Exhibit 10.1

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                           SECOND AMENDED AND RESTATED
                   WAREHOUSING CREDIT, TERM LOAN AND SECURITY
                             AGREEMENT (SYNDICATED)
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                                     BETWEEN

                         COLUMBIA NATIONAL INCORPORATED,
                             a Maryland corporation
                                       and
                          AMERICAN HOME MORTGAGE CORP.,
                             a New York corporation
                                       and
                     AMERICAN HOME MORTGAGE ACCEPTANCE, INC.
                             a Maryland corporation

                                  as Borrowers

                                       AND

                              Lenders Party Hereto

                                       AND

                        RESIDENTIAL FUNDING CORPORATION,
                             a Delaware corporation
                                 as Credit Agent

                                       AND

                        U.S. BANK NATIONAL ASSOCIATION ,
                         a national banking association
                                       and
                     MANUFACTURERS AND TRADERS TRUST COMPANY
                         a New York banking corporation
                                  as Co-Agents

                            Dated as of May 27, 2004
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                                TABLE OF CONTENTS
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1. THE CREDIT................................................................1-1
        1.1. Warehousing Commitment..........................................1-1
        1.2. Expiration of Warehousing Commitment............................1-2
        1.3. Swingline Facility..............................................1-2
        1.4. Term Loan Commitment............................................1-2
        1.5. Expiration of Term Loan Commitment..............................1-3
        1.6. Notes...........................................................1-3
        1.7. Non-Receipt of funds by Credit Agent............................1-3
        1.8. Replacement Notes...............................................1-4
        1.9. Joint and Several Liability.....................................1-4
        1.10 Limitation on Warehousing Advances and Term Loan Advances
               Against Other Eligible Assets.................................1-4
2. PROCEDURES FOR OBTAINING ADVANCES.........................................2-1
        2.1. Warehousing Advances............................................2-1
        2.2. Term Loan Advances..............................................2-1
        2.3. Estimate of Advances............................................2-2
3. INTEREST, PRINCIPAL AND FEES..............................................3-1
        3.1. Interest........................................................3-1
        3.2. Interest Limitation.............................................3-2
        3.3. Principal Payments..............................................3-2
        3.4. Warehousing Commitment Fees.....................................3-5
        3.5. Term Loan Non-Usage Fees........................................3-5
        3.6. Agent's Fee.....................................................3-6
        3.7. Loan Package Fees, Wire Fees, Warehousing Fees..................3-6
        3.8. Miscellaneous Fees and Charges..................................3-6
        3.9. [Intentionally Omitted].........................................3-6
        3.10. Method of Making Payments......................................3-6
        3.11. Illegality.....................................................3-7
        3.12. Increased Costs; Capital Requirements..........................3-7
        3.13. Withholding Taxes..............................................3-8
4. COLLATERAL................................................................4-1
        4.1. Grant of Security Interest......................................4-1
        4.2. Maintenance of Collateral Records...............................4-3
        4.3. Release of Security Interest in Pledged Loans and Pledged
               Securities....................................................4-3
        4.4. Release of Security Interest in Other Eligible Assets...........4-4
        4.5. Collection and Servicing Rights.................................4-4
        4.6. Return of Collateral at End of Commitments......................4-5
        4.7. Delivery of Collateral Documents................................4-5
        4.8. Borrowers Remains Liable........................................4-5
        4.9. Further Assurance...............................................4-6
5. CONDITIONS PRECEDENT......................................................5-1
        5.1. Initial Advance.................................................5-1
        5.2. Each Advance....................................................5-3
        5.3. Force Majeure...................................................5-3
6. GENERAL REPRESENTATIONS AND WARRANTIES....................................6-1
        6.1. Place of Business...............................................6-1

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        6.2. Organization; Good Standing; Subsidiaries.......................6-1
        6.3. Authorization and Enforceability................................6-1
        6.4. Authorization and Enforceability of Guaranty....................6-2
        6.5. Approvals.......................................................6-2
        6.6. Financial Condition.............................................6-2
        6.7. Litigation......................................................6-2
        6.8. Compliance with Laws............................................6-2
        6.9. Regulation U....................................................6-3
        6.10. Investment Company Act.........................................6-3
        6.11. Payment of Taxes...............................................6-3
        6.12. Agreements.....................................................6-3
        6.13. Title to Properties............................................6-4
        6.14. ERISA..........................................................6-4
        6.15. No Retiree Benefits............................................6-4
        6.16. Assumed Names..................................................6-4
        6.17. Servicing......................................................6-4
7. AFFIRMATIVE COVENANTS.....................................................7-1
        7.1. Payment of Obligations..........................................7-1
        7.2. Financial Statements............................................7-1
        7.3. Other Borrowers Reports.........................................7-2
        7.4. Maintenance of Existence; Conduct of Business...................7-3
        7.5. Compliance with Applicable Laws.................................7-3
        7.6. Inspection of Properties and Books; Operational Reviews.........7-3
        7.7. Notice..........................................................7-4
        7.8. Payment of Debt, Taxes and Other Obligations....................7-4
        7.9. Insurance.......................................................7-4
        7.10. Closing Instructions...........................................7-4
        7.11. Subordination of Certain Indebtedness..........................7-5
        7.12. Other Loan Obligations.........................................7-5
        7.13. ERISA..........................................................7-5
        7.14. Use of Proceeds of Warehousing Advances........................7-5
        7.15. Use of Proceeds of Term Loan Advances..........................7-6
8. NEGATIVE COVENANTS........................................................8-1
        8.1.Contingent Liabilities...........................................8-1
        8.2.Limitation on Liens..............................................8-1
        8.3.Restrictions on Fundamental Changes..............................8-1
        8.4. Deferral of Subordinated Debt...................................8-2
        8.5.Investments......................................................8-2
        8.6. Loss of Eligibility.............................................8-2
        8.7. Accounting Changes..............................................8-2
        8.8. Leverage Ratio..................................................8-2
        8.9. Minimum Tangible Net Worth......................................8-3
        8.10. Minimum Book Net Worth.........................................8-3
        8.11. Liquid Assets..................................................8-3
        8.12. Maximum Servicing Delinquencies................................8-3
        8.13. Maximum Servicing Foreclosures.................................8-3
        8.14. Distributions to Shareholders..................................8-3
        8.15. Transactions with Affiliates...................................8-3
        8.16. Recourse Servicing Contracts...................................8-3

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9. SPECIAL REPRESENTATIONS, WARRANTIES AND COVENANTS CONCERNING
COLLATERAL...................................................................9-1
        9.1. Special Representations and Warranties Concerning
             Eligibility as Seller/Servicer of Mortgage Loans................9-1
        9.2. Special Representations and Warranties Concerning Warehousing
             Collateral......................................................9-1
        9.3. Special Representations and Warranties Concerning REO
        Properties Included as Other Eligible Assets.........................9-3
        9.4. Special Representations and Warranties Concerning Servicing
        Collateral...........................................................9-4
        9.5. Special Representations and Warranties Concerning
             P&I Advance Receivables.........................................9-5
        9.6. Special Representations and Warranties Concerning
             T&I Advance Receivables.........................................9-5
        9.7. Special Representations and Warranties Concerning
             Foreclosure Advance Receivables.................................9-5
        9.8. Special Affirmative Covenants Concerning Warehousing
               Collateral....................................................9-6
        9.9  Special Affirmative Covenants Concering REO Properties..........9-7
        9.10   Special Nevative Covenants Concering Warehouisng Collateral...9-7
10. DEFAULTS; REMEDIES......................................................10-1
        10.1. Events of Default.............................................10-1
        10.2. Remedies......................................................10-3
        10.3. Application of Proceeds.......................................10-6
        10.4. Credit Agent Appointed Attorney-in-Fact.......................10-8
        10.5. Right of Set-Off..............................................10-8
        10.6. Sharing of Payments ..........................................10-8
11. AGENT   ................................................................11-1
        11.1. Appointment...................................................11-1
        11.2. Duties of Agent...............................................11-1
        11.3. Standard of Care..............................................11-1
        11.4. Delegation of Duties..........................................11-2
        11.5. Exculpatory Provisions........................................11-2
        11.6. Reliance by Agent.............................................11-2
        11.7. Non-Reliance on Agent or Other Lenders........................11-3
        11.8. Agent in Individual Capacity..................................11-3
        11.9. Successor Agent...............................................11-3
        11.10.Availability of Documents.....................................11-4
12. MISCELLANEOUS...........................................................12-1
        12.1. Notices.......................................................12-1
        12.2. Reimbursement Of Expenses; Indemnity..........................12-1
        12.3. Indemnification by Lenders....................................12-2
        12.4. Financial Information.........................................12-3
        12.5. Terms Binding Upon Successors; Survival of Representations....12-3
        12.6. Lenders in Individual Capacity................................12-3
        12.7. Assignments and Participations................................12-3
        12.8. Commitment Increases..........................................12-4
        12.9. Amendments....................................................12-4
        12.10.Governing Law.................................................12-5
        12.11. Relationship of the Parties..................................12-5
        12.12. Severability.................................................12-6
        12.13. Consent to Credit References.................................12-6
        12.14. Counterparts.................................................12-6

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        12.15. Headings/Captions............................................12-6
        12.16. Entire Agreement.............................................12-6
        12.17. Consent to Jurisdiction......................................12-6
        12.18. Waiver of Jury Trial.........................................12-7
        12.19. Waiver of Punitive, Consequential, Special or
                 Indirect Damages...........................................12-7
        12.20. Waiver of Defaults Under Existing Agreement..................12-7
13. DEFINITIONS.............................................................13-1
        13.1. Defined Terms.................................................13-1
        13.2. Other Definitional Provisions; Terms of Construction.........13-15

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                                    EXHIBITS
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Exhibit A         Request for Advance (Eligible Loans)
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Exhibit A-CON     Request for Advance Request (Construction/Perm Mortgage Loans)
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Exhibit A-WC      Request for Advance Request (Other Eligible Assets)
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Exhibit A-TL      Term Loan Advance Request
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Exhibit B         Procedures and Documentation for Warehousing Single Family
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Mortgage Loans

Exhibit B-CON     Procedures and Documentation for Warehousing Construction and
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Construction/Perm Mortgage Loans

Exhibit C         Schedule of Servicing Portfolio
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Exhibit D         Subsidiaries
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Exhibit E         Officer's Certificate
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Exhibit F         Schedule of Existing Lines of Credit
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Exhibit G         Assumed Names
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Exhibit H         Eligible Loans and Other Eligible Assets
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Exhibit I         Collateral Operations Fee Schedule (Single Family)
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Exhibit J         Commitment Summary Report
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Exhibit K         Terms of Guaranteed Obligations
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Exhibit L         Warehousing Commitment Amounts
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Exhibit M         Term Loan Commitment Amounts
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Exhibit N         Advance Certificate
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Exhibit O         Approved Custodians and Investors
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                           SECOND AMENDED AND RESTATED
                        WAREHOUSING CREDIT, TERM LOAN AND
                         SECURITY AGREEMENT (SYNDICATED)
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        SECOND AMENDED AND RESTATED WAREHOUSING CREDIT, TERM LOAN AND SECURITY
        AGREEMENT (SYNDICATED), dated as of May 10, 2004, between COLUMBIA
        NATIONAL INCORPORATED, a Maryland corporation ("CNI"), AMERICAN HOME
        MORTGAGE CORP., INC., a New York corporation ("AHMC"), and AMERICAN HOME
        MORTGAGE ACCEPTANCE, INC. a Maryland corporation ("AHMAI") (each of CNI,
        AHMC and AHMAI, a "Borrower," and CNI, AHMC and AHMAI together, the
        "Borrowers"), RESIDENTIAL FUNDING CORPORATION ("RFC"), COLONIAL BANK,
        N.A. ("Colonial"), CALYON NEW YORK BRANCH ("Calyon"), FLEET NATIONAL
        BANK ("Fleet"), MANUFACTURERS AND TRADERS TRUST COMPANY ("MTTC"), THE
        BANK OF NEW YORK ("BNY"), U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank")
        and COMMERZBANK AG ("Commerzbank"), BANK HAPOALIM B.M. ("Bank Hapoalim")
        (RFC, Colonial, Calyon, Fleet, MTTC, BNY, U.S. Bank, Commerzbank, Bank
        Hapoalim and any Additional Lenders as may from time to time become a
        party hereto and their respective successors and permitted assigns being
        referred to individually as a "Lender" and collectively as the
        "Lenders"), MTTC and U.S. Bank as co-agents for Lenders (collectively
        "Co-Agents"), and RFC as credit agent for Lenders (in such capacity,
        "Credit Agent").

        Borrowers have requested certain financing from Lenders.

        Borrowers have asked Lenders and Credit Agent to amend and restate the
        Existing Agreement (as defined below) and to set forth the terms and
        conditions upon which Lenders will provide certain financing to
        Borrowers.

        Credit Agent and Lenders have agreed to amend and restate the Existing
        Agreement to provide that financing to Borrowers subject to the terms
        and conditions of this Agreement.

        The "Closing Date" for the transactions contemplated by this Agreement
              is May 27, 2004.

        NOW, THEREFORE, the parties to this Agreement agree as follows:

        THE CREDIT

1.1.    Warehousing Commitment

        On the terms and subject to the conditions of this Agreement, Lenders
        agree, severally and not jointly, to make Warehousing Advances to
        Borrowers from the Closing Date to the Business Day immediately
        preceding the Warehousing Maturity Date, pro rata in accordance with
        their respective Percentage Shares, during which period Borrowers may
        borrow, repay and reborrow in accordance with the provisions of this
        Agreement. The total aggregate principal amount of all Warehousing
        Advances and Swingline Advances outstanding at any one time may not
        exceed the Warehousing Credit Limit. While a Default or Event of Default
        exists, Lenders may refuse to make any additional Warehousing Advances
        to Borrowers. Effective as of the Closing Date, all outstanding loans
        made under the Existing Agreement are deemed to be Warehousing Advances
        and Swingline Advances or Term Loan Advances, as applicable, made under
        this Agreement. All

<PAGE>

        Warehousing Advances and Swingline Advances under this Agreement
        constitute a single indebtedness, and all of the Collateral is security
        for the Warehousing Note, the Swingline Note and for the performance of
        all of the Obligations.

1.2.    Expiration of Warehousing Commitment

        The Warehousing Commitment expires on the earlier of ("Warehousing
        Maturity Date"): (a) August 30, 2004, as such date may be extended in
        writing by Lenders and Credit Agent, in their sole discretion, on which
        date the Warehousing Commitment will expire of its own term and the
        Warehousing Advances will become due and payable, in each case without
        the necessity of Notice or action by Lenders, and (b) the date the
        Warehousing Commitment is terminated and the Warehousing Advances become
        due and payable under Section 10.2.

1.3.    Swingline Facility

        On the terms and subject to the conditions set forth herein, RFC may,
        from time to time to but not including the Business Day immediately
        preceding the Warehousing Maturity Date, make Advances ("Swingline
        Advances") requested by Borrowers, in an aggregate amount not to exceed
        the Swingline Facility Amount, without requesting Warehousing Advances
        or Term Loan Advances from the other Lenders. At such time as Borrowers
        have borrowed the maximum amount available under the Swingline Facility
        Amount, RFC Agrees to provide Borrowers 1 day's Notice. Lenders hereby
        agree to purchase from RFC an undivided participation interest in all
        outstanding Swingline Advances at any time in an amount equal to each
        Lender's Percentage Share of such Swingline Advances. RFC may at any
        time in its sole and absolute discretion (and shall no less frequently
        than weekly and upon the acceleration of the Obligations following an
        Event of Default) request Lenders to make Warehousing Advances or Term
        Loan Advances, as applicable, in principal amounts equal to their
        Percentage Shares of outstanding Swingline Advances, and each Lender
        absolutely and unconditionally agrees to fund such Warehousing Advances
        or Term Loan Advances, as applicable, regardless of any Default or Event
        of Default or other condition which would otherwise excuse such Lender
        from funding such Advances, provided that no Lender shall be required to
        make Advances to repay Swingline Advances or purchase participations in
        Swingline Advances which would cause such Lender's aggregate Warehousing
        Advances or Term Loan Advances (including participations in Swingline
        Advances), as applicable, then outstanding to exceed the amount of such
        Lender's Warehousing Commitment Amount or Term Loan Commitment Amount,
        as applicable. Each Lender's Advances made pursuant to the preceding
        sentence shall be delivered directly to RFC in immediately available
        funds at the office of Credit Agent by 4:00 p.m. on the day of the
        request therefor by RFC if such request is made on or before 3:00 p.m.,
        or by 9:00 a.m. on the 1st Business Day following such request if such
        request is made after 3:00 p.m., and shall be promptly applied against
        the outstanding Swingline Advances. At the time of any request for
        Advances from Lenders pursuant to this Section 1.3, Credit Agent shall
        deliver to each Lender a certificate in the form of Exhibit N attached
        hereto (the "Advance Certificate"), certified by Credit Agent. For
        purposes of the limitations set forth in Exhibit H hereto, Swingline
        Advances made against Eligible Loans or Other Eligible Assets shall be
        deemed to be Warehousing Advances, and Swingline Advances against
        Servicing Collateral shall be deemed to be Term Loan Advances.

1.4.    Term Loan Commitment

        On the terms and subject to the conditions of this Agreement, Lenders
        agree, severally and not jointly, to make Term Loan Advances to
        Borrowers from the Closing Date to the Business Day immediately
        preceding the Term Loan Commitment Termination Date, pro rata in
        accordance

<PAGE>


        with their respective Percentage Shares, during which period Borrowers
        may borrow, repay and reborrow in accordance with the provisions of this
        Agreement. The total aggregate principal amount outstanding at any one
        time of all Term Loan Advances may not exceed the Term Loan Credit
        Limit. While a Default or Event of Default exists, Lenders may refuse to
        make any additional Term Loan Advances to Borrowers. All Term Loan
        Advances under this Agreement shall constitute a single indebtedness,
        and all of the Collateral shall be security for the Term Loan Note and
        for the payment and performance of all the Obligations.

1.5.    Expiration of Term Loan Commitment

        The Term Loan Commitment expires on the earlier of ("Term Loan
        Commitment Termination Date"): (a) August 30, 2004, as such date may be
        extended in writing by Lenders, in their sole discretion, on which date
        the Term Loan Commitment will expire of its own term, without the
        necessity of Notice or action by Lenders, and (b) the date the Term Loan
        Commitment is terminated under Section 10.2.

1.6.    Notes

        Warehousing Advances against Eligible Loans made by each Lender are
        evidenced by Borrowers' promissory note, payable to such Lender, in the
        form prescribed by Credit Agent (each, a "Warehousing Note").
        Warehousing Advances against Other Eligible Assets made by each Lender
        are evidenced by Borrowers' promissory note, payable to such Lender, in
        the form prescribed by Credit Agent (each, a "Sublimit Note"). Swingline
        Advances of the Borrowers in favor of RFC are evidenced by Borrowers'
        promissory note, payable to RFC, in the form prescribed by Credit Agent
        (the "Swingline Note"). Term Loan Advances made by each Lender are
        evidenced by Borrowers' promissory note, payable to such Lender, in the
        form prescribed by Credit Agent (each, a "Term Loan Note"). The terms
        "Warehousing Note," "Sublimit Note," "Swingline Note" and "Term Loan
        Note" as used in this Agreement, include all amendments, restatements,
        renewals or replacements of the original "Warehousing Notes," `Sublimit
        Notes," "Swingline Note," "Term Loan Notes" and all substitutions for
        any of them. All terms and provisions of the "Warehousing Notes,"
        "Sublimit Notes," "Swingline Note" and "Term Loan Notes" are
        incorporated into this Agreement.

1.7.    Non-Receipt of funds by Credit Agent.

        If Credit Agent receives notice from a Lender that such Lender does not
        intend to make its Percentage Share of any Advances, neither Credit
        Agent nor any other Lenders shall have any obligation to fund such
        Lender's Percentage Share. Notwithstanding the foregoing, unless a
        Lender notifies Credit Agent by 3:00 p.m. on the date of a proposed
        Advance that it does not intend to make its Percentage Share of such
        Advance available to Credit Agent at such time and on such date, Credit
        Agent may assume that such Lender will make such amount available to
        Credit Agent to be advanced to the Borrowers, and in reliance on such
        assumption, Credit Agent may, at its option, make a corresponding amount
        available to the Borrowers.

        1.7(a) If Credit Agent makes such corresponding amount available to the
        Borrowers and such amount is not made available to Credit Agent by such
        Lender by close of business on the date of the Advance, such Lender
        shall pay such amount to Credit Agent upon demand plus interest to the
        date of payment at a rate per annum equal to the Federal Funds Rate.

        1.7(b) If a Lender fails to pay as provided herein, the Borrowers shall
        pay such amount to Credit Agent upon demand plus interest (at the rate
        applicable to the Borrowers for such Warehousing Advance) to the date of
        repayment.

<PAGE>

        1.7(c) Nothing in this Section 1.7 shall relieve any Lender from its
        obligation to fund its Percentage Share of any Advance, or prejudice any
        rights the Borrowers may have against any Lender as a result of such
        Lender's failure to make its Percentage Share of any Advance.

1.8.    Replacement Notes.

        Upon receipt by Borrowers of an affidavit of an officer of any Lender as
        to the loss, theft, destruction or mutilation of any Note, and, in the
        case of any such loss, theft, destruction or mutilation, upon receipt by
        Borrowers of such Note, Borrowers will issue, in lieu thereof, a
        replacement note in the same principal amount thereof and otherwise of
        like tenor.

1.9.    Joint and Several Liability

        Advances shall be made to any Borrower (except to the extent otherwise
        provided herein), as shall be requested in the Advance Request, but each
        Advance, regardless of which Borrower it is made to, shall be deemed
        made to or for the benefit of all Borrowers, and each Borrower jointly
        and severally shall be obligated to repay all Advances. With respect to
        its obligation to repay Advances made to any other Borrower, each
        Borrower agrees to the terms set forth in Exhibit K.

1.10.   Limitation on Warehousing Advances and Term Loan Advances

        Lenders will make Warehousing Advances against Eligible Loans and Other
        Eligible Assets and Term Loan Advances against Servicing Contracts, upon
        the request of Borrowers, in the manner provided in Article 2, for the
        purposes set forth in Section 7.14 and 7.15. Lenders' obligation to make
        Warehousing Advances against Eligible Loans and Other Eligible Assets
        and Term Loan Advances are subject to the limitations set forth in
        Exhibit H.

                                End of Article 0

<PAGE>

        PROCEDURES FOR OBTAINING ADVANCES

2.1.    Warehousing Advances

        2.1(a) To obtain a Warehousing Advance under this Agreement, Borrowers
        must deliver to Credit Agent either a completed and signed request for a
        Warehousing Advance on the then current form approved by Credit Agent or
        an Electronic Advance Request, ("Warehousing Advance Request"), not
        later than (i) in the case of Electronic Advance Requests, 2:30 p.m. on
        the Business Day, and (ii) in all other cases, 1 Business Day before the
        Business Day, on which Borrowers desire the Warehousing Advance. Subject
        to the delivery of a Warehousing Advance Request, Borrowers may obtain a
        Warehousing Advance under this Agreement upon compliance with the
        procedures set forth in this Section and in the applicable Exhibit B,
        including delivery to Credit Agent of all required Collateral Documents.
        Credit Agent's current form of Warehousing Advance Request is set forth
        in the applicable Exhibit A. Upon not less than 3 Business Days' prior
        Notice to Borrowers, Credit Agent may modify its form of Warehousing
        Advance Request, and any other Exhibit or document referred to in this
        Section to conform to either current legal requirements or Credit Agent
        practices and, as so modified, those Exhibits and documents will become
        part of this Agreement. Credit Agent will promptly notify Lenders of any
        changes made to any document under the preceding sentence.

        2.1(b) In making the determination whether Warehousing Advances shall be
        made against an Eligible Loan, Credit Agent will be permitted to rely,
        without independent investigation of the correctness thereof, on the
        most recent information supplied by Borrowers to Credit Agent with
        respect to the Weighted Average Committed Purchase Price. Credit Agent
        will disburse Warehousing Advances against Eligible Loans and other
        amounts to fund the origination or acquisition of such Eligible Loans in
        such manner as Credit Agent determines, in its sole discretion.

        2.1(c) To make Warehousing Advances against Other Eligible Assets
        hereunder, Credit Agent shall disburse the amount thereof into the
        Operating Account.

2.2.    Term Loan Advances

        2.2(a) To obtain a Term Loan Advance hereunder, Borrowers must deliver
        to Credit Agent, not later than 9:30 a.m. on the Business Day on which
        Borrowers desire to borrow Term Loan Advances hereunder, a completed and
        signed request for Term Loan Advances ("Term Loan Advance Request") on
        the then current form approved by Credit Agent. The current form in use
        by Credit Agent is Exhibit A-TL attached hereto. Credit Agent shall have
        the right, on not less than 3 Business Days' prior Notice to Borrowers,
        to modify Exhibit A-TL to conform to current legal requirements or
        Credit Agent practices and, as so modified, said Exhibit shall be deemed
        a part hereof.

        2.2(b) To make Term Loan Advances hereunder, Credit Agent shall disburse
        the amount thereof (i) in the case of Term Loan Advances made to finance
        a Servicing Acquisition, to the seller in such Servicing Acquisition as
        directed by a Borrower; and (ii) in all other cases, into the Operating
        Account.

<PAGE>

2.3.    Estimate of Advances

        Borrowers will provide to Credit Agent, by the close of business on each
        Business Day, an estimate of the amount, if any, of Warehousing Advances
        against Other Eligible Assets and Term Loan Advances Borrowers expect to
        request on the following Business Day.

                                End of Article 0

<PAGE>

        INTEREST, PRINCIPAL AND FEES

3.1.    Interest

        3.1(a) Except as otherwise provided in this Section, Borrowers must pay
        interest on the unpaid amount of each Warehousing Advance and each Term
        Loan Advance from the date that such Advance is made until it is paid in
        full at the Interest Rate specified in Exhibit H.

        3.1(b) Borrowers and any Lender may enter into an agreement (the
        "Balance Funded Agreement") pursuant to which Borrowers agree to
        maintain deposits with such Lender or a Designated Bank in consideration
        of the funding of all or a portion of such Lender's Advances at a
        Balance Funded Rate. Borrowers may give written notice to any Lender
        with which it has a Balance Funded Agreement, as and when provided in
        such Balance Funded Agreement, of Borrowers' election to have a portion
        (the "Balance Funded Portion") of the principal amount of such Lender's
        Advances bear interest at the Balance Funded Rate during any calendar
        month. In the event Borrowers elect to have all or a portion of any
        Lender's Advances bear interest at the Balance Funded Rate during any
        month, such Lender shall notify Credit Agent no later than 12:00 Noon on
        the second Business Day of the following month of the estimated amount
        by which the interest to be paid by Borrowers on such Lender's Advances
        during such month was reduced as a result of the application of such
        Balance Funded Agreement. If the deposits maintained by Borrowers with
        such Lender or its Designated Bank during such month are less than the
        amount required with respect to the Balance Funded Portion, or if the
        estimate provided by a Lender pursuant to the previous sentence is not
        accurate, such Lender may charge and separately bill Borrowers a
        deficiency fee (a "Balance Deficiency Fee"), or credit Borrowers with
        any amount by which interest billed exceeded interest actually due, the
        amount of which shall be set forth in the Balance Funded Agreement
        between Borrowers and such Lender.

        3.1(c) Credit Agent computes interest on the basis of the actual number
        of days in each month and a year of 360 days ("Accrual Basis").
        Borrowers must pay interest monthly in arrears, not later than 9 days
        after the date of Credit Agent's invoice or, if applicable, 2 days after
        the date of Credit Agent's account analysis statement, commencing with
        the first month following the Closing Date and on the Warehousing
        Maturity Date.

        3.1(d) If (1) Borrowers repay a Warehousing Advance on the same day that
        it was made by Credit Agent or (2) Borrowers instruct Credit Agent not
        to make a previously requested Warehousing Advance after Credit Agent
        has reserved funds or made other arrangements necessary to enable Credit
        Agent to fund that Warehousing Advance, Borrowers agree to pay to Credit
        Agent for the benefit of Lenders an administrative fee equal to 1 day of
        interest on that Warehousing Advance at the Interest Rate that would
        otherwise be applicable under Exhibit H for the applicable Eligible Loan
        or Other Eligible Asset type.

        3.1(e) After an Event of Default occurs and upon Notice to Borrowers by
        Credit Agent, the unpaid amount of each Advance will bear interest at
        the Default Rate until paid in full.

        3.1(f) Credit Agent will adjust the rates of interest provided for in
        this Agreement as of the effective date of each change in the applicable
        index. Credit Agent's determination of such rates of interest as of any
        date of determination are conclusive and binding, absent manifest error.


<PAGE>

3.2.    Interest Limitation

        Credit Agent and Lenders do not intend, by reason of this Agreement, the
        Notes or any other Loan Document, to receive interest in excess of the
        amount permitted by applicable law. If Credit Agent or Lenders receive
        any interest in excess of the amount permitted by applicable law,
        whether by reason of acceleration of the maturity of this Agreement, the
        Notes or otherwise, Credit Agent will apply the excess to the unpaid
        principal balance of the Advances and not to the payment of interest. If
        all Advances have been paid in full and the Commitments have expired or
        have been terminated, Credit Agent will remit any excess to Borrowers.
        This Section controls every other provision of all agreements between
        Borrowers, Credit Agent and Lenders and is binding upon and available to
        any subsequent holder of the Notes.

3.3.    Principal Payments

        3.3 (a) Borrowers must pay to Credit Agent for the benefit of Lenders
        the outstanding principal amount of all Warehousing Advances and
        Swingline Advances on the Warehousing Maturity Date.

        3.3 (b) Borrowers must pay to Credit Agent for the benefit of Lenders
        the outstanding principal amount of all Term Loan Advances on the Term
        Loan Maturity Date.

