**Exhbit 10.12**

 

EXECUTION COPY

 

**SECONDAMENDED AND RESTATED VARIABLE FUNDING LOAN AGREEMENT**

dated as of June 15, 2006

among

YC SUSI TRUST,(successor by assignment from Enterprise Funding Corporation)

a Lender,

ATLANTIC ASSET SECURITIZATION LLC,

a Lender,

MID-STATE TRUST IX,

the Borrower,

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

the Custodian,

THE BANK OF NEW YORK,

as Trustee

BANK OF AMERICA, N.A.,

as the Agent, a Managing Agent and a Bank Investor

and

CALYON NEW YORK BRANCH,

a Managing Agent and a Bank Investor

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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.                    |       | [Reserved]                                                       |       | 4      |
| Section 2.3.                    |       | Loan Requests                                                    |       | 4      |
| Section 2.4.                    |       | Determination of Discount and Rate Periods                       |       | 6      |
| Section 2.5.                    |       | Payment of Principal, Interest and Other Amounts                 |       | 8      |
| Section 2.6.                    |       | Mandatory and Optional Prepayments                               |       | 9      |
| Section 2.7.                    |       | Proceeds                                                         |       | 10     |
| Section 2.8.                    |       | Pledged Accounts                                                 |       | 10     |
| Section 2.9.                    |       | Payments and Computations, Etc                                   |       | 11     |
| Section 2.10.                   |       | Reports                                                          |       | 11     |
| Section 2.11.                   |       | [Reserved]                                                       |       | 11     |
| Section 2.12.                   |       | Sharing of Payments, Etc                                         |       | 11     |
| Section 2.13.                   |       | Right of Setoff                                                  |       | 12     |
| Section 2.14.                   |       | Assignment by Lenders to Bank Investors                          |       | 12     |
| Section 2.15.                   |       | Downgrade of Bank Investor                                       |       | 13     |
| Section 2.16.                   |       | Non-Renewing Bank Investors                                      |       | 15     |
| Section 2.17.                   |       | Commitment Renewal Request                                       |       | 16     |
| Section 2.18.                   |       | Interest Rate Protection Agreements                              |       | 17     |
|                            |       |                                                             |
| ARTICLE 3                       |       |                                                             |
| REPRESENTATIONS  AND WARRANTIES |       |                                                             |
|                            |       |                                                             |       |   |
| Section 3.1.                    |       | Representations and Warranties of the Borrower                   |       | 17     |
| Section 3.2.                    |       | Reaffirmation of Representations and Warranties by  the Borrower |       | 19     |
|                            |       |                                                             |
| ARTICLE 4                       |       |                                                             |
| CONDITIONS  PRECEDENT           |       |                                                             |
|                            |       |                                                             |       |   |
| Section 4.1.                    |       | Conditions to Effectiveness                                      |       | 20     |
| Section 4.2.                    |       | Conditions to Each Loan                                          |       | 22     |

 

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|                                                    |   |                                                    |
|----------------------------------------------------|--------|---------------------------------------------------------|
| ARTICLE 5                                          |   |                                                    |
| COVENANTS                                          |   |                                                    |
|                                               |   |                                                    |   |   |
| Section 5.1.                                       |   | Affirmative Covenants of Borrower                       |   | 24 |
| Section 5.2.                                       |   | Negative Covenants of Borrower                          |   | 27 |
|                                               |   |                                                    |
| ARTICLE 6                                          |   |                                                    |
| EVENTS OF  DEFAULT AND FACILITY TERMINATION EVENTS |   |                                                    |
|                                               |   |                                                    |   |   |
| Section 6.1.                                       |   | Events of Default                                       |   | 28 |
| Section 6.2.                                       |   | Facility Termination Events                             |   | 29 |
| Section 6.3.                                       |   | Remedies                                                |   | 30 |
|                                               |   |                                                    |
| ARTICLE 7                                          |   |                                                    |
| INDEMNIFICATION;  EXPENSES; RELATED MATTERS        |   |                                                    |
|                                               |   |                                                    |   |   |
| Section 7.1.                                       |   | Indemnities by the Borrower                             |   | 31 |
| Section 7.2.                                       |   | Indemnity for Taxes, Reserves and Expenses              |   | 33 |
| Section 7.3.                                       |   | Taxes                                                   |   | 35 |
| 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                                     |   | 38 |
| Section 8.3.                                       |   | Notices                                                 |   | 38 |
| Section 8.4.                                       |   | Governing Law; Submission to Jurisdiction;  Integration |   | 41 |
| Section 8.5.                                       |   | Severability; Counterparts                              |   | 42 |
| Section 8.6.                                       |   | Successors and Assigns                                  |   | 42 |
| Section 8.7.                                       |   | Waiver of Confidentiality                               |   | 44 |
| Section 8.8.                                       |   | Confidentiality Agreement                               |   | 44 |
| Section 8.9.                                       |   | Liability of Owner Trustee                              |   | 45 |
| Section 8.10.                                      |   | No Bankruptcy Petition Against the Lender               |   | 45 |
| Section 8.11.                                      |   | No Recourse Against Lender                              |   | 45 |
| Section 8.12.                                      |   | Assignment by Lenders to Conduit Assignee               |   | 45 |
| Section 8.13.                                      |   | Assignment by a Lender to Program Support Provider      |   | 46 |
| Section 8.14.                                      |   | Surety Provider Default                                 |   | 46 |
| Section 8.15.                                      |   | Subrogation and Cooperation                             |   | 47 |
| Section 8.16.                                      |   | Benefits of Agreement                                   |   | 47 |
| Section 8.17.                                      |   | Limitation on Payments                                  |   | 47 |
|                                               |   |                                                    |
| ARTICLE 9                                          |   |                                                    |
| THE AGENT                                          |   |                                                    |
|                                               |   |                                                    |   |   |
| Section 9.1.                                       |   | Appointment and Authorization of Agent                  |   | 48 |
| Section 9.2.                                       |   | Delegation of Duties                                    |   | 48 |

 

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| Section 9.3.                                             |   | Liability of Agent                                                                                      |   | 48     |
|----------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------|--------|--------|
| Section 9.4.                                             |   | Reliance by Agent                                                                                       |   | 49     |
| Section 9.5.                                             |   | Notice of Potential Event of Default, Event of  Default Facility, Termination Event or Servicer Default |   | 49     |
| Section 9.6.                                             |   | Credit Decision; Disclosure of Information by the  Agent                                                |   | 50     |
| Section 9.7.                                             |   | Indemnification of the Agent                                                                            |   | 50     |
| Section 9.8.                                             |   | Agent in Individual Capacity                                                                            |   | 51     |
| Section 9.9.                                             |   | Resignation of Agent                                                                                    |   | 51     |
| Section 9.10.                                            |   | Payments by the Agent                                                                                   |   | 51     |
| Section 9.11.                                            |   | Notification by Agent                                                                                   |   | 52     |
| Section 9.12.                                            |   | Limited Waiver                                                                                          |   | 52     |
|                                                     |   |                                                                                                    |
| ARTICLE 10                                               |   |                                                                                                    |
| THE MANAGING  AGENTS                                     |   |                                                                                                    |
|                                                     |   |                                                                                                    |   |   |
| Section 10.1.                                            |   | Appointment and Authorization of Managing Agents                                                        |   | 53     |
| Section 10.2.                                            |   | Delegation of Duties                                                                                    |   | 53     |
| Section 10.3.                                            |   | Liability of Managing Agents                                                                            |   | 53     |
| Section 10.4.                                            |   | Reliance by Managing Agents                                                                             |   | 54     |
| Section 10.5.                                            |   | Notice of Potential Event of Default, Event of  Default Facility, Termination Event or Servicer Default |   | 54     |
| Section 10.6.                                            |   | Credit Decision; Disclosure of Information by the  Managing Agents                                      |   | 54     |
| Section 10.7.                                            |   | Indemnification of the Managing Agents                                                                  |   | 55     |
| Section 10.8.                                            |   | Managing Agents in Individual Capacity                                                                  |   | 56     |
| Section 10.9.                                            |   | Resignation of Managing Agents                                                                          |   | 56     |
| Section 10.10.                                           |   | Payments by the Managing Agents                                                                         |   | 56     |
|                                                     |   |                                                                                                    |
| Annex A - Second Amended and Restated Definitions        |   | Annex A                                                                                                 |
|                                                     |   |                                                                                                    |
| Exhibit A - Form of Variable Funding Note                |   | A-1                                                                                                     |
| Exhibit B - Form of Borrowing Request                    |   | B-1                                                                                                     |
| Exhibit C - Form of Borrower’s Counsel Opinion      |   | C-1                                                                                                     |
| Exhibit D - Form of Assignment and Assumption  Agreement |   | D-1                                                                                                     |

 

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**SECOND AMENDED ANDRESTATED VARIABLE FUNDING LOAN AGREEMENT**

SECOND AMENDED AND RESTATED VARIABLE FUNDING LOANAGREEMENT (this “Loan Agreement”), dated as of June 15, 2006, by andamong YC SUSI TRUST, a Delaware statutory trust (successor by assignment fromEnterprise Funding Corporation, and together with its successors and assigns, a“Lender”), ATLANTIC ASSET SECURITIZATION LLC, a Delaware limitedliability company (together with its successors and assigns, a “Lender”),MID-STATE TRUST IX, a Delaware business 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”),BANK OF AMERICA, N.A., a national banking association, as agent and a managingagent (in such capacities, the “Agent” and a “Managing Agent” andas a bank investor (in such capacity, a “Bank Investor”) and CALYON NEWYORK BRANCH, a French bank acting through its New York branch, as a managingagent (in such capacity, a “Managing Agent” and as a bank investor (insuch capacity, a “Bank Investor”)).

PRELIMINARY STATEMENTS

WHEREAS, the Borrower was established pursuant to theTrust Agreement dated as of February 5, 2001, as amended or modified from timeto time, including the Amended and Restated Trust Agreement dated as of thedate hereof;

WHEREAS, the Lenders, the Borrower, the ManagingAgents and Wachovia Bank, National Association, as custodian/collateral agentare parties to that certain Variable Funding Loan Agreement, dated as ofNovember 19, 2004 (the “Existing Loan Agreement”);

WHEREAS, Wachovia Bank, National Association hasresigned its role as custodian and collateral agent pursuant to the provisionsof the Custodian/Trustee Agreement dated as of the date hereof (the “CTAAgreement”) and Treasury Bank has accepted its appointment as custodianthereunder and The Bank of New York has accepted its appointment as trusteethereunder;

WHEREAS, on the Closing Date, and from time to timepursuant to the Amended and Restated Depositor Account Transfer Agreement datedas of the date hereof, as amended or restated from time to time (the “DATAgreement”), Jim Walter Homes, Inc. (the “Originator”) and theEligible Originators party thereto have agreed to convey certain Accounts toMid-State Homes, Inc. (the “Depositor”), and the Depositor, pursuant tothe Amended and Restated Borrower Account Transfer Agreement dated as of thedate hereof, as amended or restated from to time (the “BAT Agreement”),has agreed to convey certain Accounts to the Borrower;

WHEREAS, pursuant to the CTA Agreement, and ascollateral security for its obligations under this Loan Agreement and theVariable Funding Notes, the Borrower has agreed to assign all Accountspurchased by it, all of its rights under the DAT Agreement, the BAT Agreement,the Master Servicing Agreement and the Subservicing Agreement, and all of itsright, title, interest in and to certain bank accounts and certain othercollateral, and to deliver any notes evidencing indebtedness and certain otherdocuments related to the Accounts, to the Trustee for the benefit of theSecured Parties and to take such other steps as set forth in the CTA Agreement

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to create and perfect afirst lien in all such rights in favor of the Trustee, for the benefit of theSecured Parties;

WHEREAS, the Borrower has requested that the Lendersand/or Bank Investors make Loans to the Borrower, from time to time, which willbe secured by the Collateral described above and evidenced by Variable FundingNotes, the proceeds of which will be used to purchase the Accounts;

WHEREAS, it is the intent of the parties hereto thatthe execution and delivery of this Loan Agreement, made for the purposesdescribed in these Preliminary Statements, not effectuate a novation ofBorrower’s obligations outstanding under the Existing Loan Agreement, butrather a substitution of certain of the terms governing the payment andperformance of such indebtedness;

WHEREAS, subject to the terms and conditions set forthherein, the Bank Investors are willing to make the Loans to the Borrower;

WHEREAS, the Surety Provider intends to issue afinancial guaranty insurance policy with respect to certain amounts owed by theBorrower hereunder and under the Variable Funding Notes; and

WHEREAS, Wachovia Bank, National Association served ascustodian and collateral agent pursuant to the Amended and RestatedCustodian/Collateral Agent Agreement, dated November 19, 2004.

NOW, THEREFORE, in consideration of the mutualbenefits to be derived and the representations and warranties, conditions andpromises herein contained, and intending to be legally bound hereby, theparties hereto hereby agree that the Existing Loan Agreement is hereby amendedand restated in its entirety as follows:

# ARTICLE 1GENERAL

## Section 1.1.            CertainDefined Terms.  Capitalized termsused in this Loan Agreement shall have the meanings given such terms inAnnex A hereto, 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

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## not to any particular provision of this Loan Agreement (or suchcertificate or document); (e) references to any Section, Schedule, Annexor Exhibit are references to Sections, Schedules, Annexes and Exhibits in or tothis Loan Agreement (or the certificate or other document in which thereference is made) and references to any paragraph, subsection, clause or othersubdivision within any Section or definition refer to such paragraph,subsection, clause or other subdivision of such Section or definition;(f) the term “including” means “including without limitation”;(g) references to any Law refer to that Law as amended from time to timeand include any successor Law; (h) references to any agreement refer tothat agreement as from time to time amended or supplemented or as the terms ofsuch agreement are waived or modified in accordance with its terms;(i) references to any Person include that Person’s successors andpermitted assigns; and (j) headings are for purposes of reference only andshall not otherwise affect the meaning or interpretation of any provisionhereof.

## 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 TERMSOF COMMITMENT

## Section 2.1.            RevolvingCredit Facility.

### (a)           Subject to the termsand conditions hereof, on the date hereof (the “Amendment Date”), andthereafter from time to time until the Facility Termination Date, upon therequest of the Borrower in accordance with Section 2.3 hereof, eachLender may, in its sole discretion, make loans to the Borrower (each, a “Loan”)ratably in accordance with its Group’s Commitment, and if a Lender declines tomake a Loan, its Group’s Bank Investors shall make such Loan ratably inaccordance with its Group’s Commitment, all from time to time as permitted bythis Loan Agreement; provided, however, that in no event shalleither Lender nor any Bank Investor make any Loan if, after giving effect tosuch Loan, either (a) the Net Investment would exceed the Maximum NetInvestment or (b) a Borrowing Base Deficiency would exist.  In the event that any Lender or Bank Investorfails to make a Loan for any reason, any other Lender may elect to assume thefull funding obligation of such Lender or Bank Investor under thisAgreement.  In the case such Lenderelects to assume such funding obligations, it would also inherit the right toreceive any and all fees and interest that would be due to the non-performingLender or Bank Investor (if not for its failure to make the related Loan).

### (b)           Variable FundingNotes.  The Loans made by each Groupshall be evidenced by promissory notes of the Borrower, substantially in theform of Exhibit A hereto (the “VFN” or “Variable FundingNotes”), payable to the order of the related Managing Agent for such Groupfor the account of the related Lender or Bank Investors, as applicable.  Each Managing Agent shall record the date andamount of each Loan made and the date and amount of each payment of principalthereof, and any such recordation shall constitute primafacieevidence of the accuracy of the information so recorded.  Each VFN shall (a) be dated the date

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### hereof, (b) be stated to mature on the Scheduled Termination Date,and (c) provide for the payment of principal, interest and fees inaccordance with Section 2.5 and Section 2.6 hereof.

