**MASTER
      CREDIT AND SECURITY AGREEMENT**





**among**





**SKY
      BANK**





**and**





**TRIBECA
      LENDING CORPORATION**





**and**





**THOSE
      SUBSIDIARIES WHICH RECEIVE ADVANCES HEREUNDER**














**Dated
      as of February 28, 2006**















































**Master
      Credit and Security Agreement**




This
      Master Credit and Security Agreement (the *“Agreement”* )
      is
      entered into as of February 28, 2006, between Tribeca Lending Corporation,
      a New
      York corporation (the *“Company”* ),
      having
      its principal office at Six Harrison Street, New York, New York 10013, and
      Sky
      Bank, an Ohio banking corporation (the *“Bank”* ),
      having
      an office at 110 East Main Street, Salineville, Ohio 43945. The Subsidiaries
      of
      the Company which receive Company Subsidiary Loans under this Agreement or
      which
      have heretofore received Company Subsidiary Loans will also become parties
      hereto.




WHEREAS,
      the Company has entered into a certain Warehouse Line of Credit and Security
      Agreement with Bank originally dated as of September 30, 2003, as amended from
      time to time and as amended and restated as of October 18, 2005 (the “Warehouse
      Line of Credit Agreement”) pursuant to which Bank has granted a warehouse line
      of credit to Company (the “Warehouse Line of Credit”) for the purpose of
      financing the Company’s origination of first lien residential mortgage loans
      (the “Warehouse Line Loans”);




Whereas,
      Bank, the Company and certain Company Subsidiaries have previously entered
      into
      loan arrangements, whereby Bank and the Company and each respective Company
      Subsidiary entered into a separate term loan and security agreement and a
      promissory note for the purpose of financing the transfer, assignment and sale
      of the Warehouse Line Loans from the Company to Company Subsidiaries;




Whereas
      Bank, the Company and each Company Subsidiary which have previously entered
      into
      a loan and security agreement, desire to amend and restate each such loan and
      security agreement;




Whereas,
      at the request of the Company, Bank will from time to time continue to extended
      credit to Company Subsidiaries and to additional Subsidiaries of the Company
      (i)
      to finance each such Company Subsidiary’s acquisition of Warehouse Line Loans
      financed by the Company under the Warehouse Line of Credit, or (ii) to
      consolidate and refinance such extensions of credit made earlier by Bank to
      a
      Company Subsidiary, and a list of all such now outstanding extensions of credit
      from Bank to an existing Company Subsidiary being set forth on **Schedule
      I** attached
      hereto; and




WHEREAS ,
      the
      Company has accordingly asked Bank, and Bank is willing, to amend and restate
      each such existing loan and security agreement and to continue to extend credit
      to Subsidiaries of the Company from time to time to finance the acquisition,
      assignment, and purchase of the Warehouse Line Loans from the Company; and
      the
      parties now desire to set forth herein the terms and conditions to which all
      such prior extensions of credit shall now be subject, and under which all such
      future extensions of credit for those purposes shall be made, and the security
      provided for the repayment thereof;





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:




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




“ *Administrative
      Servicing Fee* ”
means
      the amounts to be agreed to be paid to Franklin Credit as compensation for
      administrative services it provides in connection with the Pledged Mortgage
      Loans pursuant to the Administrative Services Agreement, which amount will
      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, either as originally executed or
      as
      it may from time to time be supplemented, modified or amended.




*“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”* means
      BoS
      (USA), Inc., a Delaware corporation., provided, however, any reference to BOS
      in
      this Agreement shall only have and take effect if and when the BOS Master
      Agreement has been entered
      into by Company and BOS *.*




*“BOS
      Account”* means
      the account designated the Tribeca-BOS Collateral Account established by Bank,
      as servicer, for the benefit of BOS under and pursuant to the BOS Master
      Agreement.




*“BOS
      Master Agreement”* means,
      if
      and when executed, that certain Master Credit and Security Agreement among
      BOS,
      the Company and its Subsidiaries which from time to time become a party thereto,
      as the same may be amended from time to time.




2


“ *BOS
      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 BOS 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 BOS Master Agreement, in the BOS
      Account.




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




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




*“Collateral
      Documents”* means
      all Mortgage Loan Documents evidencing or securing or pertaining to any Pledged
      Mortgage Loan, whether now existing or hereafter arising, some or all of which
      may have been previously delivered to Bank by either the Company pursuant to
      the
      Warehouse Line of Credit Agreement or by a Company Subsidiary in connection
      with
      an existing Company Subsidiary Loan, and being generally described on **Exhibit
      B** attached
      hereto. Each Company Subsidiary obtaining a Company Subsidiary Loan hereunder
      shall be deemed to have delivered, or re-delivered, as applicable, to Bank
      hereunder all Collateral Documents evidencing or securing or related to the
      Pledged Mortgage Loans comprising the Mortgage Pool of Mortgage Loans owned
      by
      such Company Subsidiary. The term Collateral Documents shall also include any
      endorsements and assignments of such Mortgage Loan Documents from the Company
      to
      the applicable Company Subsidiary or from any other Company Subsidiary to the
      applicable Company Subsidiary .




*“Commitment”* has the
      meaning set forth in Section 2.1(a) hereof.




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




*“Company
      Subsidiary”* means
      each Subsidiary of the Company, whether now existing or hereafter organized
      and
      created, which becomes a party to this Agreement and which has heretofore
      received or which hereafter receives a Company Subsidiary Loan.




“ *Company
      Subsidiary Loan”* means
      any
      of the now existing loans from Bank to a Company Subsidiary which are listed
      on
      Schedule I attached hereto, or any loan contemporaneously herewith or hereafter
      made by Bank to a Company Subsidiary pursuant to this Agreement.




*“Company
      Subsidiary Loan Request”* means
      th e
      current
      form in use by Bank as set forth in **Exhibit A** hereto.  The
      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 Exhibits 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.




3


** *“Custodian”* means
      the organization which holds Mortgage Loan Documents under any custodial
      agreement hereafter entered into by Bank, Company and Company Subsidiaries.
      No
      Custodial Agreement is currently in effect with respect to the Pledged Mortgage
      Loans, and, unless otherwise hereafter agreed to by Bank, Company and Company
      Subsidiaries, all Mortgage Loan Documents will be held by Bank.




*“Custodial
      Agreement* ”
means
      any custodial agreement hereafter entered into by Bank, Company and the Company
      Subsidiaries. No such Custodial Agreement is currently in effect with respect
      to
      the Pledged Mortgage Loans.




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




*“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.




4


*“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.




“ *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.




*“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.




*“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.




*“Inter-Creditor
      Agreement” or “Intercreditor Agreement”* means,
      if
      and when executed, that certain Inter-Creditor
      Agreement, dated as of even date herewith, between Bank and BOS, that has been
      acknowledged and consented to by the Company and the Company Subsidiaries which
      from time to time become a party hereto. Each Company Subsidiary that becomes
      a
      party to this Agreement by executing a counterpart signature page shall also
      execute a Joinder to the Intercreditor Agreement acknowledging and consenting
      to
      the terms and provisions of the Intercreditor Agreement. Neither the 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 the Company.




5


*“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
      through Company or 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 opened by Bank pursuant to the Lockbox Terms set forth
      on
      Exhibit E attached hereto for the receipt of payments relating to the
      Collateral.