        3.3 (c) Except as otherwise provided in Section 3.1, Borrowers may
        prepay any portion of the Advances without premium or penalty at any
        time.

        3.3 (d) Borrowers must pay to Credit Agent for the benefit of Lenders,
        without the necessity of prior demand or Notice from Credit Agent, and
        Borrowers authorize Credit Agent to cause the Funding Bank to charge
        Borrowers' Operating Account for the amount of any outstanding
        Warehousing Advances or Swingline Advances against a specific Pledged
        Asset upon the earliest occurrence of any of the following events:

            (1) One (1) Business Day elapses from the date a Warehousing Advance
            was made if the Pledged Loan to be funded by that Warehousing
            Advance is not closed and funded.

            (2) Ten (10) Business Days elapse without the return of a Collateral
            Document delivered by Credit Agent to a Borrower under a Trust
            Receipt for correction or completion.

            (3) On the date on which a Pledged Loan is determined to have been
            originated based on untrue, incomplete or inaccurate information or
            otherwise to be subject to fraud, whether or not Borrowers had
            knowledge of the misrepresentation, incomplete or incorrect
            information or fraud, on the date on which any Borrower knows, has
            reason to know, or receives Notice from Credit Agent, that (A) one
            or more of the representations and warranties set forth in Article 9
            were inaccurate or incomplete in any material respect on any date
            when made or deemed made, or (B) any Borrower has failed to perform
            or comply with any covenant, term or condition set forth in Article
            9.

            (4) On the date the Pledged Loan or a Lien prior to the Mortgage
            securing repayment of the Pledged Loan is defaulted and remains in
            default for a period of 30 days or more.

            (5) Upon the sale, other disposition or prepayment of any Pledged
            Asset or, with respect to a Pledged Loan included in an Eligible
            Mortgage Pool, upon the sale or other disposition of the related
            Agency Security.

<PAGE>

            (6) One (1) Business Day immediately preceding the date scheduled
            for the foreclosure or trustee sale of the premises securing a
            Pledged Loan.

            (7) If the outstanding Warehousing Advances against Pledged Loans of
            a specific type of Eligible Loan exceed the aggregate Purchase
            Commitments for that type of Eligible Loan.

        3.3 (e) Upon telephonic or written Notice to Borrowers by Credit Agent,
        Borrowers must pay to Credit Agent for the benefit of Lenders, and
        Borrowers authorize Credit Agent to cause the Funding Bank to charge
        Borrowers' Operating Account for the amount of any outstanding
        Warehousing Advance against a specific Pledged Asset upon the earliest
        occurrence of any of the following events:

            (1) For any Pledged Loan, other than an Aged Mortgage Loan, the
            Standard Warehouse Period elapses and, for any Aged Mortgage Loan,
            the Aged Warehouse Period elapses.

            (2) Forty-five (45) days or, in the case of a Bond Program Mortgage
            Loan, 75 days, elapse from the date a Pledged Loan was delivered to
            an Investor or Approved Custodian for examination and purchase or
            for inclusion in a Mortgage Pool, without the purchase being made or
            an Eligible Mortgage Pool being initially certified, or upon
            rejection of a Pledged Loan as unsatisfactory by an Investor or
            Approved Custodian.

            (3) Seven (7) Business Days elapse from the date a Wet Settlement
            Advance was made against a Pledged Loan without receipt by Credit
            Agent of all Collateral Documents relating to the Pledged Loan.

            (4) Three (3) Business Days after the mandatory delivery date of the
            related Purchase Commitment if the specific Pledged Loan or the
            Pledged Security backed by that Pledged Loan has not been delivered
            under the Purchase Commitment prior to such mandatory delivery date,
            or on the date the related Purchase Commitment expires or is
            terminated, unless, in each case, the Pledged Loan or Pledged
            Security is eligible for delivery to another Investor under a
            comparable Purchase Commitment.

            (5) With respect to any Pledged Loan, any of the Collateral
            Documents, upon examination by Credit Agent (and at the reasonable
            discretion of the Credit Agent), are found not to be in compliance
            with the requirements of this Agreement or the related Purchase
            Commitment.

        3.3 (f) In addition to the payments required by Sections 3.3(d) and
        3.3(e), if the principal amount of any Pledged Loan or Other Eligible
        Asset is prepaid in whole or in part while a Warehousing Advance or
        Swingline Advance are outstanding against the Pledged Loan or Other
        Eligible Asset, Borrowers must pay to Credit Agent, without the
        necessity of prior demand or Notice from Credit Agent, and Borrowers
        authorize Credit Agent to cause the Funding Bank to charge Borrowers'
        Operating Account for, the amount of the prepayment, to be applied
        against the Warehousing Advance or Swingline Advance.

        3.3 (g) The proceeds of the sale or other disposition of Pledged Assets
        must be paid directly by the Investor or other obligor to the Cash
        Collateral Account. Borrowers must give Notice to Credit Agent in
        writing or by telephone or by RFConnects Delivery to Credit Agent (and
        if by telephone, followed promptly by written Notice) of the Pledged
        Assets for which proceeds have been received. Upon receipt of Borrowers'
        Notice, Credit Agent will apply any proceeds deposited into the Cash
        Collateral Account to the payment of the Advances related to the Pledged
        Assets identified by Borrowers in their Notice, and those Pledged Assets
        will be considered to have been


<PAGE>

        redeemed from pledge. Credit Agent is entitled to rely upon Borrowers'
        affirmation that deposits in the Cash Collateral Account represent
        payments from Investors or obligors for the purchase of the Pledged
        Assets specified by Borrowers in their Notice. If the payment from an
        Investor for the purchase of Pledged Assets is less than the outstanding
        Advances against the Pledged Assets identified by Borrowers in their
        Notice, Borrowers must pay to Credit Agent, and Borrowers authorize
        Credit Agent to cause the Funding Bank to charge Borrowers' Operating
        Account in an amount equal to that deficiency. As long as no Default or
        Event of Default exists, Credit Agent will return to Borrowers any
        excess payment from an Investor or obligor for Pledged Assets unless the
        Majority Lenders instruct Credit Agent otherwise. For the purposes of
        this Section 3.3(f), payments made by check into the Cash Collateral
        Account shall be deemed received when the check has cleared in
        accordance with Credit Agent's usual procedures.

        3.3 (h) Credit Agent reserves the right to revalue any Pledged Loan that
        is not (i) covered by a Purchase Commitment from Fannie Mae or Freddie
        Mac, or (ii) to be exchanged for an Agency Security if that Agency
        Security is covered by a Purchase Commitment. Borrowers must pay to
        Credit Agent, without the necessity of prior demand or Notice from
        Credit Agent, and Borrowers authorize Credit Agent to cause the Funding
        Bank to charge Borrowers' Operating Account for, any amount required
        after any such revaluation to reduce the principal amount of the
        Warehousing Advance outstanding against the revalued Pledged Loan to an
        amount equal to the Advance Rate for the applicable type of Eligible
        Loan, multiplied by the Fair Market Value of the Mortgage Loan, as
        applicable

        3.3 (i) If at any time the aggregate outstanding principal balance of
        all Term Loan Advances exceeds the Servicing Collateral Value, Borrowers
        shall prepay the Term Loan Advances in the amount of such excess. If at
        any time the aggregate outstanding principal balance of all Term Loan
        Advances and Warehousing Advances made against Other Eligible Assets
        exceeds 90% of the most recent Appraisal Value of the Servicing
        Portfolio (adjusted to reflect additions to and deletions from the
        Eligible Servicing Portfolio since the date of the relevant Appraisal),
        Borrowers shall prepay the following types of Advances, in order, in the
        amount of such excess:

            Warehousing Advances outstanding against Other Eligible Assets,
            other than Repurchased Maturing Mortgage Loans;

            Term Loan Advances; and

            Warehousing Advances outstanding against Repurchased Maturing
            Mortgage Loans.

        3.3 (j) Amounts received by Credit Agent as proceeds of the sale or
        other disposition of or payments on Pledged Loans, Pledged Securities
        and Other Eligible Assets and applied to the principal amount of
        Warehousing Advances shall be allocated among Lenders as follows:

            (1) First, except in the case of proceeds of or payments on Other
            Eligible Assets, to RFC until the principal amount of Swingline
            Advances have been paid in full; and

            (2) Second, pro rata to the Lenders in accordance with their
            respective Percentage Shares.

            Amounts applied to Swingline Advances set forth above shall be
            deemed to be a repayment of the Warehousing Advances deemed pursuant
            to Section 1.3 to be outstanding against such Pledged Loans or
            Pledged Securities.

        3.3 (k) The outstanding amount of any Swingline Advance made pursuant to
        Section 1.3 shall be payable in full within 1 Business Day after the
        date of such Advance.

<PAGE>

3.4.    Warehousing Commitment Fees

        Borrowers must pay each Lender, through Credit Agent, a fee
        ("Warehousing Commitment Fee") in the amount of 0.125% per annum of the
        amount of such Lender's Warehousing Commitment Amount. The Warehousing
        Commitment Fee is payable quarterly in advance. Credit Agent computes
        the Warehousing Commitment Fee on the basis of the actual number of days
        in each Calendar Quarter and a year of 360 days. On the Closing Date,
        Borrowers must pay the prorated portion of the Warehousing Commitment
        Fee due from the Closing Date to the last day of the current Calendar
        Quarter. After the Closing Date, Borrowers must pay the Warehousing
        Commitment Fee within 9 days after the date of Credit Agent's invoice
        or, if applicable, within 2 days after the date of Credit Agent's
        account analysis statement. If any Lender increases its Warehousing
        Commitment Amount, or if an Additional Lender becomes a party hereto,
        during any Calendar Quarter, Borrowers shall pay the prorated portion of
        the Warehousing Commitment Fee on the amount of such increase or the
        amount of such Additional Lender's Warehousing Commitment Amount from
        the effective date thereof to the last day of the current Calendar
        Quarter. If the date set forth in clause (a) of the definition of
        Warehousing Maturity Date occurs on a day other than the last day of a
        Calendar Quarter, Borrowers must pay the prorated portion of the
        Warehousing Commitment Fee due from the beginning of the then current
        Calendar Quarter to and including that date. Borrowers are not entitled
        to a reduction in the amount of the Warehousing Commitment Fee if (a)
        the Warehousing Commitment Amounts are reduced or (b) the Warehousing
        Commitment is terminated at the request of Borrowers or as a result of
        an Event of Default. If the Warehousing Commitment terminates at the
        request of Borrowers or as a result of an Event of Default, Borrowers
        must pay, on the date of termination, a Warehousing Commitment Fee on
        the Warehousing Commitment Amounts in effect immediately prior to
        termination, for the period from the date of termination to and
        including the date set forth in clause (a) of the definition of
        Warehousing Maturity Date on the date of such termination. Credit
        Agent's determination of the Warehousing Commitment Fee for any period
        is conclusive and binding, absent manifest error.

3.5.    Term Loan Non-Usage Fees

        At the end of each Calendar Quarter during the term of this Agreement,
        Credit Agent will determine the average usage of the Term Loan
        Commitment by calculating the arithmetic daily average of the Term Loan
        Advances outstanding during each month during such Calendar Quarter
        ("Used Portion"). Credit Agent will then subtract the Used Portion from
        the arithmetic daily average of the Term Loan Credit Limit during each
        such month, and the result, if positive, will be known as the "Unused
        Portion." Borrowers agree to pay to Credit Agent, for the account of
        Lenders, a fee ("Non-Usage Fee") in the amount of 0.20% per annum of the
        Unused Portion during each month during such Calendar Quarter. The
        Non-Usage Fee is payable quarterly, in arrears. Credit Agent computes
        the Non-Usage Fee on the basis of the actual number of days in each
        month and a year of 360 days. Borrowers must pay the Non-Usage Fee
        within 9 days after of the date of Credit Agent's invoice or if
        applicable, within 2 days after the date of Credit Agent's account
        analysis statement. If the date set forth in clause (a) of the
        definition of Term Loan Maturity Date occurs on a day other than the
        last day of a Calendar Quarter, Borrowers must pay the prorated portion
        of the Non-Usage Fee due from the beginning of the then current Calendar
        Quarter to and including that date. Borrowers are not entitled to a
        reduction in the amount of the Non-Usage Fee if the Term Loan Commitment
        Amount is terminated at the request of Borrowers or as a result of an
        Event of Default. If the Term Loan Commitment terminates at the request
        of Borrowers or as a result of an Event of Default, Borrowers must pay,
        on the date of termination, a Non-Usage Fee in the amount of 0.20% per
        annum on (i) through the date of such termination, the Unused Portion,
        and (ii) from and after the date of such termination to and including
        the date set forth in clause (a) of the definition of Term Loan
        Commitment Terminaton Date, the Term

<PAGE>

        Loan Credit Limit. Credit Agent's determination of the Non-Usage Fee for
        any period is conclusive and binding, absent manifest error.

3.6.    Agent's Fee

        Borrowers shall pay to Credit Agent, for its own account, such fees as
        shall be separately agreed between Borrowers and Credit Agent.

3.7.    Loan Package Fees, Wire Fees, Warehousing Fees

        At the time of each Warehousing Advance against an Eligible Loan,
        Borrowers will incur a loan package fee ("Loan Package Fee") and a wire
        fee ("Wire Fee"). Loan Package Fees and Wire Fees may, at Credit Agent's
        discretion, be billed separately or combined into a single warehousing
        fee ("Warehousing Fee"). Borrowers must pay all Loan Package Fees, Wire
        Fees or Warehousing Fees in the amount separately agreed between
        Borrowers and Credit Agent within 9 days after the date of Credit
        Agent's invoice or, if applicable, within 2 days after the date of
        Credit Agent's account analysis statement.

3.8.    Miscellaneous Fees and Charges

        Borrowers must reimburse Credit Agent for all Miscellaneous Fees and
        Charges. Borrowers must pay all Miscellaneous Fees and Charges within 9
        days after the date of Credit Agent's invoice or, if applicable, within
        2 days after the date of Credit Agent's account analysis statement.

3.9.    [Intentionally Omitted]

3.10.   Method of Making Payments

        3.10 (a) Credit Agent shall, on or before the 5th Business Day of each
        month, deliver to Borrowers billings for interest due and payable on
        Advances, the Warehousing Commitment Fees, the Term Loan Non-Usage Fees,
        Miscellaneous Charges payable to it and other fees and charges
        calculated through the end of the preceding month. On or after the 9th
        Business Day of each month, Borrowers shall pay to Credit Agent the full
        amount of interest, fees and charges billed as described above.

        3.10 (b) All payments made on account of the Obligations shall be made
        by Borrowers to Credit Agent for distribution to Lenders, except for
        Balance Deficiency Fees, which shall be made directly to the applicable
        Lenders, and fees and charges payable to Credit Agent for its own
        account. All payments made on account of the Obligations shall be made
        without setoff or counterclaim, free and clear of and without deduction
        for any taxes, fees or other charges of any nature whatsoever imposed by
        any taxing authority, and must be received by Credit Agent by 1:30 p.m.
        on the day of payment, it being expressly agreed and understood that if
        a payment is received after 1:30 p.m. by Credit Agent such payment will
        be considered to have been made on the next succeeding Business Day and
        interest thereon shall be payable by Borrowers at the then applicable
        rate during such extension. No principal payments resulting from the
        sale of Pledged Loans or Pledged Securities shall be deemed to have been
        received by Credit Agent until Credit Agent has also received the Notice
        required under Section 3.3(g). All payments shall be made in lawful
        money of the United States of America in immediately available funds
        transferred via wire to the Cash Collateral Account. If any payment
        required to be made by Borrowers hereunder becomes due and payable on a
        day other than a Business Day, the due date thereof shall be extended

<PAGE>

        to the next succeeding Business Day and interest shall be payable on
        Advances so extended at the then applicable rate during such extension.

        3.10 (c) All amounts received by Credit Agent on account of the
        Obligations (except amounts received in respect of fees or expenses
        payable hereunder to Credit Agent for its own account or amounts payable
        to RFC for Swingline Advances) shall be disbursed to Lenders by wire
        transfer on the date of receipt if received by Credit Agent by the
        applicable deadlines for payment thereof as specified in Section 3.10(b)
        hereof, or if received later, by 12:00 noon on the next succeeding
        Business Day, without any interest payable by Credit Agent thereon.

        3.10 (d) Without limiting any other right that Credit Agent or any
        Lender may have under applicable law or otherwise, while a Default or
        Event of Default exists, Borrowers authorize Credit Agent to cause the
        Funding Bank to charge Borrowers' Operating Account, for any Obligations
        due and owing, without the necessity of prior demand or Notice from
        Credit Agent.

3.11.   Illegality

        In the event that any Lender shall have determined (which determination
        shall be conclusive and binding absent manifest error) at any time that
        the introduction of, or any change in, any applicable law, rule,
        regulation, order or decree or in the interpretation or the
        administration thereof by any Person charged with the interpretation or
        administration thereof, or compliance by such Lender with any request or
        directive (whether or not having the force of law) of any such Person,
        shall make it unlawful or impossible for such Lender to charge interest
        at the Balance Funded Rate based on Borrowers' Eligible Balances as
        contemplated by this Agreement, then such Lender shall forthwith give
        Notice thereof to Credit Agent and Borrowers describing such illegality
        in reasonable detail. Upon the giving of such Notice, the obligation of
        such Lender to charge interest at the Balance Funded Rate based on
        Borrowers' Eligible Balances shall be immediately suspended for the
        duration of such illegality and with respect to Advances bearing
        interest at the Balance Funded Rate, each such Advance of such Lender
        shall bear interest at the applicable Interest Rate described in Exhibit
        H. If and when such illegality ceases to exist, such Lender shall notify
        Credit Agent and Borrowers thereof and such suspension shall cease.

3.12.   Increased Costs; Capital Requirements

        In the event any applicable law, order, regulation or directive issued
        by any governmental or monetary authority, or any change therein or in
        the governmental or judicial interpretation or application thereof, or
        compliance by any Lender with any request or directive (whether or not
        having the force of law) by any governmental or monetary authority:

        3.12 (a) Does or shall subject any Lender to any tax of any kind
        whatsoever with respect to this Agreement or any Advances made
        hereunder, or change the basis of taxation on payments to such Lender of
        principal, fees, interest or any other amount payable hereunder (except
        for change in the rate of tax on the overall gross or net income of such
        Lender by the jurisdiction in which such Lender principal office is
        located); or

        3.12 (b) Does or shall impose, modify or hold applicable any reserve,
        capital requirement, special deposit, compulsory loan or similar
        requirement against assets held by, or deposits or other liabilities in
        or for the account of, advances or loans by, or other credit extended
        by, or any other acquisition of funds by, such Lender which are not
        otherwise included in the determination of the interest rate as
        calculated hereunder;


<PAGE>

        and the result of any of the foregoing is to increase the cost to such
        Lender of making, renewing or maintaining any Advance or to reduce any
        amount receivable in respect thereof or to reduce the rate of return on
        the capital of such Lender or any Person controlling such Lender as it
        relates to credit facilities in the nature of that evidenced by this
        Agreement, then, in any such case, Borrowers shall promptly pay any
        additional amounts necessary to compensate such Lender for such
        additional cost or reduced amounts receivable or reduced rate of return
        as determined by such Lender with respect to this Agreement or Advances
        made hereunder. If a Lender becomes entitled to claim any additional
        amounts pursuant to this Section, it shall notify Borrowers through
        Credit Agent of the event by reason of which it has become so entitled
        and Borrowers shall pay such amount within 15 days thereafter. A
        certificate as to any additional amount payable pursuant to the
        foregoing sentence containing the calculation thereof in reasonable
        detail submitted by a Lender, through Credit Agent, to Borrowers shall
        be conclusive in the absence of manifest error.

3.13.   Withholding Taxes

        3.13 (a)(1) Any and all payments by Borrowers hereunder or under the
        Notes shall be made free and clear of and without deduction for any and
        all present or future taxes, levies, imposts, deductions, charges or
        withholdings, and all liabilities with respect thereto imposed on it by
        any jurisdiction (excluding, in the case of each Lender and Credit
        Agent, (y) franchise taxes imposed on or measured by its income by the
        jurisdiction under the laws of which such Lender or Credit Agent, as the
        case may be, is organized or any political subdivision thereof, and, (z)
        if such Lender or Credit Agent is entitled at such time to a total or
        partial exemption from withholding that is required to be evidenced by a
        United States Internal Revenue Service Form, taxes imposed on it by
        reason of any failure of such Lender or Credit Agent to deliver to
        Credit Agent or the Borrowers, from time to time as required by Credit
        Agent or Borrowers, such Form, completed in a manner reasonably
        satisfactory to Credit Agent or the Borrowers) (all such non-excluded
        taxes, levies, imposts, deductions, charges, withholdings and
        liabilities being hereinafter referred to as "Taxes"). If Borrowers
        shall be required by law to deduct any taxes from or in respect of any
        sum payable hereunder or under any Note to any Lender or Credit Agent
        (i) the sum payable shall be increased as may be necessary so that after
        making all required deductions (including deductions applicable to
        additional sums payable under this Section 3.13) such Lender or Credit
        Agent (as the case may be) receives an amount equal to the sum it would
        have received had no such deductions been made, (ii) Borrowers shall
        make such deductions, and (iii) Borrowers shall pay the full amount
        deducted to the relevant taxing authority or other authority in
        accordance with applicable law.

            (2) Borrowers will indemnify each Lender and Credit Agent for the
            full amount of taxes (including, without limitation, any taxes
            imposed by any jurisdiction on amounts payable under this Section
            3.13 paid by such Lender or Credit Agent (as the case may be) and
            any liability (including penalties, interest and expenses) arising
            therefrom or with respect thereto, whether or not such taxes were
            correctly or legally asserted. This indemnification shall be made
            within 30 days from the date such Lender or Credit Agent (as the
            case may be) makes written demand therefor.

            (3) Within 30 days after the date of any payment of taxes, Borrowers
            will furnish to Credit Agent the original or a certified copy of a
            receipt evidencing payment thereof.

            (4) Prior to the Closing Date, in the case of each Lender which is
            an original signatory hereto, and on the date of the assignment
            pursuant to which it becomes a Lender, in the case of each other
            Lender, and from time to time thereafter if requested by Borrowers
            or Credit Agent, each Lender organized under the laws of a
            jurisdiction outside the United States that is entitled to an
            exemption from United States withholding tax, or

<PAGE>

            that is subject to such tax at a reduced rate under an applicable
            tax treaty, shall provide Credit Agent and Borrowers with an
            Internal Revenue Service Form W-8BEN or W-8ECI or other applicable
            form, certificate or document prescribed by the Internal Revenue
            Service of the United States certifying as to such Lender's
            entitlement to such exemption or reduced rate with respect to all
            payments to be made to such Lender hereunder and under the Notes.
            Unless Borrowers and Credit Agent have received forms or other
            documents satisfactory to them indicating that payments hereunder or
            under any Note are not subject to United States withholding tax or
            are subject to such tax at a rate reduced by an applicable tax
            treaty, Borrowers or Credit Agent shall withhold taxes from such
            payments at the applicable statutory rate in the case of payments to
            or for any Lender organized under the laws of a jurisdiction outside
            the United States.

            (5) Any Lender claiming any additional amounts payable pursuant to
            this Section 3.13 shall use its best efforts (consistent with its
            internal policy and legal and regulatory restrictions) to change the
            jurisdiction of its applicable lending office to a jurisdiction in
            which such Lender already has a lending office if the making of such
            a change would avoid the need for, or reduce the amount of, any such
            additional amounts which may thereafter accrue and would not, in the
            reasonable judgment of such Lender, be otherwise disadvantageous to
            such Lender.

            (6) Without prejudice to the survival of any other agreement of the
            Borrowers hereunder, the agreements and obligations of the Borrowers
            contained in this Section 3.13 shall survive the payment in full of
            principal and interest hereunder and under the Notes.

        3.13 (b) If Borrowers become obligated to pay additional amounts
        described in Section 3.13(a) as a result of any condition described in
        such Section and payment of such amount is demanded by any Lender, then
        unless a Default or an Event of Default shall have occurred and be
        continuing or such Lender has theretofore taken steps that will promptly
        remove or cure the conditions creating the cause for such obligation to
        pay such additional amounts, or has revoked such election, as the case
        may be, Borrowers may, on 10 Business Days' prior written Notice to
        Credit Agent, who shall promptly send a copy of such notice to each
        Lender, cause such Lender to (and such Lender shall, upon payment in
        full of all amounts outstanding in respect of such Lender's Advances,
        including accrued interest thereon, and all other amounts due and
        payable to such Lender hereunder) assign pursuant to Section 12.6 all of
        its rights and obligations under this Agreement to a Lender or other
        Person selected by Borrowers and reasonably acceptable to Credit Agent.

                                End of Article 3

<PAGE>
        COLLATERAL

4.1.    Grant of Security Interest

        As security for the payment of the Notes and for the performance of all
        of Borrowers' Obligations, Borrowers grant a security interest to Credit
        Agent, for the benefit of Lenders, in all of Borrowers' right, title and
        interest in and to the following described property ("Collateral"):

        4.1 (a) All amounts advanced by Credit Agent to or for the account of
        Borrowers under this Agreement to fund a Mortgage Loan until that
        Mortgage Loan is closed and those funds disbursed.

        4.1 (b) All Mortgage Loans, including all Mortgage Notes, Mortgages and
        Security Agreements evidencing or securing those Mortgage Loans, that
        are delivered or caused to be delivered to Credit Agent or any Lender
        (including delivery to a third party on behalf of Credit Agent), or that
        otherwise come into the possession, custody or control of Credit Agent
        or any Lender (including the possession, custody or control of a third
        party on behalf of Credit Agent) for the purpose of pledge or in respect
        of which Credit Agent has made an Advance under this Agreement
        (collectively, "Pledged Loans").

        4.1 (c) All Mortgage-backed Securities that are created in whole or in
        part on the basis of Pledged Loans or that are delivered or caused to be
        delivered to Credit Agent or any Lender (including delivery to a third
        party on behalf of Credit Agent), or that otherwise come into the
        possession, custody or control of Credit Agent or any Lender (including
        the possession, custody or control of a third party on behalf of Credit
        Agent) or that are registered by book-entry in the name of Credit Agent
        or any Lender (including registration in the name of a third party on
        behalf of Credit Agent), in each case for the purpose of pledge, or in
        respect of which an Advance has been made under this Agreement
        (collectively, "Pledged Securities").

        4.1 (d) All private mortgage insurance and all commitments issued by the
        VA or FHA to insure or guarantee any Mortgage Loans included in the
        Pledged Loans, all Purchase Commitments held by Borrowers covering
        Pledged Loans or Pledged Securities, and all proceeds from the sale of
        Pledged Loans or Pledged Securities to Investors pursuant to those
        Purchase Commitments; and all personal property, contract rights,
        servicing rights or contracts and servicing fees and income or other
        proceeds, amounts and payments payable to Borrowers as compensation or
        reimbursement, accounts, payments, intangibles and general intangibles
        of every kind relating to Pledged Loans, Pledged Securities, Purchase
        Commitments, VA commitments or guaranties, FHA commitments, private
        mortgage insurance and commitments, and all other documents or
        instruments relating to Pledged Loans and Pledged Securities, including
        any interest of Borrowers in any fire, casualty or hazard insurance
        policies and any awards made by any public body or decreed by any court
        of competent jurisdiction for a taking or for degradation of value in
        any eminent domain proceeding as the same relate to Pledged Loans.

        4.1 (e) All Servicing Contracts now owned or created or acquired by
        Borrowers after the date of this Agreement that do not, by their terms,
        prohibit the creation of a Lien thereon in favor of Credit Agent
        (collectively, "Pledged Servicing Contracts").

        4.1 (f) All rights of Borrowers to receive payments under or by virtue
        of the Servicing Contracts owned by Borrowers, whether as servicing
        fees, servicing income, damages, amounts payable upon the cancellation
        or termination of those Servicing Contracts, interest on the foregoing,
        or otherwise (collectively, "Pledged Servicing Payments").

<PAGE>

        4.1 (g) All agreements under which any Servicing Contract owned by
        Borrowers was acquired or is sold by Borrowers (including the
        acquisition or sale of a Person that owns the Servicing Contract), and
        all documents executed or delivered in connection with that acquisition
        or sale (collectively, "Pledged Servicing Acquisition/Disposition
        Agreements").

        4.1 (h) All accounts or general intangibles owned by Borrowers
        ("Receivables") for the payment of money against (1) VA under a VA
        guaranty of, FHA or a private mortgage insurer under an FHA or private
        insurer's mortgage insurance policy insuring payment of, or any other
        Person under any other agreement (including a Servicing Contract)
        relating to, all or part of a defaulted Mortgage Loan repurchased by
        Borrowers from an investor or out of a pool of Mortgage Loans serviced
        by Borrowers, (2) obligors and their accounts, Fannie Mae, Freddie Mac,
        Ginnie Mae or any other investor under a Servicing Contract covering, or
        out of the proceeds of any sale of or foreclosure sale in respect of,
        any Mortgage Loan (A) repurchased by Borrowers out of a pool of Mortgage
        Loans serviced by Borrowers, or (B) being serviced by Borrowers, in
        either case, for the reimbursement of real estate taxes or assessments,
        or casualty or liability insurance premiums, paid by Borrowers in
        connection with Mortgage Loans, and (3) obligors and their accounts, or
        Fannie Mae, Freddie Mac, Ginnie Mae or any other investor under or in
        respect of, or out of the proceeds of any sale or foreclosure sale in
        respect of, any Mortgage Loans serviced by Borrowers for repayment of
        advances made by Borrowers to cover shortages in principal and interest
        payments.

        4.1 (i) All escrow accounts, documents, instruments, files, surveys,
        certificates, correspondence, appraisals, computer programs, tapes,
        discs, cards, accounting records (including all information, records,
        tapes, data, programs, discs and cards necessary or helpful in the
        administration or servicing of the Collateral) and other information and
        data of Borrowers relating to the Collateral.