## Section 2.2.            [Reserved].

## Section 2.3.            LoanRequests.

### (a)           Notice.  Prior to the Facility Termination Date, theBorrower may request Loans on any Business Day by delivering to the Agent andeach Managing Agent irrevocable notice of each borrowing via facsimile in theform of Exhibit B hereto (a “Borrowing Request”) by 12:00 Noon(New York City time) (i) at least one (1) Business Day prior to the proposedLoan Date with respect to any Loan which is to be made on any other Loan Dateand for which the related Borrowing Request specifies the CP Rate as thedesired Rate Type and (ii) at least three (3) Business Days prior to the proposedLoan Date with respect to any Loan which is to be made on any other Loan Dateand for which the related Borrowing Request specifies either the Offshore Rateor the Base Rate as the desired Rate Type or for which such Borrowing Requestis delivered when any Tranche accruing Discount at either such Rate Type has aRate Period that has not yet then expired. The Borrowing Request shall specify (a) the proposed date for suchLoan (the “Loan Date”), (b) the amount of the Loan requested, whichshall be at least $1,000,000 and integral multiples of $100,000 in excessthereof or, to the extent that the then available unused portion of the MaximumNet Investment is less than such amount, such lesser amount equal to suchavailable unused portion of the Maximum Net Investment, (c) the desiredRate Period and Rate Type related thereto pursuant to Section 2.4and (d) whether the request is to a Lender or the Bank Investors.  Each Borrowing Request shall be irrevocableand binding on the Borrower and the Borrower shall indemnify the Lenders, theBank Investors, the Managing Agents and the Agent against any loss orreasonable expense incurred by any Lender, any Bank Investor, any ManagingAgent or the Agent, either directly or through any Program Support Agreement,as a result of any failure by the Borrower to complete such borrowing,including, without limitation, any loss or reasonable expense incurred by anyLender, any Bank Investor, any Managing Agent or the Agent, either directly orpursuant to any Program Support Agreement, by reason of the liquidation orreemployment of funds acquired by any Lender, any Bank Investor, any ManagingAgent or the Agent or Program Support Provider (including, without limitation,funds obtained by issuing commercial paper or promissory notes or obtainingdeposits as loans from third parties) for the Lenders to fund such borrowing.

### (b)           Lender Acceptanceor Rejection.  Each Managing Agentwill promptly notify the related Lender and the Surety Provider, of the receiptof any Borrowing Request.  With respectto each Group, if the Borrowing Request is received prior to the related LenderInvestment Termination Date, such Lender, in its sole discretion, shallinstruct the related Managing Agent to accept or reject such Borrowing Requestby notice given to the Borrower and the such Managing Agent by telephone orfacsimile by no later than the close of business on the Business Day suchLender receives any such Borrowing Request.

### (c)           Bank Investor’sCommitment.  At no time will anyLender have any obligation to fund a Loan. Subject to the conditions set forth herein, at all times on and afterthe related Lender Investment Termination Date and prior to the FacilityTermination Date, all Loans shall be made by each Managing Agent on behalf ofthe related Bank Investors.  At any

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### time when a Lender has rejected a request for a Loan, the relatedManaging Agent shall so notify the related Bank Investors, and the SuretyProvider and the Bank Investors shall make such Loan, on a pro rata basis, inaccordance with their respective Pro Rata Shares.  Notwithstanding anything contained in this Section2.3(c) or elsewhere in this Loan Agreement to the contrary, no BankInvestor (including in its capacity as a Program Support Provider pursuant tothe Program Support Agreement to which it is a party) shall be obligated toprovide the Agent or the Borrower with funds in connection with the NetInvestment in an amount that would result in the portion of the Net Investmentthen funded by it exceeding the dollar amount of its Commitment then ineffect.  The obligation of each BankInvestor to remit its Pro Rata Share of any such Loan shall be several fromthat of each other Bank Investor, and the failure of any Bank Investor to somake such amount available to the Lender shall not relieve any other BankInvestor of its obligation hereunder.

### (d)           Payment of Loans.  With respect to each Group, on any Loan Date,the related Lender or the related Bank Investor, as the case may be, shallremit its share of the aggregate amount of such Loan (determined pursuant to Section2.3(b) and (c) hereof) to the account of the related Managing Agentspecified therefor from time to time by such Managing Agent by notice to suchPersons by wire transfer of same day funds. Following each Managing Agent’sreceipt of funds from the Lenders or Bank Investors as aforesaid, such ManagingAgent shall remit such funds received to the Borrower’s account at the locationindicated in Section 8.3 by wire transfer of same day funds.

### (e)           Managing AgentsMay Advance Funds.  With respect toeach Group, unless the related Managing Agent shall have received notice fromany Bank Investor or the related Lender that such Person will not make itsshare of any Loan available on the applicable Loan Date therefor, such ManagingAgent may (but shall have no obligation to) make any such Bank Investor’s shareof any Loan available to the Borrower in anticipation of the receipt by suchManaging Agent of such amount from the applicable Bank Investor.  To the extent any such Bank Investor fails toremit any such amount to a Managing Agent after any such advance by suchManaging Agent on such Loan Date, such Bank Investor shall be required to paysuch amount to such Managing Agent for its own account, together with interestthereon at a perannum rate equal to the Federal Funds Rate, uponits demand therefor (provided that no Lender shall have an obligation topay such interest amounts except to the extent that it shall have sufficientfunds to pay the face amount of its Commercial Paper in full).  Until such amount shall be repaid, suchamount shall be deemed to be Net Investment paid by a Managing Agent and suchManaging Agent shall be deemed to have an interest in the Net Investment hereunderto the extent of such Loan.  Upon thepayment of such amount to a Managing Agent by such Bank Investor, such paymentshall constitute such Person’s payment of its share of the applicable Loan.

### (f)            Defaulting BankInvestor.  If, by 2:00 p.m.(New York City time) on any Loan Date, whether or not a Managing Agent hasadvanced the amount of the applicable Loan, 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 2.3(d) or any Assignment Amount payable by itpursuant to Section 2.14(a) (the aggregate amount not so madeavailable to a Managing Agent being herein called in either case the “LoanDeficit”), then

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### the related Managing Agent shall, by no later than 2:30 p.m.(New York City time) on the applicable Loan Date or the applicableAssignment Date, as the case may be, instruct each Non-Defaulting Bank Investorto pay, by no later than 3:00 p.m. (New York City time), inimmediately available funds, to the account designated by such Managing Agent,an amount equal to the lesser of (i) such Non-Defaulting Bank Investor’sproportionate share (based upon the relative Commitments of the Non-DefaultingBank Investors) of the Loan Deficit and (ii) its unused Commitment.  A Defaulting Bank Investor shall forthwith,upon demand, pay to such Managing Agent for the ratable benefit of theNon-Defaulting Bank Investors all amounts paid by each Non-Defaulting BankInvestor on behalf of such Defaulting Bank Investor, together with interestthereon, for each day from the date a payment was made by a Non-Defaulting BankInvestor until the date such Non-Defaulting Bank Investor has been paid suchamounts in full, at a rate perannum equal to the sum of the BaseRate, plus 2.00% perannum.  In addition, if, after giving effect to theprovisions of the immediately preceding sentence, any Loan Deficit with respectto any Assignment Amount continues to exist, each such Defaulting Bank Investorshall pay interest to the related Managing Agent, for the account of therelated Lender, on such Defaulting Bank Investor’s portion of such remainingInvestment Deficit, at a rate per annum, equal to the sum of the Base Rate, plus2.00% perannum, for each day from the applicable Assignment Dateuntil the date such Defaulting Bank Investor shall pay its portion of suchremaining Loan Deficit in full to such Lender.

## Section 2.4.            Determinationof Discount and Rate Periods.

### (a)           Tranches.

#### (i)            The Net Investment shall beallocated to tranches (each a “Tranche”) having Rate Periods andaccruing Discount at the Rate Types specified and determined in accordance withthis Section 2.4.  At anytime, each Tranche shall have only one Rate Period and one Rate Type.

#### (ii)           The Borrower shall give each ManagingAgent irrevocable notice by telephone of each requested Rate Period and RateType by 12:00 Noon (New York City time) (i) at least one (1) Business Day priorto the requested Loan Date or the expiration of any then existing Rate Period,as applicable, with respect to any Loan or Tranche for which the Borrowerspecifies the CP Rate as the desired Rate Type and (ii) at least three (3)Business Days 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 either the Offshore Rate or the Base Rate as thedesired Rate Type or for which such notice is delivered when any Tranche accruingDiscount at either such Rate Type has a Rate Period that has not yet thenexpired; provided, however, that each Managing Agent may select,in its sole discretion, any such Rate Period or Rate Type if (i) the Borrowerfails to provide such notice on a timely basis or (ii) a Managing 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 related Lender, related Managing Agent, the Agent or theBank Investors.

### (b)           Net Investmentheld on behalf of Lenders.  At alltimes on and after the Closing Date, but prior to the Facility TerminationDate, solely with respect to any Tranche held

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### on behalf of a Lender at any time when such Lender funds such Tranchethrough the issuance of Commercial Paper, the Borrower may, subject to therelated Managing Agent’s approval and the limitations described in clause(a)(ii) above, request Rate Periods and Rate Types and allocate a Tranche toeach selected Rate Period, so that the aggregate Tranches allocated tooutstanding Rate Periods at all times shall equal the Net Investment held onbehalf of such Lender.  Each Lenderconfirms that it is 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 either Managing Agent may determine, from time totime, in its sole reasonable discretion, that funding such Net Investment bymeans of one or more such Rate Periods or Rate Types is not possible or is notdesirable for any reason.

### (c)           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 byeach Managing Agent, and Discount with respect thereto shall be calculated byreference to the Alternate Rate.

### (d)           Net Investmentheld on behalf of Bank Investors. With respect to any Tranche held on behalf of the Bank Investors (or anyof them), if prior to the Facility Termination Date, the Rate Period applicablethereto shall be determined in accordance with Section 2.4(a)(ii) hereof.

### (e)           Offshore RateProtection; Illegality.

#### (i)            If the Managing Agents are unable toobtain on a timely basis the information necessary to determine the OffshoreRate for any proposed Rate Period, then

(A)          the Managing Agentsshall forthwith notify the related Lender or Bank Investors, as applicable, andthe Borrower that the Offshore Rate cannot be determined for such Rate Period,and

(B)           while suchcircumstances exist, none of the Lenders, the Bank Investors or the relatedManaging Agent shall allocate any Tranches with respect to Loans made during suchperiod or reallocate any Tranches allocated to any then existing 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.

#### (ii)           If, with respect to any outstandingRate Period, the Lenders or any of the Bank Investors on behalf of which theManaging Agents hold any Tranche notifies the related Managing Agent that it isunable to obtain matching deposits in the London interbank market to fund itspurchase or maintenance of such Tranche or that the Offshore Rate applicable tosuch Tranche will not adequately reflect the cost to the Person of funding ormaintaining such Tranche for such Rate Period, then (A) such ManagingAgent shall forthwith so notify the Borrower, the Lenders and the BankInvestors and (B) upon such notice and thereafter while such circumstancesexist none of

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#### the ManagingAgents, the Lenders or the Bank Investors, as applicable, shall allocate anyother Tranche with respect to Investments made during such period or reallocateany Tranche allocated to any Rate Period ending during such period, to a RatePeriod with respect to which Discount is calculated by reference to theOffshore Rate.  Discount related to anysuch Tranches shall be calculated according to the Base Rate while suchcircumstances exist.

#### (iii)          Notwithstanding any other provision ofthis Loan Agreement, if the Lenders or any of the Bank Investors, asapplicable, shall notify the Managing Agents that such Person has determined(or has been notified by any Program Support Provider) that the introduction ofor any change in or in the interpretation of any Law makes it unlawful (either forsuch Lender, such Bank Investor, or such Program Support Provider, asapplicable), or any central bank or other Governmental Authority asserts thatit is unlawful, for such Lender, such Bank Investor or such Program SupportProvider, as applicable, to fund or maintain any Tranche accruing Discountcalculated by reference to the Offshore Rate, then (A) as of the effectivedate of such notice from such Person to the Agent, the obligation or ability ofsuch Lender or such Bank Investor, as applicable, to fund the making ormaintenance of any Tranche accruing Discount calculated by reference to theOffshore Rate shall be suspended until such Person notifies the relatedManaging Agent that the circumstances causing such suspension no longer existand (B) each Tranche made or maintained by such Person shall either (1) ifsuch Person may lawfully continue to maintain such Tranche accruing Discountcalculated by reference to the Offshore Rate until the last day of theapplicable Rate Period, be reallocated on the last day of such Rate Period toanother Rate Period and shall accrue Discount calculated by reference to theBase Rate or (2) if such Person shall determine that it may not lawfullycontinue to maintain such Tranche accruing Discount calculated by reference tothe Offshore Rate until the end of the applicable Rate Period, such Person’sshare of 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.

### (f)            At all times on andafter the occurrence of the Facility Termination Date, the Agent shall selectall Rate Periods and Rate Types applicable thereto.

## Section 2.5.            Paymentof Principal, Interest and Other Amounts.

(a)           The Borrower will duly and punctuallypay or cause to be paid amounts due in respect of principal and interest on theVFN in accordance with the terms of this Loan Agreement, the applicable FeeLetter, 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 applicable Fee Letter, the VFNand the CTA Agreement to the parties entitled thereto in accordance with theterms hereof and in the manner and order of priority provided in the CTA Agreement.

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(b)           Breach of Representation orWarranty.  If on any day any of therepresentations or warranties with respect to eligibility set forth inSection 3.1(j) hereof was or becomes untrue with respect to an Account(whether on or after the date of the pledge thereof to the Trustee, for thebenefit of the Secured Parties), the Borrower shall be deemed to have receivedon such day a Collection of such Account in full and the Borrower shall on suchday pay to the Master Servicer from funds other than actual AvailableCollections (other than actual Collections otherwise distributable to theBorrower 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)(viii) ofthe CTA Agreement.

### (b)           Prior to theFacility Termination Date, upon the occurrence of a Borrowing Base Deficiency,the Borrower shall either: (i) within five (5) Business Days (the “DeficiencyCure Period”) deliver or cause to be delivered additional Eligible Accounts tothe Trustee or deposit or cause to be deposited cash into the Principal PaymentAccount, 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 Deficiency Cure Period shall be fifteen (15)Business Days following the occurrence of a Borrowing Base Deficiency.  Funds deposited in the Principal PaymentAccount shall be applied to the reduction of the Net Investment in the mannerand subject to the priority of payments provided in Section 4.1(c) of the CTAAgreement.  Any cash deposited by theBorrower pursuant to this Section 2.6(b) shall be made from funds other thanAvailable Collections otherwise distributable to the Borrower pursuant to Section4.1(d) of the CTA Agreement, which may be used by the Borrower for suchpurpose.

### (c)           [Reserved].

### (d)           [Reserved].

### (e)           [Reserved].

### (f)            The Borrower shallhave the right on any date, upon written notice to the related Managing Agentnot later than two (2) Business Days prior to such date, to deposit into thePrincipal Payment Account prepayments of principal on the VFN.  Any such prepayment 

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### (i) shall be at least $1,000,000 and integral multiples of $100,000 inexcess thereof and (ii) shall be made from funds other than AvailableCollections, other than Available Collections otherwise distributable to theBorrower pursuant to Section 4.1(d) of the CTA Agreement, which may be used bythe Borrower for such purpose.

### (g)           With respect to eachGroup, each Managing Agent agrees that amounts paid to the Managing Agents fromamounts deposited in the Principal Payment Account pursuant to the provisionsof the CTA Agreement shall be applied pro rata to repay: (i) maturingTranches, Related Liquidity Draw or related Credit Support Disbursements asthey mature or (ii) upon the Borrower’s request, with the approval of therelated Managing Agent, in its sole discretion (except with respect to amountsdeposited pursuant to Section 2.6(f) hereof as to which no such approval shallbe required), any other Tranche; provided that the Borrower shall payany costs incurred in connection with such repayment in accordance with Section7.4(b) and (c) hereof.  TheNet Investment shall be reduced by any amounts withdrawn and paid to or at thedirection of such Managing Agent from the Principal Payment Account.

### (h)           The entire principalbalance of the VFN shall be due and payable on the applicable Stated MaturityDate together 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)           The Borrower shallestablish, on or prior to the Closing Date, an Eligible Bank Account (No.261619) at the Trustee in the name of the Trustee (the “Collection Account”),bearing a designation clearly indicating that the funds deposited therein areheld for the benefit of the Secured Parties.