*“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.




*“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 B.




*“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 that now or hereafter becomes a party to this
      Agreement by executing a counterpart signature page of this Agreement, the
      pool
      of Pledged Mortgage Loans set forth on Exhibit D-1 to the counterpart signature
      page to be executed by such Company Subsidiary as set forth herein.




6


** “ *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 a vice
      president, cashier or other appropriate officer.




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




“ *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.




7


“ *Principal
      Payment* ”
means,
      as of any date of determination, an amount equal to any unpaid principal which
      is then 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 listed on Exhibit D-1 to any counterpart
      signature page now or hereafter executed by a Company Subsidiary, the Company
      Subsidiary Loan made to such Company Subsidiary to which such Mortgage Pool
      is
      attributed.




“ *Related
      Mortgage Pool* ”
means
      the Mortgage Pool acquired with the proceeds of such Company Subsidiary Loan,
      as
      listed on Exhibit D-1 to any counterpart signature page now or hereafter
      executed by a Company Subsidiary.




“ *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 the 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 the 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.




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




“ *Sky
      Account* ”
means
      the account designated as the “Tribeca-Sky Collateral Account established by
      Bank pursuant to the Lockbox Terms, and any replacement thereof.




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




“ *Sky
      Portfolio Deficiency Reimbursement Obligation* ”
refers
      to the obligation of Company and the Company Subsidiaries to reimburse the
      BOS
      Account for transfers made from the BOS Account to the Sky Account pursuant
      to
      Section 2.5(a)(iv) of the BOS Master Agreement.




8


*“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 amended
      from time to time by Company upon approval of Bank.




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




“ *Warehouse
      Line Loans”* means
      Residential Mortgage Loans originated by Company by financing provided under
      the
      Warehouse Line of Credit.




*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.* *The
      Commitment* .
      (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, from time to time during the period from the date hereof to the
      expiration date of the Commitment as provided in Section 2.6 hereof, to
      make Company Subsidiary Loans to, or on behalf of, Company Subsidiaries, *provided,
      however, that* the
      total aggregate principal amount which is outstanding at any one time of all
      such Company Subsidiary Loans shall not exceed the *lesser* of (i)
      the aggregate approved principal amount of all Company Subsidiary Loans which
      have been approved by Bank under this Agreement from time to time, but not
      less
      than the aggregate amount of the Warehouse Line of Credit outstanding from
      time
      to time which is eligible hereunder for rollover into a Company Subsidiary
      Loan,
      or (ii) any regulatory limitations applicable to Bank which are now or hereafter
      in effect (the “ *Commitment* ”),
      and
      provided further that (w) the
      principal amount of such Company Subsidiary Loan shall not exceed the principal
      amount of indebtedness outstanding under the Mortgage Notes in the Related
      Mortgage Pool, and (x) the total aggregate principal amount of such Company
      Subsidiary Loan shall not exceed 75% of the Pool Value of the Related Mortgage
      Pool .




(b)  Company
      Subsidiary Loans approved by Bank from time to time as provided herein shall
      be
      used by Company Subsidiaries solely for the following purposes: (i) financing
      (including the points and fees charged by Bank in connection with such
      financing) each such Company Subsidiary’s purchase and acquisition of first
      mortgage lien Warehouse Line Loans originated by Company under the Warehouse
      Line of Credit, or (ii) the consolidation and refinancing (including the points
      and fees charged by Bank in connection with such consolidation and refinancing)
      of then existing Company Subsidiary Loans made by Bank to one or more Company
      Subsidiaries.




9


(c)  All
      Company Subsidiary Loans outstanding prior to the date of this Agreement for
      the
      purpose of funding or financing the purchase of Pledged Mortgage Loans, such
      loans being listed on Schedule I attached hereto, shall be treated as having
      been issued under, and shall be subject to the covenants of, this Agreement.
      The
      Company shall cause all of its Subsidiaries which have such Company Subsidiary
      Loans outstanding to Bank to become parties to this Agreement by executing
      a
      counterpart signature page in the form of **Exhibit
      D** .
      In the
      event that the terms of this Agreement shall conflict with the terms of the
      loan
      documentation for such a Company Subsidiary Loan, the terms of this Agreement
      shall prevail, except for interest rate terms, which shall not be affected
      by
      the terms of this Agreement, and except that any default under any such loan,
      which has not been cured or waived, shall remain in effect.




(d)  The
      Warehouse Line of Credit extended by Bank to Company shall be separate from
      and
      shall not be subject to this Agreement except as specifically otherwise provided
      in this Agreement.




*Section 2.2.*  *Procedures
      for Obtaining Company Subsidiary Loans.* Each
      Company Subsidiary Loan Request 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 to
      finance the acquisition of a Warehouse Line Loan which does not qualify for
      re-finance hereunder or under the Warehouse Line of Credit Agreement, including,
      without limitation, any Warehouse Line Loan which is a Predatory Loan. Bank
      furthermore reserves the right to reject a Company Subsidiary Loan Request
      if
      (i) the Mortgage Pool designation related to such Company Subsidiary Loan
      Request will result in the requested loan having a loan to value ratio in excess
      of seventy-five percent (75%) (the ratio of the principal balance of the
      proposed loan to the Pool Value of the proposed Mortgage Pool), or (ii) the
      initial principal balance of the proposed loan will exceed the aggregate
      outstanding principal balance of the Mortgage Loans which will comprise the
      proposed Mortgage Pool.




*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 C** attached
      hereto. All existing promissory notes evidencing Company Subsidiary Loans
      heretofore granted by Bank to a Company Subsidiary shall remain in full force
      and effect. The term *“Note”
      or “Notes”* shall
      mean each and all such 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.





10


*Section 2.4.*  *Interest
      and Transaction Fees* .
      (a)  Subject to Subsection (b) below, the unpaid principal balance of each
      Company Subsidiary Loan shall bear interest, payable monthly, on the fifth
      (5 th )
      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 matrixes:




For
      Company Subsidiary Loans originated prior to July 1, 2005 and Company Subsidiary
      Loans which re-finance a Company Subsidiary Loan which originated prior to
      July
      1, 2005









**Base
                Rate Index**
            
            **Bank
                Margin**<226
            
            350226-450
            
            325Greater
                than 450
            
            300







For
      Company Subsidiary Loans originated on or after July 1, 2005 and Company
      Subsidiary Loans which re-finance a Company Subsidiary Loan which originated
      on
      or after July 1, 2005









**Base
                Rate 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 BOS, and in the event that Bank, Company and BOS 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 and will be due on the
      fifth day of each month.




11


(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) At
      the
      time of closing of each Company Subsidiary Loan, such Company Subsidiary or
      Company shall pay Bank a transaction fee equal to one-half of one percent (.50%)
      of the amount of such Company Subsidiary Loan.