        4.1 (j) All cash, whether now existing or acquired after the date of
        this Agreement, delivered to or otherwise in the possession of Credit
        Agent or any Lender, the Funding Bank or Credit Agent's agent, bailee or
        custodian or designated on the books and records of Borrowers as
        assigned and pledged to Credit Agent, including all cash deposited in
        the Cash Collateral Account, the Check Disbursement Account and the Wire
        Disbursement Account.

        4.1 (k) All Hedging Arrangements related to the Collateral ("Pledged
        Hedging Arrangements") and Borrowers' accounts in which those Hedging
        Arrangements are held ("Pledged Hedging Accounts"), including all rights
        to payment arising under the Pledged Hedging Arrangements and the
        Pledged Hedging Accounts, except that Credit Agent's security interest
        in the Pledged Hedging Arrangements and Pledged Hedging Accounts applies
        only to benefits, including rights to payment, related to the
        Collateral.

        4.1 (l) All cash and non-cash proceeds of the Collateral, including all
        dividends, distributions and other rights in connection with, and all
        additions to, modifications of and replacements for, the Collateral, and
        all products and proceeds of the Collateral, together with whatever is
        receivable or received when the Collateral or proceeds of Collateral are
        sold, collected, exchanged or otherwise disposed of, whether such
        disposition is voluntary or involuntary, including all rights to payment
        with respect to any cause of action affecting or relating to the
        Collateral or proceeds of Collateral.

4.2.    Maintenance of Collateral Records

        As long as the Commitments are outstanding or there remain any
        Obligations to be paid or performed under this Agreement or under any
        other Loan Document, Borrowers must preserve and maintain, at their
        chief executive office and principal place of business or in a regional
        office

<PAGE>

        approved by Credit Agent, or in the office of a computer service bureau
        engaged by Borrowers and approved by Credit Agent and, upon request,
        make available to Credit Agent or Lenders the originals, or copies in
        any case where the originals have been delivered to Credit Agent or to
        an Investor, of the Mortgage Notes, Mortgages and Security Agreements
        included in Pledged Loans, Mortgage-backed Securities delivered to
        Credit Agent as Pledged Securities, Purchase Commitments, and all
        related 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.

4.3.    Release of Security Interest in Pledged Loans and Pledged Securities

        4.3 (a) Except as provided in Section 4.3(b), Credit Agent will release
        its security interest in the Pledged Loans only against payment to
        Credit Agent of the Release Amount in connection with those Pledged
        Loans. If Pledged Loans are transferred to a pool custodian or an
        Investor for inclusion in a Mortgage Pool and Credit Agent's security
        interest in the Pledged Loans included in the Mortgage Pool is not
        released before the issuance of the related Mortgage-backed Security,
        then that Mortgage-backed Security, when issued, is a Pledged Security,
        Credit Agent's security interest continues in the Pledged Loans backing
        that Pledged Security and Credit Agent is entitled to possession of the
        Pledged Security in the manner provided in this Agreement.

        4.3 (b) If Pledged Loans are transferred to an Approved Custodian and
        included in an Eligible Mortgage Pool, Credit Agent's security interest
        in the Pledged Loans included in the Eligible Mortgage Pool will be
        released upon the delivery of the Agency Security to Credit Agent
        (including delivery to or registration in the name of a third party on
        behalf of Credit Agent) and that Agency Security is a Pledged Security.
        Credit Agent's security interest in that Pledged Security will be
        released only against payment to Credit Agent of the Release Amount in
        connection with the Mortgage Loans backing that Pledged Security.

        4.3 (c) Credit Agent has the exclusive right to possession of all
        Pledged Securities or, if Pledged Securities are issued in book-entry
        form or issued in certificated form and delivered to a clearing
        corporation (as that term is defined in the Uniform Commercial Code of
        Minnesota) or its nominee, Credit Agent has the right to have the
        Pledged Securities registered in the name of a securities intermediary
        (as that term is defined in the Uniform Commercial Code of Minnesota) in
        an account containing only customer securities and credited to an
        account of Credit Agent with respect to which Credit Agent is the
        entitlement holder. Credit Agent has no duty or obligation to deliver
        Pledged Securities to an Investor or to credit Pledged Securities to the
        account of an Investor or an Investor's designee except against payment
        for those Pledged Securities. Borrowers acknowledge that Credit Agent
        may enter into one or more standing arrangements with securities
        intermediaries with respect to Pledged Securities issued in book entry
        form or issued in certificated form and delivered to a clearing
        corporation or its designee, under which the Pledged Securities are
        registered in the name of the securities intermediary, and Borrowers
        agree, upon request of Credit Agent, to execute and deliver to those
        securities intermediaries Borrowers' written concurrence in any such
        standing arrangements.

        4.3 (d) If no Default or Event of Default occurs, Borrowers may redeem a
        Pledged Loan or Pledged Security from Credit Agent's security interest
        by notifying Credit Agent of its intention to redeem the Pledged Loan or
        Pledged Security from pledge and either (1) paying, or causing an
        Investor to pay, to Credit Agent, for application as a prepayment on the
        principal balance of the Warehousing Note, the Release Amount in
        connection with the Pledged Loan or the Pledged Loans backing that
        Pledged Security, or (2) delivering substitute Collateral that, in
        addition to being acceptable to Credit Agent in its sole discretion
        will, when included with the remaining Collateral, result in a
        Warehousing Collateral Value of all Collateral held by Credit Agent that
        is at

<PAGE>

        least equal to the aggregate outstanding Warehousing Advances (other
        than Warehousing Advances against Other Eligible Assets).

        4.3 (e) After a Default or Event of Default occurs, Credit Agent may,
        with no liability to Borrowers or any Person, continue to release its
        security interest in any Pledged Loan or Pledged Security against
        payment of the Release Amount for that Pledged Loan or for the Pledged
        Loans backing that Pledged Security.

        4.3 (f) The amount to be paid by Borrowers to obtain the release of
        Credit Agent's security interest in a Pledged Loan ("Release Amount")
        will be (1) in connection with the sale of a Pledged Loan by Borrowers,
        the payment required in any bailee letter pursuant to which Credit Agent
        ships that Pledged Loan to an Investor, Approved Custodian, pool
        custodian or other party, (2) in connection with the sale of a Pledged
        Loan by Credit Agent while an Event of Default exists, the amount paid
        to Credit Agent in a commercially reasonable disposition of that Pledged
        Loan and (3) otherwise, until an Event of Default occurs, the principal
        amount of the Warehousing Advance outstanding against the Pledged Loan.

4.4.    Release of Security Interest in Other Eligible Assets

                Assets other than Pledged Loans, Pledged Securities and related
                Collateral will be released from Credit Agent's security
                interest in connection with any sale thereof permitted pursuant
                to this Agreement, provided that any prepayment of Advances
                required in connection with or a result of such sale under
                Section 3.3, including Section 3.3(f), 3.3(g) and 3.3(i), is
                made prior to, or at the time of, such sale.

4.5.    Collection and Servicing Rights

        4.5 (a) If no Event of Default exists, Borrowers may service and receive
        and collect directly all sums payable to Borrowers in respect of the
        Collateral other than proceeds of any Purchase Commitment or proceeds of
        the sale of any Collateral. All proceeds of any Purchase Commitment or
        any other sale of Collateral must be paid directly to the Cash
        Collateral Account for application as provided in this Agreement.

        4.5 (b) After an Event of Default, Credit Agent or its designee is
        entitled to service and receive and collect all sums payable to
        Borrowers in respect of the Collateral, and in such case (1) Credit
        Agent or its designee in its discretion may, in its own name, in the
        name of Borrowers 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 Collateral, but Credit Agent has no obligation
        to do so, (2) Borrowers must, if Credit Agent requests it to do so, hold
        in trust for the benefit of Credit Agent and immediately pay to Credit
        Agent at its office designated by Notice, all amounts received by
        Borrowers upon or in respect of any of the Collateral, advising Credit
        Agent as to the source of those funds and (3) all amounts so received
        and collected by Credit Agent will be held by it as part of the
        Collateral.

4.6.    Return of Collateral at End of Commitments

        If (a) the Commitments have expired or been terminated, and (b) no
        Advances, interest or other Obligations are outstanding and unpaid,
        Credit Agent will release its security interest and will deliver all
        Collateral in its possession to Borrowers at Borrowers' expense.
        Borrowers' acknowledgement or receipt for any Collateral released or
        delivered to Borrowers under any provision of this Agreement is a
        complete and full acquittance for the Collateral so returned, and Credit
        Agent is discharged from any liability or responsibility for that
        Collateral.

<PAGE>

4.7.    Delivery of Collateral Documents

        4.7 (a) Credit Agent may deliver documents relating to the Collateral to
        Borrowers for correction or completion under a Trust Receipt.

        4.7 (b) If no Default or Event of Default exists, upon delivery by
        Borrowers to Credit Agent of shipping instructions pursuant to the
        applicable Exhibit B, Credit Agent will deliver the Mortgage Notes
        evidencing Pledged Loans or Pledged Securities, together with all
        related loan documents and pool documents previously received by Credit
        Agent under the requirements of the applicable Exhibit B, to the
        designated Investor or Approved Custodian or to another party designated
        by Borrowers and acceptable to Credit Agent in its sole discretion.

        4.7 (c) If a Default or Event of Default exists, Credit Agent may,
        without liability to Borrowers or any other Person, continue to deliver
        Pledged Loans or Pledged Securities, together with all related loan
        documents and pool documents in Credit Agent's possession, to the
        applicable Investor, or Approved Custodian or to another party
        acceptable to Credit Agent in its sole discretion.

        4.7 (d) Upon receipt of Notice from Borrowers under Section 3.3(g), and
        payment of the Release Amount with respect to a Pledged Loan identified
        by Borrowers, Credit Agent will, at Borrowers' request, release to
        Borrowers any Collateral Documents relating to the redeemed Pledged Loan
        or the Pledged Loans backing a Pledged Security that Credit Agent has in
        its possession and that have not been delivered to an Investor or
        Approved Custodian; provided, that Credit Agent shall, if requested by
        an Investor or Approved Custodian or consistent with past practices,
        provide the Collateral Documents for any Pledged Loan purchased to such
        Investor, and the Collateral Documents for any Pledged Loan backing
        Mortgage-backed Securities to the Approved Custodian.

4.8.    Borrowers Remains Liable

        Anything herein to the contrary notwithstanding, Borrowers shall remain
        liable under each item of the Collateral to observe and perform all the
        conditions and obligations to be observed and performed by it
        thereunder, all in accordance with the terms thereof and any other
        agreement giving rise thereto, and in accordance with and pursuant to
        the terms and provisions thereof. Whether or not Credit Agent has
        exercised any rights in any of the Collateral, neither Credit Agent, nor
        any Lender shall have any obligation or liability under any of the
        Collateral (or any agreement giving rise thereto) by reason of or
        arising out of this Agreement or the receipt by Credit Agent of any
        payment relating thereto, nor shall Credit Agent nor any Lender be
        obligated in any manner to perform any of the obligations of Borrowers
        under or pursuant to any of the Collateral (or any agreement giving rise
        thereto) to make any payment, to make any inquiry as to the nature or
        the sufficiency of any payment received by it or as to the sufficiency
        of any performance by any party under any of the Collateral (or any
        agreement giving rise thereto), to present or file any claim, to take
        any action to enforce any performance or to collect the payment of any
        amounts which may have been assigned to it or to which it may be
        entitled at any time or times.

4.9.    Further Assurance

        Borrowers authorize Credit Agent to file any financing statements, and
        Borrowers agree to take whatever other actions are requested by Credit
        Agent to perfect and continue Credit Agent's security interest in the
        Collateral. Borrowers will execute and cooperate with Credit Agent in
        obtaining from third parties control agreements in form satisfactory to
        Credit Agent with respect to collateral

<PAGE>

        consisting of investment property, deposit accounts, letter-of-credit
        rights, and electronic chattel paper.

                                End of Article 0

<PAGE>

        CONDITIONS PRECEDENT

5.1.    Initial Advance

        The Lenders' obligation to make the initial Advance under this Agreement
        is subject to the satisfaction, in the sole discretion of Credit Agent,
        of the following conditions precedent:

        5.1 (a) Credit Agent must receive the following, all of which must be
        satisfactory in form and content to Credit Agent, in its sole
        discretion:

            (1) The Notes and this Agreement duly executed by Borrowers.

            (2) A certificate of CNI stating that there has been no change in
            either CNI's articles or certificate of incorporation or bylaws
            since those delivered in connection with the Existing Agreement and
            there has been no change in the certificate as to the incumbency and
            authenticity of the signatures of the officers of CNI delivered
            pursuant to Section 5.1(a)(5) of the Existing Agreement, and
            attaching (and certifying to) CNI's resolutions authorizing the
            execution, delivery and performance of this Agreement and the other
            Loan Documents, each applicable Advance Request and all other
            agreements, instruments or documents to be delivered by such
            Borrower under this Agreement; and certificates of good standing
            dated within 60 days prior to the date of this Agreement.

            (3) A certificate of AHMC stating that there has been no change in
            either AHMC's articles or certificate of incorporation or bylaws
            since those delivered in connection with the Existing Agreement and
            that there has been no change in the certificate as to the
            incumbency and authenticity of the signatures of the officers of
            AMHC delivered pursuant to Section 5.1(a)(5) of the Existing
            Agreement, and attaching (and certifying to) AHMC's resolutions
            authorizing the execution, delivery and performance of this
            Agreement and the other Loan Documents, each applicable Advance
            Request and all other agreements, instruments or documents to be
            delivered by such Borrower under this Agreement; and certificates of
            good standing dated within 60 days prior to the date of this
            Agreement.

            (4) A reaffirmation of Guaranty, on the form prescribed by Credit
            Agent, duly executed by AH Holdings.

            (5) A certificate of AH Holdings stating that there has been no
            change in either AH Holding's articles or certificate of
            incorporation or bylaws since those delivered in connection with the
            Existing Agreement and that there has been no change in the
            certificate as to the incumbency and authenticity of the signatures
            of the officers of AH Holdings delivered pursuant to Section
            5.1(a)(9) of the Existing Agreement and attaching AH Holdings'
            resolutions authorizing the execution, delivery and performance of
            the Guaranty, as modified by the reaffirmation referred to in
            Section 5.1(a)(4) of this Agreement, the other Loan Documents and
            all other agreements, instruments or documents to be delivered by AH
            Holdings under this Agreement or the Guaranty; and certifiates of
            good standing dated within 60 days prior to the date of this
            Agreement.

            (6) AHMAI's articles or certificate of incorporation, together with
            all amendments, as certified by the Secretary of State of Maryland,
            AHMAI's bylaws, together with all amendments, certified by the
            corporate secretary or assistant secretary of AHMAI and certificates
            of good standing dated within 60 days prior to the date of this
            Agreement.

<PAGE>

            (7) A resolution of the board of directors of AHMAI, certified as of
            the date of this Agreement by its corporate secretary, authorizing
            the execution, delivery and performance of this Agreement, the other
            Loan Documents, each applicable Advance Request and all other
            agreements, instruments or documents to be delivered by such
            Borrower under this Agreement.

            (8) A certificate as to the incumbency and authenticity of the
            signatures of the officers of AHMAI executing this Agreement, the
            other Loan Documents, each Applicable Advance Request and all other
            agreements, instruments or documents to be delivered by AHMAI under
            the Agreement (Credit Agent and Lenders being entitled to rely on
            that certificate until a new incumbency certificate has been
            furnished to Credit Agent).

            (9) The Guaranty of AHMIC, on the form prescribed by Credit Agent,
            duly executed by AHMIC.

            (10) AHMIC 's articles or certificate of incorporation, together
            with all amendments, as certified by the Secretary of State of
            Maryland, bylaws, together with all amendments, certified by the
            corporate secretary of AHMIC and certificates of good standing dated
            within 60 days prior to the date of this Agreement.

            (11) A resolution of the board of directors of AHMIC, certified as
            of the date of this Agreement by its corporate secretary,
            authorizing the execution, delivery and performance of the Guaranty,
            and all other agreements, instruments or documents to be delivered
            by AHMIC under this Agreement.

            (12) A certificate as to the incumbency and authenticity of the
            signatures of the officers of AHMIC executing the Guaranty and all
            other agreements, instruments or documents to be delivered by AHMIC
            under this Agreement (Credit Agent and Lenders being entitled to
            rely on that certificate until a new incumbency certificate has been
            furnished to Credit Agent).

            (13) Assumed Name Certificates dated within 30 days of the date of
            this Agreement for any assumed name used by any Borrower in the
            conduct of its business.

            (14) A favorable written opinion of counsel to Borrowers and
            Guarantors, addressed to Lenders and dated as of the date of this
            Agreement, covering such matters as Credit Agent may reasonably
            request.

            (15) Uniform Commercial Code, tax lien and judgment searches of the
            appropriate public records for each Borrower that do not disclose
            the existence of any prior Lien on the Collateral other than in
            favor of Credit Agent or as permitted under this Agreement.

            (16) Copies of the certificates, documents or other written
            instruments that evidence each Borrower's eligibility described in
            Section 9.1, all in form and substance satisfactory to Credit Agent.

            (17) Copies of each Borrower's errors and omissions insurance policy
            or mortgage impairment insurance policy, and blanket bond coverage
            policy, or certificates in lieu of policies, showing compliance by
            each Borrower as of the date of this Agreement with the related
            provisions of Section 7.9.

            (18) Receipt by Credit Agent of any fees due on the date of this
            Agreement.


<PAGE>

        5.1 (b) If any Borrower is indebted to any of its directors, officers,
        shareholders or Affiliates, as of the date of this Agreement, which
        indebtedness has a term of more than 1 year or is in excess of $100,000,
        the Person to whom such Borrower is indebted must have executed a
        Subordination of Debt Agreement, on the form prescribed by Credit Agent;
        and Credit Agent must have received an executed copy of that
        Subordination of Debt Agreement, certified by the corporate secretary of
        such Borrowers to be true and complete and in full force and effect as
        of the date of the initial Advance.

        5.1 (c) Borrowers must not have incurred any material liabilities,
        direct or contingent, other than in the ordinary course of its business,
        since the Audited Statement Date.

5.2.    Each Advance

        Lenders' obligation to make the initial and each subsequent Advance is
        subject to the satisfaction, in the sole discretion of Credit Agent, as
        of the date of each Advance, of the following additional conditions
        precedent:

        5.2 (a) Borrowers must have delivered to Credit Agent, the applicable
        Advance Request and Collateral Documents required by, and must have
        satisfied the procedures set forth in, Article 2 and the Exhibits
        described in that Article. All items delivered to Credit Agent must be
        satisfactory to Credit Agent in form and content, and Credit Agent may
        reject any item that does not satisfy the requirements of this Agreement
        or the related Purchase Commitment.

        5.2 (b) Credit Agent must have received evidence satisfactory to it
        confirming the making and/or continuation of any book entry or the due
        filing and recording in all appropriate offices of all financing
        statements and other instruments necessary to perfect the security
        interest of Credit Agent in the Collateral under the Uniform Commercial
        Code or other applicable law.

        5.2 (c) The representations and warranties of Borrowers contained in
        Article 6 and 9 and the representations and warranties of each Guarantor
        under the Guaranty must be accurate and complete in all material
        respects as if made on and as of the date of each Advance.

        5.2 (d) Borrowers must have performed all agreements to be performed by
        them under this Agreement and after giving effect to the requested
        Advance no Default or Event of Default may exists under this Agreement.

        5.2 (e) Each Guarantor must have performed all agreements to be
        performed by each Guarantor under the Guaranty.

        Delivery of an Advance Request by Borrowers will be deemed a
        representation by Borrowers and Guarantors that all conditions set forth
        in this Section have been satisfied as of the date of the Advance.

5.3.    Force Majeure

        Notwithstanding Borrowers' satisfaction of the conditions set forth in
        this Agreement, Credit Agent and Lenders have no obligation to make an
        Advance if Lenders or Credit Agent are unable to deliver such funds as a
        result of any fire or other casualty, failure of power, strike, lockout
        or other labor trouble, banking moratorium, embargo, sabotage,
        confiscation, condemnation, riot, civil disturbance, insurrection, act
        of terrorism, war or other activity of armed forces, act of God or other
        similar reason beyond the control of Lenders and Credit Agent. Lenders
        and Credit Agent will make the requested Advance as soon as reasonably
        possible following the occurrence of such an event.


<PAGE>

                                End of Article 0

<PAGE>

        GENERAL REPRESENTATIONS AND WARRANTIES

        Borrowers represent and warrant to Credit Agent and Lenders as of the
        date of this Agreement and as of the date of each Advance Request and
        the making of each Advance, that:

6.1.    Place of Business

        Each Borrower's chief executive office and principal place of business
        is: c/o American Home Mortgage Holdings, Inc., 520 Broadhollow Road,
        Melville, NY 11747.

6.2.    Organization; Good Standing; Subsidiaries

        Each Borrower is a corporation duly organized, validly existing and in
        good standing under the laws of the State of Maryland (in the case of
        CNI and AHMAI) and the State of New York (in the case of AHMC),
        respectively, and has the full legal power and authority to own its
        property and to carry on its business as currently conducted. Each
        Borrower is duly qualified as a foreign corporation to do business and
        is in good standing in each jurisdiction in which the transaction of its
        business makes qualification necessary, except in jurisdictions, if any,
        where a failure to be in good standing has no material adverse effect on
        such Borrower's business, operations, assets or financial condition as a
        whole. For the purposes of this Agreement, good standing includes
        qualification for all licenses and payment of all taxes required in the
        jurisdiction of its incorporation and in each jurisdiction in which a
        Borrower transacts business. Borrowers have no Subsidiaries except as
        set forth on Exhibit D, which sets forth with respect to each
        Subsidiary, its name, address, jurisdiction of organization, each state
        in which it is qualified to do business and the percentage ownership of
        its capital stock by a Borrower. Each of Borrowers' Subsidiaries is duly
        organized, validly existing and in good standing under the laws of the
        jurisdiction of its organization, and has the full legal power and
        authority to own its property and to carry on its business as currently
        conducted.

6.3.    Authorization and Enforceability

        Each Borrower has the power and authority to execute, deliver and
        perform this Agreement, the Notes and other Loan Documents to which it
        is party and to make the borrowings under this Agreement. The execution,
        delivery and performance by each Borrower of this Agreement, the Notes
        and the other Loan Documents to which it is party and the making of the
        borrowings under this Agreement and the Notes, have been duly and
        validly authorized by all necessary corporate action on the part of each
        Borrower (none of which actions has been modified or rescinded, and all
        of which actions are in full force and effect) and do not and will not
        (a) conflict with or violate any provision of law, of any judgments
        binding upon any Borrower, or of the articles of incorporation or
        by-laws of any Borrower, or (b) conflict with or result in a breach of,
        constitute a default or require any consent under, or result in or
        require the acceleration of any indebtedness of any Borrower under any
        agreement, instrument or indenture to which any Borrower is a party or
        by which any Borrower or its property may be bound or affected, or
        result in the creation of any Lien upon any property or assets of any
        Borrower (other than the Lien on the Collateral granted under this
        Agreement). This Agreement, the Notes and the other Loan Documents
        constitute the legal, valid and binding obligations of each Borrower,
        enforceable in accordance with their respective terms, except as limited
        by bankruptcy, insolvency or other such laws affecting the enforcement
        of creditors' rights.

6.4.    Authorization and Enforceability of Guaranty

        Each non-individual Guarantor has the power and authority, and each
        individual Guarantor has the legal capacity to execute, deliver and
        perform the Guaranty. The Guaranty constitutes the legal, valid, and
        binding obligation of each Guarantor, enforceable in accordance with its
        terms, except as limited by bankruptcy, insolvency or other such laws
        affecting the enforcement of creditors' rights.

6.5.    Approvals

        The execution and delivery of this Agreement, the Notes and the other
        Loan Documents and the performance of each Borrower's obligations under
        this Agreement, the Notes and the other Loan Documents and the validity
        and enforceability of this Agreement, the Notes and the other Loan
        Documents do not require any license, consent, approval or other action
        of any state or federal agency or governmental or regulatory authority
        other than those that have been obtained and remain in full force and
        effect.

6.6.    Financial Condition

        The balance sheet of Borrowers (and, if applicable, Borrowers'
        Subsidiaries, on a consolidated basis) as of each Statement Date, and
        the related statements of income, cash flows and changes in
        stockholders' equity for the fiscal period ended on each Statement Date,
        furnished to Credit Agent, fairly present the financial condition of
        Borrowers (and, if applicable, Borrowers' Subsidiaries) as at that
        Statement Date and the results of its operations for the fiscal period
        ended on that Statement Date. Borrowers had, on each Statement Date, no
        known material 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, those financial statements, and at the present time there
        are no material unrealized or anticipated losses from any loans,
        advances or other commitments of Borrowers except as previously
        disclosed to Credit Agent in writing. Those financial statements were
        prepared in accordance with GAAP applied on a consistent basis
        throughout the periods involved. Since the Audited Statement Date, there
        has been no material adverse change in the business, operations, assets
        or financial condition of Borrowers (and, if applicable, Borrowers'
        Subsidiaries), nor is any Borrower aware of any state of facts that
        (with or without notice or lapse of time or both) would or could result
        in any such material adverse change.

6.7.    Litigation

        There are no actions, claims, suits or proceedings pending or, to
        Borrower's knowledge, threatened or reasonably anticipated against or
        affecting any Borrower or any Subsidiary of Borrowers in any court or
        before any arbitrator or before any government commission, board, bureau
        or other administrative agency that, if adversely determined, may
        reasonably be expected to result in a material adverse change in any
        Borrower's business, operations, assets or financial condition as a
        whole, or that would affect the validity or enforceability of this
        Agreement, the Notes or any other Loan Document.

6.8.    Compliance with Laws

        Neither any of the Borrowers nor any Subsidiary of any of the Borrowers
        is 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 that could result in a material
        adverse change


<PAGE>

        in any Borrower's business, operations, assets or financial condition as
        a whole or that would affect the validity or enforceability of this
        Agreement, the Notes or any other Loan Document.

6.9.    Regulation U

        None of the Borrowers is engaged principally, or as one of its important
        activities, in the business of extending credit for the purpose of
        purchasing or carrying Margin Stock, and no part of the proceeds of any
        Advance made under this Agreement 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.

6.10.   Investment Company Act

        None of the Borrowers is an "investment company" or controlled by an
        "investment company" within the meaning of the Investment Company Act.

6.11.   Payment of Taxes

        Each Borrower, and each of its Subsidiaries, has filed or caused to be
        filed all federal, state and local income, excise, property and other
        tax returns that are required to be filed with respect to the operations
        of such Borrower and its Subsidiaries, all such returns are true and
        correct and Borrowers and each of its Subsidiaries has paid or caused to
        be paid all taxes shown on those returns or on any assessment, to the
        extent that those taxes have become due, including all FICA payments and
        withholding taxes, if appropriate. The amounts reserved as a liability
        for income and other taxes payable in the financial statements described
        in Section 6.6 are sufficient for payment of all unpaid federal, state
        and local income, excise, property and other taxes, whether or not
        disputed, of each Borrower and its Subsidiaries accrued for or
        applicable to the period and on the dates of those financial statements
        and all years and periods prior to those financial statements and for
        which such Borrower and its Subsidiaries may be liable in their own
        right or as transferee of the assets of, or as successor to, any other
        Person. No tax Liens have been filed and no material claims are being
        asserted against any Borrower, any Subsidiary of any Borrower or any
        property of any Borrower or any Subsidiary of any Borrower with respect
        to any taxes, fees or charges.

6.12.   Agreements

        Neither any of the Borrowers nor any Subsidiary of any Borrower is 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 6.6. Neither any of the Borrowers nor
        any Subsidiary of any Borrower is 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 result in a material adverse change in any Borrower's
        business, operations, properties or financial condition as a whole. No
        holder of any indebtedness of any Borrower or of any of its Subsidiaries
        has given notice of any asserted default under that indebtedness, and no
        liquidation or dissolution of any Borrower or of any of its Subsidiaries
        and no receivership, insolvency, bankruptcy, reorganization or other
        similar proceedings relative to any Borrower or of any of its
        Subsidiaries or any of its or their properties is pending, or to the
        knowledge of any Borrower, threatened.


<PAGE>

6.13.   Title to Properties

        Each Borrower, and each Subsidiary of such Borrower, has good, valid,
        insurable and (in the case of real property) marketable title to all of
        its properties and assets (whether real or personal, tangible or
        intangible) reflected on the financial statements described in Section
        6.6, except for those properties and assets that any Borrower has
        disposed of since the date of those financial statements either in the
        ordinary course of business or because they were no longer used or
        useful in the conduct of such Borrower's or the Subsidiary's business.
        All of each Borrower's properties and assets are free and clear of all
        Liens except as disclosed in each Borrower's financial statements.

6.14.   ERISA

        Each Plan is in compliance with all applicable requirements of ERISA and
        the Internal Revenue Code and with all material applicable rulings and
        regulations issued under the provisions of ERISA and the Internal
        Revenue Code setting forth those requirements, except where any failure
        to comply would not result in a material loss to any Borrower or any
        ERISA Affiliate. All of the minimum funding standards or other
        contribution obligations applicable to each Plan have been satisfied. No
        Plan is a defined-benefit pension plan subject to Title IV of ERISA, and
        there is no Multiemployer Plan.

6.15.   No Retiree Benefits

        Except as required under Section 4980B of the Internal Revenue Code,
        Section 601 of ERISA or applicable state law, neither any of the
        Borrowers nor, if applicable, any Subsidiary of any Borrower is
        obligated to provide post-retirement medical or insurance benefits with
        respect to employees or former employees.

