**EXHIBIT 10.13**EXECUTIONVERSION

**AMENDED AND RESTATEDVARIABLE FUNDING LOAN AGREEMENT**

**[THREE PILLARS]**

dated as of June 15, 2006

among

THREE PILLARS FUNDING LLC,

the Lender,

MID-STATE TRUST XIV,

the Borrower,

TREASURY BANK,A DIVISION OF COUNTRYWIDE BANK, N.A.,

the Custodian,

THE BANK OF NEW YORK,

as Trustee,

SUNTRUST CAPITAL MARKETS, INC.,

as the Agent, the Administrative Trustee and SunTrust Bank, as a BankInvestor

 

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**TABLE OF CONTENTS**
|                | ** ** | ** **                                                       | ** ** | **Page** | ** ** |
|----------------|------------|------------------------------------------------------------------|------------|----------|------------|
|           |       | ARTICLE 1  GENERAL                                               |       |     |       |
|           |       |                                                             |       |     |       |
| Section  1.1.  |       | Certain Defined  Terms                                           |       | 2        |       |
| Section  1.2.  |       | Other Terms                                                      |       | 2        |       |
| Section  1.3.  |       | Computation of  Time Periods                                     |       | 3        |       |
|           |       |                                                             |       |     |       |
|           |       | ARTICLE 2  AMOUNT AND TERMS OF COMMITMENT                        |       |     |       |
|           |       |                                                             |       |     |       |
| Section  2.1.  |       | Revolving Credit  Facility.                                      |       | 3        |       |
| Section  2.2.  |       | Loan Requests.                                                   |       | 3        |       |
| Section  2.3.  |       | Determination of  Discount and Rate Periods.                     |       | 5        |       |
| Section  2.4.  |       | Payment of  Principal, Interest and Other Amounts.               |       | 8        |       |
| Section  2.5.  |       | Breach of  Representation or Warranty                            |       | 8        |       |
| Section  2.6.  |       | Mandatory and  Optional Prepayments.                             |       | 8        |       |
| Section  2.7.  |       | Proceeds                                                         |       | 9        |       |
| Section  2.8.  |       | Pledged  Accounts.                                               |       | 9        |       |
| Section  2.9.  |       | Payments and  Computations, Etc.                                 |       | 10       |       |
| Section  2.10. |       | Reports                                                          |       | 11       |       |
| Section  2.11. |       | Sharing of  Payments, Etc                                        |       | 11       |       |
| Section  2.12. |       | Right of Setoff                                                  |       | 11       |       |
| Section  2.13. |       | Assignment by  Lender to Bank Investors.                         |       | 11       |       |
| Section  2.14. |       | Downgrade of  Bank Investor.                                     |       | 12       |       |
| Section  2.15. |       | Non-Renewing  Bank Investors.                                    |       | 14       |       |
| Section  2.16. |       | Commitment  Renewal Request.                                     |       | 16       |       |
| Section  2.17. |       | Interest Rate  Protection Agreements.                            |       | 16       |       |
|           |       |                                                             |       |     |       |
|           |       | ARTICLE 3  REPRESENTATIONS AND WARRANTIES                        |       |     |       |
|           |       |                                                             |       |     |       |
| Section  3.1.  |       | Representations  and Warranties of the Borrower                  |       | 16       |       |
| Section  3.2.  |       | Reaffirmation of  Representations and Warranties by the Borrower |       | 19       |       |
|           |       |                                                             |       |     |       |
|           |       | ARTICLE 4  CONDITIONS PRECEDENT                                  |       |     |       |
|           |       |                                                             |       |     |       |
| Section  4.1.  |       | Conditions to  Effectiveness                                     |       | 19       |       |
| Section  4.2.  |       | Conditions to  Each Loan                                         |       | 19       |       |

 

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|                |   | ARTICLE 5  COVENANTS                                                                                     |   |   |   |
|----------------|--------|----------------------------------------------------------------------------------------------------------|--------|--------|--------|
|           |   |                                                                                                     |   |   |   |
| Section  5.1.  |   | Affirmative  Covenants of Borrower                                                                       |   | 21     |   |
| Section 5.2.   |   | Negative  Covenants of Borrower                                                                          |   | 24     |   |
|           |   |                                                                                                     |   |   |   |
|           |   | ARTICLE 6  EVENTS OF DEFAULT AND FACILITY TERMINATION EVENTS                                             |   |   |   |
|           |   |                                                                                                     |   |   |   |
| Section 6.1.   |   | Events of  Default                                                                                       |   | 26     |   |
| Section 6.2.   |   | Facility  Termination Events                                                                             |   | 27     |   |
| Section 6.3.   |   | Remedies                                                                                                 |   | 28     |   |
|           |   |                                                                                                     |   |   |   |
|           |   | ARTICLE 7  INDEMNIFICATION; EXPENSES; RELATED MATTERS                                                    |   |   |   |
|           |   |                                                                                                     |   |   |   |
| Section 7.1.   |   | Indemnities by  the Borrower                                                                             |   | 28     |   |
| Section 7.2.   |   | Indemnity for  Taxes, Reserves and Expenses                                                              |   | 30     |   |
| Section 7.3.   |   | Taxes                                                                                                    |   | 33     |   |
| Section 7.4.   |   | Other Costs and  Expenses; Breakage Costs                                                                |   | 36     |   |
| Section 7.5.   |   | Payment                                                                                                  |   | 37     |   |
|           |   |                                                                                                     |   |   |   |
|           |   | ARTICLE 8  MISCELLANEOUS                                                                                 |   |   |   |
|           |   |                                                                                                     |   |   |   |
| Section 8.1.   |   | Term of  Agreement                                                                                       |   | 37     |   |
| Section 8.2.   |   | Waivers;  Amendments                                                                                     |   | 37     |   |
| Section 8.3.   |   | Notices                                                                                                  |   | 38     |   |
| Section 8.4.   |   | Governing Law;  Submission to Jurisdiction; Integration                                                  |   | 40     |   |
| Section 8.5.   |   | Severability;  Counterparts                                                                              |   | 41     |   |
| Section 8.6.   |   | Successors and  Assigns                                                                                  |   | 41     |   |
| Section 8.7.   |   | Waiver of  Confidentiality                                                                               |   | 43     |   |
| Section 8.8.   |   | Confidentiality  Agreement                                                                               |   | 43     |   |
| Section 8.9.   |   | Liability of  Owner Trustee                                                                              |   | 43     |   |
| Section  8.10. |   | No Bankruptcy  Petition Against the Lender                                                               |   | 44     |   |
| Section  8.11. |   | No Recourse  Against Lender                                                                              |   | 44     |   |
| Section  8.12. |   | Assignment by  Lender to Conduit Assignee                                                                |   | 44     |   |
| Section  8.13. |   | Assignment by  Lender to Program Support Provider                                                        |   | 45     |   |
|           |   |                                                                                                     |   |   |   |
|           |   | ARTICLE 9  THE AGENT                                                                                     |   |   |   |
|           |   |                                                                                                     |   |   |   |
| Section  9.1.  |   | Appointment and  Authorization of Agent                                                                  |   | 45     |   |
| Section  9.2.  |   | Delegation of  Duties                                                                                    |   | 46     |   |
| Section  9.3.  |   | Liability of  Agent                                                                                      |   | 46     |   |
| Section  9.4.  |   | Reliance by  Agent                                                                                       |   | 46     |   |
| Section  9.5.  |   | Notice of  Potential Event of Default, Event of Default Facility, Termination Event or  Servicer Default |   | 47     |   |

 

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| Section 9.6.                               |   | Credit Decision;  Disclosure of Information by the Agent |   | 47     |   |
|--------------------------------------------|--------|----------------------------------------------------------|--------|--------|--------|
| Section  9.7.                              |   | Indemnification  of the Agent                            |   | 48     |   |
| Section  9.8.                              |   | Agent in  Individual Capacity                            |   | 48     |   |
| Section  9.9.                              |   | Resignation of  Agent                                    |   | 49     |   |
| Section  9.10.                             |   | Payments by the  Agent                                   |   | 49     |   |
| Section  9.11.                             |   | Notification by  Agent                                   |   | 49     |   |
| Section  9.12.                             |   | Limited Waiver                                           |   | 49     |   |
|                                       |   |                                                     |   |   |   |
|                                       |   |                                                     |   |   |   |
|                                       |   |                                                     |   |   |   |
| Exhibit A - Form  of Variable Funding Note |   | Exhibit A-1                                              |   |
| Exhibit B - Form  of Borrowing Request     |   | Exhibit B-1                                              |   |
| Annex A - Definitions                      |   | A-1                                                      |   |

 

 

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**AMENDEDAND RESTATED VARIABLE FUNDING LOAN AGREEMENT**

**[THREEPILLARS]**

AMENDED ANDRESTATED VARIABLE FUNDING LOAN AGREEMENT (this “Loan Agreement”), datedas of June 15, 2006, by and among THREE PILLARS FUNDING LLC, a Delaware limitedliability company (together with its successors and assigns, the “Lender”),MID-STATE TRUST XIV, a Delaware statutory trust, as borrower (the “Borrower”),TREASURY BANK, A DIVISION OF COUNTRYWIDE BANK, N.A., as custodian (the “Custodian”),THE BANK OF NEW YORK, a New York banking institution, as trustee (the “Trustee”)and SUNTRUST CAPITAL MARKETS, INC., a Tennessee corporation, as agent andadministrative trustee (in such capacities, the “Agent” and “AdministrativeTrustee”), and SUNTRUST BANK, as a bank investor (in such capacity, a “BankInvestor”).

PRELIMINARY STATEMENTS

WHEREAS, theBorrower was established pursuant to the Trust Agreement dated as of February3, 2005, as amended or modified from time to time, including the Amended andRestated Trust Agreement dated as of the date hereof;

WHEREAS, theLender, the Borrower, the Agent and Wachovia Bank, National Association, ascustodian/collateral agent are parties to that certain Variable Funding LoanAgreement, dated as of February 4, 2005 (the “Existing Loan Agreement”);

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

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

WHEREAS, pursuantto the CTA Agreement and as collateral security for its obligations under thisLoan Agreement and the Variable Funding Note, the Borrower has agreed to assignall Accounts purchased by it, all of its rights under the DAT Agreement, theBAT Agreement, the Master Servicing Agreement, the Back-up Servicing Agreementand the Subservicing Agreement, and all of its right, title, interest in and tocertain bank accounts and certain other collateral, and to deliver any notesevidencing indebtedness and certain other documents related to the Accounts, tothe Trustee for the benefit of the Secured Parties and to take such other steps

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as setforth in the CTA Agreement to create and perfect a first lien in all suchrights in favor of the Trustee, for the benefit of the Secured Parties;

WHEREAS, theBorrower has requested that the Lender and/or Bank Investors make Loans to theBorrower, from time to time, which will be secured by the Collateral describedabove and evidenced by a Variable Funding Note, the proceeds of which will beused to purchase the Accounts;

WHEREAS, it is theintent of the parties hereto that the execution and delivery of this LoanAgreement, made for the purposes described in these Preliminary Statements, noteffectuate a novation of Borrower’s obligations outstanding under the ExistingLoan Agreement, but rather a substitution of certain of the terms governing thepayment and performance of such indebtedness;

WHEREAS, WachoviaBank, National Association served as custodian and collateral agent pursuant tothe Custodian/Collateral Agent Agreement, dated February 4, 2005; and

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

NOW, THEREFORE, inconsideration of the mutual benefits to be derived and the representations andwarranties, conditions and promises herein contained, and intending to belegally bound hereby, the parties hereto hereby agree that the Existing LoanAgreement is hereby amended and restated in its entirety as follows:

# ARTICLE1GENERAL

## Section 1.1.            CertainDefined Terms.  Capitalized termsused in this Loan Agreement shall have the meanings given such terms in Annex Ahereto, unless otherwise defined herein.

## Section 1.2.            OtherTerms.  All terms defined directly orby incorporation herein shall have the defined meanings when used in anycertificate or other document delivered pursuant thereto unless otherwisedefined therein.  For purposes of thisLoan Agreement and all such certificates and other documents, unless thecontext otherwise requires: (a) accounting terms not otherwise defined herein, and accountingterms partly defined herein to the extent not defined, shall have therespective meanings given to them under, and shall be construed in accordancewith, GAAP; (b) terms used in Article 9 of the UCC in the State ofNew York, and not specifically defined herein, are used herein as definedin such Article 9; (c) references to any amount as on deposit oroutstanding on any particular date means such amount at the close of businesson such day; (d) the words “hereof”, “herein” and “hereunder” and words ofsimilar import refer to this Loan Agreement (or other document in which theyare used) as a whole and not to any particular provision of this Loan Agreement(or such certificate or document); (e) references to any Section,Schedule, Annex or Exhibit are references to Sections, Schedules, Annexes andExhibits in or to this Loan Agreement (or the certificate or other document inwhich the reference is made) and references to any paragraph, subsection,clause or other subdivision within any Section or definition refer to suchparagraph, subsection, clause or other 

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## subdivision of such Section or definition; (f) the term “including”means “including without limitation”; (g) references to any Law refer tothat Law as amended from time to time and include any successor Law;(h) references to any agreement refer to that agreement as from time totime amended or supplemented or as the terms of such agreement are waived ormodified in accordance with its terms; (i) references to any Personinclude that Person’s successors and permitted assigns; and (j) headingsare for purposes of reference only and shall not otherwise affect the meaningor interpretation of any provision hereof.

## Section 1.3.            Computationof Time Periods.  Unless otherwisestated in this Loan Agreement, in the computation of a period of time from aspecified date to a later specified date, the word “from” means “from andincluding” and the words “to” and “until” each means “to but excluding.”

# ARTICLE 2

# AMOUNT AND TERMS OFCOMMITMENT

## Section 2.1.            RevolvingCredit Facility.

### (a)           Subject to the termsand conditions hereof, on the Closing Date, and thereafter from time to timeuntil the Facility Termination Date, upon the request of the Borrower inaccordance with Section 2.2 hereof, the Lender may, in its solediscretion, or the Bank Investors shall, make loans to the Borrower (each, a “Loan”)from time to time as permitted by this Loan Agreement in an aggregate amountoutstanding at any time not to exceed the Maximum Net Investment; provided,however, that in no event shall the Lender or any Bank Investor make anyLoan if, after giving effect to such Loan, either (a) the Net Investmentwould exceed the Maximum Net Investment or (b) a Borrowing Base Deficiencywould exist.

### (b)           Variable FundingNote.  The Loans shall be evidencedby a promissory note of the Borrower, substantially in the form of Exhibit Ahereto (the “VFN” or “Variable Funding Note”), payable to theorder of the Agent for the account of the Lender or Bank Investors, asapplicable.  The Agent shall record thedate and amount of each Loan made and the date and amount of each payment ofprincipal thereof, and any such recordation shall constitute prima facieevidence of the accuracy of the information so recorded.  The VFN shall (a) be dated the datehereof, (b) be stated to mature on the Scheduled Termination Date, and(c) provide for the payment of principal, interest and fees in accordancewith Section 2.4 and Section 2.6 hereof.

## Section 2.2.            LoanRequests.

### (a)           Notice.  Prior to the Facility Termination Date, theBorrower may request Loans on any Business Day by delivering to the Agentirrevocable notice of each borrowing via facsimile in the form of Exhibit Bhereto (a “Borrowing Request”) by 12:00 Noon (New York City time) (i) onthe related Determination Date with respect to Loans to be made on a RemittanceDate, (ii) at least one (1) Business Day prior to the proposed Loan Date withrespect to any Loan which is to be made on any other Loan Date and for whichthe related Borrowing Request specifies the CP Rate as the desired Rate Typeand (iii) at least three (3) Business Days prior to the proposed Loan Date withrespect to any Loan which is to be made on any other Loan 

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### Date and for which the related Borrowing Request specifies either theOffshore Rate or the Base Rate as the desired Rate Type or for which suchBorrowing Request is delivered when any Tranche accruing Discount at eithersuch Rate Type has a Rate Period that has not yet then expired.  The Borrowing Request shall specify(a) the proposed date for such Loan (the “Loan Date”); (b) theamount of the Loan requested, which shall be at least $1,000,000 (and integralmultiples of $100,000 in excess thereof); provided; however, thatfrom and after the Interest Rate Protection Date, the amount of each Loan shallbe the greater of (i) $1,000,000 (and integral multiples of $100,000 in excessthereof) and (ii) the minimum amount, if any, required under the Interest Rate ProtectionAgreement; provided, that to the extent that the then available unusedportion of the Maximum Net Investment is less than such amount, such lesseramount equal to such available unused portion of the Maximum Net Investment,(c) the desired Rate Period and Rate Type related thereto pursuant toSection 2.3 and (d) whether the request is to the Lender or the BankInvestors.  Each Borrowing Request shallbe irrevocable and binding on the Borrower and the Borrower shall indemnify theLender, the Bank Investors and the Agent against any loss, cost or expenseincurred by the Lender, any Bank Investor or the Agent, either directly orthrough any Program Support Agreement, as a result of any failure by theBorrower to complete such borrowing, including, without limitation, any loss,cost or expense incurred by the Lender, the Bank Investors or the Agent, eitherdirectly or through any Program Support Agreement, by reason of the liquidationor reemployment of funds acquired by the Lender, the Bank Investors, the Agentor the Program Support Provider (including, without limitation, funds obtainedby issuing commercial paper or promissory notes or obtaining deposits as loansfrom third parties) for the Lender to fund such borrowing.