### (b)           The Borrower shallestablish, on or prior to the Closing Date, an Eligible Bank Account (No.261620) at the Trustee in the name of the Trustee (the “Reserve Account”)bearing a designation clearly indicating that the funds deposited therein arefor the benefit of the Secured Parties.

### (c)           The Borrower shallestablish, on or prior to the Closing Day, an Eligible Bank Account (No.8900624205) at the Account Bank on behalf of the Master Servicer (the “HoldingAccount”) bearing a designation clearly indicating that the funds depositedtherein are for the benefit of the Secured Parties.

### (d)           The Borrower shallestablish, on or prior to the Closing Date, an Eligible Bank Account (No.8900624191) at the Agent (the “Principal Payment Account”) bearing adesignation clearly indicating that the funds deposited therein are for thebenefit of the Secured Parties.

### (e)           If at any time theCollection Account, the Reserve Account, the Principal Payment Accounts or theHolding Account shall no longer be an Eligible Bank Account, then the Borrowershall, within 10 Business Days (or such longer period, not to exceed 30calendar days,

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### as to which the Controlling Party shall consent), cause such accountand the funds on deposit therein to be moved so that such account shall be anEligible Bank Account.  The Borrowershall immediately notify the Agent and the Surety Provider of the new locationand account number of such account.  Forpurposes of this Loan Agreement, the term “Eligible Bank Account” shall mean,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 a Managing Agentrequests the Borrower to determine the Market Value of the Eligible Accounts,the Agent shall provide the Market Discount Rate applicable to such date to theBorrower.  On each Determination Date onwhich a Borrowing Request is made and within one Business Day of a writtenrequest from a Managing Agent, the Borrower shall calculate the APB, AMV andthe Borrowing Base, using, in the case of the AMV, the Market Discount Ratesupplied by the Agent.  Neither anyLender, any Bank Investor, the Surety Provider, any Managing Agent nor the Agentshall be bound by, any calculation of the APB, the AMV or the Borrowing Base bythe 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 Managing Agents, on behalf of the relatedLender or the Bank Investors, as applicable. Such payment shall be paid or deposited in the account indicated underthe heading “Payment Information” in Section 8.3, until otherwisenotified by the Managing Agents.  TheBorrower shall, to the extent permitted by Law, pay to the Managing Agents, forthe benefit of the Lenders or Bank Investors, as applicable, upon demand,interest on all amounts not paid or deposited when due hereunder (“DefaultInterest”) at a rate equal to 2.00% perannum, plus theBase Rate (the “Default Rate”). Default Interest shall be paid in accordance with Section 4.2(d) of theCTA Agreement.  All computations ofDiscount and all perannum fees hereunder shall be made on thebasis of a year of 360 days for the actual number of days (including the firstbut excluding the last day) elapsed.  Anycomputations by the Managing Agents of amounts payable by the Borrowerhereunder shall be binding upon the Borrower absent manifest error.

## Section 2.10.          Reports.  On each Determination Date, the Borrowershall cause the Master Servicer to provide to the Managing Agents, the Agentand the Surety Provider (a) the Master Servicer’s Monthly Certificate forthe related Collection Period, (b) a Schedule of Accounts with respect toall Accounts owned by the Borrower and (c) such other information as theManaging Agents, the Agent or the Surety Provider may reasonably request.

## Section 2.11.          [Reserved]

## Section 2.12.          Sharingof Payments, Etc.  If any 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 

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## the Net Investment funded or maintained by it (other than pursuant tothe applicable Fee Letter, Section 2.16(b) or Article VII andother than as a result of the differences in the timing of the applications ofAvailable Collections) in excess of its ratable share of payments on account ofthe Net Investment obtained by the Recipient entitled thereto, such Recipientshall forthwith purchase from the Lenders or Bank Investors entitled to a shareof such amount participations in the portions of the Net Investment funded ormaintained by such Persons as shall be necessary to cause such Recipient toshare the excess payment ratably with each such other Person entitled thereto; provided,however, that if all or any portion of such excess payment is thereafterrecovered from such Recipient, such purchase from each such other Person shallbe rescinded and each such other Person shall repay to the Recipient thepurchase price paid by such Recipient for such participation to the extent ofsuch recovery, together with an amount equal to such other Person’s ratableshare (according to the proportion of (a) the amount of such other Person’srequired payment to (b) the total amount so recovered from the Recipient) ofany interest or other amount paid or payable by the Recipient in respect of thetotal amount so recovered.

## Section 2.13.          Right ofSetoff.  Without in any way limitingthe provisions of Section 2.12, each of the Managing Agents, theAgent, each Lender and each Bank Investor is hereby authorized (in addition toany other rights it may have) at any time after the occurrence of the FacilityTermination Date due to the occurrence of an Event of Default or FacilityTermination Event or during the continuance of a Potential Event of Default,Event of Default, Potential Facility Termination Event or Facility TerminationEvent to set-off, appropriate and apply (without presentment, demand, protestor other notice which are hereby expressly waived) any deposits and any otherindebtedness held or owing by the Managing Agents, the Agent, such Lender orsuch Bank Investor to, or for the account of, the Borrower.  The applicable Managing Agent shall cause anyamounts so set-off to be deposited in the Collection Account, for applicationby the Trustee in accordance with Section 4.1(d) of the CTA Agreement.

## Section 2.14.          Assignmentby Lenders to Bank Investors.

### (a)           AssignmentAmounts.  At any time on or prior tothe Scheduled Termination Date, if any Managing Agent on behalf of one of theLenders so elects, by written notice to the Agent, the Borrower herebyirrevocably requests and directs that the related Lender assign, and suchLender does hereby assign effective on the Assignment Date referred to belowall or such portions as may be elected by such Lender of, its interest in theNet Investment at such time to the Bank Investors pursuant to this Section 2.14and the Borrower hereby agrees to pay the amounts described in Section 2.14;provided, however, that unless such assignment is an assignmentof all of such Lender’s interest in the Net Investment in whole on or after therelated Lender Investment Termination Date, no such assignment shall take placepursuant to this Section 2.14 if a Borrowing Base Deficiency shallthen exist; and provided, further, that no such assignment shalltake place pursuant to this Section 2.14 at a time when an Event ofBankruptcy with respect to such Lender exists. No further documentation or action on the part of such Lender or theBorrower shall be required to exercise the rights set forth in the immediatelypreceding sentence, other than the giving of the notice by the related ManagingAgent on behalf of such Lender referred to in such sentence and the delivery bythe Agent of a copy of such notice to each Bank Investor (the date of thereceipt by the Agent of any such notice being the “Assignment Date”).  Each Bank Investor hereby agrees,unconditionally and irrevocably and under all circumstances, without setoff, counterclaimor defense of any kind, to pay the full 

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### amount of its Assignment Amount on such Assignment Date to the relatedLender in immediately available funds to an account designated by the relatedManaging Agent.  Upon payment of itsAssignment Amount, each Bank Investor shall acquire an interest in the NetInvestment equal to its prorata share (based on the outstandingportions of the Net Investment funded by it). Upon any assignment in whole by a Lender to the Bank Investors on orafter the related Lender Investment Termination Date as contemplated hereunder,such Lender shall cease to make any additional Loans hereunder.  At all times prior to the related LenderInvestment Termination Date, nothing herein shall prevent such Lender frommaking a subsequent Loan hereunder, in its sole discretion, following anyassignment pursuant to this Section 2.14 or from making more thanone assignment pursuant to this Section 2.14.

### (b)           Bank Investor’sObligation to Pay Certain Amounts; Additional Assignment Amount.  The Bank Investors shall pay to the ManagingAgents, in accordance with their Pro Rata Shares, for the account of therelated Lender, in connection with any assignment by such Lender to the BankInvestors pursuant to this Section 2.14 an aggregate amount equalto all Discount to accrue through the end of each outstanding Rate Period tothe extent attributable to the portion of the Net Investment so assigned to theBank Investors (as determined immediately prior to giving effect to suchassignment), plus all other Aggregate Unpaids (other than the NetInvestment and other than any Discount not described above).  Such amounts shall be additionalconsideration for the interests assigned to the Bank Investors and the amountof the “Net Investment” hereunder held by the Bank Investors shall be increasedby an amount equal to the additional amount so paid by the Bank Investors.

### (c)           [Reserved

### (d)           [Reserved].

### (e)           Recovery of NetInvestment.  In the event that theaggregate of the Assignment Amounts paid by the Bank Investors pursuant to thisSection 2.14 on any Assignment Date occurring on or after therelated Lender Investment Termination Date is less than the Net Investment of aLender on such Assignment Date, then to the extent of amounts received by theAgent  in respect of the Net Investmentin accordance with Section 4.1(d) of the CTA Agreement exceed the aggregate ofthe unrecovered Assignment Amounts and Net Investment funded by the BankInvestors, such excess shall be remitted by the related Managing Agent to suchLender rather than to such Bank Investors.

## Section 2.15.          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-2” or “P-2” 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-2” or “P-2”from S&P or Moody’s, respectively, and which shall not be so rated withnegative credit implications and which is acceptable to the related Lender, theAgent, the related Managing Agent and the Borrower (in the Borrower’s case, inits reasonable discretion)).  If theshort term debt rating of an Bank Investor shall be “A-3” or “P-3”,or lower, from S&P or 

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### Moody’s, respectively (or such rating shall have been withdrawn byS&P or Moody’s), such Bank Investor, upon request of the related ManagingAgent, shall, within five (5) Business Days of such request, assign its rightsand obligations hereunder to another financial institution (which institution’sshort term debt shall be rated at least “A-2” or “P-2”, from S&P or Moody’s,respectively, and which shall not be so rated with negative credit implicationsand which is acceptable to the related Lender, the Agent, the related ManagingAgent and the Borrower (in the Borrower’s case, in its reasonable discretion)).  In either such case, if any such BankInvestor shall not have assigned its rights and obligations under thisAgreement within the applicable time period described above (in either suchcase, the “Required Downgrade Assignment Period”), each Managing Agenton behalf of the related Lender shall have the right to require such BankInvestor to pay upon one (1) Business Day’s notice at any time after theRequired Downgrade Assignment Period (and each such Bank Investor hereby agreesin such event to pay within such time) to the related Managing Agent an amountequal to such Bank Investor’s unused Commitment (a “Downgrade Draw”) fordeposit by the related Managing Agent into an account, in the name of therelated Managing Agent (a “Downgrade Collateral Account”), which shallbe in satisfaction of such Bank Investor’s obligations to make Loans and to payits Assignment Amount upon an assignment from a Lender in accordance with Section 2.14;provided, however, that if, during the Required Downgrade AssignmentPeriod, such Bank Investor delivers a written notice to the related ManagingAgent of its intent to deliver a direct pay irrevocable letter of creditpursuant to this proviso in lieu of the payment required to fund the DowngradeDraw, then such Bank Investor will not be required to fund such DowngradeDraw.  If any Bank Investor gives therelated Managing Agent such notice, then such Bank Investor shall, within one(1) Business Day after the Required Downgrade Assignment Period, deliver tosuch Managing Agent a direct pay irrevocable letter of credit in favor of suchManaging Agent 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 related Lender and the Agent.  Such letter of credit shall provide that therelated Managing Agent may draw thereon for payment of any Loan or AssignmentAmount payable by such Bank Investor which is not paid hereunder when required,shall expire no earlier than the Scheduled Termination Date and shall otherwisebe in form and substance acceptable to such Managing Agent.

### (b)           Application ofFunds in Downgrade Collateral Account. If any Bank Investor shall be required pursuant to Section 2.15(a)to fund a Downgrade Draw, then the related Managing Agent shall apply themonies in the Downgrade Collateral Account applicable to such Bank Investor’sPro Rata Share of Loans required to be made by the Bank Investors, to anyAssignment Amount payable by such Bank Investor pursuant to Section 2.14and to any purchase price payable by such Bank Investor pursuant to Section 2.16(b)at the times, in the manner and subject to the conditions precedent set forthin this Loan Agreement.  The deposit ofmonies in such Downgrade Collateral Account by any Bank Investor shall notconstitute a Loan or the payment of any Assignment Amount (and such BankInvestor shall not be entitled to interest on such monies except as providedbelow in this Section 2.15, unless and until (and then only to theextent that) such monies are used to fund Investments or to pay any AssignmentAmount or purchase price pursuant to Section 2.16(b) pursuant tothe first sentence of this Section 2.15.  The amount on deposit in such DowngradeCollateral Account shall be invested by 

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### the related Managing Agent in Eligible Investments and such EligibleInvestments shall be selected by such Managing Agent in its solediscretion.  Each Managing Agent shallremit to 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 each Managing Agent in respect of such Bank Investor’sportion of the Net Investment shall be deposited in the Downgrade CollateralAccount for such Bank Investor.  Amountson deposit in such Downgrade Collateral Account shall be released to such BankInvestor (or the stated amount of the letter of credit delivered by such BankInvestor pursuant to subsection (a) above may be reduced) within one BusinessDay after each Remittance Date following the Facility Termination Date to theextent that, after giving effect to the distributions made and received by theLenders or Bank Investors on such Remittance Date, the amount on deposit insuch Downgrade Collateral Account would exceed such Bank Investor’s Pro RataShare (determined as of the day prior to the Facility Termination Date) of thesum of all Tranches then funded by the Lender, plus the InterestComponent.  All amounts remaining in suchDowngrade Collateral Account shall be released to such Bank Investor no laterthan the Business Day immediately following the earliest of (i) theeffective date of any replacement of such Bank Investor or removal of such BankInvestor as a party to this Loan Agreement, (ii) the date on which suchBank Investor shall furnish the related Managing Agent with confirmation thatsuch Bank Investor shall have short-term debt ratings of at least “A-2”or “P-2” from S&P and Moody’s, respectively, without negative creditimplications, and (iii) the Scheduled Termination Date (or if earlier, theScheduled Termination Date in effect prior to any renewal pursuant to Section 2.16to which such Bank Investor does not consent, but only after giving effect toany required purchase pursuant to Section 2.16(b)).  Nothing in this Section 2.15shall affect or diminish in any way any such downgraded Bank Investor’sCommitment to the Borrower or a Lender or such downgraded Bank Investor’s otherobligations and liabilities hereunder and under the other Operative Documents.

### (c)           Program SupportAgreement Downgrade Provisions. Notwithstanding the other provisions of this Section 2.15, aBank Investor shall not be required to make a Downgrade Draw (or provide forthe issuance of a letter of credit in lieu thereof) pursuant to Section 2.15(a)at a time when such Bank Investor has a downgrade collateral account (or letterof credit in lieu thereof) established pursuant to the Program SupportAgreement to which it is a party in an amount at least equal to its Commitment,and the related Managing Agent may apply monies in such downgrade collateralaccount in the manner described in Section 2.16(b) as if suchdowngrade collateral account were a Downgrade Collateral Account.