6.16.   Assumed Names

        None of the Borrowers originates Mortgage Loans or otherwise conducts
        business under any names other than its legal name and the assumed names
        set forth on Exhibit G. Each Borrower has made all filings and taken all
        other action as may be required under the laws of any jurisdiction in
        which it originates Mortgage Loans or otherwise conducts business under
        any assumed name. No Borrower's use of the assumed names set forth on
        Exhibit G conflicts with any other Person's legal rights to any such
        name, or otherwise gives rise to any liability by any Borrower to any
        other Person. Borrowers may amend Exhibit G to add or delete any assumed
        names used by any Borrower to conduct business. An amendment to Exhibit
        G to add an assumed name is not effective until a Borrower has delivered
        to Credit Agent an assumed name certificate in the jurisdictions in
        which the assumed name is to be used, which must be satisfactory in form
        and content to Credit Agent, in its sole discretion. In connection with
        any amendment to delete a name from Exhibit G, Each Borrower represents
        and warrants that it has ceased using that assumed name in all
        jurisdictions.

6.17.   Servicing

        Exhibit C is a true and complete list of each Borrower's Servicing
        Portfolio. Each of Borrower's Servicing Contracts are in full force and
        effect, and are unencumbered by Liens other than Liens disclosed in
        Exhibit C. No default or event that, with notice or lapse of time or
        both, would become a default, exists under any of any Borrower's
        Servicing Contracts.


<PAGE>

                                End of Article 0

<PAGE>

        AFFIRMATIVE COVENANTS

        As long as the Commitments are outstanding or there remain any
        Obligations to be paid or performed under this Agreement or under any
        other Loan Document, each Borrower must:

7.1.    Payment of Obligations

        Punctually pay or cause to be paid all Obligations, including the
        Obligations payable under this Agreement and under the Notes, in
        accordance with their terms.

7.2.    Financial Statements

        Deliver to Credit Agent:

        7.2 (a) As soon as available and in any event within 45 days after the
        end of each month, including the last month of Borrowers' fiscal year,
        an interim combined statement of income of Borrowers (and, if
        applicable, Borrowers' Subsidiaries, on a consolidated basis) for the
        immediately preceding month and for the period from the beginning of the
        fiscal year to the end of that month, and the related balance sheet as
        at the end of the immediately preceding month, all in reasonable detail,
        subject, however, to year-end audit adjustments.

        7.2 (b) As soon as available and in any event within 90 days after the
        end of each fiscal year of Borrowers, fiscal year-end combined
        statements of income, changes in stockholders' equity and cash flow of
        Borrowers (and, if applicable, Borrowers' Subsidiaries, on a
        consolidated basis) for that year, and the related balance sheet as of
        the end of that year (setting forth in comparative form the
        corresponding figures for the preceding fiscal year), all in reasonable
        detail and accompanied by (1) an opinion as to those financial
        statements in form and substance satisfactory to Credit Agent and
        prepared by independent certified public accountants of recognized
        standing acceptable to Credit Agent and (2) any management letters,
        management reports or other supplementary comments or reports delivered
        by those accountants to Borrowers or their boards of directors.

        7.2 (c) Together with each delivery of financial statements required by
        this Section, a Compliance Certificate substantially in the form of
        Exhibit E.

        7.2 (d) As soon as available and in any event within 90 days after the
        end of each fiscal year of AHMIC, fiscal year-end consolidating
        statements of income, changes in stockholders' equity and cash flows of
        AHMIC (and, if applicable, AHMIC's Subsidiaries, on a consolidated
        basis) for the most recent fiscal year, the related balance sheet as at
        the end of that year (setting forth in comparative form the
        corresponding figures for the preceding fiscal year), all in reasonable
        detail and accompanied by (1) an opinion as to those financial
        statements in form and substance satisfactory to Credit Agent and
        prepared by independent certified public accountants of recognized
        standing acceptable to Credit Agent and (2) any management letters,
        management reports or other supplementary comments or reports delivered
        by those accountants to AHMIC.

        7.2 (e) Copies of all regular or periodic financial and other reports
        that AHMIC files with the Securities and Exchange Commission or any
        successor governmental agency or other entity.


<PAGE>

7.3.    Other Borrowers Reports

        Deliver to Credit Agent:

        7.3 (a) As soon as available and in any event within 45 days after the
        end of each month, a consolidated report ("Servicing Portfolio Report")
        as of the end of such month, as to all Mortgage Loans, the servicing
        rights to which are owned by Borrowers (specified by investor type,
        recourse and non-recourse) regardless of whether the Mortgage Loans are
        Pledged Loans. The Servicing Portfolio Report must indicate which
        Mortgage Loans (1) are current and in good standing, (2) are more than
        30, 60 or 90 days past due, (3) are the subject of pending bankruptcy or
        foreclosure proceedings, or (4) have been converted (through foreclosure
        or other proceedings in lieu of foreclosure) into real estate owned by
        Borrowers. The Servicing Portfolio Report must segregate the information
        relating to the Pledged Mortgage Loans from other information.

        7.3 (b) As soon as available and in any event within 45 days after the
        end of each Calendar Quarter of Borrowers, or more frequently upon
        Credit Agent's request, an Appraisal of the Eligible Servicing
        Portfolio. If Borrowers fail to obtain an Appraisal required by this
        Section within 45 days after the end of each Calendar Quarter, or within
        30 days after Notice from Credit Agent, Credit Agent may obtain an
        Appraisal and Borrowers must reimburse Credit Agent for its costs and
        expenses incurred in connection with that Appraisal.

        7.3 (c) As soon as available and in any event within 45 days after the
        end of each month, a consolidated loan production report as of the end
        of that month, presenting the total dollar volume and the number of
        Mortgage Loans originated and closed or purchased during that month and
        for the fiscal year-to-date, specified by property type and loan type
        for Borrowers.

        7.3 (d) As soon as available and in any event within 45 days after the
        end of each month, a commitment summary and pipeline report,
        substantially in the form of Exhibit J, as of the end of that month.

        7.3 (e) Unless the Funding Bank has previously provided Credit Agent
        with a copy of the Funding Bank's monthly statement for the Check
        Disbursement Account, as soon as available and in any event within 30
        days after the end of each month, a copy of that monthly statement.

        7.3 (f) As soon as available and in any event within 45 days after the
        end of each month, a report as of the end of that month detailing all
        requests that Borrowers repurchase Mortgage Loans from an Investor or
        out of an Eligible Mortgage Pool, the status of each such request and
        any indemnification or similar agreement to which any Borrower is a
        party in connection with any such request.

        7.3 (g) Other reports in respect of Pledged Assets, including copies of
        purchase confirmations issued by Investors purchasing Pledged Loans from
        Borrowers, in such detail and at such times as Credit Agent in its
        discretion may reasonably request.

        7.3 (h) With reasonable promptness, all further information regarding
        the business, operations, properties or financial condition of Borrowers
        as Credit Agent, or any Lender, through the Credit Agent, may reasonably
        request, including copies of any audits completed by HUD, Ginnie Mae,
        Fannie Mae or Freddie Mac.

7.4.    Maintenance of Existence; Conduct of Business

        Preserve and maintain its corporate existence in good standing and all
        of its rights, privileges, licenses and franchises necessary or
        desirable in the normal conduct of its business, including its

<PAGE>

        eligibility as lender, seller/servicer and issuer described under
        Section 9.1; conduct its business in an orderly and efficient manner;
        maintain a net worth of acceptable assets as required for maintaining
        its eligibility as lender, seller/servicer and issuer described under
        Section 9.1; 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.

7.5.    Compliance with Applicable Laws

        Comply with the requirements of all applicable laws, rules, regulations
        and orders of any governmental authority, a breach of which could result
        in a material adverse change in its business, operations, assets, or
        financial condition as a whole or on the enforceability of this
        Agreement, the Notes, any other Loan Document or any Collateral, except
        where contested in good faith and by appropriate proceedings.

7.6.    Inspection of Properties and Books; Operational Reviews

        7.6 (a) Permit Credit Agent, any Lender or any Participant (and their
        authorized representatives) to discuss the business, operations, assets
        and financial condition of each Borrower and its Subsidiaries with each
        Borrower's officers, agents and employees, and to examine and make
        copies or extracts of each Borrower's and its Subsidiaries' books of
        account, all at such reasonable times and, as long as no Default or
        Event of Default has occurred and is continuing, on such reasonable
        Notice, as Credit Agent, any Lender or any Participant may request.

        7.6 (b) Provide its accountants with a copy of this Agreement promptly
        after its execution and authorize and instruct them to answer candidly
        all questions that the officers of Credit Agent, any Lender or any
        Participant or any authorized representatives of Credit Agent, any
        Lender or any Participant may address to them in reference to the
        financial condition or affairs of each Borrower and its Subsidiaries. As
        long as no Default or Event of Default has occurred and is continuing,
        Credit Agent or any Lender shall provide Borrowers with advance notice
        of any such inquiry to Borrowers' accountants. Borrowers may have their
        representatives in attendance at any meetings held between the officers
        or other representatives of Credit Agent, any Lender or any Participant
        and Borrowers' accountants under this authorization.

        7.6 (c) Permit Credit Agent, any Lender or any Participant (and their
        authorized representatives) access to each Borrower's premises and
        records for the purpose of conducting a review of each Borrower's
        general mortgage business methods, policies and procedures, auditing its
        loan files, and reviewing the financial and operational aspects of each
        Borrower's business.

7.7.    Notice

        Give prompt Notice to Credit Agent of (a) any action, suit or proceeding
        instituted by or against Borrowers or any of their Subsidiaries in any
        federal or state court or before any commission or other regulatory body
        (federal, state or local, domestic or foreign), which action, suit or
        proceeding has at issue in excess of $500,000, or any such proceedings
        threatened against Borrowers or any of their Subsidiaries in writing
        containing the details of that action, suit or proceeding; (b) the
        filing, recording or assessment of any federal, state or local tax Lien
        against Borrowers, or any of their assets or any of their Subsidiaries;
        (c) an Event of Default; (d) a Default that continues for more than 4
        days; (e) the suspension, revocation or termination of any Borrower's
        eligibility, in any respect, as lenders, seller/servicer or issuer as
        described under Section 9.1; (f) the transfer, loss, nonrenewal or
        termination of any Servicing Contracts to which any Borrower is a party,
        or which is held for the benefit of any Borrower, and the reason for
        that transfer, loss, nonrenewal or termination if the aggregate
        principal amount of Mortgage Loans

<PAGE>

        serviced pursuant to affected Servicing contracts exceeds 2.50% of the
        Eligible Servicing Portfolio as of the date of the most recent
        Appraisal; (g) any Prohibited Transaction with respect to any Plan,
        specifying the nature of the Prohibited Transaction and what action
        Borrowers propose to take with respect to it; and (h) any other action,
        event or condition of any nature that could lead to or result in a
        material adverse change in the business, operations, assets or financial
        condition of Borrowers or any of their Subsidiaries.

7.8.    Payment of Debt, Taxes and Other Obligations

        Pay, perform and discharge, or cause to be paid, performed and
        discharged, all of the obligations and indebtedness of each Borrower and
        its Subsidiaries, all taxes, assessments and governmental charges or
        levies imposed upon each Borrower or its Subsidiaries or upon their
        respective income, receipts or properties before those taxes,
        assessments and governmental charges or levies become past due, and all
        lawful claims for labor, materials and supplies or otherwise that, if
        unpaid, could become a Lien or charge upon any of their respective
        properties or assets. Each Borrower and its Subsidiaries are not
        required to pay, however, any taxes, assessments and governmental
        charges or levies or claims for labor, materials or supplies for which
        each Borrower or its Subsidiaries have obtained an adequate bond or
        insurance or that are being contested in good faith and by proper
        proceedings that are being reasonably and diligently pursued and for
        which proper reserves have been created.

7.9.    Insurance

        Maintain blanket bond coverage and errors and omissions insurance or
        mortgage impairment insurance, with such companies and in such amounts
        as satisfy prevailing requirements applicable to a Lender,
        seller/servicer and issuer described under Section 9.1, and liability
        insurance and fire and other hazard insurance on its properties, in each
        case with responsible insurance companies acceptable to Credit Agent, in
        such amounts and against such risks as is customarily carried by similar
        businesses operating in the same location. Within 30 days after Notice
        from Credit Agent, obtain such additional insurance as Credit Agent may
        reasonably require, all at the sole expense of Borrowers. Copies of such
        policies must be furnished to Credit Agent without charge upon request
        of Credit Agent.

7.10.   Closing Instructions

        Indemnify and hold Credit Agent and Lenders harmless from and against
        any loss, including reasonable attorneys' fees and costs, attributable
        to the failure of any title insurance company, agent or approved
        attorney to comply with Borrowers' disbursement or instruction letter
        relating to any Mortgage Loan. Credit Agent has the right to pre-approve
        Borrowers' choice of title insurance company, agent or approved attorney
        and Borrowers' disbursement or instruction letter to them in any case in
        which Borrowers intend to obtain a Warehousing Advance against the
        Mortgage Loan to be created at settlement or to pledge that Mortgage
        Loan as Collateral under this Agreement. In any event, Borrowers'
        disbursement or instruction letter must include the following language:

            Residential Funding Corporation has a security interest in any
            amounts advanced by it to fund this mortgage loan and in the
            mortgage loan funded with those amounts. You must promptly return
            any amounts advanced by Residential Funding Corporation and not used
            to fund this mortgage loan. You also must immediately return all
            amounts advanced by Residential Funding Corporation if this mortgage
            loan does not close and fund within 1 Business Day of your receipt
            of those funds.

7.11.   Subordination of Certain Indebtedness

        Cause any indebtedness of any Borrower to any shareholder, director,
        officer or Affiliate of any Borrower, or to any Guarantor, which
        indebtedness has a term of more than 1 year or is in excess of $100,000,
        to be subordinated to the Obligations by the execution and delivery to
        Credit Agent of a Subordination of Debt Agreement, on the form
        prescribed by Credit Agent, certified by the corporate secretary of such
        Borrower to be true and complete and in full force and effect.

7.12.   Other Loan Obligations

        Perform all material obligations under the terms of each loan agreement,
        note, mortgage, security agreement or debt instrument by which any
        Borrower is bound or to which any of its property is subject, and
        promptly notify Credit Agent in writing of a declared default under or
        the termination, cancellation, reduction or nonrenewal of any of its
        other lines of credit or agreements with any other Lenders. Exhibit F is
        a true and complete list of all such lines of credit or agreements as of
        the date of this Agreement. Borrowers must give Credit Agent at least 30
        days Notice before entering into any additional lines of credit or
        agreements.

7.13.   ERISA

        Maintain (and, if applicable, cause each ERISA Affiliate to maintain)
        each Plan in compliance with all material applicable requirements of
        ERISA and of the Internal Revenue Code and with all applicable rulings
        and regulations issued under the provisions of ERISA and of the Internal
        Revenue Code, and not (and, if applicable, not permit any ERISA
        Affiliate to), (a) engage in any transaction in connection with which
        Borrowers or any ERISA Affiliate would be subject to either a civil
        penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by
        Section 4975 of the Internal Revenue Code, in either case in an amount
        exceeding $25,000 or (b) fail to make full payment when due of all
        amounts that, under the provisions of any Plan, Borrowers or any ERISA
        Affiliate is required to pay as contributions to that Plan, or permit to
        exist any accumulated funding deficiency (as such term is defined in
        Section 302 of ERISA and Section 412 of the Internal Revenue Code),
        whether or not waived, with respect to any Plan in an aggregate amount
        exceeding $25,000.

7.14.   Use of Proceeds of Warehousing Advances

        Use the proceeds of each Warehousing Advance solely for the purpose of
        (a) in the case of Warehousing Advances against Eligible Loans, funding
        Eligible Loans and against the pledge of those Eligible Loans as
        Collateral, and (b) in the case of Warehousing Advances against Other
        Eligible Assets, financing the Other Eligible Assets, subject to the
        limitations set forth on Exhibit H.

7.15.   Use of Proceeds of Term Loan Advances

        Use the proceeds of each Term Loan Advance solely for the purpose of
        funding Servicing Acquisitions and financing general working capital
        needs of Borrowers.

                                End of Article 0

<PAGE>

        NEGATIVE COVENANTS

        As long as the Commitments are outstanding or there remain any
        Obligations to be paid or performed, Borrowers must not, either directly
        or indirectly, without the prior written consent of Credit Agent:

8.1.    Contingent Liabilities

        Assume, guarantee, endorse or otherwise become contingently liable for
        the obligation of any Person except by endorsement of negotiable
        instruments for deposit or collection in the ordinary course of
        business, and except for obligations arising in connection with the sale
        of Mortgage Loans without credit recourse (but subject to recourse for
        breaches of normal representations, warranties and other provisions) in
        the ordinary course of Borrowers' business.

8.2.    Limitation on Liens

        Pledge or grant a security interest in any Collateral, other than to
        Credit Agent, or omit to take any action required to keep all
        Collateral, including Borrowers' Servicing Contracts in full force and
        effect.

8.3.    Restrictions on Fundamental Changes

        8.3 (a) Consolidate, merge or enter into any analogous reorganization or
        transaction with any Person, unless such other Person is engaged in the
        mortgage banking business and a Borrower is the surviving entity.

        8.3 (b) Liquidate, wind up or dissolve (or suffer any liquidation or
        dissolution).

        8.3 (c) Cease actively to engage in the business of originating,
        acquiring or servicing Mortgage Loans or make any other material change
        in the nature or scope of the business in which each Borrower engages as
        of the date of this Agreement.

        8.3 (d) Sell, assign, lease, convey, transfer or otherwise dispose of
        (whether in one transaction or a series of transactions) all or any
        substantial part of each Borrower's business or assets, whether now
        owned or acquired after the Closing Date, other than, in the ordinary
        course of business and to the extent not otherwise prohibited by this
        Agreement, sales of (1) Mortgage Loans, (2) Mortgage-backed Securities
        and (3) Servicing Contracts.

        8.3 (e) Acquire by purchase or in any other transaction all or
        substantially all of the business or property of, or stock or other
        ownership interests of, any Person, unless such Person is engaged in the
        mortgage banking business and, after giving effect to such acquisition
        or purchase, no Default or Event of Default will have occurred and be
        continuing.

        8.3 (f) Change its name or jurisdiction of incorporation, without the
        prior written consent of the Majority Lenders, which will not be
        unreasonably withheld.

        8.3 (g) Permit any Subsidiary of Borrowers to do or take any of the
        foregoing actions.


<PAGE>

8.4.    Deferral of Subordinated Debt

        (a) Pay any Subordinated Debt of Borrowers in advance of its stated
        maturity, except for prepayments in an aggregate amount not to exceed
        $75,000; or (b) after a Default or Event of Default under this Agreement
        has occurred, make any payment of any kind on any Subordinated Debt of
        Borrowers until all of the Obligations have been paid and performed in
        full and any applicable preference period has expired.

8.5.    Investments

        Make or own, or permit any Subsidiary to make or own, any Investment,
        except Investments in (a) marketable direct obligations issued or
        unconditionally guaranteed by the United States Government or issued by
        any agency thereof and backed by the full faith and credit of the United
        States, in each case maturing within one year from the date of
        acquisition thereof, (b) marketable direct obligations issued by any
        state of the United States of America or any political subdivision of
        any such state or any public instrumentality thereof maturing within 1
        year from the date of acquisition thereof and, at the time of
        acquisition, having the highest rating obtainable from either Standard &
        Poor's Rating Group, a Division of McGraw Hill, Inc., or Moody's
        Investors Service, Inc., (c) commercial paper maturing no more than one
        year from the date of creation thereof and, at the time of acquisition,
        having the highest rating obtainable from either Standard & Poor's
        Rating Group, a Division of McGraw, Hill, Inc., or Moody's Investors
        Service, Inc., (d) Mortgage Loans and Mortgage-backed Securities
        originated or acquired in the ordinary course of business, (e)
        certificates of deposits or bankers acceptances issued by any Lender or
        any other commercial bank organized under the laws of the United States
        or any State thereof and having a combined capital and surplus of at
        least $500,000,000, or by United States offices of foreign banks having
        the highest rating obtainable from a nationally recognized rating
        agency, or by any commercial bank or savings association to the extent
        the full amount thereof is insured by the Federal Deposit Insurance
        Corporation, in each case maturing within one year from the date of
        acquisition thereof; (f) investments in mutual funds that invest
        substantially all of their assets in investments of the types described
        in subsections (a), (b), (c) and (e) of this Section 8.5, (g)
        Investments made pursuant to Hedging Arrangements, (h) Investments in
        businesses related to mortgage banking not otherwise permitted by this
        Section 8.5 in an aggregate amount not to exceed $1,500,000, and (i)
        Investments existing as of the Closing Date in the capital stock of
        Subsidiaries, as described on Exhibit D hereto.

8.6.    Loss of Eligibility

        Take any action that would cause any Borrower to lose all or any part of
        its status as an eligible lender, seller/servicer or issuer as described
        under Section 9.1.

8.7.    Accounting Changes

        Make, or permit any Subsidiary of any Borrower to make, any significant
        change in accounting treatment or reporting practices, except as
        required by GAAP, or change its fiscal year or the fiscal year of any
        Subsidiary of any Borrower.

8.8.    Leverage Ratio

        Permit Borrowers' Leverage Ratio, on a combined basis, at any time to
        exceed 13 to 1.

<PAGE>

8.9.    Minimum Tangible Net Worth

        Permit Borrowers' Tangible Net Worth, on a combined basis, at any time
        to be less than $125,000,000.

8.10.   Minimum Book Net Worth

        Permit Borrowers' Book Net Worth, on a combined basis, at any time to be
        less than $160,000,000.

8.11.   Liquid Assets

        Permit Borrowers' Liquid Assets, on a combined basis, at any time to be
        less than $6,000,000.

8.12.   Maximum Servicing Delinquencies

        Permit Borrowers' Servicing Delinquencies, on a combined basis, at any
        time to be greater than 6% of the Eligible Servicing Portfolio; for
        purposes of such calculation, Bond Program Mortgage Loans shall be
        excluded.

8.13.   Maximum Servicing Foreclosures

        Permit Borrowers' Servicing Foreclosures, on a combined basis, at any
        time to be greater than 2% of the Eligible Servicing Portfolio; for
        purposes of such calculation, Bond Program Mortgage Loans shall be
        excluded.

8.14.   Distributions to Shareholders

        Declare or pay any dividends or otherwise declare or make any
        distribution to Borrowers' shareholders (including any purchase or
        redemption of stock) if a Default or Event of Default exists or would
        occur as a result of the dividend

8.15.   Transactions with Affiliates

        Directly or indirectly (a) make any loan, advance, extension of credit
        or capital contribution to any of Borrowers' Affiliates, other than to
        either Guarantor or between each Borrower; (b) sell, transfer, pledge or
        assign any of its assets to or on behalf of those Affiliates, other than
        to either Guarantor or between each Borrower; (c) merge or consolidate
        with or purchase or acquire assets from those Affiliates, other than
        with either Guarantor or between each Borrower, or (d) pay management
        fees to or on behalf of those Affiliates.

8.16.   Recourse Servicing Contracts

        Acquire or enter into Servicing Contracts under which any Borrower must
        repurchase or indemnify the holder of the Mortgage Loans as a result of
        defaults on the Mortgage Loans at any time during the term of those
        Mortgage Loans (but subject to recourse for breaches of normal
        representations, warranties and other provisions).


<PAGE>

                                End of Article 0

<PAGE>

        SPECIAL REPRESENTATIONS, WARRANTIES AND COVENANTS CONCERNING COLLATERAL

9.1.    Special Representations and Warranties Concerning Eligibility as

        Seller/Servicer of Mortgage Loans

        Borrowers represent and warrant to Credit Agent and Lenders, as of the
        date of this Agreement and as of the date of each Advance Request and
        the making of each Advance, that each Borrower is approved and qualified
        and in good standing as a lender, seller/servicer or issuer, as set
        forth below, and meets all requirements applicable to its status as:

        9.1 (a) A HUD-approved mortgagee, eligible to originate, purchase, hold,
        sell and service FHA fully insured Mortgage Loans.

        9.1 (b) A Ginnie Mae-approved seller/servicer of Mortgage Loans and
        issuer of Mortgage-backed Securities guaranteed by Ginnie Mae.

        9.1 (c) A Fannie Mae-approved seller/servicer of Mortgage Loans,
        eligible to originate, purchase, hold, sell and service Mortgage Loans
        to be sold to Fannie Mae.

        9.1 (d) A Freddie Mac-approved seller/servicer of Mortgage Loans,
        eligible to originate, purchase, hold, sell and service Mortgage Loans
        to be sold to Freddie Mac.

        9.1 (e) A VA-approved mortgagee and a lender in good-standing under the
        VA loan guarantee program, eligible to originate, purchase, hold, sell
        and service VA-guaranteed Mortgage Loans.

        9.1 (f) An approved seller/servicer of Mortgage Loans by RFC, eligible
        to originate, purchase, hold, sell and service Mortgage Loans to be sold
        to RFC.

9.2.    Special Representations and Warranties Concerning Warehousing Collateral

        Borrowers represent and warrant to Credit Agent and Lenders, as of the
        date of this Agreement and as of the date of each Warehousing Advance
        Request and the making of each Warehousing Advance or Swingline Advance,
        that:

        9.2 (a) Borrowers have not selected the Collateral in a manner so as to
        affect adversely Lenders' interests.

        9.2 (b) A Borrower is the legal and equitable owner and holder, free and
        clear of all Liens (other than Liens granted under this Agreement), of
        the Pledged Loans and the Pledged Securities. All Pledged Loans, Pledged
        Securities and related Purchase Commitments have been duly authorized
        and validly issued to a Borrower, and all of the foregoing items of
        Collateral comply with all of the requirements of this Agreement, and
        have been and will continue to be validly pledged or assigned to Credit
        Agent, for the benefit of Lenders, subject to no other Liens.

        9.2 (c) A Borrower has, and will continue to have, the full right, power
        and authority to pledge the Collateral pledged and to be pledged by it
        under this Agreement.

<PAGE>

        9.2 (d) Each Mortgage Loan and each related document included in the
        Pledged Loans (1) has been duly executed and delivered by the parties to
        that Mortgage Loan and that related document, (2) has been made in
        compliance with all applicable laws, rules and regulations (including
        all laws, rules and regulations relating to usury), (3) is and will
        continue to be a legal, valid and binding obligation, enforceable in
        accordance with its terms, without setoff, counterclaim or defense in
        favor of the mortgagor under the Mortgage Loan or any other obligor on
        the Mortgage Note and (4) has not been modified, amended or any
        requirements of which waived, except in writing that is part of the
        Collateral Documents.

        9.2 (e) Each Pledged Loan is secured by a Mortgage on real property and
        improvements located in one of the states of the United States or the
        District of Columbia.

        9.2 (f) Each Pledged Loan (other than a Third Party Originated Loan, a
        Construction/Perm Mortgage Loan, an Early Buyout Mortgage Loan or a
        Mortgage Loan that constitutes a modification of a Mortgage Loan with a
        final balloon payment or an adjustable interest rate) has been closed or
        will be closed and funded with the Advance made against it.

        9.2 (g) Except for open-ended Second Mortgage Loans, each Mortgage Loan
        has been fully advanced in the face amount of its Mortgage Note.

        9.2 (h) Each First Mortgage Loan is secured by a First Mortgage on the
        real property and improvements described in or covered by that Mortgage.

        9.2 (i) Each First Mortgage Loan has or will have a title insurance
        policy, in ALTA form or equivalent, from a recognized title insurance
        company, insuring the priority of the Lien of the Mortgage and meeting
        the usual requirements of Investors purchasing those Mortgage Loans.

        9.2 (j) Each Second Mortgage Loan is secured by a Second Mortgage on the
        real property and improvements described in or covered by that Mortgage.

        9.2 (k) To the extent required by the related Purchase Commitment or by
        Investors generally for similar Mortgage Loans, each Second Mortgage
        Loan has or will have a title insurance policy, in ALTA form or
        equivalent, from a recognized title insurance company, insuring the
        priority of the Lien of the Mortgage and meeting the usual requirements
        of Investors purchasing those Mortgage Loans.

        9.2 (l) Each Mortgage Loan has been evaluated or appraised in accordance
        with Title XI of FIRREA.

        9.2 (m) The Mortgage Note for each Pledged Loan is (1) payable or
        endorsed to the order of Borrowers, (2) an "instrument" within the
        meaning of Article 9 of the Uniform Commercial Code of all applicable
        jurisdictions and (3) is denominated and payable in United States
        dollars.

        9.2 (n) No default has existed for 30 days or more under any Mortgage
        Loan included in the Pledged Loans other than an Impaired Mortgage Loan
        or an Early Buyout Loan.

        9.2 (o) No party to a Mortgage Loan or any related document is in
        violation of any applicable law, rule or regulation that would impair
        the collectibility of the Mortgage Loan or the performance by the
        mortgagor or any other obligor of its obligations under the Mortgage
        Note or any related document.

        9.2 (p) All fire and casualty policies covering the real property and
        improvements encumbered by each Mortgage included in the Pledged Loans
        (1) name and will continue to name Borrowers and its successors and
        assigns as the insured under a standard mortgagee clause, (2) are and
        will continue to be in full force and effect and (3) afford and will

<PAGE>

        continue to afford insurance against fire and such other risks as are
        usually insured against in the broad form of extended coverage insurance
        generally available.

        9.2 (q) Pledged Loans secured by real property and improvements located
        in a special flood hazard area designated as such by the Director of the
        Federal Emergency Management Agency are and will continue to be covered
        by special flood insurance under the National Flood Insurance Program.

        9.2 (r) Each Pledged Loan against which a Warehousing Advance is made on
        the basis of a Purchase Commitment meets all of the requirements of that
        Purchase Commitment, and each Pledged Security against which a
        Warehousing Advance is outstanding meets all of the requirements of the
        related Purchase Commitment.

        9.2 (s) Pledged Loans that are intended to be exchanged for Agency
        Securities comply or, prior to the issuance of the Agency Securities
        will comply, with the requirements of any governmental instrumentality,
        department or agency issuing or guaranteeing the Agency Securities.

        9.2 (t) Pledged Loans that are intended to be used in the formation of
        Mortgage-backed Securities (other than Agency Securities) comply with
        the requirements of the issuer of the Mortgage-backed Securities (or its
        sponsor) and of the Rating Agencies.