(d) 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 which becomes a party to this
      Agreement 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. The Bank shall receive, record and forward to Company or the
      Company Subsidiary the record of all payments made by Pledged Mortgage Loan
      obligors in accordance with the Lock Box Terms. So long as no Event of Default
      shall have occurred and be continuing, Pledged Mortgage Loan payments deposited
      in the lockbox or otherwise received by Company or any Company Subsidiary shall
      be deposited into the Sky Account and shall be applied by Bank, on or about
      the
      5 th ,
      12 th ,
      19 th and
      26 th day of
      each month in the following orders:




** (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;




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




(C)
            any
                required Principal Payment due on the Related Loan for such Mortgage
                Pool;
                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:




12


(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 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)(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
                Loans, 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 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 Sky Portfolio Deficiency Reimbursement Amount, if any, shall be deposited
      by
      Bank into the BOS Account for application to toward the Sky Portfolio Deficiency
      Reimbursement Obligation.




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




(v)
      Fifth, any amount remaining after the allocations 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 amounts remaining after the allocations set forth in clause 2.5(a)(v) above
      shall be applied to pay the principal balance of the Company Subsidiary Loans,
      applied in the order of origination of the Company Subsidiary Loans (i.e.
      starting with the oldest Company Subsidiary Loan), provided, however, a portion
      of such remaining amounts, as determined by Bank from time to time at Bank’s
      sole discretion, may be allocated and distributed to Company for the benefit
      of
      the company Subsidiaries.




13


(b)
      If at
      any time an Event of Default has occurred and is then continuing, the provisions
      of Section 8.3 shall apply




(c) Subject
      to the general order of application of funds in the Sky 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 the 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. Notwithstanding the
      foregoing, upon payoff of a Company Subsidiary Loan through
      the proceeds of the BOS Master Agreement, Bank will release possession of the
      Collateral Documents for the Related Mortgage Pool securing such paid off
      Company Subsidiary Loan to BOS, or to the BOS Custodian under the BOS Master
      Agreement, and Bank’s security interest in the Pledged Mortgage Loans comprising
      such Related Mortgage Pool shall be subordinate to the security interest in
      such
      Pledged Mortgage Loans granted to BOS under the BOS Master Agreement, as set
      forth in the Intercreditor Agreement.




*Section 2.6.*  *Expiration
      and/or Termination of Commitment* .
      (a)  Unless
      terminated earlier as permitted hereunder, the Commitment shall expire of its
      own term, and without the necessity of action by Bank, two (2) years following
      the date of execution of this Agreemen t . No
      such
      expiration, however, shall in and of itself operate to accelerate the due date
      of any outstanding Company Subsidiary Loan, or otherwise terminate the
      obligations, terms and covenants herein with respect to any then outstanding
      Company Subsidiary Loans.




(b)  Either
      party shall have the right, without cause, at any time to terminate Bank’s
      Commitment on not less than six (6) months’ prior written notice to the other
      party. No such termination, however, shall in and of itself operate to
      accelerate the due date of any outstanding Company Subsidiary Loan, or otherwise
      terminate the obligations, terms and covenants herein with respect to any then
      outstanding Company Subsidiary Loans or with respect to then existing Warehouse
      Line Loans eligible for refinancing under this Agreement.




(c)  The
      Bank
      shall, furthermore, have the right to terminate the Commitment upon or following
      the occurrence of an Event of Default as specified in Section 8. No such
      termination, however, shall in and of itself operate to accelerate the due
      date
      of any outstanding Company Subsidiary Loan (other than the occurrence of an
      Event of Default), or otherwise terminate the obligations, terms and covenants
      herein with respect to any then outstanding Company Subsidiary
      Loans.




(d)  The
      Bank
      shall have the right from time to time and in its sole discretion, to extend
      the
      term of this Agreement with prior written agreement with Company and each
      Company Subsidiary. The length of any such extension shall also be determined
      in
      Bank’s sole discretion. Such extension may be made subject to the renegotiation
      of the terms hereunder and to any other such conditions as Bank and/or Company
      may deem necessary. Under no circumstances shall such an extension by Bank
      be
      interpreted or construed as Bank’s waiver, release or forfeiture of any of its
      rights, entitlements or interests created hereunder. The Company and each
      Company Subsidiary acknowledges and understands that Bank is under no obligation
      whatsoever to extend the term of this Agreement beyond its expiration date
      as
      originally stated in this Agreement.




14


*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.




*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 Bank 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, provided further, no Success Fee shall be
      due
      hereunder for any Company Subsidiary Loan which is paid off through the proceeds
      of the BOS Master Agreement.





15


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
      the
      Company or any Company Subsidiary set forth in this Agreement, (i) if the
      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 the 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
      to replace any Warehouse Line Loan which is not an Eligible Warehouse Line
      with
      an Eligible Warehouse Line Loan, within sixty (60) days after discovery of
      such
      noncompliance or ineligibility, 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 the 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 the 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.





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





(c)  In
      the 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**





16


*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, and (ii) the
      obligations of any other Company Subsidiary, under that other Company
      Subsidiary’s Note and under this Agreement, whether such other Company
      Subsidiary is now existing or is hereafter created, and whether such other
      Company Subsidiary’s Loan was made prior to or after the Company Subsidiary Loan
      to the Company Subsidiary granting this security interest, and (iii) all other
      now existing or hereafter arising obligations of the Company to Bank under
      this
      Agreement, Company does hereby, each Company Subsidiary which contemporaneously
      herewith becomes a party to this Agreement does hereby, and each Company
      Subsidiary which contemporaneously herewith or hereafter becomes a party to
      this
      Agreement shall, by executing a counterpart signature page to this Agreement
      thereby, grant and convey to Bank a security interest in all rights, titles
      and
      interests of Company and the Company Subsidiary, respectively, in and to the
      following described property (collectively, the *“Collateral”),* and
      each
      Company Subsidiary which becomes a party hereto contemporaneously herewith
      does
      hereby confirm and reaffirm its prior grant and conveyance to Bank of a security
      interest in all of its right, title, and interest in the following described
      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 which has obtained, is obtaining, or hereafter obtains a
      Company Subsidiary Loan shall deliver a schedule, in form and detail acceptable
      to Bank listing the Mortgage Loans comprising the Mortgage Pool purchased from
      the proceeds of such Company Subsidiary Loan and pledged hereunder, which
      schedule shall be attached as Exhibit D-1 to each Company Subsidiary’s
      counterpart signature page to this Agreement, and 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;




(c)  All
      right, title and interest of Company and/or the 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
      the Company Subsidiary relating to the Pledged Mortgage Loans;




17


(d)  All
      property of Company and/or the 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 the 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 the Company Subsidiary’s rights (but not any obligations or
      liabilities of Company or the Company Subsidiary) under all Purchase Commitments
      now held or hereafter acquired by Company and/or the 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 the Company
      Subsidiary under the Administrative Services Agreement;




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




(h)  All
      rights, title and interest in and to the Sky 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 shall be kept by
      Company).




Without
      limiting the foregoing, it is the express intention of Company, and of each
      Company Subsidiary that now or hereafter becomes a party to this Agreement,
      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 and the Commitment has expired
      or has been otherwise terminated.




Upon
      the
      request of Bank, Company and the 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 the 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 the 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 the 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.




18


*Section
      3.2 Reserved.*




*Section 3.3.* *Reserved.*







*Section 3.4.*  *Right
      of Redemption from Pledge - 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, and (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 Sky Account in cash the Redemption Amount for such
      redeemed Pledged Mortgage Loans, for application in accordance with Section
      2.5.