## Section 2.16.          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 30days of the Borrower’s request, but in any event, no later than 20 days priorto the then current Scheduled Termination Date, the Borrower may arrange for anassignment 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 so

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### assigned as provided above the Agent shall so notify the Borrower, andthe Borrower shall notify the Agent if it desires to extend the then currentScheduled Termination Date.  In the eventthe Borrower, the Agent and the Surety Provider each elects to extend the thencurrent Scheduled Termination Date, (i) the extended Scheduled TerminationDate shall be effective with respect to the renewing Bank Investors,(ii) the Facility Limit shall automatically be reduced to an amount(rounded up to the nearest $1,000) equal to the excess of the Facility Limitthen in effect over the lesser of (A) the aggregate of the Commitments ofall non-renewing Bank Investors and (B) the quotient of (x) theFacility Limit, minus the Net Investment, divided by (y) .98, and(iii) this Loan Agreement and the Commitments of the renewing BankInvestors shall remain in effect in accordance with their terms notwithstandingthe expiration of the Commitments of 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 30 days after the Borrower’s request (but in no event, nolater than 20 days prior to the then Scheduled Termination Date), and if noneor less than all the Commitments of the non-renewing Bank Investors areassigned as provided in Section 2.16 and the Borrower, the SuretyProvider and the Agent each has elected to extend the then current ScheduledTermination Date, then (without limiting the obligations of all the BankInvestors to make Loans and pay any Assignment Amount prior to the ScheduledTermination Date in accordance with the terms hereof) the Lender may sell aninterest in the Net Investment hereunder for an aggregate purchase price equalto the lesser of (i) the maximum aggregate Assignment Amounts which wouldbe payable if the Lender assigned its entire interest in the Net Investment atthat time under Section 2.14, and (ii) the aggregate availableCommitments of the non-renewing Bank Investors, which purchase price shall bepaid solely by the non-renewing Bank Investors, prorataaccording to their respective Commitments. Following the payment of such purchase price, (i) the extendedScheduled Termination Date shall be effective with respect to the renewing BankInvestors, (ii) the Facility Limit shall automatically be reduced by theaggregate of the Commitments of all non-renewing Bank Investors, and(iii) this Loan Agreement and the Commitments of the renewing BankInvestors shall remain in effect in accordance with their terms notwithstandingthe expiration of the Commitments of the non-renewing Bank Investors.  Prior to the Facility Termination Date, allamounts which, under Section 4.1 of the CTA Agreement are to bepaid to the Agent and applied in reduction of the Net Investment, up to theaggregate Net Investment sold to the non-renewing Bank Investors as describedabove in this subsection, shall be distributed to the non-renewing BankInvestors ratably according to the aggregate Net Investment held by them, inreduction 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 prorata share of the Net Investment. When (after the expiration of the Commitments of the non-renewing BankInvestors) the aggregate of the Net Investment described above in thissubsection shall have been reduced to zero and all accrued Discount allocablethereto and all other Aggregate Unpaids owing to such Bank Investors shall havebeen paid to such Bank Investors in full, then such Bank Investors shall ceaseto be parties to this Loan Agreement for any purpose.

## Section 2.17.          CommitmentRenewal Request.  Except in the caseof an early renewal as agreed upon by the Borrower and the Managing Agents, theBorrower may, not earlier than 120 days or later than 60 days prior to theScheduled Termination Date, request that the Bank

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## Investors renew their Commitments hereunder, provided that no suchrenewal may be requested if it would cause the Scheduled Termination Date to belater than 364 days after the then-current Scheduled Termination Date (or, ifthe 364th day is not a Business Day, the immediately preceding Business Day) orsuch fewer number of days as the Agent shall specify by notice to theBorrower.  Each Bank Investor shallnotify the Borrower as to whether it consents to such renewal within 30 days ofthe Scheduled Termination Date, and the failure of any Bank Investor to sonotify the Borrower shall be deemed to mean that such Bank Investor does notconsent to such renewal.  At the time suchconsent becomes effective, the Scheduled Termination Date shall be the datethat was requested by the Borrower in accordance with the first sentence ofthis Section 2.17.

## Section 2.18.          InterestRate Protection Agreements.  TheBorrower agrees that (i) from and after the occurrence of an Interest RateProtection Date, it shall provide to the Agent for the benefit of the Lendersand the Bank Investors promptly, and in any event not later than three (3)Business Days after such Interest Rate Protection Date, an Interest RateProtection Agreement approved by each Managing Agent and (ii) prior to theexecution of any Interest Rate Protection Agreement at any other time, it shallprovide a copy of the proposed Interest Rate Protection Agreement to the Agent forapproval by each Managing Agent.  Anysuch Interest Rate Protection Agreement shall be provided and maintained at theBorrower’s sole cost and expense from funds other than Collections.

# ARTICLE 3

# REPRESENTATIONSAND WARRANTIES

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

### (a)           Existence andStanding.  The Borrower (i) is abusiness trust duly organized, validly existing, and in good standing under thelaws of the 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 Document 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, 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, 

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### subject to applicable bankruptcy, insolvency, moratorium, or othersimilar 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 permitted by the Operative Documents), and allmortgages, financing statements, and other documents required to be recorded orfiled in order to perfect and protect the Collateral against all creditors ofand purchasers from the Borrower will have been duly filed in each filingoffice necessary for such purpose and all filing fees and taxes, if any,payable in connection with such filings shall have been paid in full.

### (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 Surety Provider, any Lender, any BankInvestor, the Agent or any Managing Agent for purposes of or in connection withthis Loan Agreement or any transactions contemplated hereby is, and all suchinformation hereafter furnished by the Borrower to any Lender, any BankInvestor, the Agent, the Surety Provider or any Managing Agent will be, trueand accurate in every material respect on the date such information is statedor certified.

### (g)           Tax Status.  The Borrower has filed all tax returns (federal,state, and local) required to be filed and has paid or made adequate provisionfor the payment of all taxes, assessments, and other governmental 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 atthe offices 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 Facility Termination Event or, to theknowledge of the Borrower, a Potential Event of Default or Potential FacilityTermination Event.

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### (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 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 ServicingFee) on the Accounts to be purchased with the proceeds of a Loan due after theapplicable Cut-Off Date and received more than three Business Days prior to theLoan Date, plus the proceeds of each Full Prepayment of any such Account(including any related payment of interest) received by the Master Servicer afterthe Cut-Off Date but more than three Business Days prior to the Loan Date, willhave been for deposited in the Holding Account in accordance withSection 2.7 of the Master Servicing Agreement.

Any document, instrument,certificate or notice delivered to the Agent or the Managing Agents under thisLoan Agreement shall be deemed a representation and warranty by the Borrower.

## 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,

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## shall be deemed to have certified that all representations andwarranties described in Section 3.1 are true and correct on and as of suchday as though made on and as of such day.

# ARTICLE 4CONDITIONS PRECEDENT

Section 4.1.            Conditions to Effectiveness.  On or prior to the effectiveness of thisAgreement, each Managing Agent, the Agent and the Surety Provider shall havereceived the following documents, instruments, and fees, all of which shall bein a form and substance acceptable to each of them, or the following actionsshall have occurred:

 

### (a)           eachManaging Agent, the Agent, the Trustee and the Surety Provider shall havereceived a copy of the Insurance Agreement duly executed by the parties theretoand the original executed Surety Bond shall have been delivered to the Trustee;

### (b)           eachManaging Agent, the Agent and the Surety Provider shall have received a GoodStanding Certificate for (i) the Borrower issued by the Secretary of Stateof Delaware; (ii) for the Depositor issued by the Secretary of State ofFlorida; (iii) for the Originator, issued by the Secretary of State ofFlorida; and (iv) for each Eligible Originator, issued by the Secretary ofState of Texas, in each case, the certificates of qualification in all foreignjurisdictions where such qualification is material to the transactionscontemplated by this Loan Agreement or the other Operative Documents;

### (c)           eachManaging Agent, the Agent and the Surety Provider shall have received anOpinion of Counsel of special counsel to the Borrower, the Originator, theEligible Originators and the Depositor, covering certain tax, corporate,enforceability, perfection and priority matters set forth in Exhibit Chereto;

### (d)           (i) eachManaging Agent, the Agent, the Trustee and the Surety Provider shall havereceived this Loan Agreement, the BAT Agreement, the DAT Agreement, the MasterServicing Agreement, the Subservicing Agreement and the CTA Agreement, dulyexecuted by the parties thereto and a certified copy of the Trust Agreementduly executed by the Depositor, as Grantor, and the Owner Trustee and (ii) theAgent shall have received the VFN, duly executed by the Borrower;

### (e)           (i)each Managing Agent, the Agent shall have received the Fee Letter related toits Group duly executed by the parties thereto; (ii) the Borrower shallhave paid or caused to be paid to the Agent all amounts to be paid on theClosing Date pursuant to such Managing Agent’s Fee Letter; and (iii) theSurety Provider shall have received any amounts required to be paid to itpursuant to the Insurance Agreement on the Closing Date;

### (f)            acertificate of the secretary or assistant secretary of each of the Borrower,Depositor, each Eligible Originator and Originator certifying and (in the caseof clauses (i) through (iii)) attaching as exhibits thereto,among other things:

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#### (i)            the articles ofincorporation of such entity (certified by the Secretary of State or othersimilar official of the such entity’s jurisdiction of incorporation ororganization, as applicable, as of a recent date);

#### (ii)           the by-laws of suchentity;

#### (iii)          resolutions of theboard of directors or other governing body of such entity authorizing theexecution, delivery and performance by it of each Operative Document to bedelivered by it hereunder or thereunder and all other documents evidencingnecessary corporate action (including shareholder consents) and governmentapprovals, if any; and

#### (iv)          the incumbency,authority and signature of each officer of such entity executing the OperativeDocuments or any certificates or other documents delivered hereunder orthereunder on behalf of it;

### (g)           eachManaging Agent, the Agent and the Surety Provider shall have received anOpinion of Counsel to the Originator, Eligible Originators and the Depositor(i) addressing the true sale of the Accounts (A) from the Originatorand each Eligible Originator to the Depositor and (B) from the Depositorto the Borrower; and (ii) to the effect that, in the event of theinsolvency of the Originator, any Eligible Originator or the Depositor, theBorrower would not be substantively consolidated with any such Person forpurposes of the Bankruptcy Code;

### (h)           eachManaging Agent, the Agent and the Surety Provider shall have received liensearches in the State of Florida with respect to the Originator and theDepositor, the State of its incorporation with respect to any EligibleOriginator, and in the State of Delaware with respect to the Borrower, in formand substance satisfactory to the Agent and the Surety Provider;

### (i)            eachManaging Agent, the Agent, the Trustee and the Surety Provider shall havereceived an opinion of counsel to each of the Custodian and the Trusteecovering certain corporate and enforceability matters, in form and substancesatisfactory to the Agent and the Surety Provider;

### (j)            eachManaging Agent, the Agent and the Trustee shall have received an opinion of theVice President and Assistant General Counsel to the Surety Provider coveringcertain corporate and enforceability matters, in form and substancesatisfactory to the Agent;

### (k)           allamounts, fees and expenses required to be paid on or prior to the Closing Datepursuant to each Managing Agent’s Fee Letter (to the extent not coveredpursuant to clause (e) of this Section 4.1) and Section 7.4 hereof;

### (l)            eachManaging Agent, the Agent and the Surety Provider shall have received(i) financing statements on Form UCC-3 terminating all existingsecurity interests in the Collateral and (ii) financing statements on FormUCC-1 (A) naming each of the Originator and Eligible Originator asDebtor/Seller and the Depositor as Secured Party/Purchaser; (B) naming

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### the Depositor as Debtor/Seller and theBorrower as Secured Party/Purchaser; and (C) naming the Borrower as Debtorand the Trustee as Secured Party; and

### (m)          theAgent and the Surety Provider shall have received such other approvals,documents, instruments, certificates and opinions as either of them shallreasonably 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)           eachManaging Agent shall have received an officers’ certificate to be included inthe form of the Borrowing Request attached hereto as Exhibit B from theBorrower stating that:

#### (i)            no Event ofDefault, Potential Event of Default, Potential Facility Termination Event orFacility Termination Event shall have occurred and the Loan to be made on suchdate 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 it isbound, or any order of any Governmental Authority entered in any proceeding towhich the Borrower is a party or by which it may be bound or to which it may besubject, and all conditions precedent provided in this Loan Agreement relatingto the Loan to be made on such date have been complied with;

#### (ii)           the Borrower is theowner of and has good title to each Account, has not assigned any interest orparticipation in any such Account (or, if any such interest or participationhas been assigned, it has been released) and has the right to Grant each suchAccount to the Trustee, and no other Person has any lien on, security interestin or other rights to any such Account;

#### (iii)          the Borrower hasGranted to the Trustee all of its right, title, and interest in and to eachAccount Granted to the Trustee by it to secure the VFN and the amounts owedhereunder;

#### (iv)          the information setforth in the Schedule of Accounts delivered to the Custodian, the Trustee andthe Agent is correct in all material respects;

#### (v)           no Material AdverseEffect shall have occurred in the affairs of the Borrower or the MasterServicer or the value of the Accounts since June 30, 2004, with respect to thefirst Loan made on or after the Closing Date, or the immediately preceding LoanDate, with respect to each Loan thereafter; and

#### (vi)          the representationsand warranties set forth in Section 3.1 are true and correct on andas of such day as though made on and as of such day.

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#### (b)           allof the Account Documents relating to the Accounts to be purchased on such datehave been delivered 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 FullPrepayment received by the Master Servicer after the Cut-Off Date but no laterthan three Business Days prior to the Loan Date, the Borrower may deliver, orcause to be delivered, as indicated in the Officers’ Certificate from theMaster Servicer delivered pursuant to paragraph (a) of this Section 4.2, thecash proceeds of such Full Prepayment and (ii) in lieu of delivering theAccount Documents for any Account with respect to which foreclosure proceedingshave been commenced and such Account Documents are required in connection withthe prosecution of such proceedings, the Borrower may deliver a trust receiptpursuant to Section 3.2 of the CTA Agreement;

### (c)           theBorrower shall have delivered a Borrowing Request (with a copy to the SuretyProvider) to the Agent and the Managing Agents pursuant to Section 2.3hereof;

### (d)           eachManaging Agent, the Agent, the Surety Provider, the Trustee and the Custodianshall have received the Schedule of Accounts relating to the Accounts to bepurchased with the proceeds of such Loan;

### (e)           eachManaging Agent and the Agent shall have received acknowledgment copies ofproper financing statements, duly filed under the Uniform Commercial Code ofall jurisdictions that the Lender may deem necessary or desirable in order toperfect the ownership interest of the Depositor created by the DAT, theownership interest of the Borrower created by the BAT Agreement and thesecurity interest in favor of the Trustee created by the CTA Agreement and allother filings, notifications, consents and recordings necessary to consummatethe transactions contemplated hereunder and under the other Operative Documentsshall be accomplished and the Agent shall have received evidence of suchfilings, notifications, consents and recordings satisfactory in form andsubstance to the Agent and the Surety Provider;

### (f)            eachManaging Agent and the Agent shall have received copies of all consents,licenses and approvals, if any, required in connection with the execution,delivery and performance by it and the validity and enforceability against itof the Operative Documents to approvals shall be in full force and effect;

### (g)           theDepositor shall have continued to purchase or otherwise acquire all orsubstantially all of the Accounts originated by the Originator (or originatedby an Eligible Originator and sold to the Depositor) on an ongoing basis;

### (h)           aftergiving effect to any requested Loan, no Borrowing Base Deficiency shall exist;

### (i)            theFacility Termination Date shall not have occurred;

### (j)            noServicer Default or default under any Subservicing Agreement shall haveoccurred and be continuing, and no condition that with the giving of notice orthe passage of time world constitute a Servicer Default or a default under anySubservicing Agreement shall have occurred and be continuing;

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### (k)           nomore than 7% of the Accounts then owned by the Borrower may be in arrears for60 days or more as of the last day of any month preceding the Borrowing Date;

### (l)            onsuch date, the weighted average interest rate of all Eligible Accounts, aftergiving effect to all Eligible Accounts to be added on such date, shall begreater than or equal to 7.25% per annum; and

### (m)          ifafter giving effect to any requested Loan, the Net Investment shall be equal toor greater than $125,000,000, the Borrower shall provide to the Surety Providerinformation regarding interest rate protection on the facility.  If none exists, or the current hedge isunacceptable to the Surety Provider, the Borrower and Surety Provider will worktogether to agree on a mutually acceptable solution to be put in place ifrequired by the Surety Provider.

# ARTICLE 5COVENANTS

## 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:

### (a)           Agreed UponProcedures Report.  Prior to December31, 2004 and December 31st ofeach calendar year thereafter, the Borrower shall deliver to each ManagingAgent and the Surety Provider an Agreed Upon Procedures Report with respect toall Accounts owned by the Borrower and such other matters as the Agentreasonably requests; provided, however, so long as no Event of Default,Potential Event of Default, Facility Termination Event or Potential FacilityTermination Event has occurred, the Borrower shall only be required to deliverone Agreed Upon Procedures report at its expense in any calendar year.

### (b)           Other Information.  The Borrower shall deliver to each ManagingAgent and the Agent (i) a copy of all financial documents and reportsprovided to the Borrower by the Depositor, the Originator, any EligibleOriginator or any other Person in any capacity pursuant to the OperativeDocuments, (ii) any material notices with respect to any MortgagedProperty and (iii) such other information (including non-financial information)as any Managing Agent, the Agent or the Surety Provider may from time to timereasonably request.

### (c)           ComplianceCertificate.  The Borrower shalldeliver to the Agent, each Managing Agent and the Surety Provider within 90days after the close of the Borrower’s fiscal year, a compliance certificatesigned by an authorized signatory of the Borrower stating that no Event ofDefault or Potential Event of Default exists, or if any Event of Default orPotential Event of Default exists, stating the nature and status thereof.

### (d)           Notice ofBorrowing Base Deficiency, Event of Default, Potential Event of Default, FacilityTermination Event or Potential Facility Termination Event.  As soon as possible and in any event withintwo Business Days after the Borrower receives notice or has actual knowledge ofthe occurrence of a Borrowing Base Deficiency, an Event of Default, a PotentialEvent of Default, Facility Termination Event or Potential Facility TerminationEvent,

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### the Borrower shall provide to each Managing Agent and the SuretyProvider a statement setting forth details of such Borrowing Base Deficiency,Event of Default, Potential Event of Default,Potential FacilityTermination Event or Facility Termination Event, and the action which theBorrower proposes to take with respect thereto. The Borrower shall notify the Agent and the Surety Provider when theBorrower receives notice or has actual knowledge of the occurrence of any eventof default or event, which, due to the giving of notice or lapse of time, orboth, could become an event of default by itself, the Master Servicer, theDepositor, any Eligible Originator or the Originator in any capacity under anyof the Operative Documents of which it 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 business trust in the State of Delaware andmaintain all requisite authority to conduct its business in each jurisdictionin 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 each Managing Agent, the Agent and theSurety Provider from time to time such information with respect to the Accountsas the Agent or the Surety Provider may reasonably request, including, withoutlimitation, a schedule identifying the Obligor and the Principal Balance foreach 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 any Managing Agent, theAgent or the Surety Provider to carry into effect the purposes of this LoanAgreement and the other Operative Documents or to better assure and confirmunto the Secured Parties their respective rights, powers and remedies hereunderand under the other Operative Documents, including, without limitation, toobtain such consents and give such notices, and to file and record all suchdocuments and instruments, and renew each such consent, notice, filing andrecordation, at such time or times, in such manner and at such places, as maybe necessary or desirable to preserve and protect the position of the SecuredParties hereunder and under the other Operative Documents.  This covenant shall survive the terminationof this Loan Agreement.

### (j)            Access.  The Borrower shall allow, and cause theDepositor to allow, each Managing Agent, the Agent, the Surety Provider andtheir representatives full and complete access during normal business hours andupon reasonable 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 the

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### Borrower and the Depositor available to discuss such aspects of thebusiness, financial condition, or prospects of the Borrower and the Depositoras may be reasonably necessary.

### (k)           Reliance Letters.  Upon the request of either Managing Agent orthe Agent, the Borrower shall provide to the Agent within five (5) BusinessDays, reliance letters with respect to all legal opinions delivered on theClosing Date (or new legal opinions addressing the same matters covered in theoriginal legal opinions) addressed to any entity which becomes a ProgramSupport Provider after the Closing Date, to the extent such legal opinions didnot permit reliance when delivered.

### (l)            Amendments;Miscellaneous.

#### (i)            The Borrower shall furnish to theSurety Provider, the Trustee, the Custodian, each Managing Agent and the Agentcopies of the form of each proposed amendment to the Trust Agreement, theMaster Servicing Agreement or the Subservicing Agreement at least 60 days priorto the proposed date of adoption of any such proposed amendment.

#### (ii)           The Borrower will at all times holditself out to the public under the Borrower’s own name and as a separate anddistinct entity from Walter Industries, Inc. and any of its Affiliates.

#### (iii)          The Borrower will at all times beresponsible for the payment of all its obligations and indebtedness, will atall times maintain a business office, records, books of account, and fundsseparate from the Depositor and will observe all customary formalities ofindependent existence.

#### (iv)          To the extent such compliance involvesquestions of law, the Borrower shall be deemed in compliance with therequirements of any provision of this paragraph (l) if it is acting inaccordance with an opinion of counsel as to such requirements.

### (m)          Weighted Average.  The weighted average interest rate of allEligible Accounts 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 Business Days after theBorrower 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 any Managing Agent,the Agent or the Surety Provider.

### (o)           Due DiligenceReview.  Prior to October 15th of each calendar year, the Borrower shallcomplete a Due Diligence Review with respect to all Accounts owned by theBorrower and such other matters as any Managing Agent or the Agent reasonablyrequests; provided, however, so long as no Event of Default,Potential Event of Default, Facility 

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### Termination Event or Potential Facility Termination Event has occurred,the Borrower shall only be required to complete one Due Diligence Review at itsexpense 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)           No Extension orAmendment of Accounts.  Except aspermitted by Section 2.1(j) of the Master Servicing Agreement or Section 3.4 ofthe CTA Agreement, the Borrower will not extend, amend, or otherwise modify theterms of any Account, or amend, modify, or waive any term or condition of anyAccount Document related thereto.

### (b)           No Sale.  The Borrower shall not sell, transfer,exchange or otherwise dispose of any portion of the Collateral (other than anyAccounts which are not Eligible Accounts or otherwise excluded from theBorrowing Base) except as expressly permitted by the Operative Documents.

### (c)           No Insurance.  The Borrower shall not obtain or carryinsurance relating to the Accounts separate from that required by the MasterServicing Agreement, unless the Trustee shall have the same rights with respectthereto as it has with respect to the insurance required by the MasterServicing Agreement.

### (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.  The Borrower shall not (i) permit thevalidity or effectiveness of this Loan Agreement or the CTA Agreement to beimpaired, or permit the lien of the CTA Agreement to be amended, hypothecated,subordinated, terminated or discharged, or permit any Person to be releasedfrom any covenants or obligations under this Loan Agreement or, (ii) exceptas may be expressly permitted by the Operative Documents, permit any lien,charge, security interest, mortgage or other encumbrance (other than the lienof the CTA Agreement) to be created on or extend to or otherwise arise upon orburden the Collateral or any part thereof or any interest therein or theProceeds thereof, or (iii) except as permitted by the Operative Documents,permit the lien of the CTA Agreement not to constitute a valid and perfectedfirst priority security 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.

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### (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 10 days priorto the effective date of any such change the Borrower delivers to the TrusteeUCC financing statements, executed by the Borrower, necessary to reflect suchchange and to continue the perfection of the Trustee’s (for the benefit of theSecured 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 they are maintained on the Closing Date,except as permitted in accordance with Section 2.8.

### (l)            Successor MasterServicer.  The Borrower shall notpermit any change of master servicer, except in accordance with the MasterServicing Agreement.

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

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

# ARTICLE 6

# EVENTS OF DEFAULTAND 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;

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### (e)           The default by theBorrower in the performance of any material covenant or undertaking (i) to beperformed or 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 provisionhereof (other than described in paragraph (b) of this Section 6.1) or under anyother Operative 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, for any reason, fail to have a valid andfirst priority perfected 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;

### (i)            (i) The amount ondeposit in the Reserve Account fails to reach the Specified Reserve AccountRequirements on or prior to the 15th Remittance Date following the Closing Dateor on or prior to the sixth Remittance Date following a Reserve Account Event;provided that (ii) for the period extending six (6) Remittance Datesfollowing each  Take-Out, there shall beno Event of Default under this clause (i) unless the amount on deposit in theReserve Account shall fail to be equal to or greater than the sum of (A) theScheduled Reserve Account 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 threeconsecutive 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 threeconsecutive 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; or

### (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);

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### (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;

### (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 FacilityTermination Date to have occurred, by a notice in writing to the Borrower andthe Agent, and upon such declaration the entire unpaid principal amount of theVFN, together with accrued and unpaid interest thereon, shall becomeimmediately due and payable and the Facility Termination Date shall haveoccurred.  Upon the occurrence of anEvent of Default, the Trustee may, and if directed by the Controlling Party,shall, proceed to protect and enforce its rights and the rights of the SecuredParties, including its and their rights under the Operative Documents, and toenforce any other proper remedy or legal or equitable right vested in theTrustee by this Loan Agreement, the CTA Agreement or any other OperativeDocument or by law, by such appropriate actions and proceedings as the Trusteeshall deem most effective or as so directed. Upon the declaration of an Event of Default, the Controlling Party, inaddition to all other rights and remedies it has under the Operative Documents,shall have all other rights and remedies provided under the UCC and all otherapplicable laws.  The FacilityTermination Date shall be deemed to have occurred automatically upon theoccurrence of any event described in clause (f) of Section 6.1 with respect tothe Borrower.

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### (b)           If a FacilityTermination Event shall have occurred, the Controlling Party may declare theFacility Termination Date to have occurred and upon such declaration, the FacilityTerm 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 Lenders and anycommercial paper issuer that finances the Lenders, the Bank Investors, theAgent, the Managing Agents, the Surety Provider and their respective officers,directors, employees, counsel and other agents (collectively, “IndemnifiedParties”) from and against any and all damages, losses, claims,liabilities, costs and expenses, including reasonable attorneys’ fees (whichsuch attorneys may be employees of the Bank Investors, the Agent, the ManagingAgents or the Lenders and any commercial paper issuer that finances theLenders, as applicable) and disbursements (all of the foregoing beingcollectively referred to as “Indemnified Amounts”) awarded against orincurred by any of them in any action or proceeding between the Borrower) andany of the Indemnified Parties or between any of the Indemnified Parties andany third party or otherwise arising out of or as a result of this LoanAgreement, the other Operative Documents, the funding or maintenance, eitherdirectly or indirectly, by the Agent, the Managing Agents, the Lenders(including through any Program Support Provider) or any Bank Investor of theNet Investment or any of the other transactions contemplated hereby or thereby,excluding, however, (i) Indemnified Amounts to the extent resulting fromgross negligence or willful misconduct on the part of such Indemnified Party,or (ii) recourse (except as otherwise specifically provided in this Agreement)for uncollectible Accounts.  Withoutlimiting the generality of the foregoing, the Borrower shall indemnify eachIndemnified Party for Indemnified Amounts relating to or resulting from:

### (a)           anyrepresentation or warranty made by the Borrower, under or in connection withthis Loan Agreement, any of the other Operative Documents or any otherinformation or report delivered by the Borrower pursuant hereto, or pursuant toany of the other Operative Documents which shall have been incomplete, false orincorrect in any respect when made or deemed made;

### (b)           thefailure by the Borrower to comply with any applicable Law with respect to anyAccount, or the nonconformity of any Account with any such applicable Law;

### (c)           thefailure to create and maintain a valid and perfected first priority securityinterest in favor of the Trustee, for the benefit of the Secured Parties, inthe Collateral, free and clear of any Adverse Claim;

### (d)           thefailure to file or record, or any delay in filing or recording, financingstatements, continuation statements, mortgages or other similar instruments ordocuments under the UCC of any applicable jurisdiction or other applicable lawswith respect to any of the Affected Assets;

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### (e)           anydispute, claim, offset or defense (other than discharge in bankruptcy) of theObligor to the payment of any Account (including a defense based on suchAccount not being the legal, valid and binding obligation of such Obligorenforceable against it in accordance with its terms), or from any breach oralleged breach of any provision of the Accounts restricting assignment of anyAccounts;

### (f)            any productsliability claim or personal injury or property damage suit or other similar orrelated claim or action of whatever sort arising out of or in connection withmerchandise or services which are the subject of any Account;

### (g)           the transfer of aninterest in any Account other than an Eligible Account;

### (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;

### (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;

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### (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 marketingtransactions rated 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)            shall subject any Indemnified Party(or its applicable lending office) to any tax, duty or other charge (other thanExcluded Taxes, as defined below) with respect to this Loan Agreement, theother Operative Documents, the maintenance or financing of the Net Investment,or payments of amounts due hereunder, or shall change the basis of taxation of paymentsto any Indemnified Party of amounts payable in respect of 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 thecredit 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)           shall impose, modify or deemapplicable any reserve, special deposit or similar requirement (including anysuch requirement imposed by the Board of Governors of the Federal ReserveSystem) against assets of, deposits with or for the account of, or creditextended by, any Indemnified Party or shall impose on any Indemnified Party oron the United States market for certificates of deposit or the London interbankmarket any other condition affecting this Loan Agreement, the other OperativeDocuments, the maintenance or financing of the Net Investment, or payments ofamounts due hereunder or its obligation to advance funds hereunder, eitherdirectly or through a Program Support Agreement or the credit or liquiditysupport provided by a Program Support Provider or otherwise in respect of thisLoan Agreement, the other Operative Documents, the maintenance or financing ofthe Net Investment; or

#### (iii)          imposes upon any Indemnified Party anyother condition or expense (including any loss of margin, reasonable attorneys’fees and expenses, and expenses of litigation or preparation therefor incontesting any of the foregoing) with respect to this Loan Agreement, the otherOperative Documents, the maintenance or 

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#### financing ofthe Affected Assets or Net Investment, or payments of amounts due hereunder orits obligation to advance funds, either directly or through a Program SupportAgreement or the credit or liquidity support furnished by a Program SupportProvider or otherwise in respect of this Loan Agreement, the other OperativeDocuments, 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, the obligations hereunder, the funding of anyLoans hereunder or through Program Support Agreement, by an amount deemed bysuch Indemnified Party to be material, then, within ten (10) days after demandby such Indemnified Party through the related Managing Agent, the Borrowershall pay to the related Managing Agent, for the benefit of such IndemnifiedParty, such additional amount or amounts as will compensate such IndemnifiedParty for such 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 Lenders, 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 related Managing Agent, theBorrower shall pay to the related Managing Agent, for the benefit of suchIndemnified Party, such additional amount or amounts as will compensate suchIndemnified Party (and in the case of the Lenders, any Program SupportProvider) (or its parent) for such reduction. For the avoidance of doubt, any interpretation of Accounting ResearchBulletin No. 51 by the Financial Accounting Standards Board shall constitute anadoption, change, request or directive 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 Lenders or other Indebtedness of theLenders) shall affect the Indemnified Party’s right to receive suchcompensation.  A notice by the Agent orthe applicable Indemnified Party claiming compensation under this Section andsetting forth the additional amount or amounts to be paid to it hereunder shallbe conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable IndemnifiedParty may use any reasonable averaging and attributing 

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### methods.  The Indemnified Partyshall provide the Borrower with reasonably detailed calculations supportingsuch amounts.

### (d)           Anything in this Section7.2 to the contrary notwithstanding, if any Lender enters into agreementsfor the acquisition of interests in receivables from one or more OtherTransferors, such Lender shall allocate the liability for any amounts underthis 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 or the Master Servicer and not attributable to anyOther Transferor, the Borrower shall be solely liable for such Additional Costsor if such Additional Costs are attributable to Other Transferors and notattributable to the Borrower, the Originator or the Master 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)           All payments anddistributions made hereunder by the Borrower (the “payor”) to any Lender(directly or to a Program Support Provider), any Managing Agent, any BankInvestor or the Agent (each, a “recipient”) shall be made free and clearof and without deduction for any present or future income, excise, stamp orfranchise taxes and any other taxes, fees, duties, withholdings or othercharges of any nature whatsoever imposed by any taxing authority on anyrecipient (or any assignee of such parties) (such non-excluded items beingcalled “Taxes”), but excluding franchise taxes and taxes imposed on ormeasured by the recipient’s net income or gross receipts (“Excluded Taxes”).  In the event that any withholding ordeduction from any payment made by the payor hereunder is required in respectof any Taxes, then such payor shall:

#### (i)            pay directly to the relevantauthority the full amount required to be so withheld or deducted;

#### (ii)           promptly forward to each ManagingAgent an official receipt or other documentation satisfactory to each ManagingAgent evidencing such payment to such authority; and

#### (iii)          pay to the recipient such additionalamount or amounts as is necessary to ensure that the net amount actuallyreceived by the recipient will equal the full amount such recipient would havereceived had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted againstany recipient with respect to any payment received by such recipient hereunder,the recipient may pay such Taxes and the payor will promptly pay suchadditional amounts (including any penalties, interest or expenses) as shall benecessary in order that the net amount received by the recipient after thepayment of such Taxes (including any Taxes on such additional amount) shallequal the amount such recipient would have received had such Taxes not beenasserted.

 

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If the payor fails to pay any Taxes when due to theappropriate taxing authority or fails to remit to the recipient the requiredreceipts or other required documentary evidence, the payor shall indemnify therecipient for any incremental Taxes, interest, or penalties that may becomepayable by any recipient as a result of any such failure.

### (b)           Each Lender, BankInvestor or Conduit Assignee that is not a United States Person (as such termis defined in Section 7701(a)(30) of the Code (a “US Person”)) for UnitedStates federal income tax purposes (a “Non-US Lender”) shall deliver or causedto be delivered to the Borrower and the Agent the following properly completedand duly executed documents;

#### (i)            two complete and executed (x) U.S.Internal Revenue Forms W-8BEN (or any successor form thereto) with respect toan income tax treaty providing for a zero rate of withholding tax on interest,or (y) U.S. Internal Revenue Service Forms W-8ECI (or any successor formthereto); or

#### (ii)           two complete and executed U.S. InternalRevenue Service Forms W-8BEN (or any successor form thereto), including allappropriate attachments, documenting the status of such Lender, Bank Investoror Conduit Assignee as a Non-U.S. Lender and (y) a Section 5.11 Certificate.

Such documents shall be delivered by each such Lender,Bank Investor or Conduit Assignee on or before the date it becomes a party tothis Loan Agreement and on or before the date, if any, such Lender, BankInvestor or Conduit Assignee changes its applicable lending office bydesignating a different lending office (a “New Lending Office”).  In addition, each Lender, Bank Investor orConduit Assignee shall deliver to cause to be delivered such Forms and /orCertificates promptly upon or before the expiration, obsolescence or invalidityof any document previously delivered by such Lender, Bank Investor or ConduitAssignee.  Notwithstanding any otherprovision of this Section 7.3(b), a Lender, Bank Investor or Conduit Assigneeshall not be required to deliver any document pursuant to this Section 7.3(b)that such Lender, Bank Investor or Conduit Assignee is not legally able todeliver.

### (c)           The Borrower shallnot be required to indemnify any Lender, Bank Investor or Conduit Assignee orto pay any additional amounts to any Lender, Bank Investor or Conduit Assigneein respect of any U.S. federal income or withholding tax pursuant to thissection 7.3 to the extent that the obligation to withhold any amounts withrespect to U.S. federal income tax existed on the date such Lender, Bank Investoror Conduit Assignee became a party to this Loan Agreement.

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

(a)           The Borrower agrees, upon receipt ofa written invoice, to cause to be paid, and to save the Lenders, the SuretyProvider, the Bank Investors, the Managing Agents and the Agent harmlessagainst liability for the payment of, all reasonable out-of-pocket expenses(including reasonable attorneys’ fees and expenses, any filing fees andexpenses incurred by officers or employees of any Lender, any Bank Investor,any Managing Agent and/or the Agent) or intangible, documentary or recordingtaxes incurred by or on behalf of any Lender, any Bank 

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Investor, any ManagingAgent or the Agent (i) in connection with the preparation, negotiation,execution and delivery of this Loan Agreement, the other Operative Documentsand any documents or instruments delivered pursuant hereto and thereto and thetransactions contemplated hereby or thereby (including the perfection orprotection of the Collateral) and (ii) from time to time (A) relatingto any amendments, waivers or consents under this Loan Agreement and the otherOperative Documents, (B) arising in connection with any Lender’s, any BankInvestor’s, any Managing Agent’s, the Surety Provider’s or the Agent’senforcement or preservation of rights (including the perfection and protectionof the Collateral under the CTA Agreement and this Loan Agreement) or(C) arising in connection with any audit, dispute, disagreement,litigation or preparation for litigation involving this Loan Agreement or anyof the other Operative Documents (all of such amounts, collectively, “TransactionCosts”).

(b)           The Borrower shall pay the Lenders orBank Investors, as applicable, on demand an Early Collection Fee due on accountof the reduction of the Net Investment on a day prior to a Remittance Date.

(c)           The Borrower shall pay each ManagingAgent for the account of the related 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 theLenders or Bank Investors (as reasonably determined by the Agent) as a resultof any reduction of any portion of any Loan other than on the maturity date ofthe Commercial Paper (or other financing source) funding such portion of anyLoan, such compensation to be (i) limited to an amount equal to any loss orexpense suffered by the Lenders or the Bank Investors during the period fromthe date of receipt of such repayment to (but excluding) the maturity date ofsuch Commercial Paper (or other financing source) and (ii) net of the income,if any, received by the recipient of such reductions from investing theproceeds of such reductions of such portion of any Loan.  The determination by the Managing Agents ofthe amount of any such loss or expense shall be set forth in a written noticeto the Borrower in reasonable detail and shall be conclusive, absent manifesterror and shall be accompanied by reasonably appropriate back-up materials withrespect to such amounts.

## 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 funds specifiedin and in accordance with Section 4.1(d)(viii) and (x) of the CTA Agreement.

# ARTICLE 8

# MISCELLANEOUS

## Section 8.1.            Term ofAgreement.  This Loan Agreement shallterminate following the Facility Termination Date when the Net Investment hasbeen 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 Surety Provider, the Agent, the ManagingAgents, the Bank Investors or the Lenders with respect to any representationand warranty made or deemed to be made by Borrower pursuant to this LoanAgreement, (ii) the indemnification and payment provisions of 

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## Article VII and (iii) the agreement set forth in Sections 8.9, 8.10 and8.11 hereof, shall be continuing and shall survive any termination of this LoanAgreement.

## Section 8.2.            Waivers;Amendments.

### (a)           No failure or delayon the part of the Agent, any Managing Agent, any Bank Investor, the SuretyProvider or any Lender in exercising any power, right, or remedy under thisLoan Agreement shall operate as a waiver thereof, nor shall any single orpartial exercise of any such power, right, or remedy preclude any other furtherexercise thereof or the 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.

### (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 Surety Provider, the Agent, theManaging Agents, the Majority Investors and the Lenders; provided thatno such amendment or waiver shall, unless signed by each Bank Investor directlyaffected thereby, (i) increase the Commitment of a Bank Investor, (ii) reducethe Net Investment or rate of Discount to accrue thereon or any fees or otheramounts payable hereunder, (iii) postpone any date fixed for the payment of anyscheduled distribution in respect of the Net Investment or Discount withrespect thereto or any fees or other amounts payable hereunder or fortermination of any Commitment, (iv) change the percentage of the Commitments ofBank Investors which shall be required for the Bank Investors or any of them totake any action under this Section or any other provision of this LoanAgreement, (v) release all or substantially all of the property withrespect to which a security or ownership interest therein has been granted hereunderto the Agent or the Bank Investors or (vi) extend or permit the extension ofthe Scheduled Termination Date (it being understood that a waiver of an Eventof Default shall not constitute an extension or increase in the Commitment ofany Bank Investor); and provided, further, that the signature ofthe Borrower and the Depositor shall not be required for the effectiveness ofany amendment which modifies the representations, warranties, covenants orresponsibilities of the Master Servicer at any time when the Master Servicer isnot the Depositor or any Affiliate of the Depositor or a successor MasterServicer is designated by the Agent pursuant to Section 7.1.  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 threeBusiness Days following such posting, (c) if given by overnight courier, one(1) Business Day after deposit thereof with a national overnight courierservice, or (d) if given by any other means, when received at the addressspecified in this Section 8.3, provided that a Borrowing Requestshall only be effective 

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## upon receipt by the related Managing Agent.  However, anything in this Section 8.3to the contrary notwithstanding, the Borrower hereby authorizes the ManagingAgents, the Bank Investors and the Lenders to effect Loans and Rate Periodselections and to make Eligible Investments based on telephonic notices made byany Person which the Agent in good faith believes to be acting on behalf of theBorrower.  The Borrower agrees to deliverpromptly to each Managing Agent a written confirmation of each telephonicnotice signed by an Authorized Officer of the Borrower.  However, the absence of such confirmationshall not affect the validity of such notice. If the written confirmation differs in any material respect from theaction taken by the Agent, the records of the Agent shall govern absentmanifest error.

If to the Lenders:

YC SUSI TrustBank of America, N.A.214 N. Tryon StreetCharlotte, North Carolina  28255Attention:  Margaux LucasTelephone:  (704) 387-7778Telecopy:  (704) 409-0594

(with a copy to the related Managing Agent)

Atlantic Asset Securitization LLCCalyon New York Branch Building1301 Avenue of the AmericasNew York, New York 10019Attention:  Matthew CroghanTelephone:  (212) 261-7819Telecopy:  (212) 459-3258

(with a copy to the related Managing Agent)

If to the Borrower:

Mid-State Trust IXc/o Wilmington Trust Company1100 North Market StreetWilmington, Delaware 19890Attention:  Bruce L. BissonTelephone:  (302) 651-1000Telecopy:  (302) 651-8882

Payment Information:

Bank of America,Dallas TXABA # : 111 000 012Acct. Name: Mid-State Trust IXAcct. #:  375 056 1634Ref: Mid-State Trust IX / YC SUSI Trust

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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 Trust Administration - Mid-State Trust IXTelephone:  (212) 815-6140Telecopy:  (212) 815-3986

If to the Custodian:

Treasury Bank, a division of Countrywide Bank, N.A.4100 E. Los Angeles Ave.Simi Valley, CA 93063Attention:  Teresita QueTelephone:  (805) 577-6028Telecopy:  (805) 577-6069

If to the Agent, Managing Agent or Bank Investor:

Bankof America, N.A. 214 North Tryon StreetCharlotte, NC  28255Attention: Margaux LucasTelephone:  (704) 387-7778Telecopy:  (704) 409-0594

Payment Information:

Deutsche Bank, New Yorkas Trustee for YC SUSI TrustABA 021-001-033Account No. 00-428-541Ref:  Mid-StateAttention:  Orinthia Skeete

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If to the Managing Agent or Bank Investor:

Calyon New York BranchCalyon New York Branch Building1301 Avenue of the AmericasNew York, New York 10019Attention:  Matthew CroghanTelephone:  (212) 261-7819Telecopy:  (212) 459-3258

Payment Information:

Calyon New York BranchABA 026-008-073for the account of Atlantic Asset Securitization LLCAccount No. 01-25680-0001-00-001Attention:  Elaine Constantine

If to the Surety Provider:

Ambac Assurance Corporation. One State Street Plaza, 19th FloorNew York, New York 10004Attention: Structured Finance -Mortgage-Backed SecuritiesTelephone:  (212) 208-3387Telecopy:  (212) 363-1459

## 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 SHALLAFFECT THE RIGHT OF THE AGENT, THE MANAGING AGENTS, THE LENDERS, THE SURETYPROVIDER OR ANY BANK INVESTOR TO BRING ANY ACTION OR PROCEEDING AGAINST THEBORROWER, OR ANY OF ITS PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.

 

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### (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 invalidateor render 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 the Surety Provider and theirrespective successors and assigns; provided, however, that theBorrower may not assign any of its rights or delegate any of its duties hereunderwithout the prior written consent of the Surety Provider and the Agent.  Except as set forth in clause (b) below, noprovision of this Loan Agreement shall in any manner restrict the ability ofany Lender or any Bank Investor to assign, participate, grant securityinterests in, or otherwise transfer any portion of its interest under theOperative 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 a Managing Agent, on behalf of the related Lender, theAgent and, if such assignee is not an Affiliate of the related Managing Agent,the reasonable consent of the Borrower. Such Person shall, upon the execution of the Assignment and AssumptionAgreement referred 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 fullyevidence the assignee’s right, title and interest in and to such interest andto enable the Agent, on behalf of such assignee, to exercise or enforce anyrights hereunder and under the other Operative Documents to which such assignoris or, immediately prior to such assignment, was a party.  

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### Upon any such assignment, (i) the assignee shall have all of the rightsand obligations of the assignor hereunder and under the other OperativeDocuments to which such assignor is or, immediately prior to such assignment,was a party with respect to such assignor’s Commitment and interest in the NetInvestment for all purposes of this Loan Agreement and under the other OperativeDocuments to which such assignor is or, immediately prior to such assignment,was a party and (ii) the assignor shall have no further obligations withrespect to the portion of its Commitment which has been assigned and shallrelinquish its rights with respect to the portion of its interest in the NetInvestment which has been assigned for all purposes of this Loan Agreement andunder the other Operative Documents to which such assignor is or, immediatelyprior to such assignment, was a party. No such assignment shall be effective unless a fully executed copy ofthe related Assignment and Assumption Agreement shall be delivered to the Agentand the Borrower.  Upon execution, theAgent shall deliver a copy of the related Assignment and Assumption Agreementto the Trustee.  All costs and expensesof the Agent incurred in connection with any assignment hereunder shall beborne by the Bank Investor and such assignee. No Bank Investor shall assign any portion of its Commitment hereunderwithout also simultaneously assigning an equal portion of its interest in theProgram Support Agreement to which it is a party or under which it has acquireda participation.

### (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 or the Master Servicer or the performance or observance by theBorrower, any Eligible Originator, the Originator, the Depositor or the MasterServicer of any of their respective obligations under this Loan Agreement, theother Operative Documents or any other instrument or document furnishedpursuant hereto; (iii) such assignee confirms that it has received a copy ofthis Loan Agreement, each other Operative Document and such other instruments,documents and information as it has deemed appropriate to make its own creditanalysis and decision to enter into such Assignment and Assumption Agreementand to purchase such interest; (iv) such assignee will, independently andwithout reliance upon the Agent, or any of its Affiliates, or the assignor andbased on such agreements, documents and information as it shall deemappropriate at the time, continue to make its own credit decisions in taking ornot taking action under this Loan Agreement and the other Operative Documents;(v) such assignee appoints and authorizes the Agent to take such action asagent on its behalf and to exercise such powers under this Loan Agreement, theother Operative Documents and any other instrument or document furnished pursuanthereto or thereto as are delegated to the Agent by the terms hereof or thereof,together with such powers as are reasonably incidental thereto and to enforceits respective rights and interests in and under this Loan Agreement, the otherOperative Documents and the Affected Assets; (vi) such assignee agrees that itwill perform in accordance with their terms all of the obligations which by theterms of this Loan Agreement and the other Operative Documents are required tobe performed by it as the assignee of the assignor; and (vii) such assigneeagrees that 

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### it will not institute against any Lender any proceeding of the typereferred to in Section 8.10 prior to the date which is one year and oneday after the payment in 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 any Lender, the Surety Provider, the Agent, any Managing Agentor any Bank Investor (A) to any of any Lender, any nationally recognized ratingagency rating a Lender’s commercial paper, the Surety Provider, the Agent, anyManaging Agent, the Liquidity Provider, the Dealers, or the Credit SupportProvider, any other Bank Investor, any dealer or placement agent of ordepositary for a Lender’s Commercial Paper or any of such Person’s counsel oraccountants in relation to this Loan Agreement or (B) to such other Persons inconnection with the enforcement by any such Person of its rights hereunder orunder any other Operative Document.  Suchconsent shall not extend to information concerning any Affiliate of theBorrower.

## Section 8.8.            ConfidentialityAgreement.

(a)           The Borrower hereby agrees that itwill not disclose the contents of this Loan Agreement or any other proprietaryor confidential information of any Lender, any Bank Investor, the Agent, anyManaging Agent, the Surety Provider, the Trustee, the Custodian, the LiquidityProvider or the Credit Support Provider to any other Person except (i) itsauditors and attorneys, employees or financial advisors (other than anycommercial bank), and any nationally recognized rating agency, provided suchauditors, attorneys, employees, financial advisors, or rating agencies areinformed of the highly confidential nature of such information or (ii) asotherwise required by applicable law or order of a court of competentjurisdiction.

(b)           The Lenders, the Bank Investors, theSurety Provider, the Agent, the Managing Agents, the Trustee and the Custodianeach 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 connected to this Loan Agreement to any other Person except(i) its auditors and attorneys, employees or financial advisors (otherthan any commercial bank), and any nationally recognized rating agency, providedsuch auditors, attorneys, employees, financial advisors, or rating agencies areinformed of the highly confidential nature of such information, (ii) asotherwise required by applicable law or order of a court of competentjurisdiction or (iii) as permitted pursuant to Section 8.7.