        9.2 (u) The original assignments of Mortgage delivered to Credit Agent
        for each Pledged Loan are in recordable form and comply with all
        applicable laws and regulations governing the filing and recording of
        such documents.

        9.2 (v) None of the mortgagors, guarantors or other obligors of any
        Pledged Loan is a Person named in any Restriction List and to whom the
        provision of financial services is prohibited or otherwise restricted by
        applicable law.

        9.2 (w) No Pledged Loan delivered to Credit Agent is a Discontinued
        Loan.

        9.2 (x) Each Pledged Loan secured by real property to which a
        Manufactured Home is affixed will create a valid Lien on that
        Manufactured Home that will have priority over any other Lien on the
        Manufactured Home, whether or not arising under applicable real property
        law.

        9.2 (y) Each Pledged Loan is an Eligible Loan as described on Exhibit H.

9.3.    Special Representations Concerning REO Properties Included as Other
        Eligible Assets

        Borrowers represent and warrant to Lenders, as of the date of this
        Agreement and as of the date of each Warehousing Advance Request for a
        Warehousing Advance made against an Other Eligible Asset that is an REO
        Property and the making of each Warehousing Advance or Swingline
        Advance, that:

        9.3 (a)2 Borrower is the legal and equitable owner and holder, free and
        clear of all Liens, and such REO Property is an Other Eligible Asset as
        described on Exhibit H.

        9.3 (b) Each REO Property against which a Warehousing Advance is made
        (1) is free from any environmental, lien, title, compliance, regulatory
        or survey defect or liability, or seizure or condemnation proceeding,
        and (2) is current with respect to all tax and insurance payments
        relating to such property.


<PAGE>

9.4.    Special Representations and Warranties Concerning Servicing Collateral

        Exhibit C is a true and complete list of each Borrower's Servicing
        Portfolio as of the date of this Agreement. Borrowers hereby represent
        and warrant to Credit Agent, as of the date of this Agreement and as of
        the date of each Term Loan Advance Request and the making of each Term
        Loan Advance or Swingline Advance, that:

        9.4 (a) Borrowers are the legal and equitable owners and holders, free
        and clear of all Liens (other than Liens in favor of Credit Agent), of
        the Servicing Contracts included in the Servicing Portfolio, and the
        Servicing Contracts pledged under this Agreement have been and will
        continue to be validly pledged or assigned to Credit Agent, subject to
        no other Liens.

        9.4 (b) Borrowers have, and will continue to have, the full right, power
        and authority to pledge the Servicing Contracts pledged and to be
        pledged by it under this Agreement.

        9.4 (c) Except as otherwise disclosed to Credit Agent, all of the
        servicing rights under the Servicing Contracts included in the Servicing
        Portfolio constitute direct servicing rights.

        9.4 (d) Each Servicing Contract included in the Servicing Portfolio is
        in full force and effect and is legal, valid and enforceable in
        accordance with its terms, and no default or event that, with notice or
        lapse of time or both, would become a default, exists under any
        Servicing Contract.

        9.4 (e) Each right to the payment of money under the Servicing Contracts
        included in the Servicing Portfolio is genuine and enforceable in
        accordance with its terms against the parties obligated to pay the same,
        which terms have not been modified or waived in any respect or to any
        extent.

        9.4 (f) The amount represented by Borrowers to Credit Agent as owing by
        an obligor under each Mortgage Loan being serviced under a Servicing
        Contract included in the Servicing Portfolio is the correct amount
        actually owing by that obligor.

        9.4 (g) To the best of Borrowers' knowledge, no obligor has any defense,
        set off, claim or counterclaim against Borrowers that can be asserted
        against Credit Agent, whether in any proceeding to enforce Credit
        Agent's rights in the related Mortgage Loan or otherwise.

        9.4 (h) Borrowers have not sold, assigned or otherwise transferred any
        rights associated with the Mortgage Loans being serviced under the
        Servicing Contracts included in the Servicing Portfolio.

        9.4 (i) No consent of any obligor or any other Person is required for
        the grant of the security interest provided in this Agreement by
        Borrowers in any of the Collateral or any computer software being
        utilized by Borrowers pursuant to license, lease or otherwise, other
        than consents that have been obtained, nor will any consent need to be
        obtained upon the occurrence of an Event of Default for Credit Agent to
        exercise its rights with respect to any of the Collateral.

9.5     Special Representations and Warranties Concerning P&I Advance
        Receivables--Pooled Loans and P&I Advance Receivables--EBO Loans

        9.5 (a) In the event the obligor on any Mortgage Loan which is part of a
        pool of Mortgage Loans securing a Mortgage-backed Security fails to make
        the payment of principal and interest as to which said receivable
        relates, Borrowers are entitled to reimbursement therefore on a priority
        basis pursuant to the terms of the applicable Servicing Contract out of
        proceeds of the sale or other disposition or liquidation of said
        Mortgage Loan or out of insurance proceeds, including,

<PAGE>

        without limitation, private mortgage insurance proceeds and the proceeds
        of any guaranty of the obligations of the obligor thereunder.

        9.5 (b) Said receivable is and will be free and clear of all Liens,
        claims and encumbrances, except Liens in favor of Credit Agent for
        benefit of Lenders.

        9.5 (c) Said receivable is an Other Eligible Asset as described on
        Exhibit H.

9.6.    Special Representations and Warranties Concerning
        T&I Advance Receivables

        9.6 (a) In the event the obligor on any Mortgage Loan fails to make the
        payment of property tax and property insurance impound payment as to
        which said receivable relates, Borrowers are entitled to reimbursement
        therefor on a priority basis pursuant to the terms of the applicable
        Servicing Contract out of proceeds of the sale or other disposition or
        liquidation of said Mortgage Loan out of insurance proceeds, including
        without limitation, private mortgage insurance proceeds and the proceeds
        of any guaranty of the obligations of the obligor thereunder.

        9.6 (b) Said receivable is and will be free and clear of all Liens,
        claims and encumbrances, except Liens in favor of Credit Agent for
        benefit of Lenders.

        9.6 (c) Said receivable is an Other Eligible Asset as described on
        Exhibit H.

9.7.    Special Representations and Warranties Concerning
        Foreclosure Advance Receivables

        9.7 (a) The Mortgage Loan with respect to which such advance was made by
        Borrowers is in foreclosure, or there shall have been commenced and be
        continuing bankruptcy or similar proceedings involving the obligor on
        such Mortgage Loan, or Borrowers have commenced loss mitigation action
        with respect to such Mortgage Loans.

        9.7 (b) In the event the obligor on such Mortgage Loan fails to make the
        payment as to which said receivable relates, Borrowers are entitled to
        reimbursement therefor on a priority basis pursuant to the terms of the
        applicable Servicing Contract out of proceeds of the sale or other
        disposition or liquidation of said Mortgage Loan or out of insurance
        proceeds, including, without limitation, private mortgage insurance
        proceeds and the proceeds of any guaranty of the obligations of the
        obligor thereunder.

        9.7 (c) Said receivable is and will be free and clear of all Liens,
        claims and encumbrances, except Liens in favor of Credit Agent for
        benefit of Lenders.

        9.7 (d) Said receivable is an Other Eligible Asset as described on
        Exhibit H.

9.8.    Special Affirmative Covenants Concerning Warehousing Collateral

        As long as the Commitments are outstanding or there remain any
        Obligations to be paid or performed under this Agreement or under any
        other Loan Document, Borrowers must:

        9.8 (a) Warrant and defend the right, title and interest of Credit Agent
        and Lenders in and to the Collateral against the claims and demands of
        all Persons.


<PAGE>

        9.8 (b) Service or cause to be serviced all Pledged Loans in accordance
        with the standard requirements of the issuers of Purchase Commitments
        covering them and all applicable HUD, Fannie Mae and Freddie Mac
        requirements, including taking all actions necessary to enforce the
        obligations of the obligors under such Mortgage Loans. Service or cause
        to be serviced all Mortgage Loans backing Pledged Securities in
        accordance with applicable governmental requirements and requirements of
        issuers of Purchase Commitments covering them. Hold all escrow funds
        collected in respect of Pledged Loans and Mortgage Loans backing Pledged
        Securities in trust, without commingling the same with non-custodial
        funds, and apply them for the purposes for which those funds were
        collected.

        9.8 (c) Execute and deliver to Credit Agent with respect to the
        Collateral those further instruments of sale, pledge, assignment or
        transfer, and those powers of attorney, as required by Credit Agent, and
        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 Credit
        Agent under this Agreement.

        9.8 (d) Notify Credit Agent within 2 Business Days of any default under,
        or of the termination of, any Purchase Commitment relating to any
        Pledged Loan, Eligible Mortgage Pool, or Pledged Security.

        9.8 (e) Promptly comply in all respects with the terms and conditions of
        all Purchase Commitments, and all extensions, renewals and modifications
        or substitutions of or to all Purchase Commitments. Deliver or cause to
        be delivered to the Investor the Pledged Loans and Pledged Securities to
        be sold under each Purchase Commitment not later than the mandatory
        delivery date of the Pledged Loans or Pledged Securities under the
        Purchase Commitment.

        9.8 (f) Compare the names of every mortgagor, guarantor and other
        obligor of every Mortgage Loan, together with appropriate identifying
        information concerning those Persons obtained by Borrowers, against
        every Restriction List, and make certain that none of the mortgagors,
        guarantors or other obligors of any Mortgage Loan is a Person named in
        any Restriction List and to whom the provision of financial services is
        prohibited or otherwise restricted by applicable law.

        9.8 (g) Prior to the origination by AHMAI of any Mortgage Loans for sale
        to Fannie Mae, enter into an agreement among AHMAI, Credit Agent and
        Fannie Mae, pursuant to which Fannie Mae agrees to send all cash
        proceeds of Mortgage Loans sold by each Borrower to Fannie Mae to the
        Cash Collateral Account.

        9.8 (h) Prior to the origination by Borrowers of any Mortgage Loan to be
        registered on the MERS system, obtain the approval of Credit Agent and
        enter into an Electronic Tracking Agreement.

9.9     Special Affirmative Covenants Concerning REO Properties

        As long as the Warehousing Commitment is outstanding or there remain any
        Obligations to be paid or performed under this Agreement , Borrowers
        must instruct the purchaser of any REO Property and the closing agent
        for any REO Property sale against which a Warehousing Advance has been
        made to wire transfer the purchase proceeds for the REO Property to the
        Cash Collateral Account.


<PAGE>

9.10.   Special Negative Covenants Concerning Warehousing Collateral

        As long as the Commitments are outstanding or there remain any
        Obligations to be paid or performed, Borrowers must not, either directly
        or indirectly, without the prior written consent of Credit Agent:

        9.10 (a) Amend or modify, or waive any of the terms and conditions of,
        or settle or compromise any claim in respect of, any Pledged Loans or
        Pledged Securities.

        9.10 (b) Sell, transfer or assign, or grant any option with respect to,
        or pledge (except under this Agreement and, with respect to each Pledged
        Loan or Pledged Security, the related Purchase Commitment) any of the
        Collateral or any interest in any of the Collateral.

        9.10 (c) Make any compromise, adjustment or settlement in respect of any
        of the Collateral or accept other than cash in payment or liquidation of
        the Collateral.

                                End of Article 0

<PAGE>

        DEFAULTS; REMEDIES

10.1.   Events of Default

        The occurrence of any of the following is an event of default ("Event of
        Default"):

        10.1 (a) Borrower fails to pay the principal of any Advance when due,
        whether at stated maturity, by acceleration, or otherwise; or fails to
        pay any installment of interest on any Advance within 9 days after the
        date of Credit Agent's invoice or, if applicable, within 2 days after
        the date of Credit Agent's account analysis statement; or fails to pay,
        within any applicable grace period, any other amount due under this
        Agreement or any other Obligation of Borrowers to Credit Agent or any
        Lender.

        10.1 (b) Borrowers or any of their Subsidiaries fail to pay, or default
        in the payment of any principal or interest on, any other indebtedness
        or any contingent obligation within any applicable grace period; breach
        or default with respect to any other material term of any other
        indebtedness or of any loan agreement, mortgage, indenture or other
        agreement relating to that indebtedness, if the effect of that breach or
        default is to cause, or to permit the holder or holders of that
        indebtedness (or a trustee on behalf of such holder or holders) to
        cause, indebtedness of Borrowers or their Subsidiaries in the aggregate
        amount of $50,000 or more to become or be declared due before its stated
        maturity (upon the giving or receiving of notice, lapse of time, both,
        or otherwise).

        10.1 (c) Borrowers fail to perform or comply with any term or condition
        applicable to it contained in Sections 7.4, 7.14 or 7.15 or in any
        Section of Article 8.

        10.1 (d) Any representation or warranty made or deemed made by Borrowers
        or Guarantors under this Agreement, in any other Loan Document or in any
        written statement or certificate at any time given by Borrowers or
        Guarantors, other than the representations and warranties set forth in
        Article 9 with respect to specific Pledged Loans, is inaccurate or
        incomplete in any material respect on the date as of which it is made or
        deemed made.

        10.1 (e) Borrowers default in the performance of or compliance with any
        term contained in this Agreement or any other Loan Document other than
        those referred to in Sections 10.1(a), 10.1(c) or 10.1(d) and such
        default has not been remedied or waived within 30 days after the
        earliest of (1) receipt by Borrowers of Notice from Credit Agent of that
        default, (2) receipt by Credit Agent of Notice from Borrowers of that
        default or (3) the date Borrowers should have notified Credit Agent of
        that default under Section 7.7(c) or 7.7(d).

        10.1 (f) An "event of default" (however defined) occurs under any
        agreement between any Borrower and Credit Agent other than this
        Agreement and the other Loan Documents.

        10.1 (g) A case (whether voluntary or involuntary) is filed by or
        against Borrower, any Subsidiary of any Borrower or either Guarantor
        under any applicable bankruptcy, insolvency or other similar federal or
        state law; or a court of competent jurisdiction appoints a receiver
        (interim or permanent), liquidator, sequestrator, trustee, custodian or
        other officer having similar powers over any Borrower, any Subsidiary of
        any Borrower or either Guarantor, or over all or a substantial part of
        their respective properties or assets; or any Borrower, any Subsidiary
        of any Borrower or either Guarantor (1) consents to the appointment of
        or possession by a receiver (interim or permanent), liquidator,
        sequestrator, trustee, custodian or other officer having similar powers
        over any Borrower or any Subsidiary of any Borrower, or either
        Guarantor, or over all or a substantial part

<PAGE>

        of their respective properties or assets, (2) makes an assignment for
        the benefit of creditors, or (3) fails, or admits in writing its
        inability, to pay its debts as those debts become due.

        10.1 (h) Borrowers fail to perform any contractual obligation to
        repurchase Mortgage Loans, if such obligations in the aggregate exceed
        $1,000,000.

        10.1 (i) Any money judgment, writ or warrant of attachment or similar
        process involving an amount in excess of $500,000 is entered or filed
        against any Borrower or any of its Subsidiaries or either Guarantor or
        any of their respective assets and remains undischarged, unvacated,
        unbonded or unstayed for a period of 30 days or 5 days before the date
        of any proposed sale under that money judgment, writ or warrant of
        attachment or similar process.

        10.1 (j) Any order, judgment or decree decreeing the dissolution of any
        Borrower or any non-individual Guarantor is entered and remains
        undischarged or unstayed for a period of 20 days.

        10.1 (k) Borrowers purport to disavow the Obligations or contest the
        validity or enforceability of any Loan Document.

        10.1 (l) Any Guarantor purports to disavow its obligations under its
        Guaranty or contests the validity or enforceability of the Guaranty.

        10.1 (m) Credit Agent's security interest on any portion of the
        Collateral becomes unenforceable or otherwise impaired and, if Credit
        Agent agrees in writing to the grace period, all Advances made against
        any of that Collateral are not paid in full within 10 days after the
        date the unenforceability or impairment begins.

        10.1 (n) A material adverse change occurs in Borrowers' financial
        condition, business, properties, operations or prospects, or in
        Borrowers' ability to repay the Obligations.

        10.1 (o) Any Lien for any taxes, assessments or other governmental
        charges (1) is filed against any Borrower, either Guarantor or any of
        its property, or is otherwise enforced against any Borrower, either
        Guarantor or any of its property, or (2) obtains priority that is equal
        to or greater than the priority of Credit Agent's security interest in
        any of the Collateral.

        10.1 (p) AHMIC ceases to own, directly or indirectly, all of the capital
        stock of each Borrower.

        10.1 (q) AHMIC's consolidated net income at any time is less than zero
        for any period of 3 consecutive months.

        10.1 (r) AHMIC's Leverage Ratio at any time exceeds 13 to 1.

        10.1 (s) AHMIC's Tangible Net Worth, on a consolidated basis, at any
        time is less than $285,000,000.

        10.1 (t) AHMIC's Book Net Worth, on a consolidated basis, at any time is
        less than $350,000,000.

10.2.   Remedies

        10.2 (a) If a Lender shall have knowledge of a Default or an Event of
        Default, it shall forthwith give Notice thereof to the Credit Agent. If
        the Credit Agent shall have knowledge of a Default or an Event of
        Default, it shall give Notice thereof to each Lender and to Borrowers.
        The Credit Agent shall not be deemed to have knowledge or Notice of the
        occurrence of a Default or an Event of


<PAGE>

        Default unless the Credit Agent has received Notice from a Lender or
        Borrowers. No Lender shall be deemed to have knowledge or Notice of the
        occurrence of a Default or an Event of Default unless such Lender has
        received Notice from the Credit Agent or Borrowers.

        10.2 (b) If an Event of Default described in Section 10.1(g) occurs with
        respect to any Borrower, the Commitments will automatically terminate
        and the unpaid principal amount of and accrued interest on the Notes and
        all other Obligations will automatically become due and payable, without
        presentment, demand or other requirements of any kind, all of which
        Borrowers expressly waive.

        10.2 (c) If any Event of Default occurs, Majority Lenders may, by Notice
        to Borrowers, terminate the Commitments and declare the Obligations to
        be immediately due and payable.

        10.2 (d) If any Event of Default occurs, Credit Agent, on behalf of the
        Lenders, may, and at the direction of the Majority Lenders shall
        (subject to Section 11.3(c)), also take any of the following actions:

            (1) Foreclose upon or otherwise enforce its security interest in any
            Lien on the Collateral to secure all payments and performance of the
            Obligations in any manner permitted by law or provided for in the
            Loan Documents.

            (2) Notify all obligors under any of the Collateral that the
            Collateral has been assigned to Credit Agent (or to another Person
            designated by Credit Agent) and that all payments on that Collateral
            are to be made directly to Credit Agent (or such other Person);
            settle, compromise or release, in whole or in part, any amounts any
            obligor or Investor owes on any of the Collateral on terms
            acceptable to Credit Agent; enforce payment and prosecute any action
            or proceeding involving any of the Collateral; and where any
            Collateral is in default, foreclose on and enforce any Liens
            securing that Collateral in any manner permitted by law and sell any
            property acquired as a result of those enforcement actions.

            (3) Prepare and submit for filing Uniform Commercial Code amendment
            statements evidencing the assignment to Credit Agent or its designee
            of any Uniform Commercial Code financing statement filed in
            connection with any item of Collateral.

            (4) Act or contract with a third party to act, at Borrowers'
            expense, as servicer or subscriber of Collateral requiring
            servicing, and perform all obligations required under any
            Collateral, including Servicing Contracts and Purchase Commitments.

            (5) Require Borrowers to assemble and make available to Credit Agent
            the Collateral and all related books and records at a place
            designated by Credit Agent.

            (6) Enter onto property where any Collateral or related books and
            records are located and take possession of those items with or
            without judicial process; and obtain access to Borrowers' data
            processing equipment, computer hardware and software relating to the
            Collateral and use all of the foregoing and the information
            contained in the foregoing in any manner Credit Agent deems
            necessary for the purpose of effectuating its rights under this
            Agreement and any other Loan Document.

            (7) Before the disposition of the Collateral, prepare it for
            disposition in any manner and to the extent Credit Agent deems
            appropriate.

            (8) Exercise all rights and remedies of a secured creditor under the
            Uniform Commercial Code of Minnesota or other applicable law,
            including selling or otherwise

<PAGE>

            disposing of all or any portion of the Collateral at one or more
            public or private sales, whether or not the Collateral is present at
            the place of sale, for cash or credit or future delivery, on terms
            and conditions and in the manner as Credit Agent may determine,
            including sale under any applicable Purchase Commitment. Borrowers
            waive any right they may have to prior notice of the sale of all or
            any portion of the Collateral to the extent allowed by applicable
            law. If notice is required under applicable law, Credit Agent will
            give Borrowers not less than 10 days' notice of any public sale or
            of the date after which any private sale may be held. Borrowers
            agree that 10 days' notice is reasonable notice. Credit Agent may,
            without notice or publication, adjourn any public or private sale
            one or more times by announcement at the time and place fixed for
            the sale, and the sale may be held at any time or place announced at
            the adjournment. In the case of a sale of all or any portion of the
            Collateral on credit or for future delivery, the Collateral sold on
            those terms may be retained by Credit Agent until the purchaser pays
            the selling price or takes possession of the Collateral. Credit
            Agent has no liability to Borrowers if a purchaser fails to pay for
            or take possession of Collateral sold on those terms, and in the
            case of any such failure, Credit Agent may sell the Collateral again
            upon notice complying with this Section.

            (9) Instead of or in conjunction with exercising the power of sale
            authorized by Section 10.2(c) (8), Credit Agent may proceed by suit
            at law or in equity to collect all amounts due on the Collateral, or
            to foreclose Credit Agent's Lien on and sell all or any portion of
            the Collateral pursuant to a judgment or decree of a court of
            competent jurisdiction.

            (10) Proceed against Borrowers on the Notes or against Guarantor
            under the Guaranty.

            (11) Retain all excess proceeds from the sale or other disposition
            of the Collateral, and apply them to the payment of the Obligations
            under Section 10.3.

            Credit Agent shall follow the instructions of the Majority Lenders
            in exercising or not exercising its rights under this Section 10.2,
            but (i) the Credit Agent shall have no obligation to take or not to
            take any action which it believes may expose it to any liability,
            and (ii) the Credit Agent may, but shall be under no obligation to,
            await instructions from the Majority Lenders before exercising or
            not exercising its rights under this Section 10.2.

        10.2 (e) Neither Credit Agent nor any Lender will incur liability as a
        result of the commercially reasonable sale or other disposition of all
        or any portion of the Collateral at any public or private sale or other
        disposition. Borrowers waive (to the extent permitted by law) any claims
        they may have against Credit Agent or any Lender arising by reason of
        the fact that the price at which the Collateral may have been sold at a
        private sale was less than the price that Credit Agent might have
        obtained at a public sale, or was less than the aggregate amount of the
        outstanding Advances, accrued and unpaid interest on those Advances, and
        unpaid fees, even if Credit Agent accepts the first offer received and
        does not offer the Collateral to more than one offeree. Borrowers agree
        that any sale of Collateral under the terms of a Purchase Commitment, or
        any other disposition of Collateral arranged by Borrowers, whether
        before or after the occurrence of an Event of Default, will be deemed to
        have been made in a commercially reasonable manner.

        10.2 (f) Borrowers acknowledge that Mortgage Loans are collateral of a
        type that is the subject of widely distributed standard price quotations
        and that Mortgage-backed Securities are collateral of a type that is
        customarily sold on a recognized market. Borrowers waive any right they
        may have to prior notice of the sale of Pledged Securities, and agree
        that Credit Agent or any Lender may purchase Pledged Loans and Pledged
        Securities at a private sale of such Collateral.

<PAGE>

        10.2 (g) Borrowers specifically waive and release (to the extent
        permitted by law) any equity or right of redemption, stay or appraisal
        that Borrowers have or may have under any rule of law or statute now
        existing or adopted after the date of this Agreement, and any right to
        require Credit Agent or any Lender to (1) proceed against any Person,
        (2) proceed against or exhaust any of the Collateral or pursue its
        rights and remedies against the Collateral in any particular order, or
        (3) pursue any other remedy within its power. Credit Agent and Lenders
        are not required to take any action to preserve any rights of Borrowers
        against holders of mortgages having priority to the Lien of any Mortgage
        or Security Agreement included in the Collateral or to preserve
        Borrowers' rights against other prior parties.

        10.2 (h) Credit Agent may, but is not obligated to, advance any sums or
        do any act or thing necessary to uphold or enforce the Lien and priority
        of, or the security intended to be afforded by, any Mortgage or Security
        Agreement included in the Collateral, including 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 Credit Agent in exercising any right,
        power or remedy conferred by this Agreement, or in the enforcement of
        this Agreement, together with interest on those amounts at the Default
        Rate, from the time paid by Credit Agent until repaid by Borrowers, are
        deemed to be principal outstanding under this Agreement and the Notes.

        10.2 (i) No failure or delay on the part of Credit Agent or any Lender
        to exercise any right, power or remedy provided in this Agreement or
        under any other Loan Document, at law or in equity, will operate as a
        waiver of that right, power or remedy. No single or partial exercise by
        Credit Agent or any Lender of any right, power or remedy provided under
        this Agreement or any other Loan Document, at law or in equity,
        precludes any other or further exercise of that right, power, or remedy
        by Credit Agent or any Lender, or Credit Agent's or any Lender's
        exercise of any other right, power or remedy. Without limiting the
        foregoing, Borrowers waive all defenses based on the statute of
        limitations to the extent permitted by law. The remedies provided in
        this Agreement and the other Loan Documents are cumulative and are not
        exclusive of any remedies provided at law or in equity.

        10.2 (j) Borrowers grant Credit Agent and Lenders a license or other
        right to use, without charge, Borrowers' computer programs, other
        programs, labels, patents, copyrights, rights of use of any name, trade
        secrets, trade names, trademarks, service marks and advertising matter,
        or any property of a similar nature, as it pertains to the Collateral,
        in advertising for sale and selling any of the Collateral and Borrowers'
        rights under all licenses and all other agreements related to the
        foregoing inure to Credit Agent's and Lenders' benefit until the
        Obligations are paid in full.

        10.2 (k) Borrowers acknowledge that Borrowers and Credit Agent have
        entered into, or after the date of this Agreement may enter into,
        Acknowledgement Agreements with Fannie Mae, Freddie Mac, or another
        Investor, and that those Acknowledgment Agreements may contain certain
        provisions concerning the enforcement by Credit Agent of its security
        interest in the Servicing Contracts subject to the Acknowledgement
        Agreements. Borrowers agree that the disposition of its rights in any
        Servicing Contract pursuant to the terms of an applicable Acknowledgment
        Agreement will be deemed commercially reasonable within the meaning of
        Article 9 of the Uniform Commercial Code of Minnesota. Borrowers waive
        any clams it might otherwise have against Credit Agent as a result of
        Credit Agent's compliance with the terms of any Acknowledgment
        Agreement.

10.3.   Application of Proceeds

        The proceeds of any sale, disposition or other enforcement of Credit
        Agent's security interest in all or any part of the Collateral shall be
        applied by Credit Agent as follows:

<PAGE>

        10.3 (a) In the case of the proceeds of Other Eligible Assets (excluding
        Servicing Contracts) and related collateral:

            First, to the payment of the costs and expenses of such sale or
            enforcement, including reasonable compensation to Credit Agent's
            agents and counsel, and all expenses, liabilities and advances made
            or incurred by or on behalf of Credit Agent in connection therewith;

            Second, to the payment of the costs and expenses of such sale or
            enforcement, including reasonable compensation to Lenders' agents
            and counsel, and all expenses, liabilities and advances made or
            incurred by or on behalf of any Lender in connection therewith;

            Third, to Lenders holding Warehousing Advances against Other
            Eligible Assets, pro rata in accordance with the amount of accrued
            interest, or accrued Balance Deficiency Fees, owed to each of them
            in respect to such Warehousing Advances, until such interest and
            fees are paid in full;

            Fourth, to Lenders holding Warehousing Advances against Other
            Eligible Assets, pro rata in accordance with their respective
            Percentage Shares, until the principal amounts of all such
            Warehousing Advances outstanding are paid in full;

            Fifth, to Lenders, for application to the Obligations owed to each
            of them in respect of other Warehousing Advances and Term Loan
            Advances, as set forth in clauses Fifth and Sixth of Section 11.3(b)
            and clauses Third and Fourth of Section 11.3(c); and

            Sixth, to the remaining Obligations; and

            Finally, to the payment to Borrowers, or to their successors or
            assigns, or as a court of competent jurisdiction may direct, of any
            surplus then remaining from such proceeds.

        10.3 (b) In the case of the proceeds of Eligible Loans and related
        Collateral:

            First, to the payment of the costs and expenses of such sale or
            enforcement, including reasonable compensation to Credit Agent's
            agents and counsel, and all expenses, liabilities and advances made
            or incurred by or on behalf of Credit Agent in connection therewith;

            Second, to the payment of the costs and expenses of such sale or
            enforcement, including reasonable compensation to the Lenders'
            agents and counsel, and all expenses, liabilities and advances made
            or incurred by or on behalf of any Lender in connection therewith;

            Third, to RFC, in an amount equal to the amount of accrued interest
            or Balance Deficiency Fees owed to RFC in respect of Swingline
            Advances, until paid in full;

            Fourth, to RFC until the principal amount of all Swingline Advances
            outstanding are paid in full;

            Fifth, to Lenders holding Warehousing Advances against Eligible
            Loans, pro rata in accordance with the amount of accrued interest,
            or accrued Balance Deficiency Fees, owed to each of them in respect
            to Warehousing Advances, until such interest and fees are paid in
            full;


<PAGE>

            Sixth, to Lenders holding Warehousing Advances against Eligible
            Loans, pro rata in accordance with their respective Percentage
            Shares, until the principal amounts of all Warehousing Advances
            outstanding are paid in full;

            Seventh, to Lenders holding Warehousing Advances, pro rata in
            accordance with their respective Percentage Shares, until all fees
            and other Obligations accrued by or due each Lender and Credit Agent
            are paid in full;

            Eighth, to Lenders, for application to the Obligations owed to each
            of them in respect of other Warehousing Advances and Term Loan
            Advances, as set forth in clauses Third and Fourth of Section
            10.3(a) and clauses Third and Fourth of Section 10.3(c); and

            Ninth, to the remaining Obligations; and

            Finally, to the payment to Borrowers, or to their successors or
            assigns, or as a court of competent jurisdiction may direct, of any
            surplus then remaining from such proceeds.