*Section 3.5.* *Collection and Servicing Rights.* (a)
      Unless written notice to the contrary is provided from Bank to Company, the
      Lockbox, in accordance with the terms of the Lock Box Terms shall be utilized
      by
      Company Subsidiary for the receiving, collecting, and processing of all sums
      payable to the Company Subsidiary in respect of the Collateral. Under that
      Lock
      Box Terms, Bank shall be entitled to receive all sums payable to the Company
      Subsidiary in respect of the Collateral (except as otherwise provided in the
      Intercreditor Agreement) for deposit into the Sky Account. All amounts payable
      to the Company Subsidiary for the purchase by any Investor under a Purchase
      Commitment of any Pledged Mortgage Loans shall be deposited into the Sky
      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 address at Bank. Subject to the terms
      and provisions of the Inter-Creditor 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 the Company
      Subsidiary in respect of the Pledged Mortgage Loans, and in such case:
      (i) Bank in its discretion may, in its own name or in the name of the
      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;
      and (ii) except as otherwise provided herein and except as may be otherwise
      provided in the Inter-Creditor Agreement, all amounts so received and
      collected by Bank shall be held by it as part of the Collateral.




19


(b)  In
      the
      event of any conflict between the terms of the Lock Box Terms and the terms
      of
      the Administrative Services Agreement, the Lock Box Terms shall prevail. The
      Bank shall have the right on not less than thirty (30) days prior notice to
      Company and each Company Subsidiary to reasonably modify the Lock Box Terms
      to
      conform to then current Bank practices upon mutual agreement of Company, not
      to
      be unreasonably delayed, and/or banking regulations.




*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 BOS 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 BOS 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 BOS 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 BOS Master
      Agreement and (iii) Bank’s consent to a second priority security interest and
      lien on the Collateral in favor of BOS to secure the obligations of Company
      and
      its applicable Subsidiaries to BOS under the BOS Master Agreement, Company
      hereby grants, and shall cause each Subsidiary which now or hereafter becomes
      a
      party to the BOS Master Agreement to grant, a security interest and lien (junior
      to the security interest and lien in favor of BOS in accordance with the terms
      of the Intercreditor Agreement) upon all collateral pledged or pledgable to
      BOS
      under the BOS 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 which contemporaneously
      herewith or hereafter becomes a party to the BOS Master Agreement shall execute
      and deliver in favor of Bank a Supplemental 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 BOS 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.




20


(b)  In
      consideration for (i) the benefits received and receivable by Bank from the
      grant by Company and its applicable Subsidiaries under the BOS Master Agreement
      of a priority security interest and lien in favor of Bank (junior to the
      security interest and lien in favor of BOS in accordance with the terms of
      the
      Intercreditor Agreement) upon all collateral pledged or pledgable to BOS under
      the BOS 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 BOS to the grant of that
      second priority security interest and lien in favor of Bank upon all collateral
      pledged or pledgable to BOS under the BOS 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 now or hereafter
      becomes a party to this Agreement of a second priority security interest and
      lien in favor of BOS upon all Collateral under this Agreement as additional
      security for the obligations of Company and its applicable Subsidiaries to
      BOS
      under the BOS Master Agreement.




**Article
      IV**




**Conditions
      Precedent**




*Section 4.1.* *Effectiveness
      of Agreements* This
      Agreement shall become effective when each of following conditions has been
      satisfied to the satisfaction of Bank:




(a)
      The
      Company shall have executed and delivered to Bank this Agreement, and each
      Company Subsidiary which heretofore has received or contemporaneously herewith
      or hereafter receives a Company Subsidiary Loan shall have executed and
      delivered to Bank a counterparty signature page to this Agreement.




*Section
      4.2.*  *Relating
      to a Company Subsidiary Loan* .
      The
      obligation of Bank to fund an approved Company Subsidiary Loan 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 by delivering to Bank a completed and signed a Company
              Subsidiary Loan Request. The Bank shall review such Company Subsidiary
              Loan Request and if Bank does not approve such designation of a 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 a Mortgage Pool for Bank’s
              approval.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b) | If
              not already in the possession of the Custodian, if any, or Bank, Company
              and/or the Company Subsidiary shall have delivered the Collateral
              Documents to the Custodian or Bank within three (3) Business Days after
              the date of the closing of the Company Subsidiary
              Loan;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|c) | The
              Bank shall have received the Tax Identification number of Company
              Subsidiary to which Company Subsidiary Loan is to be made, andacertificate 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;
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



21


|d) | The
              Bank shall have receiveda
              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, (b) a completed Note, substantially in the
              form
              of**Exhibit
              C****attached**hereto,
              duly executed by Company Subsidiary to which such Company Subsidiary
              Loan
              shall be made, (c) if Company Subsidiary shall not already be a party
              to
              this Agreement, a counterpart signature page for this Agreement,
              substantially in the form of**Exhibit
              D**hereto, duly executed by Company Subsidiary, and (d) if Company Subsidiary
              shall not already be a party thereto, a signed agreement of joinder
              thereto, in form and substance satisfactory to Bank, with respect to
              the
              Intercreditor Agreement and the**BOS Security Agreement**.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|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 date of closing of each Company Subsidiary Loan unless the same
              relates to an earlier date;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|g) | The
              representations and warranties of the Company Subsidiary contained
              in
              Article V hereof shall be true and correct in all material respects
              as if
              made on and as of the date of closing of each Company Subsidiary Loan
              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 become a party to this Agreement, 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 material
              liabilities, direct or contingent, other than in the ordinary course
              of
              its business and other than 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.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



22


|k) | If
              and when the BOS Master Agreement has been entered into by Company
              and
              BOS, BOS and each other party thereto (other than Bank) shall have
              executed and delivered the Inter-Creditor Agreement, in form and substance
              reasonably satisfactory to Bank and Company, and shall have delivered
              an
              executed copy thereof to Bank.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



*Section
      4.3. Acceptance of Proceeds.* Acceptance
      of the proceeds of any requested Company Subsidiary Loan by a 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 date of each Company Subsidiary Loan Request and of
      each
      Company Subsidiary Loan, 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.




23


(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.




24


(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.





(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, in all material manners, 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,
      etc.* 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 the 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 each Company Subsidiary Loan, that:




(a)  *Organization;
      Good Standing; Subsidiaries* .
      Such
      Company Subsidiary is a duly organized, validly existing and in good standing
      under the laws of the state of its jurisdiction of incorporation, and is duly
      registered to do business in and is 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 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 the Company Subsidiary. Such Company Subsidiary
      has no Subsidiaries.




25


(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 under this Agreement, 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 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.






(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 .




26


(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.




(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 the 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 .




27


(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 shall represent and warrant to Bank as
      of
      the date of this Agreement and as of the date of the Company Subsidiary Loan
      Request and of the corresponding Company Subsidiary Loan, that:




(i)  The
      Company Subsidiary owns the Related Mortgage Pool and all other Collateral
      free
      and clear of any Lien, except for the 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 BOS 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 the 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 the 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 the Company Subsidiary has waived any
      material 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, or 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 and except as disclosed to Bank in writing, 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.




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(iv)  Except
      as
      is disclosed to Bank in writing, to the best of Company and Company Subsidiary’s
      knowledge based upon due diligence conducted by the Company and/or the 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 and Company Subsidiary’s
      knowledge based upon due diligence conducted by Company and/or the 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 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.