(c)           Notwithstanding anything herein tothe contrary, except as reasonably necessary to comply with applicablesecurities laws, each party (and each employee, representative or other agentof each party) hereto may disclose to any and all persons, without limitationof any kind, any information with respect to the United States federal income “taxtreatment” and “tax structure” (in each case, within the meaning of TreasuryRegulation Section 1.6011-4) of the transactions contemplated hereby and allmaterials of any kind (including opinions or other tax analyses) that areprovided to such parties (or their representatives) relating to such taxtreatment and tax structure; provided that with respect to any documentor similar item that in either case contains information concerning the taxtreatment or tax structure of the transaction as well as other information,this sentence shall only apply to such portions of the 

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document or similar itemthat relate to the United States federal income tax treatment or tax structureof the transactions contemplated hereby.

## Section 8.9.            Liabilityof Owner Trustee.  It is expresslyunderstood and agreed by the parties hereto that (a) this Loan Agreement isexecuted and delivered by Wilmington Trust Company, not individually orpersonally but solely as Owner Trustee under the Trust Agreement, in theexercise of the powers and authority conferred and vested in it as the OwnerTrustee, (b) each of the representations, undertakings and agreements hereinmade on the part of the Borrower is made and intended not as personalrepresentations, undertakings and agreements by Wilmington Trust Company but ismade and intended for the purpose for binding only the Borrower, (c) nothingherein contained shall be construed as creating any liability on WilmingtonTrust Company, individually or personally, to perform any covenant eitherexpressed or implied contained herein, all such liability, if any, beingexpressly waived by the other parties hereto and by any Person claiming by,through or under such parties and (d) under no circumstances shall WilmingtonTrust Company be personally liable for the payment of any indebtedness orexpenses of the Borrower or be liable for the breach or failure of anyobligation, representation, warranty or covenant made or undertaken by the Borrowerunder this Loan Agreement.

## Section 8.10.          NoBankruptcy Petition Against the Lender. The Borrower hereby covenants and agrees that, prior to the date whichis one year and one day after the payment in full of all outstanding CommercialPaper or other indebtedness of the Lenders, it will not institute against, orjoin any other Person in instituting against, any Lender any bankruptcy,reorganization, arrangement, insolvency, or liquidation proceedings or othersimilar proceeding under the laws of the United States or any state of theUnited States.

## Section 8.11.          NoRecourse Against Lender. Notwithstanding anything to the contrary contained in this LoanAgreement, the obligations of the Lenders under this Loan Agreement and allother Operative Documents are solely the corporate obligations of the Lendersand 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 Lenders to Conduit Assignee.

(a)           Without limiting Section 2.14 or 8.6hereof, a Lender may, from time to time, with prior or concurrent notice to theBorrower and the Master Servicer, in one transaction or a series oftransactions, assign all or a portion of the Net Investment and its rights andobligations under this Loan Agreement and any other Operative Documents towhich it is a party to a Conduit Assignee. Upon and to the extent of such assignment by a Lender to a ConduitAssignee, (i) such Conduit Assignee shall be the owner of the assigned portionof the Net Investment, (ii) the related administrator for such Conduit Assigneewill act as the Managing Agent for such Conduit Assignee, with allcorresponding rights and powers, express or implied, granted to the ManagingAgents hereunder or under the other Operative Documents, (iii) such ConduitAssignee and its liquidity support provider(s) and credit support provider(s)and other related parties shall have the benefit of all the rights andprotections provided to such Lender and its Program Support Provider(s) hereinand in the other Operative Documents (including any 

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limitation on recourse against such Conduit Assigneeor related parties, any agreement not to file or join in the filing of apetition to commence an insolvency proceeding against such Conduit Assignee,and the right to assign to another Conduit Assignee as provided in thisparagraph), (iv) such Conduit Assignee shall assume all (or the assigned orassumed portion) of such Lender’s obligations, if any, hereunder or any otherOperative Document, and such Lender shall be released from such obligations, ineach case to the extent of such assignment, and the obligations of such Lenderand such Conduit Assignee shall be several and not joint, (v) all distributionsin respect of the Net Investment shall be made to the applicable agent orManaging Agent, as applicable, on behalf of the related Lender and such ConduitAssignee on a prorata basis according to their respectiveinterests, (vi) the definition of the term “CP Rate” with respect to theportion of the Net Investment funded with commercial paper issued by therelated Lender from time to time shall be determined in the manner set forth inthe definition of “CP Rate” applicable to such Lender on the basis of theinterest rate or discount applicable to commercial paper issued by such ConduitAssignee (rather than the Lender), (vii) the defined terms and other terms andprovisions of this Loan Agreement and the other Operative Documents shall beinterpreted in accordance with the foregoing, and (viii) if requested by theAgent or a Managing Agent with respect to the Conduit Assignee, the partieswill execute and deliver such further agreements and documents and take suchother actions as the Agent or such Managing Agent may reasonably request toevidence and give effect to the foregoing. No assignment by a Lender to a Conduit Assignee of all or any portion ofthe Net Investment shall in any way diminish the related Bank Investors’obligation under Section 2.3 to fund any Investment not funded by suchLender or such Conduit Assignee or to acquire from such Lender or such ConduitAssignee all or any portion of the Net Investment pursuant to Section 2.14.  The Agent shall promptly notify the Trusteeof any such assignment.

(b)           In the event that a Lender makes anassignment to a Conduit Assignee in accordance with clause (a) above, the BankInvestors: (i) if requested by Bank of America, shall terminate theirparticipation in the applicable Program Support Agreement to the extent of suchassignment, (ii) if requested by Bank of America, shall execute (eitherdirectly or through a participation agreement, as determined by the ManagingAgents) the program support agreement related to such Conduit Assignee, to theextent of such assignment, the terms of which shall be substantially similar tothose of the participation or other agreement entered into by such BankInvestor with respect to the applicable Program Support Agreement (or whichshall be otherwise reasonably satisfactory to Bank of America and the BankInvestors), (iii) if requested by such Lender, shall enter into such agreementsas requested by the Lender pursuant to which they shall be obligated to providefunding to the Conduit Assignee on substantially the same terms and conditionsas is provided for in this Loan Agreement in respect of the Lender (or whichagreements shall be otherwise reasonably satisfactory to the Lender and theBank Investors), and (iv) shall take such actions as the Agent shall reasonablyrequest in connection therewith.

## Section 8.13.          Assignmentby a Lender to Program Support Provider. The Borrower hereby agrees and consents to the assignment by any 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.

## Section 8.14.          SuretyProvider Default.  Notwithstandinganything herein to the contrary, if a Surety Provider Default has occurred andis continuing, any provision giving the Surety 

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## Provider the right to consent, appoint, direct, approve of or take anyaction (or waive any right to take action) hereunder shall be inoperative andsuch rights shall be vested in the Agent; provided, however, thatupon the cure of any such Surety Provider Default, such rights shall bereinstated.

## Section 8.15.          Subrogationand Cooperation. The Borrower, the Lenders and the Bank Investorsacknowledge that (i) to the extent that the Surety Provider makes paymentsunder the Surety Bond on account of amounts due on the VFN, the Surety Providerwill be fully subrogated to the rights of the Lenders and/or the BankInvestors, as applicable, to the extent thereof, to receive such amounts and(ii) the Surety Provider shall be entitled to be paid such amounts butonly from the source and in the manner provided herein and in the otherOperative Documents for the payment of such amounts. Each of the Lenders andthe Bank Investors shall cooperate in all respects with any reasonable requestby the Surety Provider for action to preserve or enforce the Surety Provider’srights or interest under this Loan Agreement and each of the other OperativeDocuments without limiting the rights of the Lenders and/or the Bank Investorsas otherwise herein set forth, including, without limitation, a request to takeany one or more of the following actions, in accordance with the terms of theCTA Agreement:

#### (i)            institute proceedings for the collectionof all amounts then payable on the VFN, or under this Loan Agreement in respectof the VFN and all amounts payable under the Operative Documents and to enforceany judgment obtained and collect from the Borrower moneys adjudged due;

#### (ii)           sell the Collateral or any portionthereof or rights or interest therein, at one or more public or private salescalled and conducted in any manner permitted by law;

#### (iii)          file or record all assignments ofAccounts that have not previously been recorded; and/or

#### (iv)          exercise any remedies of a securedparty under the UCC and take any appropriate action to protect and enforce therights and remedies of the Surety Provider hereunder; provided, howeverthat the actions described in clauses (i), (ii) and (iv) above may only berequested following the occurrence of an Event of Default.

## Section 8.16.          Benefitsof Agreement.  The Surety Providerand its successors and assigns shall be third party beneficiaries to theprovisions of this Loan Agreement entitled to enforce the provisions hereof.

## Section 8.17.          Limitationon Payments.  Each party heretoacknowledges and agrees that (i) YC SUSI Trust is a Delaware statutory trustand that all obligations which YC SUSI Trust has or may in the future have toany party to this Agreement or any other party in respect of this Agreement orthe other Operative Documents are obligations and liabilities solely of theseries of the trust, as provided in Section 3806(b)(2) of Chapter 38 of Title12 of the Delaware Code, 12 Del.Code §3801 et. seq., which has beendesignated to hold the VFN and to have the rights and obligations of a Lenderunder this Agreement and the other Operative Documents and not of the YC SUSITrust generally and that any such obligations and liabilities may be satisfiedsolely from the assets of such series of the trust and (ii) Atlantic AssetSecuritization LLC is a 

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## Delaware limited liability company and that all obligations whichAtlantic Asset Securitization LLC has or may in the future have to any party tothis Agreement or any other party in respect of this Agreement or the otherOperative Documents are obligations and liabilities solely of Atlantic AssetSecuritization LLC.

# ARTICLE 9

# THE AGENT

## Section 9.1.            Appointmentand Authorization of Agent.  EachBank Investor and each 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 Agreement, nor shall the Agent have or be deemed to haveany fiduciary relationship with any Lender or any Investor, and no impliedcovenants, functions, responsibilities, duties, obligations or liabilitiesshall be read into this Loan Agreement or any other Operative Document orotherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use ofthe term “agent” in this Loan Agreement with reference to the Agent is notintended to connote any fiduciary or other implied (or express) obligationsarising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matterof market custom, and is intended to create or reflect only an administrativerelationship 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 adviceof counsel 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 or the Master Servicer, orany officer thereof, contained in this Loan Agreement or in any other OperativeDocument, or in any certificate, report, statement or other document referredto or provided for in, or received by the Agent under or in connection with,this Loan Agreement or any other Operative Document, or the validity,effectiveness, genuineness, enforceability or sufficiency of this LoanAgreement or any other Operative Document, or for any failure of the Borrower,any Eligible Originator, the Originator, the Depositor, the Master Servicer orany other party to any Operative Document to perform its obligations hereunderor thereunder.  No Agent-Related Personshall be under any obligation to any Lender or any Bank Investor to ascertainor to inquire as to the observance or performance 

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## of any of the agreements contained in, or conditions of, this LoanAgreement or any other Operative Document, or to inspect the properties, booksor records of the Borrower, any Eligible Originator, the Originator, theDepositor or the Master Servicer or any of their respective Affiliates.

## Section 9.4.            Relianceby Agent.

(a)           the Agent shall be entitled to rely,and shall be fully protected in relying, upon any writing, resolution, notice,consent, certificate, affidavit, letter, telegram, facsimile, telex ortelephone message, statement or other document or conversation believed by itto be genuine and correct and to have been signed, sent or made by or on behalfof the proper Person or Persons, and upon advice and statements of legalcounsel (including counsel to the Borrower, any Eligible Originator, theOriginator, the Depositor and the Master Servicer), independent accountants andother experts selected by the Agent.  TheAgent shall be fully justified in failing or refusing to take any action underthis Loan Agreement or any other Operative Document unless it shall firstreceive such advice or concurrence of the Majority Investors as it deemsappropriate and, if it so requests, it shall first be indemnified to itssatisfaction by the Lenders 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 of determiningcompliance with the conditions specified in Article V, each Lenderand each Bank Investor that has executed this Loan Agreement shall be deemed tohave consented to, approved or accepted or to be satisfied with, each documentor other matter either sent by the Agent to such Lender or such Bank Investorfor consent, approval, acceptance or satisfaction, or required thereunder to beconsented to or approved by or acceptable or satisfactory to such Lender orsuch 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 a Lender, the SuretyProvider, a Bank Investor or the Borrower referring to this Loan Agreement,describing such Potential Event of Default, an Event of Default, FacilityTermination Event or Servicer Default and stating that such notice is a “Noticeof Potential Event of Default,” “Notice of Event of Default”, “Notice ofFacility Termination Date” or “Notice of Servicer Default,” as applicable.  The Agent will notify the Bank Investors andthe Borrower of its receipt of any such notice. The Agent shall (subject to Section 9.4) take such action withrespect to such Potential Event of Default, Event of Default, FacilityTermination Event or Servicer Default as may be requested by the MajorityInvestors, provided, however, that, unless and until the Agentshall have received any such request, the Agent may (but shall not be obligatedto) take such action, or refrain from taking such action, with respect to suchPotential Event of Default, Event of Default or Servicer Default as it shalldeem advisable or in the best interest of the Lenders and the Bank Investors.

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## Section 9.6.            CreditDecision; Disclosure of Information by the Agent.  Each Bank Investor and each 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 Originator, any Eligible Originator, theDepositor or any of their respective Affiliates, shall be deemed to constituteany representation or warranty by any Agent-Related Person to any Bank Investoror any Lender as to any matter, including whether the Agent-Related Personshave disclosed material information in their possession.  Each Bank Investor and each Lender, includingany Bank Investor by assignment, represents to the Agent that it has,independently and without reliance upon any Agent-Related Person and based onsuch documents and information as it has deemed appropriate, made its ownappraisal of and investigation into the business, prospects, operations,property, financial and other condition and creditworthiness of the Borrower,the Master Servicer, the Originator, each Eligible Originator, the Depositor ortheir respective Affiliates, and all applicable bank regulatory laws relatingto the transactions contemplated hereby, and made its own decision to enterinto this Loan Agreement and to extend credit to the Borrower hereunder.  Each Bank Investor and each Lender alsorepresents that it shall, independently and without reliance upon anyAgent-Related Person and based on such documents and information as it shalldeem appropriate at the time, continue to make its own credit analysis,appraisals and decisions in taking or not taking action under this LoanAgreement and the other Operative Documents, and to make such investigations asit deems necessary to inform itself as to the business, prospects, operations,property, financial and other condition and creditworthiness of the Borrower,the Master 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 Lenders by the Agent herein, the Agent shall not have anyduty or responsibility to provide any Investor with any credit or otherinformation concerning the business, prospects, operations, property, financialand other condition or creditworthiness of the Borrower, the Master Servicer,the Originator, each Eligible Originator, the Depositor or their respectiveAffiliates which may come into the possession of any of the Agent-RelatedPersons.

## Section 9.7.            Indemnificationof the Agent.  Whether or not thetransactions contemplated hereby are consummated, the Bank Investors shallindemnify upon demand each Agent-Related Person (to the extent not reimbursedby or on behalf of the Borrower and without limiting the obligation of theBorrower to do so), pro rata, and holdharmless each Agent-Related Person from and against any and all IndemnifiedAmounts incurred by it; provided, however, that no Bank Investorshall be liable for the payment to any Agent-Related Person of any portion ofsuch Indemnified Amounts resulting from such Person’s gross negligence orwillful misconduct; provided, however, that no action taken inaccordance with the directions of the Majority Investors shall be deemed toconstitute gross negligence or willful misconduct for purposes of thisSection.  Without limitation of theforegoing, each Bank Investor shall reimburse the Agent upon demand for itsratable share of any costs or out-of-pocket expenses (including attorney’sfees) incurred by the Agent in connection with the preparation, execution,delivery, administration, modification, amendment or enforcement (whetherthrough negotiations, legal proceedings or otherwise) of, or legal advice inrespect of rights or responsibilities under, this Loan Agreement, any otherOperative Document, or any document contemplated by or referred to herein, tothe extent that the Agent is not reimbursed for such 

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## expenses by or on behalf of the Borrower.  The undertaking in this Section 9.7 shallsurvive payment of all Aggregate Unpaids and the resignation or replacement ofthe Agent.