### (b)           Lender Acceptanceor Rejection.  The Agent willpromptly notify the Lender of the Agent’s receipt of any BorrowingRequest.  If the Borrowing Request isreceived prior to the Lender Investment Termination Date, the Lender, in itssole discretion, shall instruct the Agent to accept or reject such BorrowingRequest by notice given to the Borrower and the Agent by telephone or facsimileby no later than the close of business on the Business Day the Lender receivesany such Borrowing Request.

### (c)           Bank Investor’sCommitment.  At no time will theLender have any obligation to fund a Loan. Subject to the conditions set forth herein, at all times on and afterthe Lender Investment Termination Date and prior to the Facility TerminationDate, all Loans shall be made by the Bank Investors.  At any time when the Lender has rejected arequest for a Loan, the Agent shall so notify the Bank Investors and the BankInvestors shall make such Loan, on a pro rata basis, in accordance with theirrespective Pro Rata Shares. Notwithstanding anything contained in this Section 2.2(c) or elsewherein this Loan Agreement to the contrary, no Bank Investor (including in itscapacity as a Program Support Provider pursuant to the Program SupportAgreement to which it is a party) shall be obligated to provide the Borrowerwith funds in connection with the Net Investment in an amount that would resultin the portion of the Net Investment then funded by it exceeding the dollaramount of its Commitment then in effect. The obligation of each Bank Investor to remit its Pro Rata Share of anysuch Loan shall be several from that of each other Bank Investor, and thefailure of any Bank Investor to so make such amount available to the Lendershall not relieve any other Bank Investor of its obligation hereunder.

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### (d)           Payment of Loans.  On any Loan Date, the Lender or each BankInvestor, as the case may be, shall remit its share of the aggregate amount ofsuch Loan (determined pursuant to Section 2.2(b) and (c) hereof) to the accountof the Agent specified therefore from time to time by the Agent by notice tosuch Persons by wire transfer of same day funds. Following the Agent’s receiptof funds from the Lender or Bank Investors as aforesaid, the Agent shall remitsuch funds received to the Borrower’s account at the location indicated inSection 8.3 by wire transfer of same day funds.

### (e)           Defaulting BankInvestor.  If, by 2:00 p.m.(New York City time) on any Loan Date, one or more Bank Investors (each, a“Defaulting Bank Investor”, and each Bank Investor other than anyDefaulting Bank Investor being referred to as a “Non-Defaulting BankInvestor”) fails to make its Pro Rata Share of any Loan available to theAgent pursuant to Section 2.2(d) or any Assignment Amount payable by itpursuant to Section 2.13(a) (the aggregate amount not so made available tothe Agent being herein called in either case the “Loan Deficit”), thenthe Agent shall, by no later than 2:30 p.m. (New York City time) onthe applicable Loan Date or the applicable Assignment Date, as the case may be,instruct each Non-Defaulting Bank Investor to pay, by no later than3:00 p.m. (New York City time), in immediately available funds, tothe account designated by the Agent, an amount equal to the lesser of(i) such Non-Defaulting Bank Investor’s proportionate share (based uponthe relative Commitments of the Non-Defaulting Bank Investors) of the LoanDeficit and (ii) its unused Commitment. A Defaulting Bank Investor shall forthwith, upon demand, pay to theAgent for the ratable benefit of the Non-Defaulting Bank Investors all amountspaid by each Non-Defaulting Bank Investor on behalf of such Defaulting BankInvestor, together with interest thereon, for each day from the date a paymentwas made by a Non-Defaulting Bank Investor until the date such Non-DefaultingBank Investor has been paid such amounts in full, at a rate per annum equal tothe sum of the Base Rate, plus 2.00% per annum. In addition, if, after giving effect to the provisions of theimmediately preceding sentence, any Loan Deficit with respect to any AssignmentAmount continues to exist, each such Defaulting Bank Investor shall payinterest to the Agent, for the account of the Lender, on such Defaulting BankInvestor’s portion of such remaining Investment Deficit, at a rate per annum,equal to the sum of the Base Rate, plus 2.00% per annum, for each day from theapplicable Assignment Date until the date such Defaulting Bank Investor shallpay its portion of such remaining Loan Deficit in full to the Lender.

## Section 2.3.            Determinationof Discount and Rate Periods.

### (a)           Tranches.

#### (i)                                     TheNet Investment shall be allocated to tranches (each a “Tranche”) havingRate Periods and accruing Discount at the Rate Types specified and determinedin accordance with this Section 2.3. At any time, each Tranche shall have only one Rate Period and one RateType.  In addition, at any time when theNet Investment is not divided into more than one portion, “Tranche” means 100%of the Net Investment.

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#### (ii)                                  TheBorrower shall give the Agent irrevocable notice by telephone of each requestedRate Period and Rate Type by 12:00 Noon (New York City time) (i) at least one(1) Business Day prior to the requested Loan Date or the expiration of any thenexisting Rate Period, as applicable, with respect to any Loan or Tranche forwhich the Borrower specifies the CP Rate as the desired Rate Type and (ii) atleast three (3) Business Days prior to the requested Loan Date or theexpiration of any then existing Rate Period, as applicable, with respect to anyLoan or Tranche for which the Borrower specifies either the Offshore Rate orthe Base Rate as the desired Rate Type or for which such notice is deliveredwhen any Tranche accruing Discount at either such Rate Type has a Rate Periodthat has not yet then expired, provided, however, that the Agentmay select, in its sole discretion, any such Rate Period or Rate Type if (i)the Borrower fails to provide such notice on a timely basis or (ii) the Agentdetermines, in its sole reasonable discretion, that the Rate Period or RateType requested by the Borrower is unavailable or for any reason commerciallyundesirable to the Lender, the Agent, the Administrative Trustee or the BankInvestors.

#### (iii)                               TheLender confirms that its intention to allocate all or substantially all of theNet Investment held on its behalf to one or more Rate Periods with respect towhich the Discount applicable thereto is calculated by reference to the CPRate; provided that the Agent may determine, from time to time, in its solediscretion, that funding such Net Investment by means of one or more such RatePeriods or Rate Types is not possible or is not desirable for any reason.

### (b)           Net Investmentfunded pursuant to Program Support Agreement.  Each Rate Period applicable to any Tranchefunded pursuant to a Program Support Agreement shall be a period, selected bythe Agent, and Discount with respect thereto shall be calculated by referenceto the Alternate Rate.

### (c)           Offshore RateProtection; Illegality.

#### (i)                                     Ifthe Agent is unable to obtain on a timely basis the information necessary todetermine the Offshore Rate for any proposed Rate Period, then

(A)          the Agent shall forthwith notify theLender or the Bank Investors, as applicable, and the Borrower that the OffshoreRate cannot be determined for such Rate Period, and

(B)           while such circumstances exist, theAgent shall not allocate any Tranches with respect to Loans made during suchperiod or reallocate any 

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Tranches allocatedto any then existing Rate Period ending during such period, to a Rate Periodwith respect to which Discount is calculated by reference to the OffshoreRate.  Discount related to any suchTranches shall be calculated according to the Base Rate while suchcircumstances exist.

#### (ii)                                  If,with respect to any outstanding Rate Period, the Lender or any of the BankInvestors on behalf of which the Agent holds any Tranche notifies the Agentthat it is unable to obtain matching deposits in the London interbank market tofund its purchase or maintenance of such Tranche or that the Offshore Rateapplicable to such Tranche will not adequately reflect the cost to the Personof funding or maintaining such Tranche for such Rate Period, then (A) theAgent shall forthwith so notify the Borrower, the Lender and the Bank Investorsand (B) upon such notice and thereafter while such circumstances exist,the Agent shall not allocate any other Tranche with respect to Investments madeduring such period or reallocate any Tranche allocated to any Rate Periodending during such period, to a Rate Period with respect to which Discount iscalculated by reference to the Offshore Rate. Discount related to any such Tranches shall be calculated according tothe Base Rate while such circumstances exist.

#### (iii)                               Notwithstandingany other provision of this Loan Agreement, if the Lender or any of the Bank Investors,as applicable, shall notify the Agent that such Person has determined (or hasbeen notified by any Program Support Provider) that the introduction of or anychange in or in the interpretation of any Law makes it unlawful (either for theLender, such Bank Investor, or such Program Support Provider, as applicable),or any central bank or other Governmental Authority asserts that it isunlawful, for the Lender, such Bank Investor or such Program Support Provider,as applicable, to fund or maintain any Tranche accruing Discount calculated byreference to the Offshore Rate, then (A) as of the effective date of suchnotice from such Person to the Agent, the obligation or ability of the Lenderor such Bank Investor, as applicable, to fund the making or maintenance of anyTranche accruing Discount calculated by reference to the Offshore Rate shall besuspended until such Person notifies the Agent that the circumstances causingsuch suspension no longer exist and (B) each Tranche made or maintained bysuch Person shall either (1) if such Person may lawfully continue to maintainsuch Tranche accruing Discount calculated by reference to the Offshore Rateuntil the last day of the applicable Rate Period, be reallocated on the lastday of such Rate Period to another Rate Period and shall accrue Discountcalculated by reference to the Base Rate or (2) if such Person shall determinethat it may not lawfully continue to maintain such Tranche accruing Discountcalculated by reference 

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#### to theOffshore Rate until the end of the applicable Rate Period, such Person’s shareof such Tranche allocated to such Rate Period shall be deemed to accrueDiscount at the Base Rate from the effective date of such notice until the endof such Rate Period.

## Section 2.4.            Paymentof Principal, Interest and Other Amounts.

The Borrower willduly and punctually pay or cause to be paid amounts due in respect of principaland interest on the VFN in accordance with the terms of this Loan Agreement,the Fee Letter, the VFN and the CTA Agreement. Without limiting the foregoing, the Borrower will cause to be deliveredto the Trustee all amounts on deposit in the Holding Account when and asrequired by the Master Servicing Agreement for application as provided in theCTA Agreement.  The Borrower shall alsopay or cause to be paid all other amounts payable by or on behalf of theBorrower pursuant to this Loan Agreement, the Fee Letter, the VFN and the CTAAgreement to the parties entitled thereto in accordance with the terms hereofand in the manner and order of priority provided in the CTA Agreement.

## Section 2.5.            Breachof Representation or Warranty.  If onany day any of the representations or warranties with respect to eligibilityset forth in Section 3.1(j) hereof was or becomes untrue with respect toan Account (whether on or after the date of the pledge thereof to the Trustee,for the benefit of the Secured Parties), the Borrower shall be deemed to havereceived on such day a Collection of such Account in full and the Borrowershall on such day pay to the Master Servicer from funds other than actualAvailable Collections (other than actual Collections otherwise distributable tothe Borrower under Section 4.1(d) of the CTA Agreement) an amount equal to theunpaid balance of such Account and such amount shall be allocated and appliedby as a Collection in accordance with Article II of the Master ServicingAgreement and the CTA Agreement.

## Section 2.6.            Mandatoryand Optional Prepayments.

### (a)           On each RemittanceDate following the Facility Termination Date, Available Collections shall beapplied to reduce the Net Investment in accordance with Section 4.1(d)(vii) ofthe CTA Agreement.

### (b)           Prior to theFacility Termination Date, upon the occurrence of a Borrowing Base Deficiency,the Borrower shall either: (i) within three (3) Business Days (the “DeficiencyCure Period”) deliver or cause to be delivered additional Eligible Accountsto the Trustee or deposit or cause to be deposited cash into the PrincipalPayment Account, in either case, in an amount (based, in the case of EligibleAccounts, on the lesser of the APB and AMV thereof on the date of delivery, asdetermined by the Agent) at least equal to such Borrowing Base Deficiency or(ii) in the event that the Borrowing Base Deficiency arises as a result of thedetermination of Market Value pursuant to clause (ii) of the definitionthereof, at the Borrower’s option either (A) follow the procedures set forth inclause (i) of this Section 2.6(b) or (B) may employ the procedures set forth inthe definition of Market Value, and upon a final determination of Market Valueas contemplated therein, to the extent that a Borrowing Base Deficiency stillexists after using the final determination of Market Value, then, the Borrowershall follow the procedures set forth in clause (i) of this Section 2.6(b);provided that in such event, the 

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### Deficiency Cure Period shall be fifteen (15) Business Days followingthe occurrence of a Borrowing Base Deficiency. Funds deposited in the Principal Payment Account shall be applied to thereduction of the Net Investment in the manner and subject to the priority ofpayments provided in Section 4.1(c) of the CTA Agreement.  Any cash deposited by the Borrower pursuantto this Section 2.6(b) shall be made from funds other than Available Collectionsotherwise distributable to the Borrower pursuant to Section 4.1(d) of the CTAAgreement, which may be used by the Borrower for such purpose.

### (c)           The Borrower shallhave the right on any date, upon written notice to the Agent not later than two(2) Business Days prior to such date, to deposit into the Principal PaymentAccount prepayments of principal on the VFN. Any such prepayment (i) shall be at least $1,000,000 and integralmultiples of $100,000 in excess thereof and (ii) shall be made from funds otherthan Available Collections, except for Available Collections otherwisedistributable to the Borrower pursuant to Section 4.1(d) of the CTA Agreement,which may be used by the Borrower for such purpose.

### (d)           The Agent agreesthat amounts paid to the Agent from amounts deposited in the Principal PaymentAccount pursuant to the provisions of the CTA Agreement shall be applied torepay: (i) maturing Tranches, Related Liquidity Draw or Related CreditSupport Disbursements as they mature or (ii) upon the Borrower’s request,with the approval of the Agent, in its sole discretion (except with respect toamounts deposited prior to the Facility Termination Date pursuant to Section2.6(c) hereof as to which no such approval shall be required), any otherTranche; provided that the Borrower shall pay any costs incurred in connectionwith such repayment in accordance with Section 7.4(b) and (c) hereof.  The Net Investment shall be reduced by anyamounts withdrawn and paid to or at the direction of the Agent from thePrincipal Payment Account.

### (e)           The entire principalbalance of the VFN shall be due and payable on the Stated Maturity Datetogether with all accrued and unpaid interest thereon.

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

## Section 2.8.            PledgedAccounts.

### (a)           TheTrustee shall establish, on or prior to the Closing Date, an Eligible BankAccount (No. 261621) at the Trustee in the name of the Trustee(the “Collection Account”), bearing a designation clearly indicatingthat the funds deposited therein are held for the benefit of the SecuredParties.

### (b)           TheTrustee shall establish, on or prior to the Closing Date, an Eligible BankAccount (No. 261622) at the Trustee in the name of the Trustee (the “ReserveAccount”) bearing a designation clearly indicating that the funds depositedtherein are for the benefit of the Secured Parties.

### (c)           TheTrustee shall establish, on or prior to the Closing Day, an Eligible BankAccount (No. 8900624213) at the Account Bank for the benefit ofthe Master Servicer (the 

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### “Holding Account”) bearing adesignation clearly indicating that the funds deposited therein are for thebenefit of the Secured Parties.

### (d)           The Trustee shallestablish, on or prior to the Closing Date, an Eligible Bank Account (No. 8900624183)at the Agent in the name of the Lender (the “Principal Payment Account”)bearing a designation clearly indicating that the funds deposited therein arefor the benefit of the Secured Parties.

### (e)           If at any time theCollection Account, the Reserve Account, the Principal Payment Account or theHolding Account shall no longer be an Eligible Bank Account, then the Borrowershall, within ten (10) Business Days (or such longer period, not to exceedthirty (30) calendar days, as to which the Controlling Party shall consent),cause such account and the funds on deposit therein to be moved so that suchaccount shall be an Eligible Bank Account. The Borrower shall immediately notify the Agent of the new location andaccount number of such account.  Forpurposes of this Loan Agreement, the term “Eligible Bank Account” shallmean, if such bank account does not meet the requirements of paragraphs (a) and(b) of such definition, a bank account otherwise acceptable to the ControllingParty.