        10.3 (c) In the case of the proceeds of the Servicing Contracts:

            First, to the payment of the costs and expenses of such sale or
            enforcement, including reasonable compensation to Credit Agent's
            agents and counsel, and all expenses, liabilities and advances made
            or incurred by or on behalf of Credit Agent in connection therewith;

            Second, to the payment of the costs and expenses of such sale or
            enforcement, including reasonable compensation to the Lenders'
            agents and counsel, and all expenses, liabilities and advances made
            or incurred by or on behalf of any Lender in connection therewith;

            Third, to Lenders holding Term Loan Advances, pro rata in accordance
            with the amount of accrued interest, or accrued Balance Deficiency
            Fees, owed to each of them in respect of Term Loan Advances until
            such interest and fees are paid in full;

            Fourth, to Lenders holding Term Loan Advances, pro rata in
            accordance with their respective Percentage Shares, until the
            principal amount of all Term Loan Advances outstanding are paid in
            full;

            Fifth, to Lenders holding Term Loan Advances, pro rata in accordance
            with their respective Percentage Shares, until all fees and other
            Obligations accrued by or due each Lender and Credit Agent are paid
            in full;

            Sixth, to Lenders, for application to the Obligations owed to each
            of them in respect of Warehousing Advances outstanding against Other
            Eligible Assets, as set forth in clauses Third and Fourth of Section
            8.3(a) hereof;

            Seventh, to the Lenders, for application to the Obligations owed to
            each of them in respect of Swingline Advances and Warehousing
            Advances outstanding against Eligible Loans, as set forth in clauses
            Third, Fourth, Fifth, Sixth and Seventh of Section 8.3(b) hereof;
            and

            Eighth, to the remaining Obligations; and

            Finally, to the payment to Borrowers, or to their successors or
            assigns, or as a court of competent jurisdiction may direct, of any
            surplus then remaining from such proceeds.


<PAGE>

        10.3 (d) If the proceeds of any such sale, disposition or other
        enforcement are insufficient to cover the costs and expenses of such
        sale, as aforesaid, and the payment in full of all Obligations,
        Borrowers shall remain liable for any deficiency.

10.4.   Credit Agent Appointed Attorney-in-Fact

        Each Borrower appoints Credit Agent its attorney-in-fact, with full
        power of substitution, for the purpose of carrying out the provisions of
        this Agreement, the Notes and the other Loan Documents and taking any
        action and executing any instruments that Credit Agent deems necessary
        or advisable to accomplish that purpose. Borrowers' appointment of
        Credit Agent as attorney-in-fact is irrevocable and coupled with an
        interest. Without limiting the generality of the foregoing, Credit Agent
        may give notice of its Lien on the Collateral to any Person, either in
        Borrower's name or in its own name, endorse all Pledged Loans or Pledged
        Securities payable to the order of any Borrower, change or cause to be
        changed the book-entry registration or name of subscriber or Investor on
        any Pledged Security, prepare and submit for filing Uniform Commercial
        Code amendment statements with respect to any Uniform Commercial Code
        financing statements filed in connection with any item of Collateral or
        receive, endorse and collect all checks made payable to the order of any
        Borrower representing payment on account of the principal of or interest
        on, or the proceeds of sale of, any of the Pledged Loans or Pledged
        Securities and give full discharge for those transactions.

10.5.   Right of Set-Off

        If Borrowers default in the payment of any Obligation or in the
        performance of any of their duties under the Loan Documents, each Lender
        may, without Notice to or demand on Borrowers (which Notice or demand
        Borrowers expressly waive), set-off, appropriate or apply any property
        of Borrowers held at any time by each Lender, or any indebtedness at any
        time owed by each Lender to or for the account of Borrowers, against the
        Obligations, whether or not those Obligations have matured.

10.6.   Sharing of Payments

        If upon the occurrence of an Event of Default and acceleration of the
        Obligations, any Lender shall hold or receive and retain any payment,
        whether by setoff, application of deposit balance or security, or
        otherwise, in respect of the Obligations, then such Lender shall
        purchase from the other Lenders for cash and at face value and without
        recourse, such participation in the Obligations held by them as shall be
        necessary to cause such payment to be shared ratably with each of them;
        provided, that if such payment or part thereof is thereafter recovered
        from such purchasing Lender, the related purchases from the other
        Lenders shall be rescinded ratably and the purchase price restored as to
        the portion of such excess payment so recovered, but without interest
        thereon unless the purchasing Lender is required to pay interest on such
        amounts to the Person recovering such payment, in which case with
        interest thereon, computed at the same rate, and on the same basis, as
        the interest that the purchasing Lender is required to pay. If any
        Lender receives a payment from the Borrowers not in respect of the
        Obligations, but relating to another relationship of such Lender and the
        Borrowers, such Lender may apply the payment first to the indebtedness
        arising out of the other relationship and then against the Obligations
        as provided for above.

                                End of Article 10

<PAGE>

        AGENT

11.1.   Appointment

        Each Lender hereby irrevocably designates and appoints Credit Agent as
        the agent of such Lender under the Loan Documents and each Lender hereby
        irrevocably authorizes Credit Agent to take such action on its behalf
        under the provisions of the Loan Documents and to exercise such powers
        and perform such duties as are expressly delegated to Credit Agent by
        the terms of the Loan Documents, together with such other powers as are
        reasonably incidental thereto. Credit Agent hereby accepts such
        appointment and agrees to act in accordance with this Agreement.

11.2.   Duties of Agent

        11.2 (a) The provisions of the Loan Documents set forth the exclusive
        duties of Credit Agent and no implied duties or obligations shall be
        read into the Loan Documents against Credit Agent. Credit Agent shall
        not be bound in any way by any agreement or contract other than the Loan
        Documents and any other agreement to which it is a party. Credit Agent
        shall act as an independent contractor in performing its obligations as
        Credit Agent under the Loan Documents and nothing herein contained shall
        be deemed to create any fiduciary relationship among or between Credit
        Agent, Borrowers or Lenders.

        11.2 (b) Credit Agent shall examine the Pledged Loans delivered by or on
        behalf of the Borrowers hereunder to determine whether the Pledged
        Loans: (i) include the documents and instruments to be delivered for
        each Pledged Loan required pursuant to Section 2.1 and the applicable
        Exhibits, (ii) conforms with the requirements of this Agreement, and
        (iii) is otherwise in conformity with any customary collateral review
        criteria that Credit Agent may use from time to time. If Credit Agent
        shall have determined that any Mortgage Loan delivered to Credit Agent
        does not meet the requirements of this Agreement, Credit Agent may
        return to the Borrowers all Collateral Documents relating thereto.

        11.2 (c) As to any Pledged Loan against which Warehousing Advances may
        be made, if Credit Agent shall note any minor discrepancies or
        deficiencies in any Collateral Documents pertaining thereto, Credit
        Agent shall: (a) immediately notify Borrowers thereof, (b) if such
        discrepancies or deficiencies can be cured without returning any
        Collateral Documents to the Borrowers, request that Borrowers cure such
        discrepancies or deficiencies immediately, and (c) if such discrepancies
        or deficiencies can only be cured by returning Collateral Documents to
        the Borrowers, return any Collateral Documents containing any
        discrepancy or deficiency to the Borrowers for correction against a
        Trust Receipt pursuant to Section 4.6(a).

11.3.   Standard of Care

        Credit Agent shall act in accordance with customary standards for those
        engaged as credit agents or collateral agents of commercial transactions
        in similar capacities.

        11.3 (a) Credit Agent shall not be required to ascertain or inquire as
        to the performance or observance of any of the conditions or agreements
        to be performed or observed by any other party, except as specifically
        provided in the Loan Documents. Credit Agent disclaims any
        responsibility for the validity or accuracy of the recitals to the Loan
        Documents and any

<PAGE>

        representations and warranties contained herein, unless specifically
        identified as recitals, representations or warranties of Credit Agent.

        11.3 (b) Credit Agent shall not have any responsibility for ascertaining
        the value, collectibility, insurability, enforceability, effectiveness
        or suitability of any Collateral, the title of any party therein, the
        validity or adequacy of the security afforded thereby, or the validity
        of the Loan Documents (except as to its authority to enter into the Loan
        Documents and to perform its obligations hereunder and thereunder).

        11.3 (c) No provision of this Agreement shall require Credit Agent to
        expend or risk its own funds or otherwise incur any financial liability
        in the performance of any of its duties hereunder or in the exercise of
        any of its rights or powers, if, in its sole judgment, it shall believe
        that repayment of such funds or adequate indemnity against such risk or
        liability is not assured to it.

        11.3 (d) Credit Agent is not responsible for preparing or filing any
        reports or returns relating to federal, state or local income taxes with
        respect to this Agreement, other than for its compensation or for
        reimbursement of expenses.

11.4.   Delegation of Duties

        Credit Agent may execute any of its duties under the Loan Documents by
        or through agents or attorneys-in-fact and shall be entitled to advice
        of counsel concerning all matters pertaining to such duties. Credit
        Agent shall not be responsible for the negligence or misconduct of any
        agents or attorneys-in-fact selected by it with reasonable care.

11.5.   Exculpatory Provisions

        Credit Agent or any of its respective officers, directors, employees,
        agents, attorneys-in-fact or Affiliates shall not be (a) liable for any
        action lawfully taken or omitted to be taken by it or such Person under
        or in connection with the Loan Documents (except for its or such
        Person's own gross negligence or willful misconduct), or (b) responsible
        in any manner to any of the Lenders for any recitals, statements,
        representations or warranties made by Borrowers or any officer thereof
        contained in the Loan Documents or in any certificate, report, statement
        or other document referred to or provided for in, or received by Credit
        Agent under or in connection with, the Loan Documents or for the value,
        validity, effectiveness, genuineness, enforceability or sufficiency of
        the Loan Documents or for any failure of Borrowers to perform their
        obligations under any Loan Document. Credit Agent shall not be under any
        obligation to any Lender to ascertain or to inquire as to the observance
        or performance of any of the agreements contained in, or conditions of,
        the Loan Documents or to inspect the properties, books or records of
        Borrowers or any of their Subsidiaries.

11.6.   Reliance by Agent

        Credit Agent shall be entitled to rely, and shall be fully protected in
        relying, upon any note, writing, resolution, notice, consent,
        certification, affidavit, letter, cablegram, telegram, telecopy, telex
        or teletype message, statement, order or other document or conversation
        reasonably believed by it to be correct and to have been signed, sent or
        made by the proper Person or Persons and upon advice and statements of
        legal counsel (including, without limitation, counsel to Borrowers),
        independent accountants (including, without limitation, accountants to
        Borrowers) and other experts selected by Credit Agent. Credit Agent may
        deem and treat the payee of any Note as the owner thereof for all
        purposes. Credit Agent shall be fully justified in failing or refusing
        to take any action under the Loan Documents unless it shall first
        receive such advice or concurrence of the

<PAGE>

        Majority Lenders or all Lenders, as appropriate, or it shall first be
        indemnified to its satisfaction by Lenders ratably in accordance with
        their respective Percentage Shares against any and all liability and
        expense which may be incurred by it by reason of taking or continuing to
        take any action (except for liabilities and expenses resulting from
        Credit Agent's gross negligence or willful misconduct), and (b) Credit
        Agent shall in all cases be fully protected in acting, or in refraining
        from acting, under the Loan Documents in accordance with a request of
        the Majority Lenders or all Lenders, as appropriate, and such request
        and any action taken or failure to act pursuant thereto shall be binding
        upon all Lenders.

11.7.   Non-Reliance on Agent or Other Lenders

        Each Lender expressly acknowledges that neither Credit Agent nor any of
        its officers, directors, employees, agents, attorneys-in-fact or
        Affiliates has made any representations or warranties to such Lender and
        that no act by Credit Agent hereafter taken, including any review of the
        affairs of Borrowers, shall be deemed to constitute any representation
        or warranty by Credit Agent to any Lender. Each Lender represents to
        Credit Agent that it has, independently and without reliance upon Credit
        Agent or any other Lender, and based on such documents and information
        as it has deemed appropriate, made its own appraisal of and
        investigation into the business, operations, property, financial and
        other condition and creditworthiness of Borrowers and made its own
        decision to enter into and make Advances under the Agreement. Each
        Lender also represents that it will, independently and without reliance
        upon Credit Agent or any other Lender, and based on such documents and
        information as it shall deem appropriate at the time, continue to make
        its own credit analysis, appraisals and decisions in taking or not
        taking action under the Agreement, and to make such investigation as it
        deems necessary to inform itself as to the business, operations,
        property, financial and other condition and creditworthiness of
        Borrowers. Except for notices, reports and other documents expressly
        required to be furnished to Lenders by Credit Agent hereunder, Credit
        Agent shall have no duty or responsibility to provide any Lender with
        any credit or other information concerning the business, operations,
        property, financial or other condition or creditworthiness of Borrowers
        or any Subsidiary or either Guarantor which may come into the possession
        of Credit Agent or any of its officers, directors, employees, agents,
        attorneys-in-fact or Affiliates.

11.8.   Agent in Individual Capacity

        Credit Agent may make loans to, purchase Mortgage Loans and other assets
        from, and generally engage in any kind of business with Borrowers as
        though it were not an agent hereunder. With respect to the Advances made
        or renewed by it and any Note issued to it, Credit Agent shall have the
        same rights and powers under the Loan Documents as any Lender and may
        exercise the same as though it were not Credit Agent, and the terms
        "Lender" and "Lenders" shall include Credit Agent in its individual
        capacity.

11.9.   Successor Agent

        Credit Agent may resign as such at any time upon giving 30 days Notice
        to Borrowers and Lenders. Credit Agent may be removed immediately with
        cause or at any time upon 10 days Notice from the Majority Lenders to
        Credit Agent and Borrowers. Upon Notice of such resignation or removal,
        the Majority Lenders may appoint a successor Credit Agent (which
        successor Credit Agent, assuming that no Default or Event of Default
        exists, shall be reasonably acceptable to Borrowers). The date on which
        Borrowers, Credit Agent and Lenders have received Notice from such
        successor of its acceptance of appointment as Credit Agent shall
        constitute the effective date of resignation or removal of the resigning
        or removed Credit Agent. If no successor Credit Agent shall have been so
        appointed by the Majority Lenders, and shall have accepted such

<PAGE>

        appointment within the allotted time period, then, upon 5 days Notice to
        Borrowers, the resigned or removed Credit Agent may, on behalf of
        Lenders, appoint a successor. Upon the effective date of resignation or
        removal of the resigning or removed Credit Agent, such successor will
        thereupon succeed to and become vested with all the rights, powers,
        privileges, and duties of the resigning or removed Credit Agent, but the
        resigning or removed Credit Agent shall not be discharged from any
        liability as a result of its or its directors', officers', agents', or
        employees' gross negligence or willful misconduct in the performance of
        its duties and obligations under this Agreement prior to the effective
        date of its resignation or removal. Upon the effective date of its
        resignation or removal, Credit Agent shall assign all of its right,
        title and security interest in and to all Collateral to its successor,
        without recourse, warranty or representation, express or implied.

11.10.  Availability of Documents

        Lenders and their agents, accountants, attorneys and auditors will be
        permitted during normal business hours at any time and from time to time
        upon reasonable notice to examine (to the extent permitted by applicable
        law) the files, documents, records and other papers in the possession or
        under the control of the Credit Agent relating to any or all Pledged
        Loans and Pledged Securities and to make copies thereof. Except during
        an Event of Default, any such activity will be at the cost and expense
        of the Lender conducting such activity; during an Event of Default, all
        costs and expenses associated with the exercise by Lenders of their
        rights under this Section 11.10 shall be promptly paid by Borrower upon
        demand of any Lender made through the Credit Agent in each case.

                                End of Article 0

<PAGE>

        MISCELLANEOUS

12.1.   Notices

        Except where telephonic or facsimile notice is expressly authorized by
        this Agreement, all communications required or permitted to be given or
        made under this Agreement ("Notices") must be in writing and must be
        sent by manual delivery, overnight courier or United States mail
        (postage prepaid), addressed as follows (or at such other address as may
        be designated by it in a Notice to the other):

          If to Borrowers:      Columbia National, Incorporated
                                American Home Mortgage Corp.
                                c/o American Home Mortgage Holdings, Inc.
                                520 Broadhollow Road
                                Melville, NY  11747
                                Attention: Stephen A. Hozie, Chief Financial
                                Officer
                                Facsimile: (631) 777-3289

          With a copy to:       Columbia National, Incorporated
                                American Home Mortgage Corp.
                                c/o American Home Mortgage Holdings, Inc.
                                520 Broadhollow Road
                                Melville, NY  11747
                                Attention: General Counsel

          With a copy to:       American Home Mortgage Acceptance, Inc.
                                520 Broadhollow Road
                                Melville, NY 11747
                                Attention: Craig Pino, Senior V.P./Treasurer
                                Facsimile: (516) 495-5411

          With a copy to:       American Home Mortgage Acceptance, Inc.
                                520 Broadhollow Road
                                Melville, NY 11747
                                Attention: General Counsel

          If to Credit Agent:   Residential Funding Corporation
                                7501 Wisconsin Avenue
                                Bethesda, MD  20814
                                Attention: Jason Mitchell, Director
                                Facsimile: (301) 215-6288

          If to Lenders:        As set forth on the signature pages hereof or of
                                any amendment hereto.

        All periods of Notice will be measured from the date of delivery if
        delivered manually or by facsimile, from the first Business Day after
        the date of sending if sent by overnight courier or from 4 days after
        the date of mailing if sent by United States mail, except that Notices
        to Credit Agent under Article 2 and Section 3.3 shall be deemed to have
        been given only when actually received by Credit Agent. Borrowers
        authorizes Credit Agent to accept Borrowers' bailee pledge agreements,
        Advance Requests, shipping requests, wire transfer instructions and
        security

<PAGE>

        delivery instructions transmitted to Credit Agent by facsimile or
        RFConnects Delivery, and those documents, when transmitted to Credit
        Agent by facsimile or by RFConnects Delivery, have the same force and
        effect as the originals.

12.2.   Reimbursement Of Expenses; Indemnity

        Borrowers must: (a) pay Credit Agent a document production fee in
        connection with the preparation and negotiation of this Agreement; (b)
        pay such additional documentation production fees as Credit Agent may
        require and all out-of-pocket costs and expenses of Credit Agent,
        including reasonable fees, service charges and disbursements of counsel
        to Credit Agent (including allocated costs of internal counsel), in
        connection with the amendment, enforcement and administration of this
        Agreement, the Notes, and other Loan Documents, the making, repayment
        and payment of interest on the Advances and the payment of all other
        Obligations under Loan Documents; (c) indemnify, pay, and hold harmless
        Credit Agent and Lenders and any other holder of the Notes from and
        against, all present and future stamp, documentary and other similar
        taxes with respect to the foregoing matters and save Credit Agent and
        Lenders and any other holder of the Notes harmless from and against all
        liabilities with respect to or resulting from any delay or omission to
        pay such taxes; and (d) indemnify, pay and hold harmless Credit Agent
        and each Lender and all of their officers, directors, employees or
        agents and any subsequent holder of the Notes (collectively called the
        "Indemnitees") from and against all liabilities, obligations, losses,
        damages, penalties, judgments, suits, costs, expenses and disbursements
        of every kind or nature (including the reasonable fees and disbursements
        of counsel to the Indemnitees (including allocated costs of internal
        counsel) in connection with any investigative, administrative or
        judicial proceeding, whether or not the Indemnitees have been designated
        as parties to such proceeding) that may be imposed upon, incurred by or
        asserted against such Indemnitees in any manner relating to or arising
        out of this Agreement, the Notes, or any other Loan Document or any of
        the transactions contemplated by this Agreement, the Notes and the other
        Loan Documents, including against all liabilities, obligations, losses,
        damages, penalties, judgments, suits, costs, expenses and disbursements
        of every kind or nature (including the reasonable fees and disbursements
        of counsel to the Indemnitees (including allocated costs of internal
        counsel) in connection with any investigative, administrative or
        judicial proceeding, whether or not the Indemnitees have been designated
        as parties to such proceeding) arising from any breach of Sections 9.2
        (v) or 9.3 (f) or the making of any Mortgage Loan in which any
        mortgagor, guarantor or other obligor is a Person named in any
        Restriction List and to whom the provision of financial services is
        prohibited or otherwise restricted by applicable law ("Indemnified
        Liabilities"), except that Borrowers have no obligation under this
        Agreement to any Indemnitee with respect to Indemnified Liabilities
        arising from the gross negligence or willful misconduct of such
        Indemnitees. To the extent that the undertaking to indemnify, pay and
        hold harmless as set forth in the preceding sentence may be
        unenforceable because it is violative of any law or public policy,
        Borrowers must contribute the maximum portion that it is permitted to
        pay and satisfy under applicable law to the payment and satisfaction of
        all Indemnified Liabilities incurred by the Indemnitees or any of them.
        The agreement of Borrowers contained in this Article survives the
        expiration or termination of this Agreement and the payment in full of
        the Notes. Attorneys' fees and disbursements incurred in enforcing, or
        on appeal from, a judgment under this Agreement are recoverable
        separately from and in addition to any other amount included in such
        judgment, and this clause is intended to be severable from the other
        provisions of this Agreement and to survive and not be merged into such
        judgment.

12.3.   Indemnification by Lenders

        Each Lender agrees to indemnify Credit Agent in its capacity as such (to
        the extent not reimbursed by Borrowers and without limiting the
        obligation of Borrowers to do so), ratably according to the respective
        amounts of their Percentage Shares, from and against any and all

<PAGE>

        liabilities, obligations, losses, damages, penalties, actions,
        judgments, suits, costs, expenses or disbursements of any kind
        whatsoever which may at any time (including without limitation at any
        time following the payment of the Obligations) be imposed on, incurred
        by or asserted against Credit Agent in any way relating to or arising
        out of the Loan Documents or any documents contemplated by or referred
        to herein or therein or the transactions contemplated hereby or thereby
        or any action taken or omitted by Credit Agent under or in connection
        with any of the foregoing; provided that no Lender shall be liable for
        the payment of any portion of such liabilities, obligations, losses,
        damages, penalties, actions, judgments, suits, costs, expenses or
        disbursements resulting from Credit Agent's gross negligence or willful
        misconduct. The agreements in this Section shall survive the payment of
        the Obligations and the termination of this Agreement. Attorneys' fees
        and disbursements incurred in enforcing, or on appeal from, a judgment
        pursuant hereto shall be recoverable separately from and in addition to
        any other amount included in such judgment, and this clause is intended
        to be severable from the other provisions of this Agreement and to
        survive and not be merged into such judgment.

12.4.   Financial Information

        All financial statements and reports furnished to Credit Agent under
        this Agreement must be prepared in accordance with GAAP, applied on a
        basis consistent with that applied in preparing the financial statements
        as at the end of and for Borrowers' most recent fiscal year (except to
        the extent otherwise required to conform to good accounting practice).

12.5.   Terms Binding Upon Successors; Survival of Representations

        The terms and provisions of this Agreement are binding upon and inure to
        the benefit of Borrowers, Credit Agent, Lenders and their respective
        successors and assigns. All of Borrowers' representations, warranties,
        covenants and agreements survive the making of any Advance, and except
        where a longer period is set forth in this Agreement, remain effective
        for as long as the Commitments are outstanding or there remain any
        Obligations to be paid or performed.

12.6.   Lenders in Individual Capacity

        Any Lender and its Affiliates may make loans to, accept deposits from
        and generally engage in any kind of business with Borrowers, any
        Subsidiary and/or Guarantor regardless of its capacity as a Lender
        hereunder. Any Lender may disclose to the other Lenders information
        regarding other relationships which it may have with Borrowers and
        Borrowers hereby consent to these disclosures.

12.7.   Assignments and Participations

        This Agreement and the Obligations of Borrowers may not be assigned by
        Borrowers. Any Lender may, subject to the limitations set forth below,
        assign or transfer, in whole or in part, its Commitments and the related
        Advances, together with its corresponding rights under this Agreement
        and the other Loan Documents, and further may sell participations in all
        or any part of any of its Commitments and the related Advances or any
        other interest in the Obligations or any of its obligations hereunder to
        another Person, in which event: (a) in the case of an assignment, upon
        notice thereof by such Lender to Borrowers and consent of Credit Agent,
        the assignee shall have, to the extent of such assignment (unless
        otherwise provided thereby), the same rights and benefits as it would
        have if it were a "Lender" hereunder, and, if the assignee has expressly
        assumed, for the benefit of Borrowers, such Lender's obligations
        hereunder, such Lender shall be relieved of its obligations hereunder to
        the extent of such assignment and assumption, provided that Credit Agent
        shall have

<PAGE>

        no obligation to consent to there being more than a total of 10 Lenders
        (a Participant is not a Lender); and (b) in the case of a participation,
        the participating Person's (a "Participant") rights against the Lender
        from whom it has purchased such participation in respect of such
        participation are those set forth in the agreement executed by such
        Lender in favor of the Participant relating thereto. Unless an assignee
        has expressly assumed such Lender's obligations hereunder, (x) such
        Lender shall remain solely responsible to the other parties hereto for
        the performance of such Lender's obligations under the Loan Documents,
        whether or not such Lender shall remain the holder of any Note, (y) such
        Lender shall retain all voting rights with respect to such Note, the
        Advances hereunder and Lender's Commitments, and (z) Borrowers, Credit
        Agent and the other Lenders shall continue to deal solely and directly
        with such Lender in connection with such Lender's rights and obligations
        under the Loan Documents. Without limiting any Lenders exclusive right
        to collect and enforce the Obligations owed to it, Borrowers agree that
        each participation will give rise to a debtor-creditor relationship
        between Borrowers and Participant, and Borrowers authorize each
        Participant, upon an occurrence of an Event of Default, to proceed
        directly by right of setoff, bankers' lien or otherwise, against any
        assets of Borrowers that may be held by that Participant.
        Notwithstanding the foregoing, nothing contained herein shall in any
        manner or to any extent affect the right of any Lender to pledge or
        assign Notes and interests in this Agreement to any Federal Reserve Bank
        pursuant to applicable laws and regulations, or to assign its Notes and
        its right to receive and retain payments on its Notes provided such
        Lender remains primarily and directly liable pursuant to the terms and
        conditions of this Agreement to keep, observe and perform all of its
        obligations under this Agreement, and all such assignments shall be
        treated, considered and administered as a sale of a participation and
        not as an assignment and shall be subject to and governed by the
        provisions of this Section. Any Lender may furnish any information
        concerning Borrowers in the possession of such Lender from time to time
        to Affiliates of such Lender and to assignees and Participants
        (including prospective assignees and Participants) and Borrowers hereby
        consent to the provision of such information.

12.8.   Commitment Increases

        12.8 (a) At any time and from time to time after the Closing Date, the
        Warehousing Credit Limit and the Term Loan Credit Limit may be increased
        either by an Additional Lender establishing a Warehousing Commitment and
        a Term Loan Commitment or by one or more then existing Lenders
        ("Increase Lenders") increasing its Warehousing Commitment Amount and
        Term Loan Commitment Amount (each such increase by either means, a
        "Commitment Increase") provided that no Commitment Increase shall become
        effective unless and until (i) Borrowers, Credit Agent and the
        Additional Lenders or the Increase Lenders shall have executed and
        delivered an amendment with respect to such Commitment Increase, and
        (ii) if, after giving effect thereto, the Warehousing Credit Limit would
        exceed $450,000,000 and the Term Loan Credit Limit would exceed
        $100,000,000, such Commitment Increase shall have been consented to by
        each of the other Lenders. Prior to the effective date ("Effective
        Date") of any Commitment Increase, Borrowers shall issue promissory
        notes to the Additional Lenders. Such new promissory note or notes shall
        constitute a "Warehousing Note" and "Term Loan Note" for the purposes of
        the Loan Documents. No Lender has implicitly or explicitly agreed to
        make any future Commitment Increase by entering into this Agreement.

        12.8 (b) On the Effective Date of such Commitment Increase, Credit Agent
        shall recompute the Percentage Share for each Lender based on the new
        Warehousing Credit Limit and Term Loan Credit Limit which results from
        the Commitment Increase, and Credit Agent shall request Warehousing
        Advances and Term Loan Advances from or will direct prepayments to each
        Lender so that the total amount of all then outstanding Warehousing
        Advances and Term Loan Advances are shared pro rata by each Lender. On
        the effective date of any reduction of the Warehousing Credit Limit and
        Term Loan Credit Limit resulting from the expiration of a temporary
        increase in any Lender's Warehousing Commitment Amount and Term Loan
        Commitment Amount, Borrower shall prepay the Warehousing Advances and
        Term Loan Advances in an amount equal to the

<PAGE>

        amount by which the aggregate unpaid principal balance of such Lender's
        (i) Warehousing Advances exceeds its Warehousing Commitment Amount, and
        (ii) Term Loan Advances exceeds its Term Loan Commitment Amount, and
        Credit Agent shall direct such prepayments to such Lender.