29


(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 the 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.




**Article
      VI**




**Affirmative
      Covenants**




*Section
      6.1.*  *Of
      Company.* The
      Company agrees that so long as the Commitment is outstanding or 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 the 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.




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(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.





(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 (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 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.




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(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.





(e)  *Inspection
      of Books, Records, Systems, 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 Pledged 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 the Company Subsidiaries. In addition to
      the
      foregoing, Company shall provide, or cause to be provided, live, “real time”,
      read/view only access to the data system(s) for all records maintained by
      Company and/or each Company Subsidiary related to the Mortgage Loans. The
      purposes or uses for which Bank may use the right of access to such data system
      records, and the rights of inspection, examination, and audit set forth in
      this
      Section shall include, without limitation, the following: (i) to ensure that
      the
      Company Subsidiary Loans, their administration, and their payment processing
      remain in compliance with the terms of this Agreement; (ii) to enable Bank
      (a)
      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, (b) to see if there is any rise in defaults
      and bankruptcy filings among its Mortgage Loan obligors, (c) to confirm that
      payments on particular Pledged Mortgage Loans are being properly credited to
      the
      Related Loan, and (d) to determine the extent to which individual Company
      Subsidiary Mortgage Loan Pools are being supported by payments from other
      Company Subsidiary Mortgage Loan Pools, and to the extent to which such payments
      are correspondingly supporting other outstanding Company Subsidiary Loans made
      under this Agreement or made under the BOS Master Agreement; and (iii) to enable
      Bank to periodically determine the value of the Collateral from time to
      time.




32


(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 .




(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.




33


(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 the 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 a consolidated 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.




(p)  *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
      the Company Subsidiary.* Each
      Company Subsidiary that becomes a party to this Agreement agrees that so long
      as
      the Commitment or its Company Subsidiary Loan is outstanding or there remains
      any obligation of the Company Subsidiary to be paid or performed under its
      Note,
      or any of its Pledged Mortgage Loans remain subject to this Agreement, the
      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:




34


(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 the 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 the 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.




(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.





35


(e)  *Inspection
      of Books, Records, Systems, and Properties* .
      Permit
      authorized representatives of Bank, its parent company or affiliates, upon
      prior
      notice to the Company Subsidiary, (i) to discuss the business, operations,
      assets and financial condition of the 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 the Company Subsidiary’s offices, all at such
      reasonable times as Bank may request. Upon the request of its accountants,
      the
      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
      the 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 the Company Subsidiary’s
      Loan, its administration, and its payment processing remain in compliance with
      the terms of this Agreement generally; (ii) to enable Bank (a) to periodically
      sample or test the flow of payments received from its Pledged Mortgage Loan
      obligors and not from other sources, (b) to see if there is any rise in
      bankruptcy filings among its Pledged Mortgage Loan obligors, (c) 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 outstanding Company Subsidiary Loans made under this Agreement
      or under the BOS Master Agreement; and (iii) to enable Bank to periodically
      determine the value of the Collateral from time to time.




(f)  *Notice* . Give
      prompt written notice to Bank of any Company Subsidiary’s actual knowledge of
      (a) any action, suit or proceeding instituted against a 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 any 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 any Company Subsidiary, or any of its assets, which lien
      is
      not released or satisfied within sixty (60) days and such Company Subsidiary
      has
      not commenced and is not then diligently pursing, 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 any 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 .




36


(g)  *Payment
      of Debt, Taxes, etc* .
      Pay and
      perform all obligations of the 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
      the 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
      the
      Company Subsidiary shall not be required to pay taxes, assessments or
      governmental charges or levies or claims for labor, materials or supplies for
      which the 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 the 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 (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 the 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 the Company
      Subsidiary is bound or to which any of its property is subject, and will
      promptly notify Bank 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* .
      Use the
      proceeds of the Company Subsidiary Loan solely for the
      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 the Company
      Subsidiary Loan Request by the Company Subsidiary in order for Bank to gain
      assurance that the terms and conditions of this Agreement will be met.





6.3 *Special
      Affirmative Covenants Concerning Collateral* .




(a)  The
      Company and/or the 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 the 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.




37


(c)  The
      Company and/or the 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. The 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 the Company Subsidiary shall maintain, at its principal office
      (in trust for the benefit of Bank), or in the office of Bank or the Custodian,
      if any, or in the office of a computer service bureau engaged by Company and/or
      the Company Subsidiary or by such other third party custodian 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
      the 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.




**Article VII**




**Negative
      Covenants**




*Section
      7.1.*  *Of
      Company.* The
      Company agrees that so long as the Commitment is outstanding or there remains
      any obligation of 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 BOS under the BOS 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.




38


(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 the Collateral to be subject to any Lien other than a Permitted
      Lien, or would cause any other assets of the Company or any Company Subsidiary
      to be subject to a Lien, or which would otherwise cause a material adverse
      change in Company’s financial condition, or which would 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 Management Corporation 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.




(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 the Company Subsidiary.*  Each
      Company Subsidiary that becomes a party to this Agreement agrees that so long
      as
      the Commitment or 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, the
      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:




39


(a)  *Contingent
      Liabilities* . Other
      than obligations to BOS under the BOS 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 the 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 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.




(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 which exceed in the
      aggregate the amount permitted in Section 2.5(a).




(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, Company
      Subsidiary shall not do or permit any of the following:




40


(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 any 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, the 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




(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 an term or condition applicable to it contained in
      Section 7.2 of this Agreement; or




41


(d)  Any
      of
      Company’s or the 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




(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




42


(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 the 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
      or the Franklin Line of Credit as the same may be amended from time to time,
      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; or




(l)  An
      event
      of default shall occur under the terms of the BOS Master Agreement, as the
      same
      may be amended from time to time, provided that Bank shall have given Company
      five (5) Business Day 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 the 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 or advances there-under 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 the Company Subsidiaries and any other sums
      otherwise due from the 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 or advances there-under shall thereupon terminate.




(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 ,
      whether
      individual items of Collateral relate directly to a particular Company
      Subsidiary Loan to a Company Subsidiary, or to a now existing or hereafter
      granted Company Subsidiary Loan, or otherwise:




43


(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. The 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. The 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. The 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.




44


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




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




(d)  Reserved.




(e)  The
      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 the 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.




(f)  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.




(g)  Notice
      to
      Company for purposes of this Section 8.2 shall be deemed to be notice to each
      and every Company Subsidiary that becomes, now or hereafter, a party to this
      Agreement.




*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;




45


(c)  To
      the
      payment of any other amounts due by Company or by any one or more of the 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* .
      The
      Bank is hereby appointed the attorney-in-fact of Company, and of each Company
      Subsidiary which becomes a party to this Agreement, 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
      the
      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 the 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 the
      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 the 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.




*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 the Company Subsidiaries under this Agreement, or under any Note
      or
      this Agreement, 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 BOS in accordance with the Inter - Creditor Agreement, or on behalf
      of or for the account of any other third party, or (b) any deposits of Escrow
      Reserve monies or other funds being held on behalf of the mortgagors or other
      third parties under Mortgage Loans whether or not pledged to Bank or other
      third
      parties, including BOS .