## Section 2.9.            Paymentsand Computations, Etc.

### (a)           On the secondBusiness Day preceding a Determination Date relating to a Loan Date, theBorrower shall request from the Agent, and the Agent shall provide to theBorrower, the Market Discount Rate applicable to the related Loan Date.  On any other date on which the Agent requeststhe Borrower to determine the Market Value of the Eligible Accounts, the Agentshall provide the Market Discount Rate applicable to such date to theBorrower.  On each Determination Date,the Borrower shall calculate and deliver to the Agent the APB, AMV and theBorrowing Base (each, a “Borrowing Base Report”), using in the case ofthe AMV, the Market Discount Rate supplied by the Agent.  Neither the Lender, any Bank Investor nor theAgent shall be bound by any calculation of the APB, the AMV or the BorrowingBase by the Borrower.

### (b)           All amounts to bepaid or deposited by the Borrower hereunder or under the CTA Agreement shall bepaid or deposited in accordance with the terms hereof or thereof no later than11:00 a.m. (New York City time) on the day when due in immediatelyavailable funds, payable to the Agent, on behalf of the Lender or the BankInvestors, as applicable.  Such paymentshall be paid or deposited in the account indicated under the heading “PaymentInformation” in Section 8.3, until otherwise notified by theAgent.  The Borrower shall, to the extentpermitted by Law, pay to the Agent, for the benefit of the Lender or BankInvestors, as applicable, upon demand, interest on all amounts not paid ordeposited when due hereunder (“Default Interest”) at a rate equal to2.00% per annum, plus the Base Rate (the “Default Rate”).  Default Interest shall be paid in accordancewith Section 4.1(d) of the CTA Agreement. All computations of Discount and all per annum fees hereunder shall bemade on the basis of a year of 360 days for the actual number of days(including the first but excluding the last day) elapsed.  Any computations by the Agent of amountspayable by the Borrower hereunder shall be binding upon the Borrower absentmanifest error.

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## Section 2.10.          Reports.  On each Determination Date, the Borrowershall cause the Master Servicer to provide to the Agent (a) the MasterServicing Certificate for the related Collection Period, (b) a Schedule ofAccounts with respect to all Accounts owned by the Borrower and (c) suchother information as the Agent may reasonably request.

## Section 2.11.          Sharingof Payments, Etc.  If the Lender orany Bank Investor (for purposes of this Section only, being a “Recipient”)shall obtain any payment (whether voluntary, involuntary, through the exerciseof any right of setoff, or otherwise) on account of the portion of the NetInvestment funded or maintained by it (other than pursuant to the Fee Letter,Section 2.15(b) or Article VII and other than as a result of thedifferences in the timing of the applications of Available Collections) inexcess of its ratable share of payments on account of the Net Investmentobtained by the Recipient entitled thereto, such Recipient shall forthwithpurchase from the Lender or Bank Investors entitled to a share of such amountparticipations in the portions of the Net Investment funded or maintained bysuch Persons as shall be necessary to cause such Recipient to share the excesspayment ratably with each such other Person entitled thereto; provided, however,that if all or any portion of such excess payment is thereafter recovered fromsuch Recipient, such purchase from each such other Person shall be rescindedand each such other Person shall repay to the Recipient the purchase price paidby such Recipient for such participation to the extent of such recovery,together with an amount equal to such other Person’s ratable share (accordingto the proportion of (a) the amount of such other Person’s required payment to(b) the total amount so recovered from the Recipient) of any interest or otheramount paid or payable by the Recipient in respect of the total amount sorecovered.

## Section 2.12.          Rightof Setoff.  Without in any waylimiting the provisions of Section 2.11, each of the Agent, the Lender andeach Bank Investor is hereby authorized (in addition to any other rights it mayhave) at any time after the occurrence of the Facility Termination Date due tothe occurrence of an Event of Default or Facility Termination Event or duringthe continuance of a Potential Event of Default, Event of Default, PotentialFacility Termination Event or Facility Termination Event to set-off,appropriate and apply (without presentment, demand, protest or other noticewhich are hereby expressly waived) any deposits and any other indebtedness heldor owing by the Agent, the Lender or such Bank Investor to, or for the accountof, the Borrower.  The Agent shall causeany amounts so set-off to be deposited in the Collection Account, forapplication by the Trustee in accordance with Section 4.1(d) of the CTAAgreement.

## Section 2.13.          Assignmentby Lender to Bank Investors.

### (a)           AssignmentAmounts.  At any time on or prior tothe Scheduled Termination Date, if the Administrative Trustee on behalf of theLender so elects, by written notice to the Agent, the Borrower herebyirrevocably requests and directs that the Lender assign, and the Lender doeshereby assign, effective on the Assignment Date referred to below, all or suchportions as may be elected by the Lender of its interest in the Net Investmentat such time to the Bank Investors pursuant to this Section 2.13 and theBorrower hereby agrees to pay the amounts described in this Section 2.13; provided,however, that unless such assignment is an assignment of all of theLender’s interest in the Net Investment in whole on or after the LenderInvestment Termination Date, no such assignment shall take place pursuant tothis Section 2.13 if a Borrowing Base Deficiency shall then exist; and provided,further, that no such assignment 

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### shall take place pursuant to this Section 2.13 at a time when anEvent of Bankruptcy with respect to the Lender exists.  No further documentation or action on thepart of the Lender or the Borrower shall be required to exercise the rights setforth in the immediately preceding sentence, other than the giving of thenotice by the Administrative Trustee on behalf of the Lender referred to insuch sentence and the delivery by the Agent of a copy of such notice to eachBank Investor (the date of the receipt by the Agent of any such notice beingthe “Assignment Date”).  Each BankInvestor hereby agrees, unconditionally and irrevocably and under allcircumstances, without setoff, counterclaim or defense of any kind, to pay thefull amount of its Assignment Amount on such Assignment Date to the Lender inimmediately available funds to an account designated by the Agent.  Upon payment of its Assignment Amount, eachBank Investor shall acquire an interest in the Net Investment equal to its prorata share (based on the outstanding portions of the Net Investment funded byit). Upon any assignment in whole by the Lender to the Bank Investors on orafter the Lender Investment Termination Date as contemplated hereunder, theLender shall cease to make any additional Loans hereunder.  At all times prior to the Lender InvestmentTermination Date, nothing herein shall prevent the Lender from making asubsequent Loan hereunder, in its sole discretion, following any assignmentpursuant to this Section 2.13 or from making more than one assignmentpursuant to this Section 2.13.

### (b)           Bank Investor’sObligation to Pay Certain Amounts; Additional Assignment Amount.  The Bank Investors shall pay to the Agent, inaccordance with their Pro Rata Shares, for the account of the Lender, inconnection with any assignment by the Lender to the Bank Investors pursuant tothis Section 2.13 an aggregate amount equal to all Discount to accruethrough the end of each outstanding Rate Period to the extent attributable tothe portion of the Net Investment so assigned to the Bank Investors (asdetermined immediately prior to giving effect to such assignment), plus allother Aggregate Unpaids (other than the Net Investment and other than anyDiscount not described above).  Suchamounts shall be additional consideration for the interests assigned to theBank Investors and the amount of the “Net Investment” hereunder held bythe Bank Investors shall be increased by an amount equal to the additionalamount so paid by the Bank Investors.

### (c)           Administration ofAgreement after Assignment from Lender to Bank Investors following the LenderInvestment Termination Date.  Afterany assignment in whole by the Lender to the Bank Investors pursuant to thisSection 2.13 at any time on or after the Lender Investment TerminationDate (and the payment of all amounts owing to the Lender in connectiontherewith), all rights of the Administrative Trustee set forth herein shall begiven to the Agent on behalf of the Bank Investors instead of theAdministrative Trustee.

### (d)           Recovery of NetInvestment.  In the event that theaggregate of the Assignment Amounts paid by the Bank Investors pursuant to thisSection 2.13 on any Assignment Date occurring on or after the LenderInvestment Termination Date is less than the Net Investment of the Lender onsuch Assignment Date, then to the extent of amounts received by the Agent  in respect of the Net Investment inaccordance with Section 4.1(d) of the CTA Agreement exceed the aggregate of theunrecovered Assignment Amounts and Net Investment funded by the Bank Investors,such excess shall be remitted by the Agent to the Lender rather than to suchBank Investors.

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## Section 2.14.          Downgradeof Bank Investor.

### (a)           DowngradesGenerally.  If at any time on orprior to the Scheduled Termination Date, the short term debt rating of any BankInvestor shall be “A-1” or “P-1” from S&P or Moody’s,respectively, with negative credit implications, such Bank Investor, uponrequest of the Agent, shall, within thirty (30) days of such request, assignits rights and obligations hereunder to another financial institution (whichinstitution’s short term debt shall be rated at least “A-1” or “P-1”from S&P or Moody’s, respectively, and which shall not be so rated withnegative credit implications and which is acceptable to the Lender, the Agentand the Borrower (in the Borrower’s case, in its reasonable discretion)).  If the short term debt rating of an BankInvestor shall be “A-2” or “P-2”, or lower, from S&P or Moody’s,respectively (or such rating shall have been withdrawn by S&P or Moody’s),such Bank Investor, upon request of the Agent, shall, within five (5) BusinessDays of such request, assign its rights and obligations hereunder to anotherfinancial institution (which institution’s short term debt shall be rated atleast “A-1” or “P-1”, from S&P or Moody’s, respectively, andwhich shall not be so rated with negative credit implications and which isacceptable to the Lender, the Agent and the Borrower (in the Borrower’s case,in its reasonable discretion)).  Ineither such case, if any such Bank Investor shall not have assigned its rightsand obligations under this Agreement within the applicable time perioddescribed above (in either such case, the “Required DowngradeAssignmentPeriod”), the Administrative Trustee on behalf of the Lender shall have theright to require such Bank Investor to pay upon one (1) Business Day’s noticeat any time after the Required Downgrade Assignment Period (and each such BankInvestor hereby agrees in such event to pay within such time) to the Agent anamount equal to such Bank Investor’s unused Commitment (a “Downgrade Draw”)for deposit by the Agent into an account, in the name of the Agent (a “DowngradeCollateral Account”), which shall be in satisfaction of such Bank Investor’sobligations to make Loans and to pay its Assignment Amount upon an assignmentfrom the Lender in accordance with Section 2.13; provided, however,that if, during the Required Downgrade Assignment Period, such Bank Investordelivers a written notice to the Agent of its intent to deliver a direct payirrevocable letter of credit pursuant to this proviso in lieu of the paymentrequired to fund the Downgrade Draw, then such Bank Investor will not berequired to fund such Downgrade Draw.  Ifany Bank Investor gives the Agent such notice, then such Bank Investor shall,within one (1) Business Day after the Required Downgrade Assignment Period,deliver to the Agent a direct pay irrevocable letter of credit in favor of theAgent in an amount equal to the unused portion of such Bank Investor’sCommitment, which letter of credit shall be issued through an United Statesoffice of a bank or other financial institution (i) whose short-term debtratings by S&P and Moody’s are at least equal to the ratings assigned bysuch statistical rating organization to the Commercial Paper and (ii) thatis acceptable to the Lender and the Agent. Such letter of credit shall provide that the Agent may draw thereon forpayment of any Loan or Assignment Amount payable by such Bank Investor which isnot paid hereunder when required, shall expire no earlier than the ScheduledTermination Date and shall otherwise be in form and substance acceptable to theAgent.

### (b)           Application ofFunds in Downgrade Collateral Account. If any Bank Investor shall be required pursuant to Section 2.14(a)to fund a Downgrade Draw, then the Agent shall apply the monies in theDowngrade Collateral Account applicable to such Bank Investor’s Pro Rata Shareof Loans required to be made by the Bank Investors, to any Assignment Amountpayable by such Bank Investor pursuant to Section 2.13 and to any purchaseprice payable by such Bank Investor pursuant to Section 2.15(b) at thetimes, in the manner and subject to the conditions precedent set forth in thisLoan Agreement.  The deposit of monies insuch 

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### Downgrade Collateral Account by any Bank Investor shall not constitutea Loan or the payment of any Assignment Amount (and such Bank Investor shallnot be entitled to interest on such monies except as provided below in thisSection 2.14, unless and until (and then only to the extent that) suchmonies are used to fund Investments or to pay any Assignment Amount or purchaseprice pursuant to Section 2.15(b) pursuant to the first sentence of thisSection 2.14.  The amount on depositin such Downgrade Collateral Account shall be invested by the Agent in EligibleInvestments and such Eligible Investments shall be selected by the Agent in itssole discretion.  The Agent shall remitto such Bank Investor, on the last Business Day of each month, the incomeactually received thereon.  Unlessrequired to be released as provided below in this subsection, AvailableCollections received by the Agent in respect of such Bank Investor’s portion ofthe Net Investment shall be deposited in the Downgrade Collateral Account forsuch Bank Investor.  Amounts on depositin such Downgrade Collateral Account shall be released to such Bank Investor(or the stated amount of the letter of credit delivered by such Bank Investorpursuant to subsection (a) above may be reduced) within one (1) Business Dayafter each Remittance Date following the Facility Termination Date to theextent that, after giving effect to the distributions made and received by theLender or Bank Investors on such Remittance Date, the amount on deposit in suchDowngrade Collateral Account would exceed such Bank Investor’s Pro Rata Share(determined as of the day prior to the Facility Termination Date) of the sum ofall Tranches then funded by the Lender, plus the Interest Component.  All amounts remaining in such DowngradeCollateral Account shall be released to such Bank Investor no later than theBusiness Day immediately following the earliest of (i) the effective dateof any replacement of such Bank Investor or removal of such Bank Investor as aparty to this Loan Agreement, (ii) the date on which such Bank Investorshall furnish the Agent with confirmation that such Bank Investor shall haveshort-term debt ratings of at least “A-1” or “P-1” from S&P andMoody’s, respectively, without negative credit implications, and (iii) theScheduled Termination Date (or if earlier, the Scheduled Termination Date ineffect prior to any renewal pursuant to Section 2.15 to which such BankInvestor does not consent, but only after giving effect to any requiredpurchase pursuant to Section 2.15(b)). Nothing in this Section 2.14 shall affect or diminish in any wayany such downgraded Bank Investor’s Commitment to the Borrower or the Lender orsuch downgraded Bank Investor’s other obligations and liabilities hereunder andunder the other Operative Documents.

### (c)           Program SupportAgreement Downgrade Provisions. Notwithstanding the other provisions of this Section 2.14, a BankInvestor shall not be required to make a Downgrade Draw (or provide for theissuance of a letter of credit in lieu thereof) pursuant toSection 2.14(a) at a time when such Bank Investor has a downgradecollateral account (or letter of credit in lieu thereof) established pursuantto the Program Support Agreement to which it is a party in an amount at leastequal to its Commitment, and the Agent may apply monies in such downgradecollateral account in the manner described in Section 2.15(b) as if suchdowngrade collateral account were a Downgrade Collateral Account.

## Section 2.15.          Non-RenewingBank Investors.

### (a)           If at any time theBorrower requests that the Bank Investors renew their Commitments hereunder andsome but less than all the Bank Investors consent to such renewal within thirty(30) days of the Borrower’s request, but in any event, no later than twenty(20) days prior to the then current Scheduled Termination Date, the Borrowermay arrange for an 

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### assignment to one or more financial institutions of all the rights andobligations hereunder of each such non-consenting Bank Investor in accordancewith Section 8.6.  Any suchassignment shall become effective on the then-current Scheduled TerminationDate.  Each Bank Investor which does notso consent to any renewal shall cooperate fully with the Borrower ineffectuating any such assignment.  Ifnone or less than all the Commitments of the non-renewing Bank Investors are soassigned as provided above the Agent shall so notify the Borrower, and theBorrower shall notify the Agent if it desires to extend the then current ScheduledTermination Date.  In the event theBorrower and the Agent each elects to extend the then current ScheduledTermination Date, (i) the extended Scheduled Termination Date shall beeffective with respect to the renewing Bank Investors, (ii) the FacilityLimit shall automatically be reduced to an amount (rounded up to the nearest$1,000) equal to the excess of the Facility Limit then in effect over thelesser of (A) the aggregate of the Commitments of all non-renewing BankInvestors and (B) the product of (x) the Facility Limit, minus theNet Investment, multiplied by (y) 1.02, and (iii) this Loan Agreementand the Commitments of the renewing Bank Investors shall remain in effect inaccordance with their terms notwithstanding the expiration of the Commitmentsof the non-renewing Bank Investors.