12.9.   Amendments

        12.9 (a) Other than as permitted by Section 12.8(a), this Agreement may
        not be amended or terms or provisions hereof waived unless such
        amendment or waiver is in writing and signed by the Majority Lenders,
        Credit Agent and Borrowers; provided, however, that without the prior
        written consent of 100% of Lenders, no amendment or waiver shall: (1)
        waive or amend any term or provision of Sections 7.4, 7.13, 7.14 or 7.15
        hereof or the definition of any type of Collateral or the provisions of
        Section 4.1 hereof, or release the Guarantor, (2) reduce the principal
        of, or rate of interest or fees on, the Advances or any Lender's
        Commitments, (3) modify the Warehousing Credit Limit or the Term Loan
        Credit Limit (other than as permitted by Section 12.8(a)), (4) modify
        any Lender's Percentage Share of the Warehousing Credit Limit or the
        Term Loan Credit Limit (other than as permitted by Section 12.8(a)), (5)
        modify the definition of "Majority Lenders," or of the number or
        percentage of Lenders that are required to take action under the Loan
        Documents, (6) extend the Term Loan Commitment Termination Date, the
        Term Loan Maturity Date or the Warehousing Maturity Date, (7) release
        any material portion of the Collateral, except as expressly contemplated
        by the Loan Documents or in connection with a sale of such Collateral
        permitted hereunder, (8) amend Exhibit H, or (9) amend this Section. It
        is expressly agreed and understood that the failure by the Majority
        Lenders to elect to accelerate amounts outstanding hereunder or to
        terminate the obligation of Lenders to make Advances hereunder shall not
        constitute an amendment or waiver of any term or provision of this
        Agreement.

        12.9 (b) Borrowers hereby agree that they shall, upon requesting any
        amendment of this Agreement or any other Loan Document or any waiver of
        any material term or provision of this Agreement or any other Loan
        Document (except an extension of the Warehousing Maturity Date), pay at
        the time of such request a modification fee (1) to Credit Agent in a
        minimum amount of $2,500 or such greater amount as may be notified to
        Borrowers by Credit Agent in its sole discretion and (2) to each Lender
        (except any Lender which becomes party to the Agreement by virtue of
        such amendment) in a minimum amount of $1,000 or such greater amount as
        may be notified to Borrowers by the Majority Lenders, acting through
        Credit Agent, in their sole discretion. The payment of such modification
        fees shall be in addition to and shall not limit Borrowers'
        reimbursement obligations pursuant to Section 12.2 hereof, and any other
        fee or charge imposed by Credit Agent or Lenders as a condition to any
        amendment.

12.10.  Governing Law

        This Agreement and the other Loan Documents are governed by the laws of
        the State of Minnesota, without reference to its principles of conflicts
        of laws.

12.11.  Relationship of the Parties

        This Agreement provides for the making and repayment of Advances by
        Lenders (in their capacities as Lenders) to Borrowers (in their capacity
        as a Borrowers), for the payment of interest on those Advances and for
        the payment of certain fees by Borrowers to Lenders and Credit Agent.
        The relationship between Lenders and Borrowers is limited to that of
        creditor and secured party on the part of Lenders and of debtor on the
        part of Borrowers. The provisions of this Agreement and the other Loan
        Documents for compliance with financial covenants and the delivery of
        financial statements and other operating reports are intended solely for
        the benefit of

<PAGE>

        Lenders and Credit Agent to protect their interest as a creditors and
        secured party. Nothing in this Agreement creates or may be construed as
        permitting or obligating Credit Agent or any Lender to act as a
        financial or business advisor or consultant to Borrowers, as permitting
        or obligating Lenders or Credit Agent to control Borrowers or to conduct
        Borrowers' operations, as creating any fiduciary obligation on the part
        of Credit Agent or any Lender to Borrowers, or as creating any joint
        venture, agency, partnership or other relationship between Credit Agent
        or any Lender and Borrowers other than as explicitly and specifically
        stated in the Loan Documents. Borrowers acknowledge that they have had
        the opportunity to obtain the advice of experienced counsel of their own
        choice in connection with the negotiation and execution of the Loan
        Documents and to obtain the advice of that counsel with respect to all
        matters contained in the Loan Documents, including the waivers of jury
        trial and of punitive, consequential, special or indirect damages
        contained in Sections 12.16 and 12.17, respectively. Borrowers further
        acknowledges that they are experienced with respect to financial and
        credit matters and have made their own independent decisions to apply to
        Lenders for credit and to execute and deliver this Agreement.

12.12.  Severability

        If any provision of this Agreement is declared to be illegal or
        unenforceable in any respect, that provision is null and void and of no
        force and effect to the extent of the illegality or unenforceability,
        and does not affect the validity or enforceability of any other
        provision of the Agreement.

12.13.  Consent to Credit References

        Borrowers consents to the disclosure of information regarding Borrowers
        and their Subsidiaries and their relationships with Credit Agent and
        Lenders to Persons making credit inquiries to Credit Agent or any
        Lender. This consent is revocable by Borrowers at any time upon Notice
        to Lenders as provided in Section 12.1.

12.14.  Counterparts

        This Agreement may be executed in any number of counterparts, each of
        which will be deemed an original, but all of which together constitute
        but one and the same instrument.

12.15.  Headings/Captions

        The captions or headings in this Agreement and the other Loan Documents
        are for convenience only and in no way define, limit or describe the
        scope or intent of any provision of this Agreement or any other Loan
        Document.

12.16.  Entire Agreement

        This Agreement, the Notes and the other Loan Documents represent the
        final agreement among the parties with respect to their subject matter,
        and may not be contradicted by evidence of prior or contemporaneous oral
        agreements among the parties. There are no oral agreements among the
        parties with respect to the subject matter of this Agreement, the Notes
        and the other Loan Documents.

<PAGE>

12.17.  Consent to Jurisdiction

        AT THE OPTION OF CREDIT AGENT, THIS AGREEMENT, THE NOTES AND THE OTHER
        LOAN DOCUMENTS MAY BE ENFORCED IN ANY STATE OR FEDERAL COURT WITHIN THE
        STATE OF MINNESOTA. BORROWERS CONSENT TO THE JURISDICTION AND VENUE OF
        THOSE COURTS, AND WAIVE ANY OBJECTION TO THE JURISDICTION OR VENUE OF
        THOSE COURTS, INCLUDING THE OBJECTION THAT VENUE IN THOSE COURTS IS NOT
        CONVENIENT. ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE COMMENCED AND
        INSTITUTED BY SERVICE OF PROCESS UPON BORROWERS BY FIRST CLASS
        REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO
        BORROWERS AT THEIR ADDRESS LAST KNOWN TO CREDIT AGENT. EACH BORROWER'S
        CONSENT AND AGREEMENT UNDER THIS SECTION DOES NOT AFFECT CREDIT AGENT'S
        RIGHT TO ACCOMPLISH SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY
        LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
        BORROWERS IN ANY OTHER JURISDICTION OR COURT. IN THE EVENT BORROWERS
        COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR
        CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP
        CREATED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, CREDIT AGENT AT
        ITS OPTION MAY HAVE THE CASE TRANSFERRED TO A STATE OR FEDERAL COURT
        WITHIN THE STATE OF MINNESOTA OR, IF A TRANSFER CANNOT BE ACCOMPLISHED
        UNDER APPLICABLE LAW, MAY HAVE BORROWER'S ACTION DISMISSED WITHOUT
        PREJUDICE.

12.18.  Waiver of Jury Trial

        EACH BORROWER, CREDIT AGENT AND EACH LENDER, EACH PROMISES AND AGREES
        NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY,
        AND FULLY WAIVES ANY RIGHT TO TRIAL BY JURY TO THE EXTENT THAT ANY SUCH
        RIGHT NOW EXISTS OR ARISES AFTER THE DATE OF THIS AGREEMENT. THIS WAIVER
        OF THE RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN, KNOWINGLY AND
        VOLUNTARILY, BY EACH BORROWER, CREDIT AGENT AND EACH LENDER, AND IS
        INTENDED TO ENCOMPASS EACH INSTANCE AND EACH ISSUE FOR WHICH THE RIGHT
        TO TRIAL BY JURY WOULD OTHERWISE APPLY. CREDIT AGENT, EACH BORROWER AND
        LENDERS ARE EACH AUTHORIZED AND DIRECTED TO SUBMIT THIS AGREEMENT TO ANY
        COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES TO
        THIS AGREEMENT AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF THE RIGHT TO
        TRIAL BY JURY. FURTHER, EACH BORROWER, CREDIT AGENT AND LENDERS EACH
        CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE OTHER PARTY, INCLUDING
        THE OTHER PARTY'S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO
        ANY OF ITS REPRESENTATIVES OR AGENTS THAT THE OTHER PARTY WILL NOT SEEK
        TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.

12.19.  Waiver of Punitive, Consequential, Special or Indirect Damages

        EACH BORROWER WAIVES ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE,
        CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES FROM CREDIT AGENT, ANY LENDER
        OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS
        WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING,
        CLAIM OR COUNTERCLAIM BROUGHT BY BORROWERS AGAINST LENDERS, CREDIT AGENT
        OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS
        WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS
        AGREEMENT OR ANY OTHER LOAN DOCUMENT. THIS WAIVER

<PAGE>

        OF THE RIGHT TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT
        DAMAGES IS KNOWINGLY AND VOLUNTARILY GIVEN BY EACH BORROWER, AND IS
        INTENDED TO ENCOMPASS EACH INSTANCE AND EACH ISSUE FOR WHICH THE RIGHT
        TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES WOULD
        OTHERWISE APPLY. CREDIT AGENT AND EACH LENDER ARE AUTHORIZED AND
        DIRECTED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER
        THE SUBJECT MATTER AND THE PARTIES TO THIS AGREEMENT AS CONCLUSIVE
        EVIDENCE OF THIS WAIVER OF THE RIGHT TO SEEK PUNITIVE, CONSEQUENTIAL,
        SPECIAL OR INDIRECT DAMAGES.

12.20   Waiver of Defaults under Existing Agreement.

        AHMC has notified Lenders and Credit Agent that Defaults or Events of
        Default (as defined in the Existing Agreement) exist (a) as a result of
        the failure to deliver in a timely fashion the financial statements
        required by Section 7.2 of the Existing Agreement in respect of the
        months ended February 29, 2004 and March 31, 2004, (b) as a result of
        the failure to be in compliance with Section 8.9 and 8.12 of the
        Existing Agreement as of each of February 29, 2004, March 31, 2004, and
        (c) as a result of the failure to be in compliance with Section 8.12 of
        the Existing Agreement as of February 29, 2004 (a - c, collectively, the
        "Existing Defaults"). Majority Lenders (as defined in the Existing
        Agreement) and Credit Agent waive the Existing Defaults effective as of
        the Closing Date, provided, that (a) on or prior to the Closing Date (as
        defined in this Agreement), Borrowers deliver to Lenders financial
        statements of Borrowers as of each of February 29, 2004 and March 31,
        2004 that demonstrate compliance by Borrowers as of each of such dates
        with all financial covenants set forth in Article 8 of this Agreement
        (assuming such financial covenants were applicable as of each of such
        dates), (b) when financial statements for financial results as of April
        30, 2004 are delivered to Lenders they demonstrate compliance by
        Borrowers as of such date with all financial covenants set forth in
        Article 8 of this Agreement (assuming such financial covenants were
        applicable as of such date), and (c) on or prior to the Closing Date
        AHMIC certifies to Lenders that its consolidated net income for each
        consecutive three month period ended February 29, 2004 and March 31,
        2004, respectively, was positive. If Borrowers' financial statements for
        the month ended April 30, 2004 do not demonstrate compliance with all
        covenants set forth in Article 8 of this Agreement (assuming such
        financial covenants were applicable as of such date), or if AHMIC's net
        income for the three month period ended April 30, 2004 is not positive,
        then, in either case, an Event of Default (as defined in this Agreement)
        will be deemed to exist. This waiver applies only to the specific
        instances described in this Section 12.20. Lenders and Credit Agent
        reserve all of the rights, powers and remedies available to them under
        the Loan Documents, including the right to cease making Advances to
        Borrowers and the right to accelerate the Obligations, if any Default or
        Event of Default (as defined in this Agreement) occurs.

                                End of Article 0

<PAGE>

        DEFINITIONS

13.1.   Defined Terms

        Capitalized terms defined below or elsewhere in this Agreement have the
        following meanings or, as applicable, the meanings given to those terms
        in Exhibits to this Agreement:

        "Accrual Basis" has the meaning set forth in Section 3.1(c).

        "Additional Lenders" means a Person admitted as a Lender under the
        Agreement by assignment or by the terms of an amendment hereto. Credit
        Agent will use its best efforts to notify Borrowers of the identity of
        any Person (other than RFC) proposed by Credit Agent to be admitted as a
        Lender at least 10 Business Days prior to the date on which such Person
        is proposed to be admitted as a Lender, provided that Credit Agent shall
        incur no liability to Borrowers or any other Person for any failure to
        give such notification.

        "Advance" means a Warehousing Advance, a Swingline Advance or a Term
        Loan Advance.

        "Advance Rate" means, with respect to any Eligible Loan, the Advance
        Rate set forth in Exhibit H for that type of Eligible Loan.

        "Advance Request" means a Warehousing Advance Request Against Eligible
        Loans, a Warehousing Advance Request Against Constructon/Perm Mortgage
        Loans, Warehousing Advance Request Against Other Eligible Assets or a
        Term Loan Advance Request.

        "Affiliate" means, when used with reference to any Person, (a) each
        Person that, directly or indirectly, controls, is controlled by or is
        under common control with, the Person referred to, (b) each Person that
        beneficially owns or holds, directly or indirectly, 5% or more of any
        class of voting Equity Interests of the Person referred to, (c) each
        Person, 5% or more of the voting Equity Interests of which is
        beneficially owned or held, directly or indirectly, by the Person
        referred to, and (d) each of such Person's officers, directors, joint
        venturers and partners. For these purposes, the term "control"
        (including the terms "controlled by" and "under common control with")
        means the possession, directly or indirectly, of the power to direct or
        cause the direction of the management and policies of the Person in
        question.

        "Aged Mortgage Loans" means Mortgage Loans against which a Warehousing
        Advance has been outstanding for longer than the Standard Warehouse
        Period, provided that Aged Mortgage Loans are permitted for such type of
        Mortgage Loan.

        "Aged Warehouse Period" means the maximum number of days a Warehouse
        Advance against Aged Mortgage Loans of a particular type may remain
        outstanding as set forth in Exhibit H.

        "Aged Wet Mortgage Loan" has the meaning set forth on Exhibit H.

        "Agency Security" means a Mortgage-backed Security issued or guaranteed
        by Fannie Mae, Freddie Mac or Ginnie Mae.

        "Agreement" means this Second Amended and Restated Warehousing Credit,
        Term Loan and Security Agreement (Syndicated), either as originally
        executed or as it may be amended, restated, renewed or replaced.


<PAGE>

        "AH Holdings" means American Home Mortgage Holdings, Inc., a Delaware
        corporation.

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

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

        "AHMIC" means American Home Mortgage Investment Corp., a Maryland
        corporation.

        "Appraisal" means a certificate of independent certified public
        accountants or independent financial consultants of recognized standing
        selected by Borrowers and satisfactory to Credit Agent as to the
        Appraisal Value of the Servicing Contracts included in the Servicing
        Collateral. An Appraisal must evaluate Borrowers' Servicing Portfolio or
        those Servicing Contracts based upon reasonably determined categories of
        the Mortgage Loans and must give effect to any subservicing agreements
        to which any Mortgage Loan is or will be subject. Each Appraisal must be
        in form, substance and detail satisfactory to Credit Agent.

        "Appraisal Value" means, as of any date of determination, the fair
        market value of Borrowers' right to service Mortgage Loans under the
        Servicing Contracts included in the Servicing Collateral. Appraisal
        Value must be calculated as a percentage of the unpaid principal amount
        of each category of Mortgage Loan serviced under those Servicing
        Contracts.

        "Appraised Property Value" means with respect to an interest in real
        property, the then current fair market value of the real property and
        any improvements on it as of recent date determined in accordance with
        Title XI of FIRREA by a qualified appraiser who is a member of the
        American Institute of Real Estate Appraisers or other group of
        professional appraisers.

        "Approved Custodian" means a pool custodian or other Person that Credit
        Agent deems acceptable, in its sole discretion, to hold Mortgage Loans
        for inclusion in a Mortgage Pool or to hold Mortgage Loans as agent for
        an Investor that has issued a Purchase Commitment for those Mortgage
        Loans. The Approved Custodians as of the Closing Date are listed on
        Exhibit Q hereto. Credit Agent may at any time, on 3 Business Days'
        Notice to Borrowers, add or remove any Person as an Approved Custodian.

        "As Completed Appraised Value" means the value given by a
        state-certified appraiser to the real property and improvements on the
        real property based on the Total Hard Costs and plans and specifications
        for the improvements on the real property prior to the beginning of any
        construction or rehabilitation.

        "Audited Statement Date" means the date of Borrowers' most recent
        audited financial statements (and, if applicable, Borrowers'
        Subsidiaries, on a consolidated basis) delivered to Credit Agent under
        the Existing Agreement or this Agreement.

        "Balance Deficiency Fee" has the meaning set forth in Section 3.1(b).

        "Balance Funded Agreement" has the meaning set forth in Section 3.1(b).

        "Balance Funded Portion" has the meaning set forth in Section 3.1(b).

        "Balance Funding Rate" has the meaning set forth in Exhibit H.

        "Bank One" means Bank One, National Association, or any successor bank.

        "Bank One Prime Rate" means, as of any date of determination, the
        highest prime rate quoted by Bank One and most recently published by
        Bloomberg L.P. If the prime rate for Bank One is not

<PAGE>

        quoted or published for any period, then during that period the term
        "Bank One Prime Rate" means the highest prime rate published in the most
        recent edition of The Wall Street Journal in its regular column entitled
        "Money Rates."

        "Bond Program Mortgage Loan" has the meaning set froth in Exhibit H.

        "Book Net Worth" means with respect to any Person at any date, the
        excess of total assets over total liabilities of such Person on such
        date, each to be determined in accordance with GAAP consistent with
        those applied in the preparation of the financial statements referred to
        in Section 7.2(b) hereof.

        "Borrower" or "Borrowers" has the meaning set forth in the first
        paragraph of this Agreement.

        "Business Day" means any day other than Saturday, Sunday or any other
        day on which national banking associations are closed for business.

        "Calendar Quarter" means the 3 month period beginning on each January 1,
        April 1, July 1 or October 1.

        "Cash Collateral Account" means a demand deposit account maintained at
        the Funding Bank in Credit Agent's name and designated for receipt of
        the proceeds of the sale or other disposition of Collateral.

        "Check Disbursement Account" means a demand deposit account maintained
        at the Funding Bank in Borrowers' name and under the control of Lender
        for clearing checks written by Borrowers to fund Mortgage Loans funded
        by Warehousing Advances.

        "Closing Date" has the meaning set forth in the Recitals to this
        Agreement.

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

        "Collateral" has the meaning set forth in Section 4.1.

        "Collateral Documents" means, with respect to each Mortgage Loan, (a)
        the Mortgage Note, the Mortgage and all other documents including, if
        applicable, any Security Agreement, executed in connection with or
        relating to the Mortgage Loan; (b) as applicable, the original lender's
        ALTA Policy of Title Insurance or its equivalent, documents evidencing
        the FHA Commitment to Insure, the VA Guaranty or private mortgage
        insurance, the appraisal, the Regulation Z statement, the environmental
        assessment, the engineering report, certificates of casualty or hazard
        insurance, credit information on the maker of the Mortgage Note, the
        HUD-1 or corresponding purchase advice; (c) any other document listed in
        Exhibit B; and (d) any other document that is customarily desired for
        inspection or transfer incidental to the purchase of any Mortgage Note
        by an Investor or that is customarily executed by the seller of a
        Mortgage Note to an Investor.

        "Committed Purchase Price" means for an Eligible Loan (a) the dollar
        price as set forth in the Purchase Commitment or, if the price is not
        expressed in dollars, the product of the Mortgage Note Amount multiplied
        by the price (expressed as a percentage) as set forth in the Purchase
        Commitment for the Eligible Loan, or (b) if the Eligible Loan is to be
        used to back an Agency Security, an amount equal to the product of the
        Mortgage Note Amount multiplied by the price (expressed as a percentage)
        as set forth in the Purchase Commitment for the Agency Security.

        "Commitments" means the Warehousing Commitment and the Term Loan
        Commitment.

<PAGE>

        "Compliance Certificate" means a certificate executed on behalf of
        Borrowers by the chief financial officer or treasurer of a Borrower or
        by another officer approved by Credit Agent, substantially in the form
        of Exhibit E.

        "Co-op Loans" means a loan evidenced by a co-op note and committed for
        purchase by an Investor.

        "Construction/Perm Mortgage Loan" has the meaning set forth in Exhibit
        H.

        "Cost Breakdown" means a list of the costs and expenses to be financed
        by the Advances against a Construction/Perm Mortgage Loan, including,
        without limitation, real property acquisition costs, hard and soft
        construction costs, architectural fees, and any other costs and expenses
        budgeted to construct and complete the improvement.

        "Credit Agent" has the meaning set forth in the first paragraph of this
        Agreement.

        "Credit Limit" means the Warehousing Credit Limit or the Term Loan
        Credit Limit.

        "Credit Score" means a mortgagor's overall consumer credit rating,
        represented by a single numeric credit score using the Fair, Isaac
        consumer credit scoring system, provided by a credit repository
        acceptable to Credit Agent and the Investor that issued the Purchase
        Commitment covering the related Mortgage Loan (if a Purchase Commitment
        is required by Exhibit H).

        "Debt" means (a) all indebtedness or other obligations of a Person (and,
        if applicable, that Person's Subsidiaries, on a consolidated basis)
        that, in accordance with GAAP, would be included in determining total
        liabilities as shown on the liabilities side of a balance sheet of that
        Person on the date of determination, plus (b) all indebtedness or other
        obligations of that Person (and, if applicable, that Person's
        Subsidiaries, on a consolidated basis) for borrowed money or for the
        deferred purchase price of property or services. For purposes of
        calculating a Person's Debt, Subordinated Debt not due within 1 year of
        that date may be excluded from that Person's indebtedness.

        "Default" means the occurrence of any event or existence of any
        condition that, but for the giving of Notice or the lapse of time, would
        constitute an Event of Default.

        "Default Rate" means, for any Advance, the Interest Rate applicable to
        that Advance plus 4% per annum. If no Interest Rate is applicable to an
        Advance, "Default Rate" means, for that Advance, the highest Interest
        Rate then applicable to any outstanding Advance plus 4% per annum.

        "Depository Benefit" means the compensation received by a Lender,
        directly or indirectly, as a result of Borrowers' maintenance of
        Eligible Balances with a Designated Bank.

        "Designated Bank" means any bank designated by a Lender as a Designated
        Bank, but only for as long as a Lender has an agreement under which
        Lender receives Depository Benefits from that bank.

        "Designated Bank Charges" means any fees, interest or other charges that
        would otherwise be payable to a Designated Bank in connection with
        Eligible Balances maintained at the Designated Bank, including deposit
        insurance premiums, service charges and any other charges that may be
        imposed by governmental authorities from time to time.

        "Discontinued Loan" has the meaning set forth in the GMAC-RFC Client
        Guide.

        "Early Buyout Mortgage Loan" has the meaning set forth in Exhibit H.

<PAGE>

        "Electronic Advance Request" means an electronic transmission through
        RFConnects Delivery containing the same information as Exhibit A to this
        Agreement.

        "Electronic Tracking Agreement" means an Electronic Tracking Agreement,
        on the form prescribed by Credit Agent, among Borrowers, Credit Agent,
        MERS and MERCORP, Inc.

        "Eligible Balances" means all funds of or maintained by Borrowers (and,
        if applicable, Borrowers' Subsidiaries) in demand deposit or time
        deposit accounts at a Designated Bank, minus balances to support float,
        reserve requirements and any other reductions that may be imposed by
        governmental authorities from time to time.

        "Eligible Loan" means a Single Family Mortgage Loan or a Co-op Loan that
        satisfies the conditions and requirements set forth in Exhibit H.

        "Eligible Mortgage Pool" means a Mortgage Pool for which (a) an Approved
        Custodian has issued its initial certification, (b) there exists a
        Purchase Commitment covering the Agency Security to be issued on the
        basis of that certification and (c) the Agency Security will be
        delivered to Credit Agent.

        "Eligible Servicing Portfolio" means the portion of Borrowers' Servicing
        Portfolio consisting of rights to service Single Family Mortgage Loans;
        provided, however, not included are the principal balance of Mortgage
        Loans included in that Servicing Portfolio (a) with respect to which the
        Person is obligated to repurchase or indemnify the holder of the
        Mortgage Loans as a result of defaults on the Mortgage Loans at any time
        during the term of such Mortgage Loans, (b) the Servicing Contracts for
        which are not owned by the Person free and clear of all Liens (other
        than in favor of Credit Agent) or (c) that are serviced by Borrowers for
        others under subservicing arrangements.

        "Equity Interests" means all shares, interests, participations or other
        equivalents, however, designated, of or in a Person (other than a
        natural person), whether or not voting, including common stock,
        membership interests, warrants, preferred stock, convertible debentures
        and all agreements, instruments and documents convertible, in whole or
        in part, into any one or more of the foregoing.

        "ERISA" means the Employee Retirement Income Security Act of 1974 and
        all rules and regulations promulgated under that statute, as amended,
        and any successor statute, rules, and regulations.

        "ERISA Affiliate" means any trade or business (whether or not
        incorporated) that is a member of a group of which Borrowers is a member
        and that is treated as a single employer under Section 414 of the
        Internal Revenue Code.

        "Event of Default" means any of the conditions or events set forth in
        Section 10.1.

        "Exchange Act" means the Securities Exchange Act of 1934 and all rules
        and regulations promulgated under that statute, as amended, and any
        successor statute, rules, and regulations.

        "Exhibit B" means Exhibit B or Exhibit B-CON, as applicable to the type
        of Eligible Loan against which a Warehousing Advance is to be made.

        "Existing Agreement" means the First Amended and Restated Warehousing
        Credit, Term Loan and Security Agreement dated as of May 30, 2003, as
        amended, between Borrowers, Lenders party thereto and Credit Agent.

<PAGE>

        "Fair Market Value" means, at any time for an Eligible Loan or a related
        Agency Security (if the Eligible Loan is to be used to back an Agency
        Security) as of any date of determination, (a) the Committed Purchase
        Price if the Eligible Loan is covered by a Purchase Commitment from
        Fannie Mae or Freddie Mac or the Eligible Loan is to be exchanged for an
        Agency Security and that Agency Security is covered by a Purchase
        Commitment from an Investor, or (b) otherwise, the market price for such
        Eligible Loan or Agency Security, determined by Credit Agent based on
        market data for similar Mortgage Loans or Agency Securities and such
        other criteria as Credit Agent deems appropriate in its sole discretion.

        "Fannie Mae" means Fannie Mae, a corporation created under the laws of
        the United States, and any successor corporation or other entity.

        "Federal Funds Rate" means, for each week, the effective Federal Funds
        Rate (per annum) of interest in effect on the first Business Day of that
        week, as published by Bloomberg L.P. If the Federal Funds Rate is not
        published by Bloomberg L.P. on the first Business Day of any week, then
        the term "Federal Funds Rate" means the highest Federal Funds Rate
        published in the Wall Street Journal in its regular column entitled
        "Money Rates" on the first Business Day of that week.

        "FHA" means the Federal Housing Administration and any successor agency
        or other entity.

        "FHA Mortgage Loan" means an FHA-insured Mortgage Loan included in the
        Pledged Loans.

        "FICA" means the Federal Insurance Contributions Act and all rules and
        regulations promulgated under that statute, as amended, and any
        successor statute, rules and regulations.

        "FIRREA" means the Financial Institutions Reform, Recovery and
        Enforcement Act of 1989 and all rules and regulations promulgated under
        that statute, as amended, and any successor statute, rules, and
        regulations.

        "First Mortgage" means a Mortgage that constitutes a first Lien on the
        real property and improvements described in or covered by that Mortgage.

        "First Mortgage Loan" means a Mortgage Loan secured by a First Mortgage.

        "Foreclosure Advance Receivables" has the meaning set forth on Exhibit
        H.

        "Freddie Mac" means Freddie Mac, a corporation created under the laws of
        the United States, and any successor corporation or other entity.

        "Funding Bank" means Bank One or any other bank designated by Credit
        Agent as a Funding Bank.

        "Funding Bank Agreement" means a letter agreement on the form prescribed
        by Credit Agent between the Funding Bank and Borrowers authorizing
        Credit Agent's access to the Operating Account and the Check
        Disbursement Account.

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

<PAGE>

        "Gestation Agreement" means an agreement under which Borrowers agree to
        sell or finance (a) a Mortgage Loan prior to the date of purchase by an
        Investor, or (b) a Mortgage Pool prior to the date a Mortgage-backed
        Security backed by the Mortgage Pool is issued.

        "Ginnie Mae" means the Government National Mortgage Association, an
        agency of the United States government, and any successor agency or
        other entity.

        "GMAC-RFC Client Guide" means the applicable loan purchase guide issued
        by RFC, as the same may be amended or replaced.

        "Government Mortgage Loan" means a closed-end First Mortgage Loan that
        is either HUD/FHA insured (other than a HUD 203(K) Mortgage Loan or a
        Title I Mortgage Loan) or VA guaranteed.

        "Guarantor" means, individually and collectively, AH Holdings and AHMIC
        and any other Person that after the date of this Agreement guarantees
        all or any portion of the Obligations.

        "Guaranty" means a guaranty of all or any portion of the Obligations. If
        more than one Guaranty is executed and delivered to Credit Agent, the
        term "Guaranty" means each of the Guaranties and all of them.

        "Hedging Arrangements" means, with respect to any Person, any agreements
        or other arrangements (including interest rate swap agreements, interest
        rate cap agreements and forward sale agreements) entered into to protect
        that Person against changes in interest rates or the market value of
        assets.

        "HUD" means the Department of Housing and Urban Development, and any
        successor agency or other entity.

        "HUD 203(K) Mortgage Loan" means an FHA-insured closed-end First
        Mortgage Loan to an individual obligor the proceeds of which will be
        used for the purpose of rehabilitating and repairing the related single
        family property, and which satisfies the definition of "rehabilitation
        loan" in 24 C.F.R. 203.50(a).

        "Impaired Mortgage" has the meaning set forth on Exhibit H.

        "Indemnified Liabilities" has the meaning set forth in Section 12.2.

        "Indemnitees" has the meaning set forth in Section 12.2.