## Section 9.8.            Agentin Individual Capacity.  Bank ofAmerica (and any successor acting as Agent) and its Affiliates may make loansto, issue letters of credit for the account of, accept deposits from, acquireequity interests in and generally engage in any kind of banking, trust,financial advisory, underwriting or other business with any of the Borrower,the Originator, any Eligible Originator, the Depositor and the Master Serviceror any of their Subsidiaries or Affiliates as though Bank of America were notthe Agent or a Bank Investor hereunder and without notice to or consent of theLenders or the Bank Investors.  The BankInvestors acknowledge that, pursuant to such activities, Bank of America or itsAffiliates may receive information regarding the Borrower, the Originator, theMaster Servicer, each Eligible Originator, the Depositor or their respectiveAffiliates (including information that may be subject to confidentialityobligations in favor of such Person) and acknowledge that the Agent shall beunder no obligation to provide such information to them.  With respect to its Commitment, Bank ofAmerica (and any successor acting as Agent) in its capacity as a Bank Investorhereunder shall have the same rights and powers under this Loan Agreement asany other Bank Investor and may exercise the same as though it were not theAgent or a Bank Investor, and the term “Bank Investor” or “Bank Investors”shall, unless the context otherwise indicates, include the Agent in itsindividual capacity.

## Section 9.9.            Resignationof Agent.  The Agent may resign asAgent upon thirty (30) days’ notice to the Bank Investors and the Lenders.  If the Agent resigns under this LoanAgreement, 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 retiring Agent’sappointment, 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 accordance with their respective outstanding fundedportions of the Net Investment on the Business Day received by the Agent,unless such amounts are received after 12:00 noon on such Business Day, inwhich case the Agent shall use its reasonable efforts to pay such amounts tothe Bank 

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## Investors on such Business Day, but, in any event, shall pay suchamounts to the Bank Investors not later than the following Business Day.

## Section 9.11.          Notificationby Agent.

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

(b)           The Agent agrees to provide a copy ofthe following notices, reports or certificates received by it under this LoanAgreement to the Surety Provider promptly upon receipt thereof:

#### (i)            acknowledgment copies of financingstatements referred to in Section 4.2(e) hereof; and documents requiredpursuant to Section 4.2(f) hereof; and

#### (ii)           any financial information requiredpursuant to Section 5.1(b) hereof.

## Section 9.12.          LimitedWaiver.

### (a)           (a)           Pursuant to Section 6.1(e) of theLoan Agreement, an Event of Default shall occur upon the default by theBorrower 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 informs the Agent, the Surety Provider and eachManaging Agent of the failure to comply with the requirement of Section5.1(l)(i) that the Borrower shall furnish to the Agent, the Surety Provider andeach Management Agent copies of the form of each proposed amendment to theTrust Agreement, the Master Servicing Agreement or the Subservicing Agreementat least sixty (60) days prior to the proposed date of adoption of any suchproposed amendment (the “Sixty Day Notice Event”).  The Borrower hereby requests that the Agent,the Surety Provider and each Managing Agent waive any Event of Defaultoccurring as a result of such Sixty Day Notice Event.  Subject to the following, the Agent, theSurety Provider and each Managing Agent hereby waives such Event of Default.

### (b)           Other than asprovided in subsection (a) above, each of the Agent, the Surety Provider andManaging Agents has not waived, is not by this Section 9.12 waiving, and has nointention of waiving, any Event of Default which may be continuing on the datehereof  and, other than as provided inthis Section 9.12, each of the Agent, the Surety Provider and the ManagingAgents has not agreed to forbear with respect to any of its rights or remediesconcerning any Event of Default which may have occurred or are continuing as ofthe date hereof or which may occur after the date hereof.  Each of the Agent, the Surety Provider andManaging Agents reserves the right, in its sole discretion, to exercise any orall of its rights and remedies under this Loan Agreement and the otherTransaction Documents as a result of any other Event of Default (other than asdescribed herein) which may be continuing on the date hereof or any Event ofDefault which may occur after the date hereof, and each of the Agent, theSurety Provider and Managing Agents has not waived any of such rights orremedies, and 

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### nothing inthis Loan Agreement, and no delay on its part in exercising any such rights orremedies, should, or shall, be construed as a waiver of any such rights orremedies.

# ARTICLE 10

# THE MANAGING AGENTS

## Section 10.1.          Appointmentand Authorization of Managing Agents. With respect to each applicable Group, each Bank Investor and therelated Lender hereby irrevocably appoints, designates and authorizes therelated Managing Agent to take such action on its behalf under the provisionsof this Loan Agreement and each other Operative Document and to exercise suchpowers and perform such duties as are expressly delegated to such ManagingAgent by the terms of this Loan Agreement and any other Operative Document,together with such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrarycontained elsewhere in this Loan Agreement or in any other Operative Document,such Managing Agent shall not have any duties or responsibilities, except thoseexpressly set forth in this Loan Agreement, nor shall such Managing Agent haveor be deemed to have any fiduciary relationship with the related Lender or anyInvestor, and no implied covenants, functions, responsibilities, duties,obligations or liabilities shall be read into this Loan Agreement or any otherOperative Document or otherwise exist against such Managing Agent.  Without limiting the generality of theforegoing sentence, the use of the term “agent” in this Loan Agreement withreference to such Managing Agent is not intended to connote any fiduciary orother 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 reflectonly an administrative relationship between independent contracting parties.

## Section 10.2.          Delegationof Duties.  Each Managing Agent mayexecute any of its duties under this Loan Agreement or any other OperativeDocument by or through agents, employees or attorneys-in-fact and shall beentitled to advice of counsel concerning all matters pertaining to suchduties.  No Managing Agent shall beresponsible for the negligence or misconduct of any agent or attorney-in-factthat it selects with reasonable care.

## Section 10.3.          Liabilityof Managing Agents.  No Agent-RelatedPerson shall (a) be liable for any action taken or omitted to be taken by anyof them under or in connection with this Loan Agreement or any other OperativeDocument or the transactions contemplated hereby (except for its own grossnegligence or willful misconduct), or (ii) be responsible in any manner to anyInvestor for any recital, statement, representation or warranty made by theBorrower, any Eligible Originator, the Originator, the Depositor or the MasterServicer, or any officer thereof, contained in this Loan Agreement or in anyother Operative Document, or in any certificate, report, statement or otherdocument referred to or provided for in, or received by the Managing Agentsunder or in connection with, this Loan Agreement or any other OperativeDocument, or the validity, effectiveness, genuineness, enforceability orsufficiency of this Loan Agreement or any other Operative Document, or for anyfailure of the Borrower, any Eligible Originator, the Originator, theDepositor, the Master Servicer or any other party to any Operative Document toperform its obligations hereunder or thereunder.  No Agent-Related Person shall be under anyobligation to any 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 

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## other Operative Document, or to inspect the properties, books orrecords of the Borrower, any Eligible Originator, the Originator, the Depositoror the Master Servicer or any of their respective Affiliates.

### Section 10.4.          Relianceby Managing Agents.  Each ManagingAgent shall be entitled to rely, and shall be fully protected in relying, uponany 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, any EligibleOriginator, the Originator, the Depositor and the Master Servicer), independentaccountants and other experts selected by the Managing Agents.  Each Managing Agent shall be fully justifiedin failing or refusing to take any action under this Loan Agreement or anyother 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 satisfaction by the Lenders andthe Bank Investors against any and all liability and expense which may beincurred by it by reason of taking or continuing to take any such action.  Each Managing Agent shall in all cases befully protected in acting, or in refraining from acting, under this LoanAgreement or any other Operative Document in accordance with a request orconsent of the Majority Investors or, if required hereunder, all Investors andsuch request and any action taken or failure to act pursuant thereto shall bebinding upon all of the Investors.(b) Forpurposes of determining compliance with the conditions specified in Article V,each Lender and each Bank Investor that has executed this Loan Agreement shallbe deemed to have consented to, approved or accepted or to be satisfied with,each document or other matter either sent by the Managing Agents to such Lenderor such Bank Investor for consent, approval, acceptance or satisfaction, orrequired thereunder to be consented to or approved by or acceptable orsatisfactory to such Lender or such Bank Investor.

## Section 10.5.          Noticeof Potential Event of Default, Event of Default Facility, Termination Event orServicer Default.  No Managing Agentshall 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 a Managing Agent has received written notice from a Lender, theSurety Provider, a Bank Investor or the Borrower referring to this LoanAgreement, describing such Potential Event of Default, an Event of Default,Facility Termination Event or Servicer Default and stating that such notice isa “Notice of Potential Event of Default,” “Notice of Event of Default”, “Noticeof Facility Termination Date” or “Notice of Servicer Default,” asapplicable.  Each Managing Agent willnotify the Bank Investors and the Borrower of its receipt of any suchnotice.  Each Managing Agent shall(subject to Section 10.4) take such action with respect to suchPotential Event of Default, Event of Default, Facility Termination Event orServicer Default as may be requested by the Majority Investors, provided,however, that, unless and until a Managing Agent shall have received anysuch request, such Managing Agent may (but shall not be obligated to) take suchaction, or refrain from taking such action, with respect to such PotentialEvent of Default, Event of Default or Servicer Default as it shall deemadvisable or in the best interest of the Lenders and the Bank Investors.

## Section 10.6.          CreditDecision; Disclosure of Information by the Managing Agents.  Each Bank Investor and each Lenderacknowledges that none of the Agent-Related Persons has 

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## made any representation or warranty to it, and that no act by theManaging Agents hereinafter taken, including any consent to and acceptance ofany assignment or review of the affairs of the Borrower, the Master Servicer,the Originator, any Eligible Originator, the Depositor or any of theirrespective Affiliates, shall be deemed to constitute any representation orwarranty by any Agent-Related Person to any Bank Investor or any Lender as toany matter, including whether the Agent-Related Persons have disclosed materialinformation in their possession.  EachBank Investor and each Lender, including any Bank Investor by assignment, representsto the Managing Agents that it has, independently and without reliance upon anyAgent-Related Person and based on such documents and information as it hasdeemed 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 Originator, eachEligible Originator, the Depositor or their respective Affiliates, and allapplicable bank regulatory laws relating to the transactions contemplatedhereby, and made its own decision to enter into this Loan Agreement and toextend credit to the Borrower hereunder. Each Bank Investor and each Lender also represents that it shall,independently and without reliance upon any Agent-Related Person and based onsuch documents and information as it shall deem appropriate at the time,continue to make its own credit analysis, appraisals and decisions in taking ornot taking action under this Loan Agreement and the other Operative Documents,and to make such investigations as it deems necessary to inform itself as tothe business, prospects, operations, property, financial and other conditionand creditworthiness of the Borrower, the Master Servicer, each EligibleOriginator, the Depositor or the Originator. Except for notices, reports and other documents expressly hereinrequired to be furnished to the Bank Investors and the Lenders by the ManagingAgents herein, the Managing Agents shall not have any duty or responsibility toprovide any Investor with any credit or other information concerning thebusiness, prospects, operations, property, financial and other condition orcreditworthiness of the Borrower, the Master Servicer, the Originator, eachEligible Originator, the Depositor or their respective Affiliates which maycome into the possession of any of the Agent-Related Persons.

## Section 10.7.          Indemnificationof the Managing Agents.  Whether ornot the transactions contemplated hereby are consummated, the Bank Investorsshall indemnify upon demand each Agent-Related Person (to the extent notreimbursed by or on behalf of the Borrower and without limiting the obligationof the Borrower to do so), pro rata, andhold harmless each Agent-Related Person from and against any and all IndemnifiedAmounts incurred by it; provided, however, that no Bank Investorshall be liable for the payment to any Agent-Related Person of any portion ofsuch Indemnified Amounts resulting from such Person’s gross negligence orwillful misconduct; provided, however, that no action taken inaccordance with the directions of the Majority Investors shall be deemed toconstitute gross negligence or willful misconduct for purposes of thisSection.  Without limitation of theforegoing, with respect to each Group, each Bank Investor shall reimburse therelated Managing Agent upon demand for its ratable share of any costs orout-of-pocket expenses (including attorney’s fees) incurred by such ManagingAgent in connection with the preparation, execution, delivery, administration,modification, amendment or enforcement (whether through negotiations, legalproceedings or otherwise) of, or legal advice in respect of rights orresponsibilities under, this Loan Agreement, any other Operative Document, orany document contemplated by or referred to herein, to the extent that suchManaging Agent is not reimbursed for such expenses by or on behalf of theBorrower.  The undertaking in thisSection 10.7 shall survive payment of all Aggregate Unpaids and the resignationor replacement of the Managing Agents.

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## Section 10.8.          ManagingAgents in Individual Capacity.  Bankof America and Calyon (and any successors acting as Managing Agent) and theirAffiliates may make loans to, issue letters of credit for the account of,accept deposits from, acquire equity interests in and generally engage in anykind of banking, trust, financial advisory, underwriting or other business withany of the Borrower, the Originator, any Eligible Originator, the Depositor andthe Master Servicer or any of their Subsidiaries or Affiliates as though Bankof America and Calyon were not the Managing Agents or Bank Investors hereunderand without notice to or consent of the Lenders or the Bank Investors.  The Bank Investors acknowledge that, pursuantto such activities, Bank of America and Calyon or their Affiliates may receiveinformation regarding the Borrower, the Originator, the Master Servicer, eachEligible Originator, the Depositor or their respective Affiliates (includinginformation that may be subject to confidentiality obligations in favor of suchPerson) and acknowledge that the Managing Agents shall be under no obligationto provide such information to them. With respect to its Group’s Commitment, Bank of America and Calyon (andany successors acting as Managing Agent) in their capacities as Bank Investorshereunder shall have the same rights and powers under this Loan Agreement asany other Bank Investor and may exercise the same as though they were not aManaging Agent or a Bank Investor, and the term “Bank Investor” or “BankInvestors” shall, unless the context otherwise indicates, include the ManagingAgents in its individual capacity.

## Section 10.9.          Resignationof Managing Agents.  Each ManagingAgent may resign as Managing Agent upon thirty (30) days’ notice to the BankInvestors and the Lenders.  If a ManagingAgent resigns under this Loan Agreement, with respect to each Group, theMajority Investors shall appoint, with the consent of the Borrower, whichconsent shall not unreasonably be withheld, from among the Bank Investors asuccessor agent for the Bank Investors. If no successor agent is appointed prior to the effective date of theresignation of a Managing Agent, such Managing Agent may appoint, afterconsulting with the related Bank Investors a successor agent from among suchBank Investors and, with the consent of the Borrower, which consent shall notunreasonably be withheld.  Upon theacceptance of its appointment as successor agent hereunder, such successor agentshall succeed to all the rights, powers and duties of the retiring ManagingAgent and the term “Managing Agent” shall include such successor agent and theretiring Managing Agent’s appointment, powers and duties as Managing Agentshall be terminated.  After any retiringManaging Agent’s resignation hereunder as Managing Agent, the provisions ofthis Section 10.9 and Sections 10.3 and 10.7 shall inure to its benefit as toany actions taken or omitted to be taken by it while it was a Managing Agentunder this Loan Agreement.  If nosuccessor agent has accepted appointment as a Managing Agent by the date whichis thirty (30) days following a retiring Managing Agent’s notice ofresignation, the retiring Managing Agent’s resignation shall neverthelessthereupon become effective and the related Bank Investors shall perform all ofthe duties of such Managing Agent hereunder until such time, if any, as theMajority Investors appoint a successor agent as provided for above.

## Section 10.10.        Paymentsby the Managing Agents.  Unlessspecifically allocated to a Bank Investor pursuant to the terms of this LoanAgreement, all amounts received by the Managing Agents on behalf of the relatedBank Investors shall be paid by such Managing Agent to such Bank Investors (attheir respective accounts specified in their respective Assignment andAssumption Agreements) pro rata inaccordance with their respective outstanding funded portions of the NetInvestment on the Business Day received by such Managing Agent, unless suchamounts are received after 12:00 noon on such Business Day, in which case suchManaging 

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## Agent shall use its reasonable efforts to pay such amounts to such BankInvestors on such Business Day, but, in any event, shall pay such amounts tosuch Bank Investors not later than the following Business Day.

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**[Signaturepages omitted]**

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