### (b)           If at any time theBorrower requests that the Bank Investors extend the Scheduled Termination Datehereunder and some but less than all the Bank Investors consent to suchextension within thirty (30) days after the Borrower’s request (but in anyevent, no later than twenty (20) days prior to the then Scheduled TerminationDate), and if none or less than all the Commitments of the non-renewing BankInvestors are assigned as provided in Section 2.15 and the Borrower andthe Agent each has elected to extend the then current Scheduled TerminationDate, then (without limiting the obligations of all the Bank Investors to makeLoans and pay any Assignment Amount prior to the Scheduled Termination Date inaccordance with the terms hereof) the Lender may sell an interest in the NetInvestment hereunder for an aggregate purchase price equal to the lesser of(i) the maximum aggregate Assignment Amounts which would be payable if theLender assigned its entire interest in the Net Investment at that time underSection 2.13, and (ii) the aggregate available Commitments of thenon-renewing Bank Investors, which purchase price shall be paid solely by thenon-renewing Bank Investors, pro rata according to their respective Commitments.  Following the payment of such purchase price,(i) the extended Scheduled Termination Date shall be effective withrespect to the renewing Bank Investors, (ii) the Facility Limit shallautomatically be reduced by the aggregate of the Commitments of all non-renewingBank Investors, and (iii) this Loan Agreement and the Commitments of therenewing Bank Investors shall remain in effect in accordance with their termsnotwithstanding the expiration of the Commitments of the non-renewing BankInvestors.  Prior to the FacilityTermination Date, all amounts which, under Section 4.1 of the CTAAgreement are to be paid to the Agent and applied in reduction of the NetInvestment, up to the aggregate Net Investment sold to the non-renewing BankInvestors as described above in this subsection, shall be distributed to thenon-renewing Bank Investors ratably according to the aggregate Net Investmentheld by them, in reduction of their respective portions of Net Investment.  On and after the Facility Termination Date,each non-renewing Bank Investor shall be entitled to receive distributions asprovided in Section 4.1 of the CTA Agreement based on its pro rata shareof the Net Investment.  When (after theexpiration of the Commitments of the non-renewing Bank Investors) the aggregateof the Net Investment described above in this subsection shall have beenreduced to zero and all accrued Discount allocable thereto and all other 

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### Aggregate Unpaids owing to such Bank Investors shall have been paid tosuch Bank Investors in full, then such Bank Investors shall cease to be partiesto this Loan Agreement for any purpose.

## Section 2.16.          CommitmentRenewal Request.

Except in the case of an early renewal as agreed uponby the Borrower and the Agent, the Borrower may, not earlier than one hundredtwenty (120) days or later than sixty (60) days prior to the ScheduledTermination Date, request that the Bank Investors renew their Commitmentshereunder, provided that no such renewal may be requested if it would cause theScheduled Termination Date to be later than 364 days after the then-currentScheduled Termination Date (or, if the 364th day is not a Business Day, the immediatelypreceding Business Day) or such fewer number of days as the Agent shall specifyby notice to the Borrower.  Each BankInvestor shall notify the Borrower as to whether it consents to such renewalwithin thirty (30) days of the Scheduled Termination Date, and the failure ofany Bank Investor to so notify the Borrower shall be deemed to mean that suchBank Investor does not consent to such renewal.

## Section 2.17.          InterestRate Protection Agreements.

Borrower agrees that (i) from and after the occurrenceof an Interest Rate Protection Date, it shall provide to the Agent for thebenefit of the Lender and the Bank Investors promptly, and in any event notlater than three (3) Business Days after such Interest Rate Protection Date, anInterest Rate Protection Agreement and (ii) prior to the execution of anyInterest Rate Protection Agreement at any other time, it shall provide a copyof the proposed Interest Rate Protection Agreement to the Agent forapproval.  Any such Interest RateProtection Agreement shall be provided and maintained at the Borrower’s solecost and expense from funds other than Collections.

# ARTICLE 3REPRESENTATIONS AND WARRANTIES

## Section 3.1.            Representationsand Warranties of the Borrower.  TheBorrower represents and warrants to each of the Secured Parties on the ClosingDate and each Loan Date that:

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

### (b)           Authorization andContravention.  The execution,delivery, and performance by the Borrower of this Loan Agreement, the VFN, andthe other Operative Documents to which the Borrower is a party are within theBorrower’s powers, have been duly authorized by all necessary action, requireno action by or in respect of, or filing with, any Governmental Authority, anddo not contravene, or constitute a default under, any provision of applicablelaw or regulation or any other Operative Document to which the Borrower is aparty, 

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### or of any agreement, judgment, injunction, order, decree or otherinstrument binding upon the Borrower, or result in the creation or impositionof any lien on assets of the Borrower.

### (c)           Binding Effect.  This Loan Agreement and the VFN constitutethe legal, valid, and binding obligations of the Borrower, enforceable inaccordance with their terms, subject to applicable bankruptcy, insolvency,moratorium, or other similar laws affecting the rights of creditors.

### (d)           Perfection.  At all times, the Borrower shall be the ownerof all of the Collateral, free and clear of all liens, encumbrances, securityinterests, preferences, or other security arrangement of any kind or naturewhatsoever (other than those created or permitted by the Operative Documents),and all mortgages, financing statements, and other documents required to berecorded or filed in order to perfect and protect the Collateral against allcreditors of and purchasers from the Borrower will have been duly and timelyfiled in each filing office necessary for such purpose and all filing fees andtaxes, if any, payable in connection with such filings shall have been paid infull.

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

### (f)            Accuracy ofInformation.  All informationheretofore furnished by the Borrower or any Affiliate of the Borrower(including, without limitation, any information delivered pursuant toSections 2.10 and 5.1 hereof) to the Lender, any Bank Investor, the Agentor the Administrative Trustee for purposes of or in connection with this LoanAgreement or any transactions contemplated hereby is, and all such informationhereafter furnished by the Borrower to the Lender, any Bank Investor, the Agentor the Administrative Trustee will be, true and accurate in every materialrespect on the date such information is stated or certified.

### (g)           Tax Status.  The Borrower has timely filed all tax returns(federal, state, and local) required to be filed and has timely paid or madeadequate provision for the payment of all taxes, assessments, and othergovernmental charges.

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

### (i)            Place ofBusiness.  The chief place ofbusiness of the Borrower is located at the address of the Borrower indicated inSection 8.3 hereof and all of the Borrower’s Records are kept at theoffices of the Custodian.

### (j)            Nature ofAccounts.  Each Account to bepurchased with the proceeds of a Loan is an Eligible Account and an “eligibleasset” as defined in Rule 3a-7 under the Investment Company Act of 1940, asamended.

### (k)           No Event ofDefault or Facility Termination Event. No event has occurred and is continuing and no condition exists whichconstitutes an Event of Default or 

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### Facility Termination Event or, to the knowledge of the Borrower, aPotential Event of Default or Potential Facility Termination Event.

### (l)            Not anInvestment Company.  The Borrower isnot an “investment company” within the meaning of the Investment Company Act of1940, as amended, or is exempt from all provisions of such Act.

### (m)          ERISA.  The Borrower is in compliance in all materialrespects with ERISA and no lien in favor of the Pension Benefit GuarantyCorporation on any of the Accounts exists.

### (n)           BeneficialOwnership.  The Depositor holds a100% beneficial ownership in the Borrower.

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

### (p)           UnacceptableInvestment.  The Borrower has noknowledge of any material circumstance or condition with respect to theAccounts, the Obligors, or the credit standing of the Obligors that couldreasonably be expected to cause an Account to be an unacceptable investment oradversely affect the value of any Account.

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

### (r)            No Litigation.  There are no actions, suits, or proceedingspending, or to the knowledge of the Borrower, threatened against or affectingthe Borrower or any Affiliate of the Borrower or their respective properties,in or before any court, arbitrator, or other body which question the validityof this Loan Agreement or the transactions contemplated herein, or which couldbe reasonably expected to have a materially adverse effect on the financialcondition of the Borrower or its ability to perform its obligations under thisLoan Agreement.

### (s)           Monthly Payments.  All Monthly Payments (net of the Feeswithdrawn pursuant to Section 2.15 of the Master Servicing Agreement) on theAccounts to be purchased with the proceeds of a Loan due after the applicableCut-Off Date and received more than three (3) Business Days prior to the LoanDate, plus the proceeds of each Full Prepayment of any such Account (includingany related payment of interest) received by the Master Servicer after theCut-Off Date but more than three (3) Business Days prior to the Loan Date, willhave been  deposited in the HoldingAccount in accordance with Section 2.7 of the Master Servicing Agreement.

Any document, instrument,certificate or notice delivered to the Agent or the Administrative Trusteeunder this Loan Agreement shall be deemed a representation and warranty by theBorrower.

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## Section 3.2.            Reaffirmationof Representations and Warranties by the Borrower.  On each day that a Loan is made hereunder,the Borrower, by accepting the proceeds of such Loan, shall be deemed to havecertified that all representations and warranties described in Section 3.1are true and correct on and as of such day as though made on and as of suchday.

# ARTICLE 4CONDITIONS PRECEDENT

## Section 4.1.            Conditionsto Effectiveness.  On or prior to thedate hereof, the Agent shall have received the following documents, each ofwhich shall be in a form and substance acceptable to each of them, or thefollowing actions shall have occurred:

### (a)           the Agent, theCustodian and the Trustee shall have received an Opinion of Counsel to each ofthe Custodian and the Trustee, in form and substance satisfactory to the Agent;

### (b)           (i) theAgent, the Custodian and the Trustee shall have received this Loan Agreement,the BAT Agreement, the DAT Agreement, the Master Servicing Agreement, theBack-up Servicing Agreement, the Subservicing Agreement and the CTA Agreement,duly executed by the parties thereto; and

### (c)           the Agent shall havereceived such other approvals, documents, instruments, certificates andopinions as it shall reasonably request.

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

### (a)           the Agent shall havereceived an Officers’ Certificate from the Borrower stating that:

#### (i)                                     noEvent of Default, Potential Event of Default, Potential Facility TerminationEvent or Facility Termination Event shall have occurred and the Loan to be madeon such date will not result in any breach of any of the terms, conditions orprovisions of, or constitute a default under any of the Operative Documents towhich the Borrower is a party, or any indenture, mortgage, deed of trust orother agreement or instrument to which the Borrower is a party or by which itis bound, or any order of any Governmental Authority entered in any proceedingto which the Borrower is a party or by which it may be bound or to which it maybe subject, and all conditions precedent provided in this Loan Agreement relatingto the Loan to be made on such date have been complied with;

#### (ii)                                  theBorrower is the owner of and has good title to each Account, has not assignedany interest or participation in any such Account 

####  

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#### (or, if anysuch interest or participation has been assigned, it has been released) and hasthe right to Grant each such Account to the Trustee, and no other Person hasany lien on, security interest in or other rights to any such Account;

#### (iii)                               theBorrower has Granted to the Trustee all of its right, title, and interest inand to each Account Granted to the Trustee by it to secure the VFN and theamounts owed hereunder;

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

#### (v)                                 (A)no Material Adverse Effect shall have occurred in the affairs of (I) theBorrower since the date of its formation or (II) the Master Servicer sinceApril 1, 2004 and (B) no material adverse change has occurred in the value ofany Account since the date of origination of such Account; and

#### (vi)                              therepresentations and warranties set forth in Section 3.1 are true andcorrect on and as of such day as though made on and as of such day.

### (b)           all of the AccountDocuments relating to the Accounts to be purchased on such date have beendelivered to the Custodian within the time periods specified inSection 3.1 of the CTA Agreement, except that (i) in lieu of deliveringthe Account Documents for any Account which has been the subject of a Full Prepaymentreceived by the Master Servicer after the Cut-Off Date but no later than three(3) Business Days prior to the Loan Date, the Borrower may deliver, or cause tobe delivered, as indicated in the Officers’ Certificate from the MasterServicer delivered pursuant to paragraph (a) of this Section 4.2, the cashproceeds of such Full Prepayment and (ii) in lieu of delivering the AccountDocuments for any Account with respect to which foreclosure proceedings havebeen commenced and such Account Documents are required in connection with theprosecution of such proceedings, the Master Servicer may deliver a trustreceipt pursuant to Section 3.2 of the CTA Agreement;

### (c)           the Borrower shallhave delivered a Borrowing Request to the Agent pursuant to Section 2.2hereof;

### (d)           the Agent, theCustodian and the Trustee shall have received the Schedule of Accounts relatingto the Accounts to be purchased with the proceeds of such Loan;

### (e)           the Agent shall havereceived acknowledgment copies of proper financing statements, duly filed underthe Uniform Commercial Code of all jurisdictions that the Lender may deemnecessary or desirable in order to perfect the ownership interest of theDepositor created by the DAT, the ownership interest of the Borrower created bythe BAT Agreement and the security interest in favor of the Trustee created bythe CTA Agreement and all other filings, notifications, consents and recordingsnecessary to consummate the transactions contemplated hereunder and under theother Operative Documents shall be accomplished and the Agent shall 

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have received evidence of such filings, notifications, consents andrecordings satisfactory in form and substance to the Agent;

### (f)            the Agent shallhave received copies of all consents, licenses and approvals, if any, requiredin connection with the execution, delivery and performance by it and thevalidity and enforceability against it of the Operative Documents to approvalsshall be in full force and effect;

### (g)           the Depositor shallhave continued to purchase or otherwise acquire all or substantially all of theAccounts originated by the Originator (or originated by an Eligible Originatorand sold to the Depositor) on an ongoing basis;

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

### (i)            the FacilityTermination Date shall not have occurred;

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

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

### (l)            no more than 10% ofthe Accounts to be purchased by the Borrower may be in arrears for 30-59 daysas of the last day of any month preceding such Borrowing Date;

### (m)          if the Interest RateProtection Date has occurred, the Borrower has delivered to the Agent anInterest Rate Protection Agreement;

### (n)           on such date, theweighted average interest rate of all Eligible Accounts, after giving effect toall Eligible Accounts to be added on such date, shall be greater than or equalto 7.25% per annum; and

### (o)           on such date, theweighed average FICO score of all Eligible Accounts, after giving effect to allEligible Accounts to be added on such date, shall be greater than 530.

# ARTICLE5

# COVENANTS

## Section 5.1.            AffirmativeCovenants of Borrower.  At all timesfrom the date hereof to the date on which all amounts due and owing to any ofthe Secured Parties under the Operative Documents have been paid in full andthis Loan Agreement has terminated unless the Controlling Party shall otherwiseconsent in writing:

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### (a)           Agreed UponProcedures Report.  Prior to the dateone year from the Closing Date and on each anniversary thereafter beginning incalendar year 2006, the Borrower shall deliver to the Agent, at its expense, anAgreed Upon Procedures Report with respect to all Accounts owned by theBorrower and such other matters as the Agent reasonably requests; provided,however, so long as no Event of Default, Potential Event of Default,Facility Termination Event or Potential Facility Termination Eventhas occurred, the Borrower shall only be required to deliver oneAgreed Upon Procedures report at its expense in any calendar year.

### (b)           Other Information.  The Borrower shall deliver to the Agent(i) a copy of all financial documents and reports provided to the Borrowerby the Depositor, the Originator, any Eligible Originator or any other Personin any capacity pursuant to the Operative Documents, (ii) any materialnotices with respect to any Mortgaged Property and (iii) such other information(including non-financial information) as the Agent may from time to timereasonably request.

### (c)           ComplianceCertificate.  The Borrower shalldeliver to the Agent within ninety (90) days after the close of the Borrower’sfiscal year, a compliance certificate signed by an authorized signatory of theBorrower stating that no Event of Default or Potential Event of Default exists,or if any Event of Default or Potential Event of Default exists, stating thenature and status thereof.

### (d)           Notice ofBorrowing Base Deficiency, Event of Default, Potential Event of Default,Facility Termination Event or Potential Facility Termination Event.  As soon as possible and in any event withintwo (2) Business Days after the Borrower receives notice or has actualknowledge of the occurrence of a Borrowing Base Deficiency, an Event ofDefault, a Potential Event of Default, Facility Termination Event or PotentialFacility Termination Event, the Borrower shall provide to the Agent a statementsetting forth details of such Borrowing Base Deficiency, Event of Default,Potential Event of Default, Potential Facility Termination Event or FacilityTermination Event, and the action which the Borrower proposes to take withrespect thereto.  The Borrower shallnotify the Agent when the Borrower receives notice or has actual knowledge ofthe occurrence of any event of default or event, which, due to the giving ofnotice or lapse of time, or both, could become an event of default by itself,the Master Servicer, the Back-up Servicer, the Depositor, any Eligible Originatoror the Originator in any capacity under any of the Operative Documents of whichit becomes aware.

### (e)           Conduct ofBusiness.  The Borrower will carry onand conduct its business in substantially the same manner as it is presentlyconducted and do all things necessary to remain duly organized, validlyexisting, and in good standing as a statutory trust in the State of Delawareand maintain all requisite authority to conduct its business in eachjurisdiction in which its business is conducted.

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

### (g)           Furnishing ofInformation and Inspection of Records. The Borrower will furnish to the Agent from time to time suchinformation with respect to the Accounts as the

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### Agent may reasonably request, including, without limitation, a scheduleidentifying the Obligor and the Principal Balance for each Account.

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

### (i)            FurtherAssurances.  The Borrower shall dosuch further acts and things and execute and deliver to the Agent suchassignments (including, without limitation, assignments in blank), agreements,powers and instruments as are reasonably required by the Agent to carry intoeffect the purposes of this Loan Agreement and the other Operative Documents orto better assure and confirm unto the Secured Parties their respective rights,powers and remedies hereunder and under the other Operative Documents,including, without limitation, to obtain such consents and give such notices,and to file and record all such documents and instruments, and renew each suchconsent, notice, filing and recordation, at such time or times, in such mannerand at such places, as may be necessary or desirable to preserve and protectthe position of the Secured Parties hereunder and under the other OperativeDocuments.  This covenant shall survivethe termination of this Loan Agreement.

### (j)            Access.  TheBorrower shall allow, and cause the Depositor to allow, the Agent and theirrepresentatives full and complete access during normal business hours and uponreasonable notice to the books, records, documents, and facilities of theBorrower and the Depositor, and will on the same conditions make the officers,employees, attorneys, agents, independent accountants, and actuaries of theBorrower and the Depositor available to discuss such aspects of the business,financial condition, or prospects of the Borrower and the Depositor as may bereasonably necessary.

### (k)           Reliance Letters.  Upon the request of the Agent, the Borrowershall provide to the Agent within five (5) Business Days, reliance letters withrespect to all legal opinions delivered on the Closing Date (or new legalopinions addressing the same matters covered in the original legal opinions)addressed to any entity which becomes a Program Support Provider after theClosing Date, to the extent such legal opinions did not permit reliance whendelivered.

### (l)            Amendments;Miscellaneous.

#### (i)                                     TheBorrower shall furnish to the Custodian, the Trustee and the Agent copies ofthe form of each proposed amendment to the Trust Agreement, the MasterServicing Agreement, the Back-up Servicing Agreement or the SubservicingAgreement at least sixty (60) days prior to the proposed date of adoption ofany such proposed amendment.

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

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#### (iii)                               TheBorrower will at all times be responsible for the payment of all itsobligations and indebtedness, will at all times maintain a business office,records, books of account, and funds separate from the Depositor and willobserve all customary formalities of independent existence.

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

### (m)          Weighted Average.  The weighted average interest rate of all EligibleAccounts shall not be less than 7.25% per annum.  The Borrower shall take all necessary steps(including, without limitation, the addition or removal of Accounts) asfrequently as necessary (and in any event within two (2) Business Days afterthe Borrower receives notice or has actual knowledge of noncompliance with thisSection 5.1(m)) to ensure that in no event shall the weighted average interestrate of all Eligible Accounts be less than 7.25% per annum.

### (n)           Assignments.  The Borrower shall prepare and executeAssignments in recordable form at the reasonable request of the Agent.

### (o)           Due DiligenceReview.  Prior to February 4th of each calendar year, the Borrower shallcomplete, at its expense, a Due Diligence Review with respect to all Accounts ownedby the Borrower and such other matters as the Agent reasonably requests; provided,however, so long as no Event of Default, Potential Event of Default,Facility Termination Event or Potential Facility Termination Event hasoccurred, the Borrower shall only be required to complete one Due DiligenceReview at its expense in any calendar year.

## Section 5.2.            NegativeCovenants of Borrower.  At all timesfrom the date hereof to the date on which all amounts due and owing to any ofthe Secured Parties under the Operative Documents have been paid in full andthis Loan Agreement has terminated, unless the Controlling Party shallotherwise consent in writing:

## (a)           NoExtension or Amendment of Accounts. Except as permitted by Section 2.1(j) of the Master Servicing Agreementor Section 3.4 of the CTA Agreement, the Borrower will not extend, amend, orotherwise modify the terms of any Account, or amend, modify, or waive any termor condition of any Account Document related thereto.

## (b)           NoSale.  The Borrower shall not sell,transfer, exchange or otherwise dispose of any portion of the Collateral (otherthan any Accounts which are not Eligible Accounts or otherwise excluded fromthe Borrowing Base) except as expressly permitted by the Operative Documents.

## (c)           NoInsurance.  The Borrower shall notobtain or carry insurance relating to the Accounts separate from that requiredby the Master Servicing Agreement, unless the Trustee shall have the samerights with respect thereto as it has with respect to the insurance required bythe Master Servicing Agreement.

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

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

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

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

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

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

### (j)            Borrowing BaseDeficiency.  The Borrower shall atall times be in compliance with Section 2.6(b) hereof.

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

### (l)            Successor MasterServicer and Back-up Servicer.  TheBorrower shall not permit any change of master servicer or back-up servicer,except in accordance with the Master Servicing Agreement or the Back-upServicing Agreement, as applicable.

### (m)          EligibleOriginators.  The Borrower shall notmake any request for a Loan hereunder unless all criteria set forth in thedefinition of “Eligible Originator” have been satisfied.

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###  

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

### (o)           Amendments.  Neither the Borrower nor the Master Servicerwill amend, modify, supplement restate or replace any of the Trust Agreement,the Master Servicing Agreement, the Backup Servicing Agreement or the SubservicingAgreement or any provision of any of the foregoing without the prior writtenconsent of the Agent.

# ARTICLE 6EVENTS OF DEFAULT AND FACILITY TERMINATION EVENTS

## Section 6.1.            Eventsof Default.  The occurrence of anyone or more of the following events shall constitute an Event of Default:

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

### (b)           A default in thepayment of any principal of the VFN in reduction of the Net Investment when dueand payable;

### (c)           Any representation,warranty, certification, or statement made by the Borrower in this LoanAgreement or in any other document delivered pursuant hereto or other OperativeDocument shall prove to have been incorrect in any material respect when madeor deemed made (other than any representation or warranty of the Borrower withrespect to the Accounts or the eligibility thereof);

### (d)           Failure of theBorrower to pay or deposit any amounts (other than interest or principal due inrespect of the VFN) when required hereunder or under any other OperativeDocument and such default shall continue unremedied for five (5) Business Days;

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

### (f)            Any Event ofBankruptcy shall occur with respect to the Borrower;

### (g)           The Trustee, for thebenefit of the Secured Parties, shall fail to have a valid and first priorityperfected security interest in the Collateral;

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

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###  

### (i)            The amount ondeposit in the Reserve Account fails to reach the Specified Reserve AccountRequirements on or prior to the fifteenth (15th) Remittance Date following the ClosingDate or on or prior to the sixth (6th)Remittance Date following a Reserve Account Event; provided that for theperiod extending six (6) Remittance Dates following each  Take-Out, there shall be no Event of Defaultunder this clause (i) unless the amount on deposit in the Reserve Account shallfail to be equal to or greater than the sum of (A) the Scheduled ReserveAccount Payment for such Remittance Date and (B) $1,000,000;

### (j)            The DelinquencyRatio with respect to the Accounts owned by the Borrower averaged for any three(3) consecutive Collection Periods exceeds 3.5%;

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

### (l)            The Default Ratiowith respect to the Accounts owned by the Borrower averaged for any three (3)consecutive Collection Periods exceeds 6%;

### (m)          The Borrower shallbecome subject to an entity level tax or to registration as an investmentcompany under the Investment Company Act; and

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

## Section 6.2.            FacilityTermination Events.  The occurrenceof any one or more of the following events shall constitute a FacilityTermination Event:

### (a)           Any representation,warranty, certification, or statement made by the Depositor, any EligibleOriginator or the Originator in any of the Operative Documents, shall prove tohave been incorrect in any material respect when made or deemed made (otherthan any representation or warranty with respect to the Accounts or theeligibility thereof);

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

### (c)           The default by anyEligible Originator, the Originator or the Depositor, in the performance of anycovenant or undertaking, (other than, with respect to the Depositor, in itscapacity as Master Servicer) to be performed or observed under any OperativeDocument and such default continues unremedied for thirty (30) days;

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

### (e)           any Person shallinstitute steps to terminate any Pension Plan if the assets of such PensionPlan are insufficient to satisfy all of its benefit liabilities (as determinedunder Title IV of ERISA), or a contribution failure occurs with respect toany Pension Plan which is sufficient to give rise to a lien under Section302(f) of ERISA;

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###  

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

### (g)           an Event of Defaultshall occur.

## Section 6.3.            Remedies.

### (a)           If an Event ofDefault described in Section 6.1(f) hereof shall occur, then the entire unpaidprincipal amount of the VFN, together with accrued and unpaid interest thereon,shall automatically, without any notice, declaration or any other action becomeimmediately due and payable.  If anyother Event of Default shall occur and be continuing, then and in every suchcase the Controlling Party may declare the entire principal of and accruedinterest on the VFN to be immediately due and payable and the Facility TerminationDate to have occurred, by a notice in writing to the Borrower and the Agent,and upon such declaration the entire unpaid principal amount of the VFN,together with accrued and unpaid interest thereon, shall become immediately dueand payable and the Facility Termination Date shall have occurred.  Upon the occurrence of an Event of Default,the Trustee may, and if directed by the Controlling Party, shall, proceed toprotect and enforce its rights and the rights of the Secured Parties, includingits and their rights under the Operative Documents, and to enforce any otherproper remedy or legal or equitable right vested in the Trustee by this LoanAgreement, the CTA Agreement or any other Operative Document or by law, by suchappropriate actions and proceedings as the Trustee shall deem most effective oras so directed.  Upon the declaration ofan Event of Default, the Controlling Party, in addition to all other rights andremedies it has under the Operative Documents, shall have all other rights and remediesprovided under the UCC and all other applicable laws.  The Facility Termination Date shall be deemedto have occurred automatically upon the occurrence of any event described inclause (f) of Section 6.1 with respect to the Borrower.

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

# ARTICLE 7

# INDEMNIFICATION; EXPENSES; RELATED MATTERS

## Section 7.1.            Indemnitiesby the Borrower.  Without limitingany other rights which the Indemnified Parties may have hereunder or underapplicable Law, the Borrower hereby agrees to indemnify the Lender and anycommercial paper issuer that finances the Lender, the Bank Investors, theAgent, the Administrative Trustee and their respective officers, directors,employees, counsel and other agents (collectively, “Indemnified Parties”)from and against any and all damages, losses, claims, liabilities, costs andexpenses, including reasonable attorneys’ fees (which such attorneys may beemployees of the Bank Investors, the Agent, the Lender and any commercial paperissuer that finances the Lender or the Administrative Trustee, as applicable)and disbursements (all of the foregoing being collectively referred to as “Indemnified

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## Amounts”) awarded against or incurred by anyof them in any action or proceeding between the Borrower and any of theIndemnified Parties or between any of the Indemnified Parties and any thirdparty or otherwise arising out of or as a result of this Loan Agreement, theother Operative Documents, the funding or maintenance, either directly orindirectly, by the Agent, the Lender (including through any Program SupportProvider) or any Bank Investor of the Net Investment or any of the othertransactions contemplated hereby or thereby, excluding, however,(i) Indemnified Amounts to the extent resulting from gross negligence orwillful misconduct on the part of such Indemnified Party, or (ii) recourse(except as otherwise specifically provided in this Agreement) for uncollectibleAccounts.  Without limiting thegenerality of the foregoing, the Borrower shall indemnify each IndemnifiedParty for Indemnified Amounts relating to or resulting from:

### (a)           any representationor warranty made by the Borrower, under or in connection with this LoanAgreement, any of the other Operative Documents or any other information orreport delivered by the Borrower pursuant hereto, or pursuant to any of theother Operative Documents which shall have been incomplete, false or incorrectin any respect when made or deemed made;

### (b)           the failure by theBorrower to comply with any applicable Law with respect to any Account, or thenonconformity of any Account with any such applicable Law;

### (c)           the failure tocreate and maintain a valid and perfected first priority security interest infavor of the Trustee, for the benefit of the Secured Parties, in theCollateral, free and clear of any Adverse Claim;

### (d)           the failure to fileor record, or any delay in filing or recording, financing statements,continuation statements, mortgages or other similar instruments or documentsunder the UCC of any applicable jurisdiction or other applicable laws withrespect to any of the Affected Assets;

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

### (f)            reserved;

### (g)           reserved;

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

### (i)            the existence of aBorrowing Base Deficiency;

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###  

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

### (k)           any repayment by anyIndemnified Party of any amount previously distributed in reduction of NetInvestment which such Indemnified Party believes in good faith is required tobe made;

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

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

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

### (o)           any attempt by anyPerson to void, rescind or set-aside any transfer by the Depositor to theBorrower of any Account or Related Security under statutory provisions orcommon law or equitable action, including any provision of the Bankruptcy Codeor other insolvency law;

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

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

### (r)            any liability underthe Home Ownership and Equity Protection Act of 1994, as amended, or similarfederal state or local laws or regulations relating to “high cost” or “predatory”Accounts and otherwise unacceptable Accounts for secondary market transactionsrated by the Rating Agencies.

## Section 7.2.            Indemnityfor Taxes, Reserves and Expenses.

### (a)           If after the ClosingDate, the adoption of any Law or bank regulatory guideline or any amendment orchange in the administration, interpretation or application of any existing orfuture Law or bank regulatory guideline by any Governmental Authority chargedwith the administration, interpretation or application thereof, or thecompliance with any directive of any Governmental Authority (in the case of anybank regulatory guideline, whether or not having the force of Law):

#### (i)                                     shallsubject any Indemnified Party (or its Applicable Lending Office) to any tax,duty or other charge (other than Excluded Taxes, as defined below) with respectto this Loan Agreement, the 

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#### otherOperative Documents, the maintenance or financing of the Net Investment, orpayments of amounts due hereunder, or shall change the basis of taxation ofpayments to any Indemnified Party of amounts payable in respect of this LoanAgreement, the other Operative Documents, the maintenance or financing of theNet Investment, or payments of amounts due hereunder or its obligation toadvance funds hereunder, either directly or through a Program Support Agreementor the credit or liquidity support furnished by a Program Support Provider orotherwise in respect of this Loan Agreement, the other Operative Documents, themaintenance or financing of the Net Investment (except for changes in the rateof general corporate, franchise, net income or other income tax imposed on suchIndemnified Party by the jurisdiction in which such Indemnified Party’sprincipal executive office is located);

#### (ii)                                  shallimpose, modify or deem applicable any reserve, special deposit or similarrequirement (including any such requirement imposed by the Board of Governorsof the Federal Reserve System) against assets of, deposits with or for theaccount of, or credit extended by, any Indemnified Party or shall impose on anyIndemnified Party or on the United States market for certificates of deposit orthe London interbank market any other condition affecting this Loan Agreement,the other Operative Documents, the maintenance or financing of the NetInvestment, or payments of amounts due hereunder or its obligation to advancefunds hereunder, either directly or through a Program Support Agreement or the creditor liquidity support provided by a Program Support Provider or otherwise inrespect of this Loan Agreement, the other Operative Documents, the maintenanceor financing of the Net Investment; or

#### (iii)                               imposesupon any Indemnified Party any other condition or expense (including any lossof margin, reasonable attorneys’ fees and expenses, and expenses of litigationor preparation therefor in contesting any of the foregoing) with respect tothis Loan Agreement, the other Operative Documents, the maintenance orfinancing of the Affected Assets or Net Investment, or payments of amounts duehereunder or its obligation to advance funds, either directly or through aProgram Support Agreement or the credit or liquidity support furnished by aProgram Support Provider or otherwise in respect of this Loan Agreement, theother Operative Documents, the maintenance or financing of the Net Investment,

and the result of any ofthe foregoing is to increase the cost to or to reduce the amount of any sumreceived or receivable by such Indemnified Party with respect to this LoanAgreement, the other Operative Documents, the maintenance or financing of theNet Investment, the Accounts,

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the obligationshereunder, the funding of any Loans hereunder or through Program Support Agreement,by an amount deemed by such Indemnified Party to be material, then, within ten(10) days after demand by such Indemnified Party through the Agent, theBorrower shall pay to the Agent, for the benefit of such Indemnified Party,such additional amount or amounts as will compensate such Indemnified Party forsuch increased cost or reduction.

### (b)           If any IndemnifiedParty shall have determined that after the date hereof, the adoption of anyapplicable Law or bank regulatory guideline regarding capital adequacy, or anychange therein, or any change in the interpretation or administration thereofby any Governmental Authority, or any request or directive regarding capitaladequacy (in the case of any bank regulatory guideline, whether or not havingthe force of law) of any such Governmental Authority, has or would have theeffect of reducing the rate of return on capital of such Indemnified Party (andin the case of the Lender, any Program Support Provider) (or its parent) as aconsequence of such Indemnified Party’s obligations hereunder or with respecthereto to a level below that which such Indemnified Party (and in the case ofthe Lender, any Program Support Provider) (or its parent) could have achievedbut for such adoption, change, request or directive (taking into considerationits policies with respect to capital adequacy) by an amount deemed by suchIndemnified Party to be material, then from time to time, within ten (10) daysafter demand by such Indemnified Party through the Agent, the Borrower shallpay to the Agent, for the benefit of such Indemnified Party, such additionalamount or amounts as will compensate such Indemnified Party (and in the case ofthe Lender, any Program Support Provider) (or its parent) for such reduction.  For the avoidance of doubt, anyinterpretation of Accounting Research Bulletin No. 51 by the FinancialAccounting Standards Board shall constitute an adoption, change, request ordirective subject to this Section 7.2(b).

### (c)           The Agent shallpromptly notify the Borrower in writing of any event of which it has knowledge,occurring after the date hereof, which will entitle an Indemnified Party tocompensation pursuant to this Section 7.2; provided that no failure togive or any delay in giving such notice (so long as such notice is given beforethe day which is one day and a year after the payment in full of alloutstanding Commercial Paper of the Lender or other Indebtedness of the Lender)shall affect the Indemnified Party’s right to receive such compensation.  A notice by the Agent or the applicableIndemnified Party claiming compensation under this Section and setting forththe additional amount or amounts to be paid to it hereunder shall be conclusivein the absence of manifest error.  Indetermining such amount, the Agent or any applicable Indemnified Party may useany reasonable averaging and attributing methods.  The Indemnified Party shall provide theBorrower with reasonably detailed calculations supporting such amounts.

### (d)           Anything in thisSection 7.2 to the contrary notwithstanding, if the Lender enters intoagreements for the acquisition of interests in receivables from one or moreOther Transferors, the Lender shall allocate the liability for any amountsunder this Section 7.2 which are in connection with a Program Support Agreementor the credit or liquidity support provided by a Program Support Provider (“AdditionalCosts”) to the Borrower and each Other Transferor; provided, however,that if such Additional Costs are attributable to the Borrower, the Originator,any Eligible Originator, the Master Servicer or the Back-up Servicer and notattributable to any Other Transferor, the Borrower shall be solely liable forsuch Additional Costs or if such Additional Costs are attributable to OtherTransferors and not attributable to the Borrower, the

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### Originator, the Master Servicer or the Back-up Servicer, such OtherTransferors shall be solely liable for such Additional Costs.  The Lender shall provide the Borrower withwritten notice of any such Additional Costs accompanied by reasonably detailedcalculations supporting such Additional Costs.

## Section 7.3.            Taxes.

### (a)           Any and all payments by the Borrowerunder or in respect of this Loan Agreement or any other related document towhich the Borrower is a party shall be made free and clear of, and withoutdeduction or withholding for or on account of, any and all present or futureincome, excise, stamp, or franchise taxes and any other taxes, levies, fees,duties, imposts, deductions, charges or withholdings, and all liabilities(including penalties, interest and additions to tax) with respect thereto,whether now or hereafter imposed, levied, collected, withheld or assessed byany taxation authority or other Governmental Authority (collectively, “Taxes”),unless required by law.  If the Borrowershall be required under any applicable law to deduct or withhold any Taxes fromor in respect of any sum payable under or in respect of this Loan Agreement orany of the other related documents to an Indemnified Party, then the Borrower shall:

### (i) makeall such deductions and withholdings in respect of the Taxes;

### (ii) paydirectly to the relevant Government Authority the full amount required to bededucted or withheld in respect of such Taxes in accordance with applicablelaw; and

### (iii) payto the applicable Indemnified Party such additional amount or amounts asnecessary to ensure that the net amount actually received by the recipient willequal the full amount such Indemnified Party would have received had nowithholding or deduction for Taxes other than Excluded Taxes been required(including deductions and withholdings applicable to additional sums payableunder this Section 7.3(a)).

### For purposes ofthis Loan Agreement, “Excluded Taxes” shall mean franchise taxes, branchprofits taxes and taxes imposed on or measured by the Indemnified Party’s netincome or gross receipts.

### Moreover, ifany Taxes are directly asserted against any Indemnified Party with respect toany payment received by such Indemnified Party hereunder, the Indemnified Partymay pay such Taxes and the Borrower will promptly pay such additional amounts(including any related penalties, interest or expenses) as shall be necessaryin order that the net amount received by the Indemnified Party after thepayment of such Taxes (including any Taxes on such additional amount) shallequal the amount such Indemnified Party would have received had such Taxes notbeen asserted.

### If theBorrower fails to pay any Taxes when due to the appropriate taxing authority orfails to remit to the applicable Indemnified Party the required receipts orother required documentary evidence, the Borrower shall indemnify theapplicable Indemnified Party for any incremental Taxes, interest, or penaltiesthat may become payable by any Indemnified Party as a result of any suchfailure.

 

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### (b)           Inaddition, the Borrower hereby agrees to pay any present or future stamp,recording, documentary, excise, property or similar taxes, charges or leviesthat arise from any payment made under or in respect of this Loan Agreement orany other related documents or from the execution, delivery or registration of,any performance under, or otherwise with respect to, this Loan Agreement or anyother related documents (collectively, “Other Taxes”).

### (c)           The Borrower hereby agrees toindemnify the applicable Indemnified Parties for, and to hold the applicableIndemnified Parties harmless against, the full amount of Taxes and Other Taxes,and the full amount of Taxes of any kind imposed by any jurisdiction on amountspayable under this Section 7.3, imposed on or paid by such Indemnified Party,as the case may be, and any liability (including penalties, additions to tax,interest and expenses) arising therefrom or with respect thereto.  The indemnity by the Borrower provided for inthis Section 7.3 shall apply and be made whether or not the Taxes or OtherTaxes for which indemnification hereunder is sought have been correctly orlegally asserted.  Amounts payable by theBorrower under the indemnity set forth in this Section 7.3 shall be paid within30 days from the date on which the applicable Indemnified Party makeswritten demand therefore.

### (d)           Within 30 days after the date ofany payment of Taxes or Other Taxes, the Borrower (or any Person making suchpayment on behalf of Borrower) shall furnish to the applicable IndemnifiedParty a certified copy of the original official receipt evidencing paymentthereof.

### (e)           Each Indemnified Party that either(i) is not a United States Person (as such term is defined in Section7701(a)(30) of the Code (a “US Person”)) for United States federalincome tax purposes or (ii) whose name does not include “Incorporated,” “Inc.,”“Corporation,” “Corp.” “P.C.,” “insurance company’” or “assurance company”(each, a “Non-Exempt Party”) shall deliver or caused to be delivered tothe Borrower and the Agent the following properly completed and duly executeddocuments;

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

#### (ii)                                  (x) two properly completed and executed U.S. InternalRevenue Service Forms W-8BEN (or any successor forms thereto), including allappropriate attachments, documenting the status of such Indemnified Party as aNon-U.S. Person or (y) a properly completed and executed U.S. Internal RevenueService Form W-8IMY (with all appropriate attachments) (or any successor formsthereto);

#### (iii)                               twoproperly completed and executed (x) Internal Revenue Service Forms W-9 (or anysuccessor forms thereto), including all appropriate attachments or (y) if suchNon-Exempt Party is disregarded for federal income tax purposes, the documentsthat would be required by clause (i), (ii), (iii), or (iv) with respect to its 

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#### beneficial owner if such beneficial ownerwere the applicable Indemnified Party; or

#### (iv)                              twoproperly completed and executed (x) Internal Revenue Service Forms W-8IMY (orany successor forms thereto) (including all required documents and attachments)and (y) without duplication, with respect to each of its beneficial owners andthe beneficial owners of such beneficial owners looking through chains ofowners to individuals or entities that are treated as corporations for U.S.federal income tax purposes (all such owners, “beneficial owners”), thedocuments that would be required by clause (i), (ii), (iii), and/or (iv) withrespect to each such beneficial owner if such beneficial owner were theapplicable Indemnified Party; provided, however, that no such documents will berequired with respect to a beneficial owner to the extent the actualIndemnified Party is determined to be in compliance with the requirements forcertification on behalf of its beneficial owner as may be provided inapplicable U.S. Treasury Regulations, or the requirements of this clause (iv)are otherwise determined to be unnecessary, all such determinations under thisclause (iv) to be made in the reasonable discretion of Borrower.

Such documents shall bedelivered by each Indemnified Party on or before the date it becomes a party tothis Loan Agreement and on or before the date, if any, such Indemnified Partychanges its Applicable Lending Office by designating a different lendingoffice.  In addition, each IndemnifiedParty shall deliver to cause to be delivered such Forms and /or Certificatespromptly upon or before the expiration, obsolescence or invalidity of anydocument previously delivered by such Indemnified Party.  Notwithstanding any other provision of thisSection 7.3, no Indemnified Party shall be required to deliver any documentpursuant to this Section 7.3 that such Indemnified Party is not legally able todeliver.

### (f)            For any period with respect to whichany Indemnified Party has failed to provide the Borrower with the appropriateform, certificate or other document described in Section 7.3(e) (otherthan (i) if such failure is due to a change in any applicable law, or inthe interpretation or application thereof, occurring after the date on which aform, certificate or other document originally was required to be provided,(ii) if such form, certificate or other document otherwise is not requiredunder Section 7.3(e) or (iii) ifit is legally inadvisable or otherwise commercially disadvantageous for suchIndemnified Party to deliver such form, certificate or other document),such Indemnified Party shall not be entitled to payment or indemnificationunder Section 7.3(a), (b) or (c) with respect to Taxes imposed by the UnitedStates by reason of such failure. Should an Indemnified Party become subject toTaxes because of its failure to deliver a form, certificate or other documentrequired by Section 7.3(e), the Borrower shall take such steps as suchIndemnified Party shall reasonably request to assist such Indemnified Party inrecovering such Taxes.

### (g)           The Lender hereby agrees that, uponthe occurrence of any circumstances entitling such Lender to additional amountspursuant to this Section 7.3, such Lender shall use reasonable efforts(consistent with its internal policy and legal and regulatory restrictions), atthe 

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### sole expense of the Borrower, to designate adifferent Applicable Lending Office if the making of such a change would avoidthe need for, or materially reduce the amount of, any such additional amountsthat may thereafter accrue and would not be, in the sole judgment of suchLender, legally advisable or commercially or otherwise disadvantageous to suchLender in any respect.

### (h)           An applicable Indemnified Party shalltake all reasonable actions (consistent with its internal policy and legal andregulatory restrictions) requested by Borrower to assist Borrower, as the casemay be, at the sole expense of Borrower, to recover from the relevant taxationauthority or other Governmental Authority any Taxes in respect of which amountswere paid by Borrower pursuant to Section 7.3(a), (b) or (c).  However, the applicable Indemnified Partywill not be required to take any action that would not be, in the sole judgmentof such Indemnified Party, legally advisable, or would be commercially orotherwise disadvantageous to such Indemnified Party in any respect, and in noevent shall such Indemnified Party be required to disclose any tax returns orany other information that, in the sole judgment of such Indemnified Party, isconfidential.

### (i)            The Borrower shall not be requiredto indemnify any Indemnified Party or to pay any additional amounts to anyIndemnified Party in respect of any U.S. federal income or withholding taxpursuant to this Section 7.3 to the extent that the obligation to withhold anyamounts with respect to U.S. federal income tax existed on the date suchIndemnified Party became a party to this Loan Agreement (unless suchwithholding would not occur if the forms and/or certificates in Section 7.3(e)were provided) or is incurred because of the merger or consolidation of theapplicable Indemnified Party, after which such merger or consolidation theapplicable Indemnified Party no longer exists.

## Section 7.4.            OtherCosts and Expenses; Breakage Costs.

### (a)           The Borrower agrees,upon receipt of a written invoice, to cause to be paid, and to save the Lender,the Bank Investors and the Agent harmless against liability for the payment of,all reasonable out-of-pocket expenses (including reasonable attorneys’ fees andexpenses, any filing fees and expenses incurred by officers or employees of theLender, any Bank Investor and/or the Agent) or intangible, documentary orrecording taxes incurred by or on behalf of the Lender, any Bank Investor orthe Agent (i) in connection with the preparation, negotiation, executionand delivery of this Loan Agreement, the other Operative Documents and anydocuments or instruments delivered pursuant hereto and thereto and the transactionscontemplated hereby or thereby (including the perfection or protection of theCollateral) and (ii) from time to time (A) relating to anyamendments, waivers or consents under this Loan Agreement and the otherOperative Documents, (B) arising in connection with the Lender’s, any BankInvestor’s or the Agent’s enforcement or preservation of rights (including theperfection and protection of the Collateral under the CTA Agreement and thisLoan Agreement) or (C) arising in connection with any audit, dispute,disagreement, litigation or preparation for litigation involving this LoanAgreement or any of the other Operative Documents (all of such amounts,collectively, “Transaction Costs”).

### (b)           The Borrower shallpay the Lender or the Bank Investors, as applicable, on demand an EarlyCollection Fee due on account of the reduction of the Net Investment on a dayprior to a Remittance Date.

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### (c)           The Borrower shallpay the Agent for the account of the Lender and the Bank Investors, asapplicable, on demand, such amount or amounts as shall compensate the Lendersand any Bank Investors for any loss, cost or reasonable expense incurred by theLender or Bank Investors (as reasonably determined by the Agent) as a result ofany reduction of any portion of any Loan other than on the maturity date of theCommercial Paper (or other financing source) funding such portion of any Loan,such compensation to be (i) limited to an amount equal to any loss or expensesuffered by the Lender or the Bank Investors during the period from the date ofreceipt of such repayment to (but excluding) the maturity date of suchCommercial Paper (or other financing source) and (ii) net of the income, ifany, received by the recipient of such reductions from investing the proceedsof such reductions of such portion of any Loan. The determination by the Agent of the amount of any such loss or expenseshall be set forth in a written notice to the Borrower in reasonable detail andshall be conclusive, absent manifest error and shall be accompanied by reasonablyappropriate back-up materials with respect to such amounts.

### (d)           The Lender, or itsagent, shall maintain a register (the “Register”) on which it willrecord the Lender’s rights hereunder, and each Assignment and AssumptionAgreement.  The Register shall includethe names and addresses of the Lender (including all assignees and successors)and the percentage or portion of such rights and obligations assigned.

## Section 7.5.            Payment.  All amounts required to be paid by theBorrower under this Article VII (other than legal fees to be paid on theClosing Date pursuant to Section 7.4(a)(i)) shall be paid from the fundsspecified in and in accordance with Section 4.1(d)(viii) and (ix) of the CTAAgreement.

# ARTICLE 8

# MISCELLANEOUS

## Section 8.1.            Termof Agreement.  This Loan Agreementshall terminate following the Facility Termination Date when the Net Investmenthas been reduced to zero, all accrued Discount has been paid in full, all otheramounts due under this Loan Agreement have been paid in full and all otherAggregate Unpaids have been paid in full; provided, however, that(i) the rights and remedies of the Agent, the Administrative Trustee, the BankInvestors or the Lender with respect to any representation and warranty made ordeemed to be made by Borrower pursuant to this Loan Agreement, (ii) theindemnification and payment provisions of Article VII and (iii) the agreementset forth in Sections 8.9, 8.10 and 8.11 hereof, shall be continuing and shallsurvive any termination of this Loan Agreement.

## Section 8.2.            Waivers;Amendments.

### (a)           No failure or delayon the part of the Agent, the Administrative Trustee, any Bank Investor or theLender in exercising any power, right, or remedy under this Loan Agreementshall operate as a waiver thereof, nor shall any single or partial exercise ofany such power, right, or remedy preclude any other further exercise thereof orthe exercise of any other power, right, or remedy.  The rights and remedies herein provided shallbe cumulative and nonexclusive of any rights or remedies provided by law.

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### (b)           Any provision ofthis Loan Agreement may be amended or waived if, but only if, such amendment isin writing and is signed by the Borrower, the Agent, the Majority Investors andthe Lender; provided that no such amendment or waiver shall, unless signed byeach Bank Investor directly affected thereby, (i) increase the Commitment of aBank Investor, (ii) reduce the Net Investment or rate of Discount to accruethereon or any fees or other amounts payable hereunder, (iii) postpone any datefixed for the payment of any scheduled distribution in respect of the NetInvestment or Discount with respect thereto or any fees or other amountspayable hereunder or for termination of any Commitment, (iv) change thepercentage of the Commitments of Bank Investors which shall be required for theBank Investors or any of them to take any action under this Section or anyother provision of this Loan Agreement, (v) release all or substantiallyall of the property with respect to which a security or ownership interesttherein has been granted hereunder to the Agent or the Bank Investors or (vi)extend or permit the extension of the Scheduled Termination Date (it beingunderstood that a waiver of an Event of Default shall not constitute anextension or increase in the Commitment of any Bank Investor).  In the event the Agent requests a BankInvestor’s consent pursuant to the foregoing provisions and the Agent does notreceive a consent (either positive or negative) from such Bank Investor withinten (10) Business Days of such Bank Investor’s receipt of such request, thensuch Bank Investor (and its percentage interest hereunder) shall be disregardedin determining whether the Agent shall have obtained sufficient consenthereunder.

## Section 8.3.            Notices.  Except as provided below, all communicationsand notices provided for hereunder shall be in writing (including facsimile orelectronic transmission or similar writing) and shall be given to the otherparty at its address or facsimile number set forth below or at such otheraddress or facsimile number as such party may here-after specify for thepurposes of notice to such party.  Eachsuch notice or other communication shall be effective (a) if given byfacsimile, when such facsimile is transmitted to the facsimile number specifiedin this Section and confirmation is received, (b) if given by mail three (3)Business Days following such posting, (c) if given by overnight courier, one(1) Business Day after deposit thereof with a national overnight courier service,or (d) if given by any other means, when received at the address specified inthis Section 8.3, provided that a Borrowing Request shall only beeffective upon receipt by the Agent. However, anything in this Section 8.3 to the contrary notwithstanding,the Borrower hereby authorizes the Agent, the Bank Investors and the Lender toeffect Loans and Rate Period selections and to make Eligible Investments basedon telephonic notices made by any Person which the Agent in good faith believesto be acting on behalf of the Borrower. The Borrower agrees to deliver promptly to the Agent a writtenconfirmation of each telephonic notice signed by an Authorized Officer of theBorrower.  However, the absence of suchconfirmation shall not affect the validity of such notice.  If the written confirmation differs in anymaterial respect from the action taken by the Agent, the records of the Agentshall govern absent manifest error.

If to the Lender:

Three Pillars Funding LLC

303 Peachtree Street, 24th FloorAtlanta, Georgia 30308

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Attention: Robert S. AshcomTelephone:  (404)532-0304Telecopy:  (404)813-5000

(with a copy to the Administrative Trustee)

If to the Borrower:

Mid-State Trust XIVc/o Wilmington Trust Company, Owner Trustee1100 North Market StreetWilmington, Delaware 19890-1600Attention:  Corporate TrustAdministrationTelephone:  (302)651-1000Telecopy:  (302)636-4140

Payment Information:

Bank:  WachoviaABA # :  063000021Acct. Name: Mid-State Trust XIVAcct. #: 2050000577196Ref: Mid-State Trust XIV / Three Pillars Funding LLC

with a copy to:

Mid-State Homes, Inc.4211 W. Boy Scout BoulevardTampa, Florida  33607Attention:  General CounselTelephone:  (813) 871-4120Telecopy:  (813) 871-4430

If to the Trustee:

The Bank of New York101 Barclay Street, 8 WestNew York, New York 10286Attention:  Corporate TrustAdministration - Mid-State XIVTelephone:  (212)815-6140Telecopy: (212)815-3986

 

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If to the Custodian:

Treasury Bank, a division of Countrywide Bank N.A.4100 E. Los Angeles AvenueSimi Valley, California 93063Attention:              Teresita QueTelephone:            (805) 577-6028Facsimile:               (805) 577-6069

If to the Agent, Administrative Trustee or Bank Investor:

SunTrust Capital Markets, Inc.303 Peachtree StreetMail Code 3950Atlanta, Georgia  30308Attention:  Asset SurveillanceTelephone:  (404) 658-4568Telecopy:  (404) 813-5000E-mail: TPFC.AssetManagement@suntrust.com

Payment Information:

Bank: SunTrust Banks

ABA# 061000104

Acct# 8800171236

Acct. Name: Three Pillars Funding LLC

Attn: Janice Taylor

Reference: Mid-State Trust XIV

## Section 8.4.            GoverningLaw; Submission to Jurisdiction; Integration.

### (a)           THIS LOAN AGREEMENTSHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEW YORK.  THE BORROWER HEREBY SUBMITS TOTHE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THESOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THECITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF ORRELATING TO THIS LOAN AGREEMENT, ANY OTHER OPERATIVE DOCUMENT OR THETRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE BORROWER HEREBY IRREVOCABLYWAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH ITMAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDINGBROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCHA COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING IN THIS SECTION 8.4 SHALL AFFECTTHE RIGHT OF THE AGENT, THE ADMINISTRATIVE TRUSTEE, THE LENDER OR ANY BANKINVESTOR TO BRING ANY ACTION OR 

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### PROCEEDING AGAINST THE BORROWER, OR ANY OF ITS PROPERTY IN THE COURTSOF OTHER JURISDICTIONS.

### (b)           EACH OF THE PARTIESHERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANYDISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEMARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIPBETWEEN THEM IN CONNECTION WITH THIS LOAN AGREEMENT OR THE OTHER OPERATIVEDOCUMENTS.

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

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

## Section 8.6.            Successorsand Assigns.

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

### (b)           Any Bank Investormay assign all or any portion of its Commitment and its interest in the NetInvestment and its other rights and obligations hereunder to any Person withthe written approval of the Administrative Trustee, on behalf of the Lender,the Agent and, if such assignee is not an Affiliate of the Agent, thereasonable consent of the Borrower.  SuchPerson shall, upon the execution of the Assignment and Assumption Agreementreferred to below, become a Bank Investor hereunder.  In connection with any such assignment, theassignor shall deliver to the assignee(s) an Assignment and AssumptionAgreement, duly executed, assigning to such assignee a pro rata interest insuch assignor’s Commitment and other obligations hereunder and in the NetInvestment and other rights hereunder, and such assignor shall promptly executeand deliver all further instruments and documents, and take all further action,that the assignee may reasonably request, in order to protect, or more fully evidencethe assignee’s right, title and interest in and to such interest and to enablethe Agent, on behalf of 

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### such assignee, to exercise or enforce any rights hereunder and underthe other Operative Documents to which such assignor is or, immediately priorto such assignment, was a party.  Uponany such assignment, (i) the assignee shall have all of the rights andobligations of the assignor hereunder and under the other Operative Documentsto which such assignor is or, immediately prior to such assignment, was a partywith respect to such assignor’s Commitment and interest in the Net Investmentfor all purposes of this Loan Agreement and under the other Operative Documentsto which such assignor is or, immediately prior to such assignment, was a partyand (ii) the assignor shall have no further obligations with respect to theportion of its Commitment which has been assigned and shall relinquish itsrights with respect to the portion of its interest in the Net Investment whichhas been assigned for all purposes of this Loan Agreement and under the otherOperative Documents to which such assignor is or, immediately prior to suchassignment, was a party.  No suchassignment shall be effective unless a fully executed copy of the relatedAssignment and Assumption Agreement shall be delivered to the Agent and theBorrower.  Upon execution, the Agentshall deliver a copy of the related Assignment and Assumption Agreement to theTrustee.  All costs and expenses of theAgent incurred in connection with any assignment hereunder shall be borne bythe Bank Investor and such assignee.  NoBank Investor shall assign any portion of its Commitment hereunder without alsosimultaneously assigning an equal portion of its interest in the ProgramSupport Agreement to which it is a party or under which it has acquired aparticipation.

### (c)           By executing anddelivering an Assignment and Assumption Agreement, the assignor and assigneethereunder confirm to and agree with each other and the other parties hereto asfollows: (i) other than as provided in such Assignment and AssumptionAgreement, the assignor makes no representation or warranty and assumes noresponsibility with respect to any statements, warranties or representationsmade in or in connection with this Loan Agreement, the other OperativeDocuments or any other instrument or document furnished pursuant hereto orthereto or the execution, legality, validity, enforceability, genuineness,sufficiency or value or this Loan Agreement, the other Operative Documents orany such other instrument or document; (ii) the assignor makes norepresentation or warranty and assumes no responsibility with respect to thefinancial condition of the Borrower, any Eligible Originator, the Originator,the Depositor, the Back-up Servicer or the Master Servicer or the performanceor observance by the Borrower, any Eligible Originator, the Originator, theDepositor, the Master Servicer or the Back-up Servicer of any of theirrespective obligations under this Loan Agreement, the other Operative Documentsor any other instrument or document furnished pursuant hereto; (iii) suchassignee confirms that it has received a copy of this Loan Agreement, eachother Operative Document and such other instruments, documents and informationas it has deemed appropriate to make its own credit analysis and decision toenter into such Assignment and Assumption Agreement and to purchase suchinterest; (iv) such assignee will, independently and without reliance upon theAgent, or any of its Affiliates, or the assignor and based on such agreements,documents and information as it shall deem appropriate at the time, continue tomake its own credit decisions in taking or not taking action under this LoanAgreement and the other Operative Documents; (v) such assignee appoints andauthorizes the Agent to take such action as agent on its behalf and to exercisesuch powers under this Loan Agreement, the other Operative Documents and anyother instrument or document furnished pursuant hereto or thereto as aredelegated to the Agent by the terms hereof or thereof, together with suchpowers as are reasonably incidental thereto and to enforce its respectiverights and interests in and under this Loan Agreement, the other OperativeDocuments and the Affected Assets; (vi) such assignee agrees that it willperform in accordance 

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### with their terms all of the obligations which by the terms of this LoanAgreement and the other Operative Documents are required to be performed by itas the assignee of the assignor; and (vii) such assignee agrees that it willnot institute against the Lender any proceeding of the type referred to inSection 8.10 prior to the date which is one year and one day after the paymentin full of all Commercial Paper issued by the Lender.

## Section 8.7.            Waiverof Confidentiality.  The Borrowerhereby consents to the disclosure of any non-public information with respect toit received by the Lender, the Agent, any Bank Investor or the AdministrativeTrustee (A) to any of the Lender, any nationally recognized rating agency ratingthe Lender’s commercial paper, the Agent, the Liquidity Provider, the Dealers,or the Credit Support Provider, any other Bank Investor, any dealer orplacement agent of or depositary for the Lender’s Commercial Paper or any ofsuch Person’s counsel or accountants in relation to this Loan Agreement or (B)to such other Persons in connection with the enforcement by any such Person ofits rights hereunder or under any other Operative Document.  Such consent shall not extend to informationconcerning any Affiliate of the Borrower.

## Section 8.8.            ConfidentialityAgreement.

### (a)           The Borrower herebyagrees that it will not disclose the contents of this Loan Agreement or anyother proprietary or confidential information of the Lender, any Bank Investor,the Agent, the Custodian, the Trustee, the Administrative Trustee, theLiquidity Provider or the Credit Support Provider to any other Person except(i) its auditors and attorneys, employees or financial advisors (otherthan any commercial bank), and any nationally recognized rating agency,provided such auditors, attorneys, employees, financial advisors, or ratingagencies are informed of the highly confidential nature of such information or(ii) as otherwise required by applicable law or order of a court of competentjurisdiction.

### (b)           The Lender, the BankInvestors, the Agent, the Custodian, the Trustee and the Administrative Trusteeeach hereby agrees that it will not disclose the contents of this LoanAgreement or any other proprietary or confidential information of the Borroweror any Affiliate of the Borrower obtained solely due to its participation inthe transactions governed by this Loan Agreement and the Operative Documents toany other Person except (i) its auditors and attorneys, employees orfinancial advisors (other than any commercial bank), and any nationallyrecognized rating agency, provided such auditors, attorneys, employees,financial advisors, or rating agencies are informed of the highly confidentialnature of such information, (ii) as otherwise required by applicable lawor order of a court of competent jurisdiction or (iii) as permittedpursuant to Section 8.7.

## Section 8.9.            Liabilityof Owner Trustee.  It is expresslyunderstood and agreed by the parties hereto that (a) this Loan Agreement is executedand delivered by Wilmington Trust Company, not individually or personally butsolely as Owner Trustee under the Trust Agreement, in the exercise of thepowers and authority conferred and vested in it as the Owner Trustee, (b) eachof the representations, undertakings and agreements herein made on the part ofthe Borrower is made and intended not as personal representations, undertakingsand agreements by Wilmington Trust Company but is made and intended for thepurpose for binding only the Borrower, (c) nothing herein contained shall beconstrued as creating any liability on 

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## Wilmington Trust Company, individually or personally, to perform anycovenant either expressed or implied contained herein, all such liability, ifany, being expressly waived by the other parties hereto and by any Personclaiming by, through or under such parties and (d) under no circumstances shallWilmington Trust Company be personally liable for the payment of anyindebtedness or expenses of the Borrower or be liable for the breach or failureof any obligation, representation, warranty or covenant made or undertaken bythe Borrower under this Loan Agreement.

## Section 8.10.          NoBankruptcy Petition Against the Lender. The Borrower hereby covenants and agrees that, prior to the date whichis one (1) year and one (1) day after the payment in full of all outstandingCommercial Paper or other indebtedness of the Lender, it will not instituteagainst, or join any other Person in instituting against, the Lender anybankruptcy, reorganization, arrangement, insolvency, or liquidation proceedingsor other similar proceeding under the laws of the United States or any state ofthe United States.

## Section 8.11.          NoRecourse Against Lender. Notwithstanding anything to the contrary contained in this LoanAgreement, the obligations of the Lender under this Loan Agreement and allother Operative Documents are solely the corporate obligations of the Lenderand shall be payable solely to the extent of funds received from the Borrowerin accordance herewith or from any party to any Operative Document inaccordance with the terms thereof in excess of funds necessary to pay maturedand maturing Commercial Paper.

## Section 8.12.          Assignmentby Lender to Conduit Assignee.

### (a)           Without limitingSection 2.13 or 8.6 hereof, the Lender may, from time to time, with prior orconcurrent notice to the Borrower and the Master Servicer, in one transactionor a series of transactions, assign all or a portion of the Net Investment andits rights and obligations under this Loan Agreement and any other OperativeDocuments to which it is a party to a Conduit Assignee.  Upon and to the extent of such assignment bythe Lender to a Conduit Assignee, (i) such Conduit Assignee shall be the ownerof the assigned portion of the Net Investment, (ii) the related administratorfor such Conduit Assignee will act as the Administrative Trustee for suchConduit Assignee, with all corresponding rights and powers, express or implied,granted to the Administrative Trustee hereunder or under the other OperativeDocuments, (iii) such Conduit Assignee and its liquidity support provider(s)and credit support provider(s) and other related parties shall have the benefitof all the rights and protections provided to the Lender and its ProgramSupport Provider(s) herein and in the other Operative Documents (including anylimitation on recourse against such Conduit Assignee or related parties, anyagreement not to file or join in the filing of a petition to commence aninsolvency proceeding against such Conduit Assignee, and the right to assign toanother Conduit Assignee as provided in this paragraph), (iv) such ConduitAssignee shall assume all (or the assigned or assumed portion) of the Lender’sobligations, if any, hereunder or any other Operative Document, and the Lendershall be released from such obligations, in each case to the extent of suchassignment, and the obligations of the Lender and such Conduit Assignee shallbe several and not joint, (v) all distributions in respect of the NetInvestment shall be made to the applicable agent or Administrative Trustee, asapplicable, on behalf of the Lender and such Conduit Assignee on a pro ratabasis according to their respective interests, (vi) the definition of the term “CPRate” with respect to the portion of the Net Investment funded withcommercial paper 

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### issued by the Lender from time to time shall be determined in themanner set forth in the definition of “CP Rate” applicable to the Lenderon the basis of the interest rate or discount applicable to commercial paperissued by such Conduit Assignee (rather than the Lender), (vii) the definedterms and other terms and provisions of this Loan Agreement and the otherOperative Documents shall be interpreted in accordance with the foregoing, and(viii) if requested by the Agent or Administrative Trustee with respect to theConduit Assignee, the parties will execute and deliver such further agreementsand documents and take such other actions as the Agent or such AdministrativeTrustee may reasonably request to evidence and give effect to theforegoing.  No assignment by the Lenderto a Conduit Assignee of all or any portion of the Net Investment shall in anyway diminish the related Bank Investors’ obligation under Section 2.3 to fundany Investment not funded by the Lender or such Conduit Assignee or to acquirefrom the Lender or such Conduit Assignee all or any portion of the NetInvestment pursuant to Section 2.13. The Agent shall promptly notify the Trustee of any such assignment.

### (b)           In the event that theLender makes an assignment to a Conduit Assignee in accordance with clause (a)above, the Bank Investors: (i) if requested by the Agent, shall terminate theirparticipation in the applicable Program Support Agreement to the extent of suchassignment, (ii) if requested by the Agent, shall execute (either directly orthrough a participation agreement, as determined by the Administrative Trustee)the program support agreement related to such Conduit Assignee, to the extentof such assignment, the terms of which shall be substantially similar to thoseof the participation or other agreement entered into by such Bank Investor withrespect to the applicable Program Support Agreement (or which shall beotherwise reasonably satisfactory to SunTrust Capital Markets, Inc. and theBank Investors), (iii) if requested by the Lender, shall enter into suchagreements as requested by the Lender pursuant to which they shall be obligatedto provide funding to the Conduit Assignee on substantially the same terms andconditions as is provided for in this Loan Agreement in respect of the Lender(or which agreements shall be otherwise reasonably satisfactory to the Lenderand the Bank Investors), and (iv) shall take such actions as the Agent shallreasonably request in connection therewith.

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

# ARTICLE9

# THEAGENT

## Section 9.1.            Appointmentand Authorization of Agent.  EachBank Investor and the Lender hereby irrevocably appoints, designates andauthorizes the Agent to take such action on its behalf under the provisions ofthis Loan Agreement and each other Operative Document and to exercise suchpowers and perform such duties as are expressly delegated to the Agent by theterms of this Loan Agreement and any other Operative Document, together withsuch other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrarycontained elsewhere in this Loan Agreement or in any other Operative Document,the Agent shall not have any duties or responsibilities, except those expresslyset forth in this Loan 

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## Agreement, nor shall the Agent have or be deemed to have any fiduciaryrelationship with the Lender or any Investor, and no implied covenants,functions, responsibilities, duties, obligations or liabilities shall be read intothis Loan Agreement or any other Operative Document or otherwise exist againstthe Agent.  Without limiting thegenerality of the foregoing sentence, the use of the term “agent” in this LoanAgreement with reference to the Agent is not intended to connote any fiduciaryor other implied (or express) obligations arising under agency doctrine of anyapplicable Law.  Instead, such term isused merely as a matter of market custom, and is intended to create or reflect onlyan administrative relationship between independent contracting parties.

## Section 9.2.            Delegationof Duties.  The Agent may execute anyof its duties under this Loan Agreement or any other Operative Document by orthrough agents, employees or attorneys-in-fact and shall be entitled to advice ofcounsel concerning all matters pertaining to such duties.  The Agent shall not be responsible for thenegligence or misconduct of any agent or attorney-in-fact that it selects withreasonable care.

## Section 9.3.            Liabilityof Agent.  No Agent-Related Personshall (a) be liable for any action taken or omitted to be taken by any of themunder or in connection with this Loan Agreement or any other Operative Documentor the transactions contemplated hereby (except for its own gross negligence orwillful misconduct), or (ii) be responsible in any manner to any Investor forany recital, statement, representation or warranty made by the Borrower, anyEligible Originator, the Originator, the Depositor, the Master Servicer or theBack-up Servicer, or any officer thereof, contained in this Loan Agreement orin any other Operative Document, or in any certificate, report, statement orother document referred to or provided for in, or received by the Agent underor in connection with, this Loan Agreement or any other Operative Document, orthe validity, effectiveness, genuineness, enforceability or sufficiency of thisLoan Agreement or any other Operative Document, or for any failure of theBorrower, any Eligible Originator, the Originator, the Depositor, the MasterServicer, or the Back-up Servicer or any other party to any Operative Documentto perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under anyobligation to the Lender or any Bank Investor to ascertain or to inquire as tothe observance or performance of any of the agreements contained in, orconditions of, this Loan Agreement or any other Operative Document, or toinspect the properties, books or records of the Borrower, any EligibleOriginator, the Originator, the Depositor, the Master Servicer, the Back-upServicer or any of their respective Affiliates.

## Section 9.4.            Relianceby Agent.

### (a)           The Agent shall beentitled to rely, and shall be fully protected in relying, upon any writing,resolution, notice, consent, certificate, affidavit, letter, telegram,facsimile, telex or telephone message, statement or other document orconversation believed by it to be genuine and correct and to have been signed,sent or made by or on behalf of the proper Person or Persons, and upon adviceand statements of legal counsel (including counsel to the Borrower, anyEligible Originator, the Originator, the Depositor, the Master Servicer and theBack-up Servicer), independent accountants and other experts selected by theAgent.  The Agent shall be fullyjustified in failing or refusing to take any action under this Loan Agreementor any other Operative Document unless it shall first receive such advice orconcurrence of the Majority Investors as it deems appropriate and, if it sorequests, it shall first be indemnified to its 

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### satisfaction by the Lender and the Bank Investors against any and allliability and expense which may be incurred by it by reason of taking orcontinuing to take any such action.  TheAgent shall in all cases be fully protected in acting, or in refraining fromacting, under this Loan Agreement or any other Operative Document in accordancewith a request or consent of the Majority Investors or, if required hereunder,all Investors and such request and any action taken or failure to act pursuantthereto shall be binding upon all of the Investors.

### (b)           For purposes ofdetermining compliance with the conditions specified in Article V, theLender and each Bank Investor that has executed this Loan Agreement shall bedeemed to have consented to, approved or accepted or to be satisfied with, eachdocument or other matter either sent by the Agent to the Lender or such BankInvestor for consent, approval, acceptance or satisfaction, or requiredthereunder to be consented to or approved by or acceptable or satisfactory tothe Lender or such Bank Investor.

## Section 9.5.            Noticeof Potential Event of Default, Event of Default Facility, Termination Event orServicer Default.  The Agent shallnot be deemed to have knowledge or notice of the occurrence of a PotentialEvent of Default, an Event of Default, Facility Termination Event or a ServicerDefault, unless the Agent has received written notice from the Lender, a BankInvestor or the Borrower referring to this Loan Agreement, describing suchPotential Event of Default, an Event of Default, Facility Termination Event orServicer Default and stating that such notice is a “Notice of PotentialEvent of Default,” “Notice of Event of Default”, “Notice ofFacility Termination Date” or “Notice of Servicer Default,” asapplicable.  The Agent will notify theBank Investors and the Borrower of its receipt of any such notice.  The Agent shall (subject to Section 9.4) takesuch action with respect to such Potential Event of Default, Event of Default,Facility Termination Event or Servicer Default as may be requested by theMajority Investors, provided, however, that, unless and until theAgent shall have received any such request, the Agent may (but shall not beobligated to) take such action, or refrain from taking such action, withrespect to such Potential Event of Default, Event of Default or ServicerDefault as it shall deem advisable or in the best interest of the Lender andthe Bank Investors.

## Section 9.6.            CreditDecision; Disclosure of Information by the Agent.  Each Bank Investor and the Lenderacknowledges that none of the Agent-Related Persons has made any representationor warranty to it, and that no act by the Agent hereinafter taken, includingany consent to and acceptance of any assignment or review of the affairs of theBorrower, the Master Servicer, the Back-up Servicer, the Originator, anyEligible Originator, the Depositor or any of their respective Affiliates, shallbe deemed to constitute any representation or warranty by any Agent-RelatedPerson to any Bank Investor or the Lender as to any matter, including whetherthe Agent-Related Persons have disclosed material information in theirpossession.  Each Bank Investor and theLender, including any Bank Investor by assignment, represents to the Agent thatit has, independently and without reliance upon any 

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## Agent-Related Person and based on such documents and information as ithas deemed appropriate, made its own appraisal of and investigation into thebusiness, prospects, operations, property, financial and other condition andcreditworthiness of the Borrower, the Master Servicer, the Back-up Servicer,the Originator, each Eligible Originator, the Depositor or their respectiveAffiliates, and all applicable bank regulatory laws relating to the transactionscontemplated hereby, and made its own decision to enter into this LoanAgreement and to extend credit to the Borrower hereunder.  Each Bank Investor and the Lender alsorepresents that it shall, independently and without reliance upon any Agent-RelatedPerson and based on such documents and information as it shall deem appropriateat the time, continue to make its own credit analysis, appraisals and decisionsin taking or not taking action under this Loan Agreement and the otherOperative Documents, and to make such investigations as it deems necessary toinform itself as to the business, prospects, operations, property, financialand other condition and creditworthiness of the Borrower, the Master Servicer,the Back-up Servicer, each Eligible Originator, the Depositor or theOriginator.  Except for notices, reportsand other documents expressly herein required to be furnished to the BankInvestors and the Lender by the Agent herein, the Agent shall not have any dutyor responsibility to provide any Investor with any credit or other informationconcerning the business, prospects, operations, property, financial and othercondition or creditworthiness of the Borrower, the Master Servicer, the Back-upServicer, the Originator, each Eligible Originator, the Depositor or theirrespective Affiliates which may come into the possession of any of theAgent-Related Persons.

## Section 9.7.            Indemnificationof the Agent.  Whether or not thetransactions contemplated hereby are consummated, the Bank Investors shall indemnifyupon demand each Agent-Related Person (to the extent not reimbursed by or onbehalf of the Borrower and without limiting the obligation of the Borrower todo so), pro rata, and hold harmless each Agent-Related Person from and againstany and all Indemnified Amounts incurred by it; provided, however,that no Bank Investor shall be liable for the payment to any Agent-RelatedPerson of any portion of such Indemnified Amounts resulting from such Person’sgross negligence or willful misconduct; provided, however, thatno action taken in accordance with the directions of the Majority Investorsshall be deemed to constitute gross negligence or willful misconduct forpurposes of this Section.  Withoutlimitation of the foregoing, each Bank Investor shall reimburse the Agent upondemand for its ratable share of any costs or out-of-pocket expenses (includingattorney’s fees) incurred by the Agent in connection with the preparation,execution, delivery, administration, modification, amendment or enforcement(whether through negotiations, legal proceedings or otherwise) of, or legaladvice in respect of rights or responsibilities under, this Loan Agreement, anyother Operative Document, or any document contemplated by or referred toherein, to the extent that the Agent is not reimbursed for such expenses by oron behalf of the Borrower.  Theundertaking in this Section 9.7 shall survive payment of all Aggregate Unpaidsand the resignation or replacement of the Agent.

## Section 9.8.            Agentin Individual Capacity.  SunTrustCapital Markets, Inc. (and any successor acting as Agent) and its Affiliatesmay make loans to, issue letters of credit for the account of, accept depositsfrom, acquire equity interests in and generally engage in any kind of banking,trust, financial advisory, underwriting or other business with any of theBorrower, the Originator, any Eligible Originator, the Depositor, the MasterServicer and the Back-up Servicer or any of their Subsidiaries or Affiliates asthough SunTrust Capital Markets, Inc. were not the Agent or a Bank Investorhereunder and without notice to or consent of the Lender or the BankInvestors.  The Bank Investorsacknowledge that, pursuant to such activities, SunTrust Capital Markets, Inc.or its Affiliates may receive information regarding the Borrower, theOriginator, the Master Servicer, each Eligible Originator, the Depositor ortheir respective Affiliates (including information that may be subject toconfidentiality obligations in favor of such Person) and acknowledge that the Agentshall be under no obligation to provide such information to them.  With respect to its Commitment, SunTrustCapital Markets, Inc. (and any successor acting as Agent) in its capacity as aBank Investor hereunder shall have the same rights and powers 

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## under this Loan Agreement as any other Bank Investor and may exercisethe same as though it were not the Agent or a Bank Investor, and the term “BankInvestor” or “Bank Investors” shall, unless the context otherwiseindicates, include the Agent in its individual capacity.

## Section 9.9.            Resignationof Agent.  The Agent may resign asAgent upon thirty (30) days’ notice to the Borrower, the Bank Investors and theLender.  If the Agent resigns under thisLoan Agreement, the Majority Investors shall appoint, with the consent of theBorrower, which consent shall not unreasonably be withheld, from among the BankInvestors a successor agent for the Bank Investors.  If no successor agent is appointed prior tothe effective date of the resignation of the Agent, the Agent may appoint,after consulting with the Bank Investors a successor agent from among the BankInvestors and, with the consent of the Borrower, which consent shall notunreasonably be withheld.  Upon theacceptance of its appointment as successor agent hereunder, such successoragent shall succeed to all the rights, powers and duties of the retiring Agentand the term “Agent” shall mean such successor agent and the retiringAgent’s appointment, powers and duties as Agent shall be terminated.  After any retiring Agent’s resignationhereunder as Agent, the provisions of this Section 9.9 and Sections 9.3 and 9.7shall inure to its benefit as to any actions taken or omitted to be taken by itwhile it was the Agent under this Loan Agreement.  If no successor agent has acceptedappointment as Agent by the date which is thirty (30) days following a retiringAgent’s notice of resignation, the retiring Agent’s resignation shallnevertheless thereupon become effective and the Bank Investors shall performall of the duties of the Agent hereunder until such time, if any, as theMajority Investors appoint a successor agent as provided for above.

## Section 9.10.          Paymentsby the Agent.  Unless specificallyallocated to a Bank Investor pursuant to the terms of this Loan Agreement, allamounts received by the Agent on behalf of the Bank Investors shall be paid bythe Agent to the Bank Investors (at their respective accounts specified intheir respective Assignment and Assumption Agreements) pro rata in accordancewith their respective outstanding funded portions of the Net Investment on theBusiness Day received by the Agent, unless such amounts are received after12:00 Noon (New York City time) on such Business Day, in which case the Agentshall use its reasonable efforts to pay such amounts to the Bank Investors onsuch Business Day, but, in any event, shall pay such amounts to the BankInvestors not later than the following Business Day.

## Section 9.11.          Notificationby Agent.

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

## Section 9.12.          LimitedWaiver.

### (a)           Pursuant to Section6.1(e) of the Loan Agreement, an Event of Default shall occur upon the defaultby the Borrower in the performance of any material covenant or undertaking  to be performed or observed by the Borrowerunder any provision of the Loan Agreement. The Borrower hereby inform the Agent of the failure to comply with therequirement of Section 5.1(l)(i) that the Borrower shall furnish to the Trusteeand the Agent 

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### copies of theform of each proposed amendment to the Trust Agreement, the Master ServicingAgreement, the Back-up Servicing Agreement or the Subservicing Agreement atleast sixty (60) days prior to the proposed date of adoption of any suchproposed amendment (the “*Sixty Day NoticeEvent*”).  The Borrowerhereby requests that the Agent waive any Event of Default occurring as a resultof such Sixty Day Notice Event.  Subjectto the following, the Agent hereby waives such Event of Default.

### (b)           Other than asprovided in subsection (a) above, the Agent has not waived, is not by thisSection 9.12 waiving, and has no intention of waiving, any Event of Defaultwhich may be continuing on the date hereof and, other than as provided in this Section 9.12, the Agent has notagreed to forbear with respect to any of its rights or remedies concerning anyEvent of Default which may have occurred or are continuing as of the datehereof or which may occur after the date hereof.  The Agent reserves the right, in its solediscretion, to exercise any or all of its rights and remedies under this LoanAgreement and the other Transaction Documents as a result of any other Event ofDefault (other than as described herein) which may be continuing on the datehereof or any Event of Default which may occur after the date hereof, and Agenthas not waived any of such rights or remedies, and nothing in this LoanAgreement, and no delay on its part in exercising any such rights or remedies,should, or shall, be construed as a waiver of any such rights or remedies

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