46


*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 this Agreement, or collection of amounts payable under this Agreement or
      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 any
      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 the Company Subsidiaries under this Section 9.1 shall survive the
      repayment of the Notes and the Company Subsidiary Loans and the termination
      of
      this Agreement and the other Loan Documents.




*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 the 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 the Company Subsidiary in
      this
      Agreement, or in any schedule, statement, exhibit or certificate furnished
      by
      Company or by 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 the Note), or
      any
      shareholder, mortgagor, customer (including, without limitation, any person
      or
      entity having any dealings of any kind with Company or the Company Subsidiary,
      (excluding Bank and the holder or holders of the Note), trustee, director,
      officer, employee and/or agent of Company or the Company Subsidiary acting
      in
      such capacity, Company, the Company Subsidiary, or any governmental regulatory
      body or authority. The obligations of Company and the Company Subsidiaries
      under
      this Section 9.2 shall survive the repayment of the Notes and the Company
      Subsidiary Loans and the termination of this Agreement and the other Loan
      Documents.




47


**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 the 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 any 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.




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




(c) Upon
      an
      Event of Default, (i) Bank, with the consent of BOS, 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, if any, as Bank and BOS have mutually terminated
      the Administrative Services Agreement, (ii) 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 Bank 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.




48


**Article
      XI**




**Miscellaneous**





*Section 11.1.*  *Relationships
      of Parties* .
      The
      relationship between Bank and each Company Subsidiary which becomes a party
      to
      this Agreement 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 to a Company
      Subsidiary’s operations, 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 the 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.




*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
      the 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, to all Company Subsidiaries, 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;




49


(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:






If
                to Company
            
            Tribeca Lending Corporation
                C/O
                    Franklin Credit Management Corporation
                  101
                    Hudson Street, 25thFloor
                  Jersey
                    City, New Jersey 07302
                  Attention:
                    Mr. Joseph Ciazzo
                  President
                  Facsimile
                    No. 201-604-1818With
                a copy to:
            
            Tribeca Lending Corporation
              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:
            
            Sky
                Bank
              110
                East Main Street
              Salineville,
                Ohio 43945
              Attn:
                Mr. Jerry S. Sutherin
              Senior
                Vice President
              Facsimile
                No.: 330.679.2377




50


With
                a Copy To:
            
            Sky
                Bank
              2221
                South Church Street
              Bowling
                Green, Ohio 43402
              Attention:
                W. Granger Souder, Jr., General Counsel
              Facsimile
                Number: (419) 254-6345




*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 that becomes
      a
      party to this Agreement shall survive the making of the applicable Company
      Subsidiary Loan and the execution of the applicable Note, and shall be effective
      so long as the Commitment is outstanding or there remains any obligation of
      Company hereunder, or any obligation of a Company Subsidiary under the 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 a Company Subsidiary shall survive the making of the
      applicable e Company Subsidiary Loan and the execution of such Note, and this
      Agreement, and shall be effective so long as any Company Subsidiary Loan is
      outstanding or there remains any obligations of any Company Subsidiary under
      its
      applicable Note to be paid or under this Agreement to be performed.




*Section 11.5.* *Assignment* .
      This
      Agreement may not be assigned by Company or by the 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 Sky Bank; (ii)
      third
      party participants pursuant to which Sky Bank shall remain as the lead lender
      and servicer, or (iii) to 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 that now or hereafter becomes a party to this Agreement 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.




51


*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, the 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, and such other instruments or agreements
      shall be construed as if such invalid, illegal or unenforceable provision had
      not been included.




*Section 11.9.* *Participations* .
      The
      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.




*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.




52




*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. For any dispute arising under this Agreement 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 or the courts
      of
      the State of Ohio and the United States Courts for the Northern District of
      Ohio.




*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; Execution by Company Subsidiaries* .




(a)
      This
      Agreement may initially be executed in one or more counterparts by Bank,
      Company, and the Company Subsidiaries in existence as of the date hereof 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.




(b)  Each
      Company Subsidiary which receives a Company Subsidiary Loan under this Agreement
      on or after the date hereof shall become a party to this Agreement and shall
      execute a counterpart signature page substantially in the form **Exhibit
      D** hereto.
      Each such Company Subsidiary shall be deemed to become a party hereto no later
      than the date of the making of its Company Subsidiary Loan regardless of when
      or
      if it signs a counterpart signature page hereto. The Company shall cause each
      such Company Subsidiary to become a party to this Agreement by executing a
      counterpart signature page as required by this Section. No consent or other
      action by the Company or any other Company Subsidiary shall be required in
      order
      for any such Subsidiary to become a Company Subsidiary hereunder




(c)  Each
      Subsidiary of Company, which has heretofore received a Company loan from Bank
      for the purpose of funding or financing the purchase of Mortgage Loans
      originated under the Warehouse Line of Credit Agreement, as listed on Schedule
      C
      attached hereto, and any part of the principal of which is still outstanding,
      or
      any Collateral for which is still in effect as of the date of this Agreement,
      shall be treated as a Company Subsidiary hereunder, shall become a party hereto,
      and shall execute a counterpart signature page substantially in the form of **Exhibit
      D** .
      Each
      such Company Subsidiary shall be deemed to become a party hereto as of the
      date
      hereof regardless of when or if it signs a counterpart signature page
      hereto **,** and
      such
      loan shall now be deemed to be a Company Subsidiary Loan. The Company shall
      cause each such Company Subsidiary to become a party to this Agreement by
      executing a counterpart signature page as required by this Section. **




53


*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.]







54









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




Company:TRIBECA
              LENDING
              CORPORATIONBy:JOSEPH
              CAIAZZOPRESIDENT Bank:Sky BankBy:JERRY
              S. SUTHERINSENIOR
              VICE PRESIDENT







55




**SCHEDULE
      I**


Schedule
      of All Existing Company Subsidiary Loans and Success Fee Due





56


**Exhibit
      A**





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




[Date ]


Sky
      Bank


110
      East
      Main Street


Salineville,
      Ohio 43945


Attn:
      Mr.
      Jerry S. Sutherin


SeniorVice
      President




Ladies/Gentlemen:




This
      letter is a request for you to make an Company Subsidiary Loan to us in respect
      of the Mortgage Loans listed in Appendix I hereto, pursuant to the Master Credit
      And Security Agreement (the “ *Agreement* ”)
      is
      entered into as of _______________, 2005, between Tribeca Lending Corporation
      (the “ *Company* ”)
      and
      Sky Bank (the “ *Bank* ”)
      and
      each Company subsidiary that is a party thereto as follows:




Company
      Subsidiary:




Requested
      funding date:




Mortgage
      Loans requested to be funded in respect of such Company Subsidiary Loan: See
      Appendix I hereto.





*[Appendix
      I to Transaction Request Letter will list Mortgage Loans]*




Requested
      Company Subsidiary Loan Amount:




Requested
      Mortgage Pool:




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




[COMPANY
              SUBSIDIARY]By:Name:
              Title:





57


**Exhibit
      B**





**Collateral
      Documents**





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

|· | Application
|- | -----------

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

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

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

|· | Appraisal
              made out to Tribeca Lending Corporation (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, the Company cannot deliver or cause to be
      delivered the original Mortgage with evidence of recording thereon on or prior
      to the Closing 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;




58


(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* ”.





59





**Exhibit C**





**PROMISSORY
      NOTE**





$________________
              New
                  York, New York




___________,
      20_____




FOR
      VALUE
      RECEIVED, ____________________________ (the "Borrower"), hereby unconditionally
      promises to pay to the order of SKY BANK (the "Bank"), an Ohio banking
      corporation, at its office located at 10 East Main Street Salineville, Ohio
      43945, 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 __________________,
      20______, and on the fifth 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 Ohio, 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 ______________,
      2006, among Bank, Tribeca Lending Corporation, and other subsidiaries of Tribeca
      Lending Corporation, 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.




60


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:
      _________________________











61





**Exhibit
      D**





**Counterpart
      Signature Page Form**














**Counterpart
      Signature Page**





**for**





**Master
      Credit and Security Agreement**





**between**





**Sky
      Bank and Tribeca Lending Corporation and its Subsidiaries**














The
      undersigned subsidiary of Tribeca Lending Corporation hereby agrees to be bound
      by the terms, conditions, covenants and provisions of the above-referenced
      Agreement to which this Counterpart Signature Page will be attached, including,
      without limitation, the granting of the security interest in Article III of
      the
      Agreement and the rights and remedies with respect thereto set forth in Article
      VIII. By signing below, the undersigned hereby executes and becomes a “Company
      Subsidiary” (as defined therein) party to the Agreement and grants such security
      interest. Such security interest covers, among the items of “Collateral” listed
      in Article III, the “Mortgage Loans” set forth on the Schedule attached to this
      Counterpart Signature Page.








[name
      of
      Company Subsidiary here]








Date:
      __________________________  By:_________________________________





Printed
      Name:





T itle:








A-2





SCHEDULE
      D-1





List
      Of
      Mortgage Loans Pledged to Bank By:





____________________________


(Name
      of
      Company Subsidiary)


A-3


**EXHIBIT
      E**





**LOCK
      BOX TERMS**







**A.**  **Lockbox
      Service** .
      The
      lockbox service (the “Service”) will operate through a U.S. Postal Service box
      in the Company’s name (the “Lockbox”) and Company’s demand deposit accounts at
      Bank (the “Accounts”) which are designated herein below, and which Accounts are
      subject to Bank’s standard deposit account agreements. Company authorizes Bank
      and its employees, representatives or authorized agents to (i) pick up and
      transport from the Post Office mail addressed to the Lockbox, and (ii) open
      such
      mail and process its contents according to the Lockbox processing procedures
      which will be agreed to by Bank and the Company.





**B.**  **Company’s
      Obligations** .
      Company
      agrees to provide Bank, its employees, representatives or authorized agents
      with
      unrestricted and exclusive access to the Lockbox. Company agrees to follow
      the
      recommendations and specifications outlined in the Processing Procedures
      relating, without limitation, to document specifications for the remittance
      documents to be submitted to the Lockbox. To the extent that Bank’s performance
      of Lockbox services by Bank requires data, documents, information or materials
      to be furnished by the Company, the Company agrees to furnish all data,
      documents, information, and materials and to perform all such acts and to make
      appropriate personnel, records and facilities available to Bank, within such
      time and in such form or manner as may reasonably be necessary in order to
      enable Bank to perform the required Services promptly and in a workmanlike
      manner.





**C** .  **Deposits** .
      Bank
      will deposit all items which comply with the processing procedures agreed to
      by
      Bank and Customer for credit to Company’s Account with Bank. Company authorizes
      Bank to endorse checks and other payment instruments received (the
“Remittances”) and to deposit such instruments in the Accounts. If any payee is
      a legal entity other than Company, Company represents and warrants to Bank
      that
      Company has the proper authorization from such payee to have such check endorsed
      for deposit, and deposited into the Account, and Company agrees to indemnify
      Bank against any losses, liabilities, damages, claims, demands, obligations,
      actions, suits, judgments, penalties, costs or expenses, including, but not
      limited to, attorneys’ fees (collectively “Losses and Liabilities”), suffered or
      incurred by Bank as a result of, or in connection with, Company’s failure to
      have such authorization. Further, Bank may accept checks and other instruments
      for deposit to the Account without endorsement. Company represents and warrants
      to Bank that the endorsements of all items received through this Service are
      proper and valid and that Company has a right to receive such items for deposit
      to the Account. Company agrees to notify Bank no later than ten (10) calendar
      days after Company receives an advice of deposit, if there is any error in
      such
      advice, and no later than thirty (30) calendar days after Company receives
      a
      bank statement on the Account, if such statement contains an error or fails
      to
      show a deposit that should have been made during the time period covered by
      such
      statement.





**D.**  **Account
      Documentation** .
      Company
      understands that this Agreement covers


Lockbox
      Services as described herein and does not cover the handling of the Accounts
      and
      the processing of checks drawn on the Account or the availability of the
      deposits made to the Accounts. The Accounts will be subject to, and Bank’s
      operation of the Accounts will be in accordance with, the terms and provisions
      of Bank’s deposit account agreements and the account rules and regulations
      governing the Accounts (collectively the “Account Agreements”), copies of which
      Company acknowledges having received, and shall be subject to the Master Credit
      Agreement to which this Lock Box Terms agreement is attached.





A-4


**E.**  **Reasonable
      Care** .
      As to
      property of Company in Bank’s possession Bank shall be liable only for the
      exercise of reasonable care in safekeeping the same and restricting access
      to
      authorized persons of information relating to Company’s business or the business
      of any of Company’s customers which may be received in the course of rendering
      the Service hereunder.





**F.**  **Mail
      Collection** .
      Bank
      shall collect the mail from the Lockbox in accordance with Bank’s post office
      schedule, as such schedule may change from time to time.





**G.** **Limitation
      of Liability** , **Indemnity** .
      The
      Bank will only be liable for actual damages


arising
      from Bank’s intentional misconduct or negligence in the performance of this
      Service. The Bank will not be responsible for special, indirect, or
      consequential damages, or for any loss, delay, costs or liability which arise,
      directly or indirectly, in whole or part, from, Company’s actions or omissions,
      negligence or breach of any agreement with Bank; any ambiguity, inaccuracy
      or
      omission in any instruction or information provided to Bank; accidents, strikes,
      labor disputes, civil unrest, fire, flood, water damage (e.g., from fire
      suppression systems), or acts of God; or the actions of others or causes that
      are beyond Bank’s reasonable control. . Any claim, action or proceeding by the
      Company for any Lockbox service-related loss or for any losses or liabilities
      arising under these Lockbox terms, must be commenced within one year from the
      date that the event giving rise to the claim, action, or proceeding first
      occurs. The Company agrees to cooperate with Bank in any loss recovery effort
      Bank undertakes to reduce any loss or liability that arises in connection with
      Bank’s Lockbox services. Company agrees to indemnify, defend, hold Bank harmless
      from and against any claim, damage, loss, liability and cost (including, without
      limitation, reasonable attorneys’ fees) of any kind whatsoever which results
      directly or indirectly, in whole or in part from: (a) Bank’s actions or
      omissions, if they are in accordance with the Company’s instructions or the
      terms of this Agreement; or (b) the actions or omissions of the Company, its
      agents or employees. This clause shall survive the termination of this
      Agreement.





**Account
      Information:**





Depository
      Account Number:


Other:





Any
      correspondence between the Company and Bank concerning normal operations of
      the
      Payments Processing and Control service shall be addressed as
      follows:





Account
      Name:





Address:


A-5


**EXHIBIT
      F**





SECURITY
      AGREEMENT








This
      Security Agreement is entered into as of this ___ day of February, 2006 by
      and
      among Tribeca Lending Corporation, a New York corporation (the "Company")
      ___________________ and _____________________________, each subsidiaries of
      the
      Company (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") for
      the
      benefit of Sky Bank, an Ohio banking corporation, ("SKY BANK").




WHEREAS,
      the Company and certain subsidiaries of the Company have requested that SKY
      BANK
      enter into that certain Master Credit and Security Agreement, to be dated as
      of
      February _____, 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 which from time to time become a party thereto
      (collectively, with the Company, the "SKY BANK Borrowers") and
      make
      loans (collectively, the "Sky Bank Loans") to the SKY BANK Borrowers from time
      to time upon the terms and subject to the conditions set forth therein;





WHEREAS,
      the Company and certain subsidiaries of the Company have requested that BOS
      enter into that certain Master Credit and Security Agreement, to be dated as
      of
      February _____, 2006 (as the same may be amended, restated or otherwise modified
      from time to time, the "BOS 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 "BOS Borrowers") and
      make
      loans (collectively, the "BOS 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 BOS make a BOS Loan to
      the
      Subsidiaries;





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





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





A-6


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 BOS Master Agreement and from the BOS Loans and the
      Sky
      Bank Loans made pursuant thereto;





NOW
      THEREFORE, in
      order
      to induce BOS to make the BOS Loans and SKY BANK to make Sky Bank 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 Sky Bank Loans and all other existing
      and hereafter arising indebtedness of the SKY BANK Borrowers under the Master
      Agreement, each Grantor does hereby convey to SKY BANK a security interest
      (subject to the first priority security interest in favor of BOS) in and lien
      upon all rights, titles and interest of such Grantor in and to the following
      described property (collectively, the "Collateral"):




(a)  All
      Mortgage Loans, including all Mortgage Notes and Mortgages and other related
      Mortgage Loan Documents related to such Mortgage Loans which from time to time
      are delivered to BOS (or to SKY BANK on behalf of BOS) pursuant to the BOS
      Master Agreement and in respect of which a BOS Loan has been made, (the *"Pledged
      Mortgage Loans"* ),
      a list
      of the Pledged Mortgage Loans being attached hereto;




(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 such Grantor 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;




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




(d)  All
      property of Grantor, in any form or capacity now or at any time hereafter in
      the
      possession or direct or indirect control of BOS or SKY BANK relating to the
      Pledged Mortgage Loans (including possession by a parent company, affiliate
      or
      subsidiary thereof) or any third party on behalf of BOS relating to the Pledged
      Mortgage Loans;




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




A-7


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




(g)  All
      rights (but not any obligations or liabilities) of Grantor under the purchase
      agreement or other sale or assignment agreement pursuant to which any Warehouse
      Line Loans constituting Pledged Mortgage Loans were sold, assigned or otherwise
      transferred by Grantor;




(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 (premiums or profits made on the sale of Pledged Mortgage Loans which have
      been
      redeemed pursuant to Section 3.4 of the BOS Master Agreement shall be kept
      by
      Company).




The
      foregoing security interest and lien shall remain in effect until all
      indebtedness secured hereby has been paid in full and the commitment of SKY
      BANK
      to make Sky Bank Loans shall have expired, provided, however, if BOS shall
      release its security interest in any portion of the Collateral pursuant to
      Section 3.4 of the BOS Master Agreement, then SKY BANK shall be deemed to have
      automatically released its security interest in the same contemporaneously
      with
      the release by BOS.




Upon
      the
      request of SKY BANK, each Grantor shall execute any further document or
      instrument reasonably requested by SKY BANK to further evidence, perfect or
      effectuate the security interests and liens granted herein. Furthermore, each Grantor (a) hereby authorizes SKY 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, Grantor,
      (b) shall, at any time on request of SKY 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 SKY
      BANK
      in connection with the filing of financing statements with respect to the
      Collateral .





SECTION
      2. Warranties .
      Each
      Grantor makes each representation and warranty set forth in Section 5.3 of
      the
      BOS Master Agreement as if such representations were fully set forth herein
      (with the exception that the security interest granted to SKY BANK is junior
      to
      the security interest of BOS).





SECTION
      3. Inspection;
      Possession .
      SKY
      BANK shall have all of the rights set forth in Sections 6.1(e) and 6.2(e) of
      the
      BOS Master Agreement, as if such provisions were fully set forth herein with
      respect to SKY BANK.




SECTION
      4. Default .




(a)
      In
      the event of the occurrence of an Event of Default under and as defined in
      the
      Master Agreement, SKY BANK, subject to the terms and conditions of the
      Intercreditor Agreement, shall have all of the rights and remedies set forth
      in
      Sections 8.2 and 8.3 of the BOS Master Agreement which remedies are hereby
      incorporated herein by reference with the same force and effect as though
      expressly set forth herein with respect to SKY BANK.




A-8


(b)  As
      and to
      the extend provided in the BOS Master Agreement, SKY BANK is hereby appointed
      the attorney-in-fact of each Grantor, after the occurrence and during the
      continuance of an Event of Default under and as defined in the SKY BANK Master
      Agreement, with full power of substitution, for the purpose of carrying out
      the
      provisions hereof and taking any action and executing any instruments which
      SKY
      BANK 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 SKY BANK Master Agreement, SKY BANK
      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 SKY BANK to effectively assure its appropriate lien position
      in
      the Collateral and in the Pledged Mortgage Loans, 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 BOS as
      the
      first priority lien holder in the Collateral.




SECTION
      5. Additional
      Grantors .
      Each
      subsidiary of the Company which after the date hereof becomes a party to the
      BOS
      Master Agreement or grants collateral to secure obligations under the BOS 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 or the other Loan Documents. 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 SKY BANK may deem advisable. Subject to the terms and
      provisions of the Intercreditor Agreement and the other Loan Documents, SKY
      BANK
      may exercise its rights with respect to the Collateral without resorting, or
      regard, to other collateral or sources of reimbursement for the Sky Bank Loans.
      SKY BANK 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 SKY BANK. No
      delay
      or omission on the part of SKY BANK 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 SKY BANK 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.





A-9


SECTION
      7. General
      Provisions .





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





(b) This
      Agreement is binding upon each Grantor and SKY BANK and their respective
      successors and assigns and shall inure to the benefit of SKY BANK and its
      successors and assigns as and to the extent provided in the BOS Master
      Agreement. No Grantor may not assign its rights or obligations hereunder without
      the prior written consent of SKY BANK, and any such purported assignment shall
      be void .




(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 SKY BANK shall be cumulative
      of
      all other rights, interests and remedies now or hereafter granted to or acquired
      by SKY BANK and may be exercised by SKY BANK.




(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. Trial by jury is
      waived by each Grantor. Nothing herein shall affect the right of SKY BANK to
      bring actions and proceedings against any Grantor in the courts of any other
      jurisdiction.




A-10


(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 SKY BANK.




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





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





_______________________________




By:
      ___________________________





Its:
      ____________________________





A-11