        "Interest Rate" means, for any Advance, the floating rate of interest
        specified for that Advance in Exhibit H.

        "Interim Statement Date" means the date of the most recent unaudited
        financial statements of Borrowers (and, if applicable, Borrowers'
        Subsidiaries, on a consolidated basis) delivered to Credit Agent under
        the Existing Agreement or this Agreement.

        "Internal Revenue Code" means the Internal Revenue Code of 1986, Title
        26 of the United States Code, and all rules, regulations and
        interpretations issued under those statutory provisions, as amended, and
        any subsequent or successor federal income tax law or laws, rules,
        regulations and interpretations.

        "Investment" means any direct or indirect purchase or other acquisition
        by any Person of, or a beneficial interest in, stock or other securities
        of any other Person, or any direct or indirect loan, advance (other than
        advances to employees for moving and travel expenses, drawing accounts

<PAGE>

        and similar expenditures in the ordinary course of business) or capital
        contribution by that Person to any other Person, including all Debt and
        accounts receivable from that Person which are not current assets or did
        not arise from sales to that other Person in the ordinary course of
        business.

        "Investment Company Act" means the Investment Company Act of 1940 and
        all rules and regulations promulgated under that statute, as amended,
        and any successor statute, rules, and regulations.

        "Investment Line Agreement" means an agreement under which Borrowers
        agree (a) to borrow funds from any Lender or other Person reasonably
        satisfactory to the Credit Agent, (b) to invest such funds in
        investments of the type described in Section 8.5 (a), (b), (c) and (e),
        and (c) to pledge such Investments to such Lender or other Person to
        secure such loans.

        "Investor" means Fannie Mae, Freddie Mac or a financially responsible
        private institution that Credit Agent deems acceptable, in its sole
        discretion, to issue Purchase Commitments with respect to a particular
        category of Eligible Loans. Investors as of the Closing Date are listed
        on Exhibit O hereto. Credit Agent may at any time, on 3 Business Days'
        Notice to Borrowers and Credit Agent, add or remove any Person as an
        Investor.

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

        "Leverage Ratio" means the ratio of a Person's (and, if applicable, the
        Person's Subsidiaries, on a consolidated basis) Debt to Tangible Net
        Worth. For purposes of calculating a Person's Leverage Ratio, Debt
        arising under Hedging Arrangements relating to such Person's Servicing
        Portfolio, to the extent of assets arising under those Hedging
        Arrangements, Debt arising under Gestation Agreements covering Agency
        Securities or Eligible Mortgage Pools and Debt arising under Investment
        Line Agreements, to the extent of the Investments securing the same, may
        be excluded from a Person's Debt.

        "LIBOR" means, for each week, the rate of interest per annum that is
        equal to the arithmetic mean of the U.S. Dollar London Interbank Offered
        Rates for 1 month periods of certain U.S. banks as of 11:00 a.m. (London
        time) on the first Business Day of each week on which the London
        Interbank market is open, as published by Bloomberg L.P. If those
        interest rates are not offered or published for any period, then during
        that period LIBOR means the London Interbank Offered Rate for 1 month
        periods as published in The Wall Street Journal in its regular column
        entitled "Money Rates" on the first Business Day of each week on which
        the London Interbank market is open.

        "Lien" means any lien, mortgage, deed of trust, pledge, security
        interest, charge or encumbrance of any kind (including any conditional
        sale or other title retention agreement, any lease in the nature of such
        an agreement and any agreement to give any security interest).

        "Liquid Assets" means the following assets owned by a Person (and, if
        applicable, that Person's Subsidiaries, on a consolidated basis) as of
        any date of determination: (a) unrestricted and unencumbered cash, (b)
        funds on deposit in accounts with any bank located in the United Sates
        (net of the aggregate amount payable under all outstanding and unpaid
        checks, drafts and similar items drawn by a Person against those
        accounts), (c) investment grade commercial paper, (d) money market
        funds, and (e) marketable securities.

        "Liquidity Ratio" means the ratio of a Person's Liquid Assets to Book
        Net Worth (expressed as a percentage).

        "Loan Documents" means this Agreement, the Notes, the Guaranty, any
        agreement of Borrowers relating to Subordinated Debt, and each other
        document, instrument or agreement executed by

<PAGE>

        Borrowers or Guarantor in connection with any of those documents,
        instruments and agreements, as originally executed or as any of the same
        may be amended, restated, renewed or replaced.

        "Loan Package Fee " has the meaning set forth in Section 3.7.

        "Loan-to-Value Ratio" means, for any Mortgage Loan, the ratio of (a) the
        maximum amount that may be borrowed under the Mortgage Loan (whether or
        not borrowed) at the time of origination, plus the Mortgage Note Amounts
        of all other Mortgage Loans secured by senior or pari passu Liens on the
        related property, to (b) the Appraised Property Value of the related
        property.

        "Majority Lenders" means at any date the Lenders holding not less than
        66-2/3% of the aggregate Credit Limit. Notwithstanding the foregoing, if
        there are only 2 Lenders the term "Majority Lenders" shall, except for
        purposes of Section 10.2(c), include both Lenders.

        "Manufactured Home" means a structure that is built on a permanent
        chassis (steel frame) with the wheel assembly necessary for
        transportation in one or more sections to a permanent site or
        semi-permanent site.

        "Margin Stock" has the meaning assigned to that term in Regulation U of
        the Board of Governors of the Federal Reserve System, as amended.

        "MERS" means Mortgage Electronic Registrations Systems, Inc. and any
        successor entity.

        "Miscellaneous Fees and Charges" means the miscellaneous fees set forth
        on Credit Agent's fee schedule attached as Exhibit I and all
        miscellaneous disbursements, charges and expenses incurred by or on
        behalf of Credit Agent for the handling and administration of Advances
        and Collateral, including costs for Uniform Commercial Code, tax lien
        and judgment searches conducted by Credit Agent, filing fees, charges
        for wire transfers and check processing charges, charges for security
        delivery fees, charges for overnight delivery of Collateral to
        Investors, recording fees, Funding Bank service fees and overdraft
        charges and Designated Bank Charges. Upon not less than 3 Business Days'
        prior Notice to Borrowers, Credit Agent may modify Exhibit I and the
        fees set forth in it to conform to current Credit Agent practices and,
        as so modified, the revised Exhibit I will become part of this
        Agreement.

        "Mortgage" means (i) other than for a Co-op Loan, a mortgage or deed of
        trust on real property that is improved and substantially completed
        (including real property to which a Manufactured Home has been affixed
        in a manner such that the Lien of a mortgage or deed of trust would
        attach to the Manufactured Home under applicable real property law), and
        (ii) with respect to a Co-op Loan, a security agreement, UCC financing
        statement and assignment of proprietary lease.

        "Mortgage-backed Securities" means securities that are secured or
        otherwise backed by Mortgage Loans.

        "Mortgage Loan" means any loan evidenced by a Mortgage Note and secured
        by a Mortgage and, if applicable, a Security Agreement.

        "Mortgage Note" means a promissory note secured by one or more Mortgages
        and, if applicable, one or more Security Agreements.

        "Mortgage Note Amount" means, as of any date of determination, the then
        outstanding and unpaid principal amount of a Mortgage Note (whether or
        not an additional amount is available to be drawn under that Mortgage
        Note).


<PAGE>

        "Mortgage Pool" means a pool of one or more Pledged Loans on the basis
        of which a Mortgage-backed Security is to be issued.

        "Multiemployer Plan" means a "multiemployer plan" as defined in Section
        4001(a)(3) of ERISA, to which any Borrowers or any ERISA Affiliate of
        Borrowers has any obligation with respect to its employees.

        "Non-Usage Fee" has the meaning set forth in Section 3.5.

        "Notes" means the Warehousing Notes, the Sublimit Notes, the Swingline
        Note and the Term Loan Notes.

        "Notices" has the meaning set forth in Section 12.1.

        "Obligations" means all indebtedness, obligations and liabilities of
        Borrowers to Lenders and Credit Agent (whether now existing or arising
        after the date of this Agreement, voluntary or involuntary, joint or
        several, direct or indirect, absolute or contingent, liquidated or
        unliquidated, or decreased or extinguished and later increased and
        however created or incurred) under the Loan Documents.

        "Operating Account" means a demand deposit account maintained at the
        Funding Bank in Borrowers' name and designated for funding that portion
        of each Eligible Loan or Other Eligible Asset not funded by a
        Warehousing Advance made against that Eligible Loan or Other Eligible
        Asset and for returning any excess payment from an Investor for a
        Pledged Loan or Pledged Security.

        "Other Eligible Assets" has the meaning set forth on Exhibit H.

        "P&I Advance Receivables-Pooled Loans" has the meaning set forth in
        Exhibit H.

        "P&I Advance Receivables-EBO Loans" has the meaning set forth in Exhibit
        H.

        "Participant" has the meaning set forth in Section 12.9.

        "Percentage Share" means, for any Lender at any date, that percentage
        which such Lender's Warehousing Commitment Amount bears to the
        Warehousing Credit Limit or Term Loan Commitment Amount bears to the
        Term Loan Credit Limit, as the case may be.

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

        "Plan" means each employee benefit plan (whether in existence on the
        Closing Date of this Agreement or established after that date), as that
        term is defined in Section 3 of ERISA, maintained for the benefit of
        directors, officers or employees of Borrowers or any ERISA Affiliate.

        "Pledged Assets" means, collectively, Pledged Loans, Pledged Securities
        and Other Eligible Assets.

        "Pledged Hedging Accounts" has the meaning set forth in Section 4.1 (k).

        "Pledged Hedging Arrangements" has the meaning set forth in Section 4.1
        (k).


<PAGE>

        "Pledged Loans" has the meaning set forth in Section 4.1(b).

        "Pledged Securities" has the meaning set forth in Section 4.1(c).

        "Pledged Servicing Acquisition/Disposition Agreements" has the meaning
        set forth in Section 4.1 (g).

        "Pledged Servicing Contracts" has the meaning set forth in Section
        4.1(e).

        "Pledged Servicing Payments" has the meaning set forth in Section
        4.1(f).

        "Prime Mortgage Loan" has the meaning set forth in Exhibit H.

        "Prohibited Transaction" has the meanings set forth for such term in
        Section 4975 of the Internal Revenue Code and Section 406 of ERISA.

        "Purchase Commitment" means a written commitment, in form and substance
        satisfactory to Credit Agent, issued in favor of any Borrower by an
        Investor under which that Investor commits to purchase Mortgage Loans or
        Mortgage-backed Securities.

        "Rating Agency" means any nationally recognized statistical rating
        organization that in the ordinary course of its business rates
        Mortgage-backed Securities.

        "Receivables" has the meaning set forth in Section 4.1(h).

        "Release Amount" has the meaning set forth in Section 4.3(f).

        "REO Property" has the meaning set forth on Exhibit H.

        "Repurchased Maturing Mortgage Loan" has the meaning set forth in
        Exhibit H.

        "Restriction List" and "Restriction Lists" means each and every list of
        Persons to whom the Government of the United States prohibits or
        otherwise restricts the provision of financial services. For the
        purposes of this Agreement, Restriction Lists include the list of
        Specifically Designated Nationals and Blocked Persons established
        pursuant to Executive Order 13224 (September 23, 2001) and maintained by
        the Office of Foreign Assets Control, U.S. Department of the Treasury,
        current as of the day the Restriction List is used for purposes of
        comparison in accordance with the requirements of this Agreement.

        "RFC Mortgage Loan" means a Mortgage Loan covered by a Purchase
        Commitment issued by RFC.

        "RFConnects Delivery" means RFC's proprietary service to support the
        electronic exchange of information between Credit Agent and Borrowers,
        including Warehousing Advance Requests, shipping requests, payoff
        requests, wire transfer instructions, security delivery instructions,
        activity reports and exception reports.

        "Second Mortgage" means a Mortgage that constitutes a second Lien on the
        real property and improvements described in or covered by that Mortgage.

        "Second Mortgage Loan" means a Mortgage Loan secured by a Second
        Mortgage.

<PAGE>

        "Security Agreement" means a security agreement or other agreement that
        creates a Lien on personal property, including furniture, fixtures and
        equipment, to secure repayment of a Mortgage Loan.

        "Servicing Acquisition" means a transaction in which a Borrower acquires
        Fannie Mae DUS Servicing Contracts or Ginnie Mae Servicing Contracts in
        a bulk purchase.

        "Servicing Acquisition Documents" means, with respect to any Servicing
        Acquisition, the Servicing Purchase Agreement and all agreements,
        documents and instruments executed and delivered in connection with the
        Servicing Acquisition.

        "Servicing Collateral" means the Collateral described in Sections 4.1(e)
        and 4.1(f) and all Collateral described in Sections 4.1(h), 4.1(i),
        4.1(j) and 4.1(l) that constitutes proceeds of or is related to that
        Collateral.

        "Servicing Collateral Value" means, as of any date of determination, 65%
        of the most recent Appraisal Value of the Servicing Contracts included
        in the Eligible Servicing Portfolio, adjusted to reflect additions to
        and deletions from the Eligible Servicing Portfolio since the date of
        such Appraisal.

        "Servicing Contract" means, with respect to any Person, the arrangement,
        whether or not in writing, under which that Person has the right to
        service Mortgage Loans.

        "Servicing Delinquencies" means the aggregate outstanding principal
        balances of Mortgage Loans included in Borrowers' Eligible Servicing
        Portfolio which are 30 days or more past due (other than such as are in
        the process of foreclosure).

        "Servicing Foreclosures" means the aggregate outstanding principal
        amount of Mortgage Loans included in Borrowers' Eligible Servicing
        Portfolio which are in the process of foreclosure.

        "Servicing Portfolio" means, as to any Person, the unpaid principal
        balance of Mortgage Loans serviced by that Person under Servicing
        Contracts, minus the principal balance of all Mortgage Loans that are
        serviced by that Person for others under subservicing arrangements.

        "Servicing Portfolio Report" has the meaning set forth in Section
        7.3(a).

        "Servicing Purchase Agreement" means the principal agreement or
        agreements pursuant to which Borrowers make any Servicing Acquisition.

        "Single Family Mortgage Loan" means a Mortgage Loan secured by a
        Mortgage on improved real property on which is located a 1-to-4 family
        residence.

        "Standard Warehouse Period" means, for any Mortgage Loan or Other
        Eligible Asset, the maximum number of days a Warehousing Advance against
        that type of Mortgage Loan or Other Eligible Asset, other than against
        an Aged Mortgage Loan, may remain outstanding, as set forth in Exhibit
        H.

        "Statement Date" means the Audited Statement Date or the Interim
        Statement Date, as applicable.

        "Sublimit" means the aggregate amount of Warehousing Advances (expressed
        as a dollar amount or as a percentage of the Warehousing Commitment
        Amount) that is permitted to be outstanding at any one time against a
        specific type of Eligible Loan or Other Eligible Asset.

<PAGE>

        "Sublimit Note" has the meaning set forth in Section 1.6.

        "Subordinated Debt" means (a) all indebtedness of Borrowers for borrowed
        money that is effectively subordinated in right of payment to all
        present and future Obligations either (1) under a Subordination of Debt
        Agreement on the form prescribed by Credit Agent or (2) otherwise on
        terms acceptable to Credit Agent, and (b) solely for purposes of Section
        8.5, all indebtedness of Borrowers that is required to be subordinated
        by Sections 5.1(b) and 7.11.

        "Subprime Mortgage Loan" has the meaning set forth in Exhibit H.

        "Subsidiary" means any corporation, partnership, association or other
        business entity in which more than 50% of the shares of stock or other
        ownership interests having voting power for the election of directors,
        managers, trustees or other Persons performing similar functions is at
        the time owned or controlled by any Person either directly or indirectly
        through one or more Subsidiaries of that Person.

        "Swingline Advance" means an Advance made by RFC under Section 1.3.

        "Swingline Facility Amount" means the maximum amount of Swingline
        Advances to be made by RFC from time to time, but not to exceed
        $45,000,000.

        "Swingline Note" has the meaning set forth in Section 1.4.

        "T&I Receivables" has the meaning set forth on Exhibit H.

        "Tangible Net Worth" means the excess of a Person's (and, if applicable,
        that Person's Subsidiaries, on a consolidated basis) total assets over
        total liabilities as of the date of determination, each determined in
        accordance with GAAP applied in a manner consistent with the most recent
        audited financial statements delivered to Credit Agent under the
        Existing Agreement, plus that portion of Subordinated Debt not due
        within 1 year of that date. For purposes of calculating a Person's
        Tangible Net Worth, advances or loans to shareholders, directors,
        officers, employees or Affiliates, investments in Affiliates, assets
        pledged to secure any liabilities not included in the Debt of that
        Person, intangible assets, those other assets that would be deemed by
        HUD to be non-acceptable in calculating adjusted net worth in accordance
        with its requirements in effect as of that date, as those requirements
        appear in the "Consolidated Audit Guide for Audits of HUD Programs," and
        other assets Credit Agent deems unacceptable, in its sole discretion,
        must be excluded from that Person's total assets.

        "Term Loan Advance" means a disbursement by Credit Agent on behalf of
        Lenders under the Term Loan Agreement.

        "Term Loan Advance Request" has the meaning set forth in Section 2.2.

        "Term Loan Commitment" means the obligation of each Lender to make a
        Term Loan Advance to Borrowers under Section 1.4.

        "Term Loan Commitment Amount" means, for any Lender at any date, the
        dollar amount designeated as such opposite such Lender's name on Exhibit
        M as its Term Loan Commitment Amount, as the same may be amended from
        time to time in accordance with this Agreement.

        "Term Loan Commitment Termination Date" has the meaning set forth in
        Section 1.5.

        "Term Loan Credit Limit" means the sum of the Term Loan Commitment
        Amounts of all Lenders.

<PAGE>

        "Term Loan Maturity Date" means the earlier of: (a) 364 days after the
        Term Loan Commitment Termination Date, (b) 364 days after the
        Warehousing Commitment is terminated for any reason other than the
        occurrence of an Event of Default, and c) the date the Term Loan
        Advances become due and payable under Section 10.2.

        "Term Loan Non-Usage Fee" has the meaning set forth in Section 3.5.

        "Term Loan Note" has the meaning set forth in Section 1.6.

        "Term Loan Usage Fee" has the meaning set forth in Section 3.5.

        "Third Party Originated Loan" means a Mortgage Loan originated and
        funded by a third party (other than with funds provided by Borrowers at
        closing to purchase the Mortgage Loan) and subsequently purchased by
        Borrowers.

        "Title I Mortgage Loan" means an FHA co-insured closed-end First
        Mortgage Loan or Second Mortgage Loan that is underwritten in accordance
        with HUD underwriting standards for the Title I Property Improvement
        Program set forth in, and that is reported for insurance under, the
        Mortgage Insurance Program authorized and administered under Title I of
        the National Housing Act of 1934, as amended, and the regulations
        related to that statute

        "Total Hard Costs" means the total of the costs and expenses listed on
        the Cost Breakdown.

        "Trust Receipt" means a trust receipt in a form approved by and under
        which Credit Agent may deliver any document relating to the Collateral
        to Borrowers for correction or completion.

        "Unused Portion" has the meaning set forth in 3.5.

        "Used Portion" has the meaning set forth in Section 3.5.

        "Warehousing Advance" means a disbursement by Credit Agent on behalf of
        Lenders under Section 1.1.

        "Warehousing Advance Request" has the meaning set forth in Section 2.1.

        "Warehousing Collateral Value" means, as of any date of determination,
        (a) with respect to any Eligible Loan, the lesser of (1) the amount of
        any Warehousing Advance made, or that could be made, against such
        Eligible Loan or Other Eligible Asset under Exhibit H or (2) an amount
        equal to the Advance Rate for the applicable type of Eligible Loan or
        Other Eligible Asset multiplied by the Fair Market Value of such
        Eligible Loan or Other Eligible Asset; (b) if Eligible Loans or Other
        Eligible Assets have been exchanged for Agency Securities, the lesser of
        (1) the amount of any Warehousing Advances outstanding against the
        Eligible Loans or Other Eligible Assets backing the Agency Securities or
        (2) an amount equal to the Advance Rates for the applicable types of
        Eligible Loans or Other Eligible Assets backing the Agency Securities
        multiplied by the Fair Market Value of the Agency Securities; and (c)
        with respect to cash, the amount of the cash.

        "Warehousing Commitment" means the obligation of each Lender to make
        Warehousing Advances to Borrowers under Section 1.1.

        "Warehousing Commitment Amount" means, for any Lender at any date, that
        dollar amount designated as such opposite such Lender's name on Exhibit
        J as its Warehousing Commitment Amount, as the same may be amended from
        time to time in accordance with this Agreement.

        "Warehousing Commitment Fee" has the meaning set forth in Section 3.4.

<PAGE>

        "Warehousing Credit Limit" means the sum of the Warehousing Commitment
        Amounts of all Lenders.

        "Warehousing Fee" has the meaning set forth in Section 3.7.

        "Warehousing Maturity Date" has the meaning set forth in Section 1.2.

        "Warehousing Note" has the meaning set forth in Section 1.6.

        "Weighted Average Committed Purchase Price" means the weighted average
        of the Committed Purchase Prices of the unfilled Purchase Commitments
        (expressed as a percentage) for Mortgage Loans or Mortgage-backed
        Securities of the same type, interest rate and term.

        "Wet Settlement Advance" means with respect to any Warehousing Advance,
        the time from the date the Warehousing Advance is made until the date of
        Credit Agent's receipt of the Collateral Documents required by Article 2
        and the Exhibits and documents referenced in that Article.

        "Wire Disbursement Account" means a demand deposit account maintained at
        the Funding Bank in Credit Agent's name for clearing wire transfers
        requested by Borrowers to fund Warehousing Advances.

        "Wire Fee" has the meaning set forth in Section 3.7.

13.2.   Other Definitional Provisions; Terms of Construction

        13.2 (a) Accounting terms not otherwise defined in this Agreement have
        the meanings given to those terms under GAAP.

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

        13.2 (c) All references to time of day mean the then applicable time in
        Chicago, Illinois, unless otherwise expressly provided.

        13.2 (d) References to Sections, Exhibits, Schedules and like references
        are to Sections, Exhibits, Schedules and the like of this Agreement
        unless otherwise expressly provided.

        13.2 (e) The words "include," "includes" and "including" are deemed to
        be followed by the phrase "without limitation."

        13.2 (f) Unless the context in which it is used otherwise clearly
        requires, the word "or" has the inclusive meaning represented by the
        phrase "and/or."

        13.2 (g) All incorporations by reference of provisions from other
        agreements are incorporated as if such provisions were fully set forth
        into this Agreement, and include all necessary definitions and related
        provisions from those other agreements. All provisions from other
        agreements incorporated into this Agreement by reference survive any
        termination of those other agreements until the Obligations of Borrowers
        under this Agreement and the Notes are irrevocably paid in full and the
        Commitments are terminated.

        13.2 (h) All references to the Uniform Commercial Code shall be deemed
        to be references to the Uniform Commercial Code in effect on the date of
        this Agreement in the applicable jurisdiction.

<PAGE>

        13.2 (i) Unless the context in which it is used otherwise clearly
        requires, all references to days, weeks and months mean calendar days,
        weeks and months.

                                End of Article 0

<PAGE>


IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the date first above written.

BORROWERS:                        COLUMBIA NATIONAL, INCORPORATED,
                                  a Maryland corporation

                                  By: /s/ Alan Horn
                                     -------------------------------------------

                                  Its: Executive Vice President
                                      ------------------------------------------

                                  Columbia National, Incorporated
                                  c/o American Home Mortgage Holdings, Inc.
                                  520 Broadhollow Road
                                  Melville, NY 11747
                                  Attention: Stephen A. Hozie, Chief Financial
                                  Officer
                                  Facsimile: (631) 777-3289

                                  AMERICAN HOME MORTGAGE CORP.,
                                  a New York corporation


                                  By: /s/ Alan Horn
                                     -------------------------------------------

                                  Its: Executive Vice President
                                      ------------------------------------------

                                  American Home Mortgage Corp.
                                  c/o American Home Mortgage Holdings, Inc.
                                  520 Broadhollow Road
                                  Melville, NY 11747
                                  Attention: Stephen A. Hozie, Chief Financial
                                  Officer
                                  Facsimile: (631) 777-3289

                                  AMERICAN HOME MORTGAGE ACCEPTANCE, INC.,

                                  a Maryland corporation


                                  By: /s/ Alan Horn
                                     -------------------------------------------

                                  Its: Executive Vice President
                                      ------------------------------------------

                                  American Home Mortgage Acceptance, Inc.
                                  520 Broadhollow Road
                                  Melville, NY 11747
                                  Attention: Craig Pino, Senior V.P./Treasurer
                                  Facsimile: (516) 495-5411

<PAGE>

CREDIT AGENT:                     RESIDENTIAL FUNDING CORPORATION,
                                  a Delaware corporation

                                  By: /s/ Jason Mitchell
                                     -------------------------------------------

                                  Its: Director
                                      ------------------------------------------

                                  Residential Funding Corporation
                                  7501 Wisconsin Avenue
                                  Bethesda, MD  20814
                                  Attention:, Jason Mitchell, Director
                                  Facsimile: (301) 215-6288

<PAGE>

LENDERS:                          RESIDENTIAL FUNDING CORPORATION,
                                  a Delaware corporation

                                  By: /s/ Jason Mitchell
                                     -------------------------------------------

                                  Its: Director
                                      ------------------------------------------

                                  Residential Funding Corporation
                                  7501 Wisconsin Avenue
                                  Bethesda, MD  20814
                                  Attention: Jason Mitchell, Director
                                  Facsimile: (301) 215-6288

<PAGE>

LENDER:

                                  COLONIAL BANK, N.A.,

                                  By: /s/ Amy J. Nunneley
                                     -------------------------------------------

                                  Its: Senior Vice President
                                      ------------------------------------------

                                  Colonial Bank, N.A.
                                  201 East Pine Street
                                  Suite 730
                                  Orlando, FL  32801
                                  Attention: Cathie Kissick
                                  Facsimile: (407) 835-6637

<PAGE>

LENDER:                           CALYON NEW YORK BRANCH

                                  By: /s/ William Denton
                                     -------------------------------------------
                                     William Denton
                                     Managing Director

                                  By: /s/ Sebastian Rocco
                                     -------------------------------------------
                                     Sebastian Rocco
                                     Managing Director

                                  Calyon New York Branch
                                  1301 Avenue of the Americas
                                  New York, NY   10019
                                  Attention: Jay Buckley
                                  Facsimile: (212) 261-3438

<PAGE>

LENDER:                           FLEET NATIONAL BANK

                                  By: /s/ Carolyn N. Warren
                                     -------------------------------------------

                                  Its: Carolyn N. Warren, Principal
                                      ------------------------------------------

                                  Fleet National Bank
                                  901 Main Street, 66th Floor
                                  TX1-492-66-01
                                  Dallas, TX  75202
                                  Attention: Elizabeth Kurilecz
                                  Facsimile: (214) 209-1027

<PAGE>

LENDER:                           MANUFACTURERS AND TRADERS TRUST COMPANY

                                  By: /s/ [ILLEGIBLE]
                                     -------------------------------------------

                                  Its: Vice President
                                      ------------------------------------------

                                  MANUFACTURERS AND TRADERS TRUST COMPANY
                                  25 South Charles Street
                                  Mail Code 101-745
                                  Baltimore, MD  21201
                                  Attention: Timothy Avendt
                                  Facsimile: (410) 545-2047

<PAGE>

LENDER:                           THE BANK OF NEW YORK

                                  By: /s/ Indra D. Kish
                                     -------------------------------------------

                                  Its: Indra D. Kish, Vice President
                                      ------------------------------------------

                                  The Bank of New York
                                  One Wall Street
                                  21st Floor
                                  New York, NY  10286
                                  Attention: Indra Kish
                                  Facsimile: (212) 635-6468

<PAGE>

LENDER:                           U.S. BANK NATIONAL ASSOCIATION

                                  By: /s/ Kathleen M. Connor
                                     -------------------------------------------

                                  Its: Kathleen M. Connor, Vice President
                                      ------------------------------------------

                                  U.S. Bank National Association
                                  800 Nicollet Mall
                                  Mortgage Banking Services
                                  BC-MN-H03B
                                  Minneapolis, MN  55402-7020
                                  Attention: Kathleen Connor
                                  Facsimile: (612) 303-2253

<PAGE>

LENDER:                          COMMERZBANK AG,
                                 New York and Grand Cayman Branches,
                                 except with respect to the waivers set forth
                                 in Section 12.20 of this Agreement

                                 By: /s/ Michael P. McCarthy
                                    -------------------------------------------

                                 Its: Michael P. McCarthy, Vice President
                                     ------------------------------------------

                                 Commerzbank AG, New York Branch
                                 2 World Financial Center
                                 New York, NY 10281
                                 Attention: Joseph J. Hayes, Vice President
                                 Facsimile: (212) 266-7629

                                 AND

                                   By: /s/ William M. Earley
                                      -----------------------------------------

                                   Its: William M. Earley, Senior Vice President
                                       -----------------------------------------

                                   Commerzbank AG, New York Branch
                                   2 World Financial Center
                                   New York, NY 10281
                                   Attention: William M. Earley, Sr. Vice
                                   President
                                   Facsimile: (212) 266-7629

<PAGE>

LENDER:

                                  BANK HAPOALIM B.M.,

                                  By: /s/ Helen H. Gateson
                                     -------------------------------------------

                                  Its: Helen H. Gateson, Vice President
                                      ------------------------------------------

                                  Bank Hapoalim B.M.
                                  1177 Avenue of the Americas
                                  New York, NY 10036
                                  Attention: Helen Gateson
                                  Facsimile: (212) 782-2382

                                  AND:

                                  By: /s/ Lewroy Hackett
                                     -------------------------------------------

                                  Its: Lewroy Hackett
                                      ------------------------------------------

                                  Bank Hapoalim B.M.
                                  1177 Avenue of the Americas
                                  New York, NY 10036
                                  Attention:
                                  Facsimile: