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                                                                   Exhibit 10.16

                                                   Dated as of November 26, 1999
Between:

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC ("Buyer")
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and

WILSHIRE FUNDING CORPORATION ("Seller")
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1. APPLICABILITY

     From time to time the parties hereto may enter into transactions in which
     one party ("Seller") agrees to transfer to the other ("Buyer") securities
     or other assets ("Securities") against the transfer of funds by Buyer, with
     a simultaneous agreement by Buyer to transfer to Seller such Securities at
     a date certain or on demand, against the transfer of funds by Seller. Each
     such transaction shall be referred to herein as a "Transaction" and, unless
     otherwise agreed in writing, shall be governed by this Agreement, including
     any supplemental terms or conditions contained in Annex I hereto and in any
     other annexes identified herein or therein as applicable hereunder.

2. DEFINITIONS

     (a)  "Act of Insolvency", with respect to any party, (i) the commencement
          by such party as debtor of any case or proceeding under any
          bankruptcy, insolvency, reorganization, liquidation, moratorium,
          dissolution, delinquency or similar law, or such party seeking the
          appointment or election of a receiver, conservator, trustee, custodian
          or similar official for such party or any substantial part of its
          property, or the convening of any meeting of creditors for purposes of
          commencing any such case or proceeding or seeking such an appointment
          or election, (ii) the commencement of any such case or proceeding
          against such party, or another seeking such an appointment or
          election, or the filing against a party of an application for a
          protective decree under the provisions of the Securities Investors
          Protection Act of 1970, which (A) is consented to or not timely
          contested by such party, (B) results in the entry of an order for
          relief, such an appointment or election, the issuance of such a
          protective decree or the entry of an order having a similar effect, or
          (C) is not dismissed within 15 days, (iii) the making by such party of
          a general assignment for the benefit of creditors, or (iv) the
          admission in writing by such party of such party's inability to pay
          such party's debts as they become due;

     (b)  "Additional Purchased Securities", Securities provided by Seller to
          Buyer pursuant to Paragraph 4(a) hereof;

     (c)  "Buyer's Margin Amount", with respect to any Transaction as of any
          date, the amount obtained by application of the Buyer's Margin
          Percentage to the Repurchase Price for such Transaction as of such
          date;


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     (d)  "Buyer's Margin Percentage", with respect to any Transaction as of any
          date, a percentage (which may be equal to the Seller's Margin
          Percentage) agreed to by Buyer and Seller or, in the absence of any
          such agreement, the percentage obtained by dividing the Market Value
          of the Purchased Securities on the Purchase Date by the Purchase Price
          on the Purchase Date for such Transaction;

     (e)  "Confirmation", the meaning specified in Paragraph 3(b) hereof;

     (f)  "Income", with respect to any Security at any time, any principal
          thereof and all interest, dividends or other distributions thereon;

     (g)  "Margin Deficit", the meaning specified in Paragraph 4(a) hereof;

     (h)  "Margin Excess", the meaning specified in Paragraph 4(b) hereof;

     (i)  "Margin Notice Deadline", the time agreed to by the parties in the
          relevant Confirmation, Annex I hereto or otherwise as the deadline for
          giving notice requiring same-day satisfaction of margin maintenance
          obligations as provided in Paragraph 4 hereof (or, in the absence of
          any such agreement, the deadline for such purposes established in
          accordance with market practice);

     (j)  "Market Value", with respect to any Securities as of any date, the
          price for such Securities on such date obtained from a generally
          recognized source agreed to by the parties or the most recent closing
          bid quotation from such a source, plus accrued income to the extent
          not included therein (other than any Income credited or transferred
          to, or applied to the obligations of, Seller pursuant to Paragraph 5
          hereof) as of such date (unless contrary to market practice for such
          Securities);

     (k)  "Price Differential", with respect to any Transaction as of any date,
          the aggregate amount obtained by daily application of the Pricing Rate
          for such Transaction to the Purchase Price for such Transaction on a
          360-day-per-year basis for the actual number of days during the period
          commencing on (and including) the Purchase Date for such Transaction
          and ending on (but excluding) the date of determination (reduced by
          any amount of such Price Differential previously paid by Seller to
          Buyer with respect to such Transaction);

     (l)  "Pricing Rate", the per annum percentage rate for determination of the
          Price Differential;

     (m)  "Prime Rate", the prime rate of U.S. commercial banks as published in
          THE WALL STREET JOURNAL (or, if more than one such rate is published,
          the average of such rates);

     (n)  "Purchase Date", the date on which Purchased Securities are to be
          transferred by Seller to Buyer;

     (o)  "Purchase Price", (i) on the Purchase Date, the price at which
          Purchased Securities are transferred by Seller to Buyer, and (ii)
          thereafter, except where Buyer and Seller agree otherwise, such price
          increased by the amount of any cash transferred by Buyer to Seller
          pursuant to Paragraph 4(b) hereof and decreased by the amount of any
          cash transferred by Seller to Buyer pursuant to Paragraph 4(a) hereof
          or applied to reduce Seller's obligations under clause (ii) of
          Paragraph 5 hereof;

     (p)  "Purchased Securities", the Securities transferred by Seller to Buyer
          in a Transaction hereunder, and any Securities substituted therefor in
          accordance with Paragraph 9 hereof. The term "Purchased Securities"
          with respect to any Transaction at any time also shall include
          Additional Purchased Securities delivered pursuant to Paragraph 4(a)
          hereof and shall exclude Securities returned pursuant to Paragraph
          4(b) hereof;

     (q)  "Repurchase Date", the date on which Seller is to repurchase the
          Purchased Securities from Buyer, including any date determined by
          application of the provisions of Paragraph 3(c) or 11 hereof;

     (r)  "Repurchase Price", the price at which Purchased Securities are to be
          transferred from Buyer to Seller upon termination of a Transaction,
          which will be determined in each case (including Transactions
          terminable upon demand) as the sum of the Purchase Price and the Price
          Differential as of the date of such determination;

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     (s)  "Seller's Margin Amount", with respect to any Transaction as of any
          date, the amount obtained by application of the Seller's Margin
          Percentage to the Repurchase Price for such Transaction as of such
          date;

     (t)  "Seller's Margin Percentage", with respect to any Transaction as of
          any date, a percentage (which may be equal to the Buyer's Margin
          Percentage) agreed to by Buyer and Seller or, in the absence of any
          such agreement, the percentage obtained by dividing the Market Value
          of the Purchased Securities on the Purchase Date by the Purchase Price
          on the Purchase Date for such Transaction;

3.   INITIATION; CONFIRMATION; TERMINATION

     (a)  An agreement to enter into a Transaction may be made orally or in
          writing at the initiation of either Buyer or Seller. On the Purchase
          Date for the Transaction, the Purchased Securities shall be
          transferred to Buyer or its agent against the transfer of the Purchase
          Price to an account of Seller.

     (b)  Upon agreeing to enter into a Transaction hereunder, Buyer or Seller
          (or both), as shall be agreed, shall promptly deliver to the other
          party a written confirmation of each Transaction (a "Confirmation").
          The Confirmation shall describe the Purchased Securities (including
          CUSIP number, if any), identify Buyer or Seller and set forth (i) the
          Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date,
          unless the Transaction is to be terminable on demand, (iv) the Pricing
          Rate or Repurchase Price applicable to the Transaction, and (v) any
          additional terms or conditions of the Transaction not inconsistent
          with this Agreement. The Confirmation, together with this Agreement,
          shall constitute conclusive evidence of the terms agreed between Buyer
          and Seller with respect to the Transaction to which the Confirmation
          relates, unless with respect to the Confirmation specific objection is
          made promptly after receipt thereof. In the event of any conflict
          between the terms of such Confirmation and this Agreement, this
          Agreement shall prevail.

     (c)  In the case of Transactions terminable upon demand, such demand shall
          be made by Buyer or Seller, no later than such time as is customary in
          accordance with market practice, by telephone or otherwise on or prior
          to the business day on which such termination will be effective. On
          the date specified in such demand, or on the date fixed for
          termination in the case of Transactions having a fixed term,
          termination of the Transaction will be effected by transfer to Seller
          or its agent of the Purchased Securities and any Income in respect
          thereof received by Buyer (and not previously credited or transferred
          to, or applied to the obligations of, Seller pursuant to Paragraph 5
          hereof) against transfer of the Repurchase Price to an account of
          Buyer.

4.   MARGIN MAINTENANCE

     (a)  If at any time the aggregate Market Value of all Purchased Securities
          subject to all Transactions in which a particular party hereto is
          acting as Buyer is less than the aggregate Buyer's Margin Amount for
          all such Transactions (a "Margin Deficit"), then Buyer may by notice
          to Seller require Seller in such Transactions, at Seller's option, to
          transfer to Buyer cash or additional Securities reasonably acceptable
          to Buyer ("Additional Purchased Securities"), so that the cash and
          aggregate Market Value of the Purchased Securities, including any such
          Additional Purchased Securities, will thereupon equal or exceed such
          aggregate Buyer's Margin Amount (decreased by the amount of any Margin
          Deficit as of such date arising from any Transactions in which such
          Buyer is acting as Seller).

     (b)  If at any time the aggregate Market Value of all Purchased Securities
          subject to all Transactions in which a particular party hereto is
          acting as Seller exceeds the aggregate Seller's Margin Amount for all
          such Transactions at such time (a "Margin Excess"), then Seller may by
          notice to Buyer require Buyer in such Transactions, at Buyer's option,
          to transfer cash or Purchased Securities to Seller, so that the
          aggregate Market Value of the Purchased Securities, after deduction of
          any such



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          cash or any Purchased Securities so transferred, will thereupon not
          exceed such aggregate Seller's Margin Amount (increased by the amount
          of any Margin Excess as of such date arising from any Transactions in
          which such Seller is acting as Buyer).

     (c)  If any notice is given by Buyer or Seller under subparagraph (a) or
          (b) of this Paragraph at or before the Margin Notice Deadline on any
          business day, the party receiving such notice shall transfer cash or
          Additional Purchased Securities as provided in such subparagraph no
          later than the close of business in the relevant market on such day.
          If any such notice is given after the Margin Notice Deadline, the
          party receiving such notice shall transfer such cash or Securities no
          later than the close of business in the relevant market on the next
          business day following such notice.

     (d)  Any cash transferred pursuant to this Paragraph shall be attributed to
          such Transactions as shall be agreed upon by the Buyer and Seller.

     (e)  Seller and buyer may agree, with respect to any or all Transactions
          hereunder, that the respective rights of Buyer or Seller (or both)
          under subparagraphs (a) or (b) of this Paragraph may be exercised only
          where a Margin Deficit or a Margin Excess, as the case may be, exceeds
          a specified dollar amount or a specified percentage of the Repurchase
          Prices for such Transactions (which amount or percentage shall be
          agreed to by Buyer and Seller prior to entering into any such
          Transactions).

     (f)  Seller and Buyer may agree with respect to any or all Transactions
          hereunder, that the respective rights of Buyer and Seller under
          subparagraphs (a) or (b) of this Paragraph to require the elimination
          of a Margin Deficit or a Margin Excess, as the case may be, may be
          exercised whenever such a Margin Deficit or a Margin Excess exists
          with respect to any single Transaction hereunder (calculated without
          regard to any other Transaction outstanding under this Agreement).

5.   INCOME PAYMENTS

     Seller shall be entitled to receive an amount equal to all income paid or
     distributed on or in respect of the Securities that is not otherwise
     received by Seller, to the full extent it would so be entitled if the
     Securities had not been sold to Buyer. Buyer shall, as the parties may
     agree with respect to any Transaction (or, in the absence of any such
     agreement, as Buyer shall reasonably determine in its discretion), on the
     date such Income is paid or distributed either (i) transfer to or credit to
     the account of Seller such Income with respect to any Purchased Securities
     subject to such Transaction or (ii) with respect to Income paid in cash,
     apply the Income payment or payments to reduce the amount, if any, to be
     transferred to Buyer by Seller upon termination of such Transaction. Buyer
     shall not be obligated to take any action pursuant to the preceding
     sentence (A) to the extent that such action would result in the creation of
     a Margin Deficit, unless prior thereto or simultaneously therewith Seller
     transfers to Buyer cash or Additional Purchased Securities sufficient to
     eliminate such Margin Deficit, or (B) if an Event of Default with respect
     to Seller has occurred and is then continuing at the time such Income is
     paid or distributed.

6.   SECURITY INTEREST

     Although the parties intend that all Transactions hereunder be sales and
     purchases and not loans, in the event any such Transactions are deemed to
     be loans, Seller shall be deemed to have pledged to Buyer as security for
     the performance by Seller of its obligations under each such Transaction,
     and shall be deemed to have granted to Buyer a security interest in, all of
     the Purchased Securities with respect to all Transactions hereunder and all
     income thereon and other proceeds thereof.

7.   PAYMENT AND TRANSFER

     Unless otherwise mutually agreed, all transfers of funds hereunder shall be
     in immediately available funds. All Securities transferred by one party
     hereto to the other party (i) shall be in suitable form for transfer or
     shall be accompanied by duly executed instruments of transfer or assignment
     in blank and



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     such other documentation as the party receiving possession may reasonably
     request, (ii) shall be transferred on the book-entry system of the Federal
     Reserve Bank, or (iii) shall be transferred by any other method mutually
     acceptable to Seller and Buyer.

8.   SEGREGATION OF PURCHASED SECURITIES

     To the extent required by applicable law, all Purchased Securities in the
     possession of Seller shall be segregated from other securities in its
     possession and shall be identified as subject to this Agreement.
     Segregation may be accomplished by appropriate identification on the books
     and records of the holder, including a financial or securities intermediary
     or a clearing corporation. All of Seller's interest in the Purchased
     Securities shall pass to Buyer on the Purchase Date and, unless otherwise
     agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer
     from engaging in repurchase transactions with the Purchased Securities or
     otherwise selling, transferring, pledging or hypothecating the Purchased
     Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer's
     obligation to credit or pay Income to, or apply Income to the obligations
     of, Seller pursuant to Paragraph 5 hereof.

     REQUIRED DISCLOSURE FOR TRANSACTIONS IN WHICH THE SELLER RETAINS CUSTODY OF
     THE PURCHASED SECURITIES

          Seller is not permitted to substitute other securities for those
          subject to this Agreement and therefore must keep Buyer's securities
          segregated at all times, unless in this Agreement Buyer grants Seller
          the right to substitute other securities. If the Buyer grants the
          right to substitute, this means that Buyer's securities will likely be
          commingled with Seller's own securities during the trading day. Buyer
          is advised that, during any trading day that Buyer's securities are
          commingled with Seller's securities, they [will]* [may]** be subject
          to liens granted by Seller to [its clearing bank]* [third parties]**
          and may be used by Seller for deliveries on other securities
          transactions. Whenever the securities are commingled, Seller's ability
          to resegregate substitute securities for Buyer will be subject to
          Seller's ability to satisfy [the clearing]* [any]** lien or to obtain
          substitute securities.

          *Language to be used under 17 C.F.R. SECTION 403.4(e) if Seller is a
          government securities broker or dealer other than a financial
          institution.

          **Language to be used under 17 C.F.R. SECTION 403.5(d) if Seller is a
          financial institution.

9.   SUBSTITUTION

     (a)  Seller may, subject to agreement with and acceptance by Buyer,
          substitute other Securities for any Purchased Securities. Such
          substitution shall be made by transfer to Buyer of such other
          Securities and transfer to Seller of such Purchased Securities. After
          substitution, the substituted Securities shall be deemed to be
          Purchased Securities.

     (b)  In transactions in which Seller retains custody of Purchased
          Securities, the parties expressly agree that Buyer shall be deemed,
          for purposes of subparagraph (a) of this Paragraph, to have agreed to
          and accepted in this Agreement substitution by Seller of other
          Securities for Purchased Securities; PROVIDED, HOWEVER, that such
          other Securities shall have a Market Value at least equal to the
          Market Value of the Purchased Securities for which they are
          substituted.

10.  REPRESENTATIONS

     Each of Buyer and Seller represents and warrants to the other that (i) it
     is duly authorized to execute and deliver this Agreement, to enter into
     Transactions contemplated hereunder and to perform its obligation hereunder
     and has taken all necessary action to authorize such execution, delivery
     and performance,



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     (ii) it will engage in such Transactions as principal (or, if agreed in
     writing, in the form of an annex hereto or otherwise, in advance of any
     Transaction by the other party hereto, as agent for the disclosed
     principal), (iii) the person signing this Agreement on its behalf is duly
     authorized to do so on its behalf (or on behalf of any such disclosed
     principal), (iv) it has obtained all authorizations of any governmental
     body required in connection with this Agreement and the Transactions
     hereunder and such authorizations are in full force and effect and (v) the
     execution, delivery and performance of this Agreement and the Transactions
     hereunder will not violate any law, ordinance, charter, by-law or rule
     applicable to it or any agreement by which it is bound or by which any of
     its assets are affected. On the Purchase Date for any Transaction Buyer and
     Seller shall each be deemed to repeat all the foregoing representations
     made by it.

11.  EVENTS OF DEFAULT

     In the event that (i) Seller fails to transfer or Buyer fails to purchase
     Purchased Securities upon the applicable Purchase Date, (ii) Seller fails
     to repurchase or Buyer fails to transfer Purchased Securities upon the
     applicable Repurchase Date, (iii) Seller or Buyer fails to comply with
     Paragraph 4 hereof, (iv) Buyer fails, after one business day's notice, to
     comply with Paragraph 5 hereof, (v) an Act of Insolvency occurs with
     respect to Seller or Buyer, (vi) any representation made by Seller or Buyer
     shall have been incorrect or untrue in any material respect when made or
     repeated or deemed to have been made or repeated, or (vii) Seller or Buyer
     shall admit to the other its inability to, or its intention not to, perform
     any of its obligations hereunder (each an "Event of Default"):

     (a)  The nondefaulting party may, at its option (which option shall be
          deemed to have been exercised immediately upon the occurrence of an
          Act of Insolvency), declare an Event of Default to have occurred
          hereunder and, upon the exercise or deemed exercise of such option,
          the Repurchase Date for each Transaction hereunder shall, if it has
          not already occurred, be deemed immediately to occur (except that, in
          the event that the Purchase Date for any Transaction has not yet
          occurred as of the date of such exercise or deemed exercise, such
          Transaction shall be deemed immediately canceled). The nondefaulting
          party shall (except upon the occurrence of an Act of Involvency)
          give notice to the defaulting party of the exercise of such option
          as promptly as practicable.

     (b)  In all Transactions in which the defaulting party is acting as Seller,
          if the nondefaulting party exercises or is deemed to have exercised
          the option referred to in subparagraph (a) of this Paragraph, (i) the
          defaulting party's obligations in such Transactions to repurchase all
          Purchased Securities, at the Repurchased Price therefor on the
          Repurchase Date determined in accordance with subparagraph (a) of
          this Paragraph, shall thereupon become immediately due and payable,
          (ii) all Income paid after such exercise or deemed exercise shall be
          retained by the nondefaulting party and applied to the aggregate
          unpaid Repurchase Prices and any other amounts owing by the
          defaulting party hereunder, and (iii) the defaulting party shall
          immediately deliver to the nondefaulting party any Purchased
          Securities subject to such Transactions then in the defaulting
          party's possession or control.

     (c)  In all Transactions in which the defaulting party is acting as Buyer,
          upon tender by the nondefaulting party of payment of the aggregate
          Repurchase Prices for all such Transactions, all right, title and
          interest in and entitlement to all Purchased Securities subject to
          such Transactions shall be deemed transferred to the nondefaulting
          party, and the defaulting party shall deliver all such Purchased
          Securities to the nondefaulting party.

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     (d)  If the nondefaulting party exercises or is deemed to have exercised
          the option referred to in sub-paragraph (a) of this Paragraph, the
          nondefaulting party, without prior notice to the defaulting party,
          may:

          (i)  as to Transactions in which the defaulting party is acting as
               Seller, (A) immediately sell, in a recognized market (or
               otherwise in a commercially reasonable manner) at such price or
               prices as the nondefaulting party may reasonably deem
               satisfactory, any or all Purchased Securities subject to such
               Transactions and apply the proceeds thereof to the aggregate
               unpaid Repurchase Prices and any other amounts owing by the
               defaulting party hereunder or (B) in its sole discretion elect,
               in lieu of selling all or a portion of such Purchased Securities,
               to give the defaulting party credit for such Purchased Securities
               in an amount equal to the price therefor on such date, obtained
               from a generally recognized source or the most recent closing bid
               quotation from such a source, against the aggregate unpaid
               Repurchase Prices and any other amounts owing by the defaulting
               party hereunder; and

          (ii) as to Transactions in which the defaulting party is acting as
               Buyer, (A) immediately purchase, in a recognized market (or
               otherwise in a commercially reasonable manner) at such price or
               prices as the nondefaulting party may reasonably deem
               satisfactory, securities ("Replacement Securities") of the same
               class and amount as any Purchased Securities that are not
               delivered by the defaulting party to the nondefaulting party as
               required hereunder or (B) in its sole discretion elect, in lieu
               of purchasing Replacement Securities, to be deemed to have
               purchased Replacement Securities at the price therefor on such
               date, obtained from a generally recognized source or the most
               recent closing offer quotation from such a source.

          Unless otherwise provided in Annex I, the parties acknowledge and
          agree that (1) the Securities subject to any Transaction hereunder are
          instruments traded in a recognized market, (2) in the absence of a
          generally recognized source for prices or bid or offer quotations for
          any Security, the nondefaulting party may establish the source
          therefor in its sole discretion and (3) all prices, bids and offers
          shall be determined together with accrued Income (except to the extent
          contrary to market practice with respect to the relevant Securities).

     (e)  As to Transactions in which the defaulting party is acting as Buyer,
          the defaulting party shall be liable to the nondefaulting party for
          any excess of the price paid (or deemed paid) by the nondefaulting
          party for Replacement Securities over the Repurchase Price for the
          Purchased Securities replaced thereby and for any amounts payable by
          the defaulting party under Paragraph 5 hereof or otherwise hereunder.

     (f)  For purposes of this Paragraph 11, the Repurchase Price for each
          Transaction hereunder in respect of which the defaulting party is
          acting as Buyer shall not increase above the amount of such Repurchase
          Price for such Transaction determined as of the date of the exercise
          or deemed exercise by the nondefaulting party of the option referred
          to in subparagraph (a) of this Paragraph.

     (g)  The defaulting party shall be liable to the nondefaulting party for
          (i) the amount of all reasonable legal or other expenses incurred by
          the nondefaulting party in connection with or as a result of an Event
          of Default, (ii) damages in an amount equal to the cost (including all
          fees, expenses and commissions) of entering into replacement
          transactions and entering into or terminating hedge transactions in
          connection with or as a result of an Event of Default, and (iii) any
          other loss, damage, cost or expense directly arising or resulting from
          the occurrence of an Event of Default in respect of a Transaction.

     (h)  To the extent permitted by applicable law, the defaulting party shall
          be liable to the nondefaulting party for interest on any amounts owing
          by the defaulting party hereunder, from the date the defaulting party
          becomes liable for such amounts hereunder until such amounts are (i)
          paid in full



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          by the defaulting party or (ii) satisfied in full by the exercise of
          the nondefaulting party's rights hereunder. Interest on any sum
          payable by the defaulting party to the nondefaulting party under this
          Paragraph 11(h) shall be at a rate equal to the greater of the Pricing
          Rate for the relevant Transaction or the Prime Rate.

     (i)  The nondefaulting party shall have, in addition to its rights
          hereunder, any rights otherwise available to it under any other
          agreement or applicable law.

12.  SINGLE AGREEMENT

     Buyer and Seller acknowledge that, and have entered hereinto and will enter
     into each Transaction hereunder in consideration of and in reliance upon
     the fact that, all Transactions hereunder constitute a single business and
     contractual relationship and have been made in consideration of each other.
     Accordingly, each of Buyer and Seller agrees (i) to perform all of its
     obligations in respect of each Transaction hereunder, and that a default in
     the performance of any such obligations shall constitute a default by it in
     respect of all Transactions hereunder, (ii) that each of them shall be
     entitled to set off claims and apply property held by them in respect of
     any Transaction against obligations owing to them in respect of any other
     Transactions hereunder and (iii) that payments, deliveries and other
     transfers made by either of them in respect of any Transaction shall be
     deemed to have been made in consideration of payments, deliveries and other
     transfers in respect of any other Transactions hereunder, and the
     obligations to make any such payments, deliveries and other transfers may
     be applied against each other and netted.

13.  NOTICES AND OTHER COMMUNICATIONS

     Any and all notices, statements, demands or other communications hereunder
     may be given by a party to the other by mail, facsimile, telegraph,
     messenger or otherwise to the address specified in Annex II hereto, or so
     sent to such party at any other place specified in a notice of change of
     address hereafter received by the other. All notices, demands and requests
     hereunder may be made orally, to be confirmed promptly in writing, or by
     other communication as specified in the preceding sentence.

14.  ENTIRE AGREEMENT; SEVERABILITY

     This Agreement shall supersede any existing agreements between the parties
     containing general terms and conditions for repurchase transactions. Each
     provision and agreement herein shall be treated as separate and independent
     from any other provision or agreement herein and shall be enforceable
     notwithstanding the unenforceability of any such other provision or
     agreement.

15.  NON-ASSIGNABILITY; TERMINATION

     (a)  The rights and obligations of the parties under this Agreement and
          under any Transaction shall not be assigned by either party without
          the prior written consent of the other party, and any such assignment
          without the prior written consent of the other party shall be null and
          void. Subject to the foregoing, this Agreement and any Transactions
          shall be binding upon and shall inure to the benefit of the parties
          and their respective successors and assigns. This Agreement may be
          terminated by either party upon giving written notice to the other,
          except that this Agreement shall, notwithstanding such notice, remain
          applicable to any Transactions then outstanding.

     (b)  Subparagraph (a) of this Paragraph 15 shall not preclude a party from
          assigning, charging or otherwise dealing with all or any part of its
          interest in any sum payable to it under Paragraph 11 hereof.

16.  GOVERNING LAW

     This Agreement shall be governed by the laws of the State of New York
     without giving effect to the conflict of law principles thereof.

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17.  NO WAIVERS, ETC.

     No express or implied waiver of any Event of Default by either party shall
     constitute a waiver of any other Event of Default and no exercise of any
     remedy hereunder by any party shall constitute a waiver of its right to
     exercise any other remedy hereunder. No modification or waiver of any
     provision of this Agreement and no consent by any party to a departure
     herefrom shall be effective unless and until such shall be in writing and
     duly executed by both of the parties hereto. Without limitation on any of
     the foregoing, the failure to give a notice pursuant to Paragraph 4(a) or
     4(b) hereof will not constitute a waiver of any right to do so at a later
     date.

18.  USE OF EMPLOYEE PLAN ASSETS

     (a)  If assets of an employee benefit plan subject to any provision of the
          Employee Retirement Income Security Act of 1974 ("ERISA") are intended
          to be used by either party hereto (the "Plan Party") in a Transaction,
          the Plan Party shall so notify the other party prior to the
          Transaction. The Plan Party shall represent in writing to the other
          party that the Transaction does not constitute a prohibited
          transaction under ERISA or is otherwise exempt therefrom, and the
          other party may proceed in reliance thereon but shall not be required
          so to proceed.

     (b)  Subject to the last sentence of subparagraph (a) of this Paragraph,
          any such Transaction shall proceed only if Seller furnishes or has
          furnished to Buyer its most recent available audited statement of its
          financial condition and its most recent subsequent unaudited statement
          of its financial condition.

     (c)  By entering into a Transaction pursuant to this Paragraph, Seller
          shall be deemed (i) to represent to Buyer that since the date of
          Seller's latest such financial statements, there has been no material
          adverse change in Seller's financial condition which Seller has not
          disclosed to Buyer, and (ii) to agree to provide Buyer with future
          audited and unaudited statements of its financial condition as they
          are issued, so long as it is a Seller in any outstanding Transaction
          involving a Plan Party.

19.  INTENT

     (a)  The parties recognize that each Transaction is a "repurchase
          agreement" as that term is defined in Section 101 of Title 11 of the
          United States Code, as amended (except insofar as the type of
          Securities subject to such Transaction or the term of such Transaction
          would render such definition inapplicable), and a "securities
          contract" as that term is defined in Section 741 of Title 11 of the
          United States Code, as amended (except insofar as the type of assets
          subject to such Transaction would render such definition
          inapplicable).

     (b)  It is understood that either party's right to liquidate Securities
          delivered to it in connection with Transactions hereunder or to
          exercise any other remedies pursuant to Paragraph 11 hereof is a
          contractual right to liquidate such Transaction as described in
          Sections 555 and 559 of Title 11 of the United States Code, as
          amended.

     (c)  The parties agree and acknowledge that if a party hereto is an
          "insured depository institution," as such term is defined in the
          Federal Deposit Insurance Act, as amended ("FDIA"), then each
          Transaction hereunder is a "qualified financial contract," as that
          term is defined in FDIA and any rules, orders or policy statements
          thereunder (except insofar as the type of assets subject to such
          Transaction would render such definition inapplicable).

     (d)  It is understood that this Agreement constitutes a "netting contract"
          as defined in and subject to Title IV of the Federal Deposit Insurance
          Corporation Improvement Act of 1991 ("FDICIA") and each payment
          entitlement and payment obligation under any Transaction hereunder
          shall constitute a "covered contractual payment entitlement" or
          "covered contractual payment obligation",

                                       9
<PAGE>

          respectively, as defined in and subject to FDICIA (except insofar as
          one or both of the parties is not a "financial institution" as that
          term is defined in FDICIA).

20.  DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS

     The parties acknowledge that they have been advised that:

     (a)  in the case of Transactions in which one of the parties is a broker or
          dealer registered with the Securities and Exchange Commission ("SEC")
          under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"),
          the Securities Investor Protection Corporation has taken the position
          that the provisions of the Securities Investor Protection Act of 1970
          ("SIPA") do not protect the other party with respect to any
          Transaction hereunder;

     (b)  in the case of Transactions in which one of the parties is a
          government securities broker or a government securities dealer
          registered with the SEC under Section 15C of the 1934 Act, SIPA will
          not provide protection to the other party with respect to any
          Transaction hereunder; and

     (c)  in the case of Transactions in which one of the parties is a financial
          institution, funds held by the financial institution pursuant to a
          Transaction hereunder are not a deposit and therefore are not insured
          by the Federal Deposit Insurance Corporation or the National Credit
          Union Share Insurance Fund, as applicable.


CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC                      WILSHIRE FUNDING CORPORATION

[Name of Party]                          [Name of Party]

By:        [illegible]                   By:         [illegible]
   --------------------------                 ---------------------------
Title:     Managing Director             Title:          CFO
      -----------------------                  --------------------------
Date:          11/16/99                  Date:      November 12, 1999
    -------------------------                 ---------------------------


<PAGE>

                                     ANNEX I

                        SUPPLEMENTAL TERMS AND CONDITIONS
                             (MORTGAGE CAPITAL/WFC)

         Pursuant to the terms of the Master Repurchase Agreement (the
printed text only, the "Master Repurchase Agreement" and together with this
Annex and any other Annexes and Exhibits thereto, the "Agreement") dated as
of November 26, 1999 (the "Restatement Date"). Buyer and Seller agree to be
governed by the Supplemental Terms and Condition stated herein. The Agreement
amends, restates and consolidates in their entirety (a) the Master Repurchase
Agreement (Commercial) dated as of June 16, 1997 between Wilshire Financial
Corporation ("WFC or Seller") and Credit Suisse First Boston Mortgage Capital
LLC ("Buyer") relating to commercial mortgage loans and commercial real
property (the "Original Commercial Agreement") and (b) the Master Repurchase
Agreement dated June 16, 1997, between WFC and Buyer relating to residential
mortgage loans, residential real property and manufactured home installment
contracts (the "Original Residential Agreement" and, together with the
Original Commercial Agreement, the "Original Agreements"). The Transactions
under the Original Agreements (the "Original Transactions") shall, as of the
Restatement Date, be replaced by the New Transactions referred to below. The
New Transactions and the Rollover Transactions referred to below shall be
governed by the Agreement. All capitalized terms used in these Supplemental
Terms and Conditions that are defined in the Master Repurchase Agreement are
used herein as defined therein, except to the extent such terms are amended
or supplemented herein. Reference is made to Section 6 hereof for the meaning
of additional defined terms used herein. To the extent that any provisions in
these Supplemental Terms and Conditions are in conflict with provisions
contained in the Master Repurchase Agreement, the provisions of these
Supplemental Terms and Conditions shall prevail.

         1. SPECIFIC TRANSACTIONS ONLY. (a) Unless otherwise agreed by Buyer
and Seller, the only Transactions under the Agreement shall be (i) new
Transactions (the "New Transactions") entered into as of the Restatement Date
covering the Purchased Securities that were then subject to Original
Transactions and (ii) the Rollover Transactions described below. Each New
Transaction shall have a term of approximately one month, and shall have a
Purchase Price equal to the Repurchase Price (determined as of the
Restatement Date without any Breakage Costs) applicable to the Original
Transaction for the corresponding Purchased Security (subject to adjustment
to give effect to the payments and fee described in Section 2 below). Unless
(x) an Event of Default shall have occurred, (y) Seller directs Buyer not to
do so, or (z) Seller shall have paid the applicable Repurchase Price for the
relevant Transaction, Buyer shall with respect to each Transaction enter into
successive additional monthly Transactions (the "Rollover Transactions") for
the Purchased Securities covered by such Transaction; PROVIDED, HOWEVER, that
Buyer shall have no obligation to enter into any Transaction with a
Repurchase Date later than the first anniversary of the Restatement Date.
Neither Buyer nor Seller shall have any obligation to enter into any
Transaction under the Agreement other than the Transactions described above
in this Section 1(a).

         The Pricing Rate for all Transactions, unless otherwise agreed in
connection with a specific Transaction, shall be a per annum rate equal to
LIBOR plus the following



<PAGE>


respective per annum rate for Transactions covering the following types of
Purchased Securities (all of which are Contracts):

<TABLE>
<CAPTION>

TYPE OF PURCHASED SECURITIES            PER ANNUM RATE

<S>                                          <C>
Commercial Performing                        2.25%
Commercial Non-Performing                    3.00%
Residential First Loan Contract              1.50%
Residential Junior Loan Contract             1.90%
Residential Non-Performing                   2.50%
Residential Manufactured                     1.90%
</TABLE>

                  2. PAYMENTS AND FEES. (a) On November 16, 1999, Seller wired
immediately available funds to Buyer in the amount of $1,693,043.53, which
payment was applied to the outstanding Margin Deficits (as such term is defined
in the Original Agreements) under the Original Agreements as of the Restatement
Date.

                  (b) On the Restatement Date, Buyer shall be entitled to a
facility fee in the amount of 0.5% of the New Transaction Purchase Prices
(determined after giving effect to the payments described in Section 2(a) above
and before giving effect to such fee), which shall be added to and be part of
the respective Purchase Prices under the New Transactions.

                  3. MARKET VALUE. (a) The text of Paragraph 2(j) of the Master
Repurchase Agreement is replaced in its entirety with the following:

                   "`Market Value', with respect to any Securities as of any
                   date, the price of such Securities as determined by Buyer in
                   its good faith judgment;"

                  (b) Buyer shall provide to Seller, at Seller's request and for
information purposes only, the assumptions used by Buyer to determine the Market
Value of the Purchased Securities for each new determination of Market Value.

                  4. MARGIN MAINTENANCE. (a) The Margin Notice Deadline shall be
10 AM, New York City time. The Buyer's Margin Percentage with respect to each
Transaction under the Agreement shall be equal to the Buyer's Margin Percentage
with respect to the final Original Transaction for the corresponding Purchased
Security as specified in the relevant Confirmation.

                  (b) Paragraph 4 of the Master Repurchase Agreement is amended
by deleting subparagraphs (d), (e) and (f) of such Paragraph. Neither party
shall be required to comply with the provisions of subparagraph (b) of Paragraph
4, which subparagraph is preserved solely for the purpose of providing a
definition of the term "Margin Excess."

                  (C) Notwithstanding anything to the contrary contained in the
Agreement, Seller shall not be required to eliminate any Margin Deficit pursuant
to Paragraph 4(a) except to the extent, if any, that the amount of such Margin
Deficit exceeds the amount of any Margin Excess (as such term is defined in the
MBS Agreement) existing at such time under the MBS Agreement.


                                       2
<PAGE>


                  (d) The Custodial Agreement shall set forth further terms and
provisions relating to Buyer's and Seller's rights and obligations under
Paragraph 4 of the Master Repurchase Agreement.

                  5. INCOME PAYMENTS. The text of Paragraph 5 of the Master
Repurchase Agreement is replaced in its entirety with the following:

                  "Buyer shall be entitled to receive and retain an amount equal
                  to all Income and other proceeds (including sale and
                  refinancing proceeds) paid, distributed, received or otherwise
                  realized from, on or in respect of the Securities (after
                  deduction for any required tax or other third-party payments),
                  and shall apply all such amounts in the following order: first
                  to pay any unpaid accrued Price Differentials; second, to pay
                  any amounts due from Seller as a result of principal paydowns,
                  or changes in the Market Value, of Purchased Securities; and
                  then, to pay any other amounts owing by Seller under the
                  Agreement or in respect of any Transaction (in such order as
                  Buyer shall determine in its sole discretion)."

                  6. ADDITIONAL DEFINITIONS.

                    "AFFILIATE" With respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities (including, without limitation, partnership interests), by contract
or otherwise and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

                  "BREAKAGE COSTS" shall have the meaning assigned thereto in
Section 29 hereof.

                  "BREAKAGE PERIOD" shall have the meaning assigned thereto in
Section 29 hereof.

                  "BREAKAGE RATE" shall have the meaning assigned thereto in
Section 29 hereof.

                  "BUSINESS DAY" shall mean any day other than (i) a Saturday or
a Sunday or (ii) another day on which banking institutions in the cities of
Portland, Oregon or New York, New York are authorized or obligated by law,
executive order, or governmental decree to be closed.

                  "COLLATERALIZATION AGREEMENT" shall mean the Collateralization
Agreement dated as of the Restatement Date between Seller and Credit Suisse
First Boston Corporation, an Affiliate of CSFB.

                  "COMMERCIAL CONTRACT" shall mean a Contract that was a
Purchased Security under the Original Commercial Agreement, and any Contract
that constitutes proceeds of such a Purchased Security.


                                       3
<PAGE>


                  "COMMERCIAL EXHIBIT A" shall mean Exhibit A to the Original
Commercial Agreement (with all defined terms used therein having the meanings
ascribed thereto in the Original Commercial Agreement).

                  "COMMERCIAL EXHIBIT B" shall mean Exhibit B to the Original
Commercial Agreement (with all defined used therein have the meanings ascribed
thereto in the Original Commercial Agreement).

                  "CONTRACTS" shall mean (i) mortgage loans secured by a first
or junior mortgage on real property and related personal property, (ii) certain
real property and related personal property and (iii) manufactured housing
retail installment contracts and installment loan agreements, all to the extent
such loans, property or contracts constituted Purchased Securities under an
Original Agreement. Each such Contract includes, without limitation, all Records
relating to such Contract and all related security interests, Related Assets,
and any and all rights to receive payments thereunder and all proceeds thereof
(including, without limitation, any recourse rights against third persons) from
and after the related Purchase Date.

                  "CSFB" shall mean Credit Suisse First Boston Mortgage Capital
LLC.

                  "CUSTODIAL AGREEMENT" shall refer to the Second Amended and
Restated Custodial and Servicing Agreement dated as of June 16, 1997, as amended
as of the Restatement Date, by and among Buyer, Seller and Custodian, providing
for the custody and the servicing of the Contracts.

                  "CUSTODIAN" shall refer to Bankers Trust Company of
California, N.A., in its capacity as custodian under the Custodial Agreement, or
any successor or any permitted assigns.

                  "GUARANTOR" shall mean WFSG, or any successor thereto.

                  "GUARANTY AGREEMENT" shall mean the Guaranty dated as of the
Restatement Date issued by WFSG for the benefit of the Buyer.

                  "LIBOR" shall mean the offered rate for United States dollars
with a maturity of one month which appears on Telerate as of 9 AM, New York City
time, as determined by Buyer (absent manifest error) on the Purchase Date for
the relevant Transaction; PROVIDED, HOWEVER, that if such rate does not appear
on the Dow Jones Telerate Service page 3750 (or such other page as may replace
that page on that service) or if such service is no longer offered, the rate for
United States dollars with a maturity of one month quoted by such other
comparable service as may be selected by Buyer.

                  "MBS AGREEMENT" shall mean the Global Master Repurchase
Agreement dated as of November 13, 1996 between Seller and Credit Suisse First
Boston (Hong Kong) Limited, as amended, modified, restated or supplemented from
time to time, relating to mortgage-backed securities; PROVIDED, HOWEVER that if
such Global Master Repurchase Agreement is replaced by a Master Repurchase
Agreement between Seller and Credit Suisse First Boston (Europe) Limited, such
Master Repurchase Agreement, as amended, modified, restated or supplemented from
time to time shall be the MBS Agreement.


                                       4
<PAGE>


                  "NON-PERFORMING" (i) with respect to a Commercial Contract,
has the meaning ascribed to such term in the Original Commercial Agreement and
(ii) with respect to a Residential Contract, has the meaning ascribed to such
term in the Original Residential Agreement.

                  "OBLIGOR" shall mean each Person who is indebted under a
Contract.

                  "PERFORMING" shall mean any Contract that is not
Non-Performing as of the date of determination.

                  "PERSON" shall mean any legal person, including any
individual, corporation, partnership, association, joint-stock company, trust,
limited liability company, unincorporated organization, governmental entity or
other entity of similar nature

                  "RECORDS" shall mean, with respect to any Contract, all
documents, books, records and other information (including, without limitation,
computer programs, tapes, discs, punch cards and related property and rights)
relating to such Contract.

                  "RELATED ASSETS" shall mean, with respect to any Contract, (i)
Seller's security interest in the related real and personal property (including
all improvements, fixtures, equipment and articles of personal property located
on such real property and all rents, issues, profits and income derived from the
operation of such real property, and in the case of a Contract relating to a
manufactured home, such manufactured home) and rights, remedies, powers and
privileges under the related mortgage or other security instrument, (ii)
Seller's rights, remedies, powers and privileges under such Contract, including
any personal guaranty thereof, (iii) Seller's rights, remedies, powers and
privileges under the Agreement and the Custodial Agreement and any servicing
agreement, (iv) Seller's rights, remedies, powers and privileges under the
Insurance Policies (as defined in the Custodial Agreement), and (v) all proceeds
of the foregoing.

                  "REO SUBSIDIARY PLEDGE AGREEMENT" shall mean the REO
Subsidiary Pledge Agreement dated June 16, 1997, as amended as of the
Restatement Date, between Buyer and Seller.

                  "RESIDENTIAL CONTRACT" shall mean a Contract that was a
Purchased Security under the Original Residential Agreement, and any Contract
that constitutes proceeds of such a Purchased Security.

                  "RESIDENTIAL EXHIBIT A" shall mean Exhibit A to the Original
Residential Agreement (with all defined terms used therein having the meanings
ascribed thereto in the Original Residential Agreement).

                  "RESIDENTIAL EXHIBIT B" shall mean Exhibit B to the Original
Residential Agreement (with all defined used therein have the meanings ascribed
thereto in the Original Residential Agreement).

                  "SECURITIES" shall mean, notwithstanding the definition set
forth in Paragraph 1 of the Repurchase Agreement, Contracts purchased pursuant
to this Agreement.

                  "SERVICER" shall refer to WSC, WCC or WFC, or their respective
successors.


                                       5
<PAGE>


                  "SERVICING LETTER AGREEMENT" means the letter agreement dated
as of June 16, 1997, as amended as of the Restatement Date, among Buyer and each
Servicer, relating to the servicing of the Contracts and other real property.

                  "TRANSACTION DOCUMENTS" means this Agreement, the Custodial
Agreement, the Servicing Letter Agreement and any related agreements.

                  "WCC" shall mean Wilshire Credit Corporation.

                  "WFSG" shall mean Wilshire Financial Services Group Inc.

                  "WREI" shall mean, collectively, Wilshire Real Estate
Investment Inc. and its subsidiaries.

                  "WSC" shall mean Wilshire Servicing Corporation.

         7.       BACKUP SECURITY INTEREST.

                           (a) In the event that, for any reason, any
Transaction is construed by any court as a secured loan rather than a purchase
and sale, the parties intend that Seller shall have granted to Buyer a security
interest in all of the Purchased Securities, which security interest is not
subject to any prior security interests created under the Uniform Commercial
Code in the appropriate jurisdiction.

                           (b) Seller shall pay all fees and expense associated
with perfecting and maintaining such security interest including, without
limitation, the cost of filing financing statements and continuation statements
under the Uniform Commercial Code and the recording of any assignment of
Mortgage in the appropriate jurisdiction as and when required thereunder or
specified by Buyer.

                           (c) In the event that Buyer elects to engage in
repurchase transactions with the Purchased Securities or otherwise elects to
pledge or hypothecate the Purchased Securities, Seller shall, at the request of
Buyer and at the expense of Seller, do and perform such acts and things
necessary to enable the Custodian to do and perform such further acts and things
and to execute and deliver to Buyer and its counterparty such additional
documents, acknowledgments, powers and instruments as are reasonably required by
Buyer in connection with such transaction and such counterparty, it being
understood and agreed that Seller will retain all servicing rights in respect of
any Purchased Securities so transferred.

         8.       REPRESENTATIONS; COVENANTS.

                           (a) Each party represents and warrants, and shall on
and as of the Purchase Date for any Transaction and on and as of each date
thereafter through the related Repurchase Date be deemed to represent and
warrant, as follows:

                              (i) The execution, delivery and performance of the
                              Agreement and the performance of each Transaction
                              do not and will not result in or require the
                              creation of any lien, security interest or other
                              charge or en-


                                       6
<PAGE>


                              cumbrance (other than pursuant hereto) upon or
                              with respect to any of its properties in favor of
                              any Person other than Buyer; and

                              (ii) The Agreement is, and each Transaction when
                              entered into under the Agreement will be, a legal,
                              valid and binding obligation of it enforceable
                              against it in accordance with the terms of the
                              Agreement.

         (b) Seller hereby makes, and on and as of the Purchase Date of any
Transaction and on and as of each date thereafter through the related
Repurchase Date shall be deemed to have made, the representations and
warranties to Buyer set forth in (i) as to Transactions for Purchased
Securities which are Commercial Contracts, Commercial Exhibit A and
Commercial Exhibit B and (ii) as to Transactions for Purchased Securities
which are Residential Contracts, Residential Exhibit A and Residential
Exhibit B. The representations and warranties set forth herein shall survive
transfer of the Purchased Securities to the Buyer and shall continue for so
long as the Purchased Securities are subject to this Agreement. In the event
Buyer engages in a repurchase transaction with any of the Purchased
Securities or otherwise pledges or hypothecates any of the Purchased
Securities, Buyer shall have the right to assign to Buyer's counterparty any
representations or warranties in Commercial Exhibit B or Residential Exhibit
B, as the case may be, as they relate to the Purchased Securities that are
subject to such repurchase transaction; PROVIDED, HOWEVER, that Buyer hereby
represents and warrants that so long as this Agreement is in effect, any
repurchase transaction entered into between Buyer and a counterparty with
respect to Contracts which are the subject of a Transaction hereunder shall
not permit such counterparty to assert a breach of an assigned representation
or warranty made by Seller with respect to such Contracts (as set forth in
Commercial Exhibit B or Residential Exhibit B, as the case may be) against
Seller unless Buyer is in default of its obligations under such repurchase
transaction.

         (c) Buyer represents and warrants that (i) it is a separate and
independent corporate entity from the custodian named in the Custodial
Agreement; (ii) it does not own a controlling interest in such custodian either
directly or through Affiliates; (iii) and no director or officer of Buyer is
also a director or officer of such custodian.

         (d) Seller represents and warrants that (i) it is a separate and
independent corporate entity from the custodian named in the Custodial
Agreement; (ii) it does not own a controlling interest in such custodian either
directly or through Affiliates; (iii) and no director or officer of Seller is
also a director or officer of such custodian.

         9. REPURCHASE OF CONTRACTS. Upon discovery by Seller of a breach of any
of the representations and warranties set forth in Commercial Exhibit B or
Residential Exhibit B, as the case may be, Seller shall give prompt written
notice thereof to Buyer. If Seller does not correct or cure such breach on or
before the 15th day following the earlier of discovery of such breach by Seller
or receipt of notice of such breach, then Seller shall repurchase such Contract
on the Repurchase Date next succeeding such 15th day following receipt of such
notice (or, if such 15th day following receipt of such notice occurs on a
Repurchase Date, on such Repurchase Date). The provisions of this Section shall
not be deemed to limit, or affect the time periods provided for in, any other
provision of this Agreement respecting margin maintenance or otherwise.


                                       7
<PAGE>


         10. REHYPOTHECATION. (a) Paragraph 8 of the Master Repurchase Agreement
is amended by deleting "or pay Income" in the ninth line thereof and deleting
the comma in the tenth line thereof.

         (b) Buyer may at its sole election engage in repurchase transactions
with the Purchased Securities or otherwise pledge, hypothecate, assign, transfer
or otherwise convey the Purchased Securities with a counterparty of Buyer's
choice; PROVIDED, HOWEVER, that no such transaction by Buyer shall relieve Buyer
of its obligations to WFC in connection with the repurchase by WFC of any
Purchased Securities in accordance with the terms of this Agreement and the
relevant Confirmation.

         11. EVENTS OF DEFAULT. (a) In addition to the Events of Default
described in the Master Repurchase Agreement, the occurrence of any of the
following shall constitute an Event of Default:

         (i) Seller shall fail to perform or comply with, or shall admit its
inability to or intention not to perform or comply with, any covenant or
agreement contained in these Supplemental Terms and Conditions.

         (ii) Seller shall (x) default or breach its obligations under any
repurchase agreement, reverse repurchase agreement or other agreement with Buyer
or any Affiliate of Buyer or (y) default or breach any of its obligations under
any material agreement with any other person (except WREI).

         (iii) A material adverse change (a "Material Adverse Change") shall
have occurred with respect to the financial condition, business, litigation or
operations of Seller or Guarantor.

         (iv) Any report by independent accountants of Seller's or Guarantor's
financial condition issued after the Restatement Date shall contain any "going
concern" qualification or limitation.

         (v) A Change in Control shall have occurred. For this purpose, a Change
in Control shall have occurred if (x) any person or group (within the meaning of
Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the
Restatement Date) shall own directly or indirectly, beneficially or of record,
shares or other equity interests representing more than 35% of the aggregate
voting power represented by the issued and outstanding partnership or other
equity interests of Seller or Guarantor; (y) a majority of the seats (other than
vacant seats) on the board of directors (or equivalent body) of Seller or
Guarantor shall at any time be occupied by persons who were neither (A)
nominated by the board of directors (or such body) of Seller or Guarantor nor
(B) appointed by directors (or equivalent persons) so nominated; (z) any change
in control (or similar event, however denominated) with respect to Seller or
Guarantor shall occur under and as defined in


                                       8
<PAGE>


                                    any indenture, agreement or guaranty in
                                    respect of indebtedness to which Seller or
                                    Guarantor is a party or guarantor.

                                    (vi) The Agreement shall for any reason
                                    cease to create in favor or Buyer a valid
                                    ownership or first priority security
                                    interest in any of the Purchased Securities
                                    purported to be covered thereby, and such
                                    failure is not cured, or the affected
                                    Contracts repurchased, by Seller, within 2
                                    Business Days of the earlier of Seller's
                                    discovery of, or notice to Seller of, such
                                    failure.

                                    (vii) A final judgment by any competent
                                    court in the United States of America for
                                    the payment of money in an amount of at
                                    least $1,000,000 is rendered against Seller
                                    or Guarantor and the same remains
                                    undischarged for a period of 30 days during
                                    which execution of such judgment is not
                                    effectively stayed.

                                    (viii) WFC or Servicer shall fail to observe
                                    or perform any of the covenants or
                                    agreements under any Transaction Document,
                                    which failure, in the reasonable judgment of
                                    Buyer, materially and adversely affects
                                    Buyer.

                                    (ix) WFC shall fail to promptly notify Buyer
                                    of (i) the acceleration of any material debt
                                    obligation of WFC or Guarantor; (ii) the
                                    amount of any revolving or funded credit
                                    facility of WFC or Guarantor of $100 million
                                    or more entered into after the date hereof
                                    with any one new lender; (iii) any material
                                    adverse developments with respect to pending
                                    or future litigation involving WFC or
                                    Guarantor (other than foreclosures conducted
                                    by or on behalf of WFC or Guarantor and
                                    other like ordinary-course-of-business
                                    proceedings); and (iv) any other
                                    developments which materially and adversely
                                    affect the financial condition of WFC.

                           Notwithstanding any other provision of this Section
                           11(a) of the Supplemental Terms and Conditions, any
                           repurchase period or cure period provided herein in
                           respect of any action to be taken by Seller may be
                           shortened to two (2) Business Days by Buyer if, in
                           Buyer's sole good faith discretion, it is
                           unreasonable to permit such cure period or repurchase
                           period under the circumstances, taking into
                           consideration, among other things, the volatility of
                           the market for the Contracts involved, the extent and
                           nature of any Event of Default (or events which with
                           the given of such passage of time would constitute an
                           Event of Default) and the risks inherent in deferring
                           the exercise of remedies for the otherwise applicable
                           repurchase period or cure period.

                           (b) In addition to the rights of the Buyer pursuant
                           to Paragraph 11 of the Master Repurchase Agreement,
                           upon the occurrence of an Event of Default by Seller:


                                       9
<PAGE>


                                    (i) All rights of Seller and Servicers to
                                    receive payments on, or otherwise service or
                                    possess Records with respect to, the
                                    Contracts shall cease, and all such rights
                                    shall thereupon become vested in Buyer,
                                    which shall thereupon have the sole right to
                                    receive such payments and apply them to the
                                    aggregate unpaid Repurchase Prices owed by
                                    Seller (subject to the rights of Obligors in
                                    respect of Escrow Payments, as defined in
                                    the Custodial Agreement) and to pay any
                                    excess either (x) to the Seller if in the
                                    Buyer's reasonable judgment the Seller is
                                    legally entitled thereto, (y) to such other
                                    party or Person as is in the Buyer's
                                    reasonable judgment is legally entitled
                                    thereto, or (z) if the Buyer cannot
                                    determine in its reasonable judgment the
                                    Person or party entitled thereto, as
                                    directed by a court of competent
                                    jurisdiction;

                                    (ii) All payments which are received by
                                    Seller and Servicers contrary to the
                                    provisions of the preceding clause (i) shall
                                    be received in trust for the benefit of
                                    Buyer and shall as soon as practicable, but
                                    no more than three (3) Business Days after
                                    receipt, be segregated from other funds of
                                    Seller; and

                                    (iii) The Pricing Rate for each day from and
                                    after the date of such Event of Default
                                    shall be a per annum rate equal to the sum
                                    of (x) the Pricing Rate otherwise applicable
                                    and (y) 2.00%.

                           (c) Each event specified in Section 11(a) of these
Supplemental Terms and Conditions may, at the option of Buyer, cause an
acceleration of the Repurchase Date for a Transaction and shall be in addition
to any other rights of Buyer to cause such an acceleration under the Agreement.

             12. REPURCHASE DATE AND REPURCHASE PRICE. Seller shall pay to Buyer
on each Repurchase Date, to the extent not theretofore paid pursuant to
Paragraph 5 of the Master Repurchase Agreement, (a) the accrued Price
Differential with respect to each Transaction terminating on such Repurchase
Date and (b) the portion of the amount by which the Repurchase Price of each
such Transaction exceeds the Purchase Price of the next corresponding Rollover
Transaction that is attributable to principal paydowns on, and reductions in the
Market Value of, the relevant Purchased Securities during the term of such
Transaction. Payment of amounts shall be made by wire transfer in immediately
available funds in accordance with the intended recipient's written
instructions. With respect to any Contract, notwithstanding the occurrence of a
repossession, foreclosure, deed-in-lieu of foreclosure or other realization on
the underlying property, such Contract shall be deemed outstanding for purposes
of the calculation of the Repurchase Price and the servicing fee, and the
repurchase obligation of Seller under the terms and conditions of the Agreement,
and the payment of the Repurchase Price for such Contract by Seller shall
entitle Seller to receive the non-cash property obtained through such
realization (subject to the other provisions of the Agreement). The obligation
of Seller to pay the Repurchase Price for any Transaction on a Repurchase Date
shall not be lessened or otherwise affected in any way by the fact that
Contracts subject to such Transaction may have ceased to exist by reason of such
realization, and the payment of such Repurchase Price shall with respect to such
Contracts, constitute


                                       10
<PAGE>


a repurchase by Seller of all related rights, proceeds and underlying property,
as applicable, in respect of such realization.

                  13. REPORTING REQUIREMENTS. Seller shall furnish to Buyer:

                      (a) within 90 days after the end of each fiscal year of
Guarantor, Guarantor's consolidated balance sheet as at the end of such fiscal
year and the related statements of income and cash flows for such fiscal year,
audited by independent certified public accountants of recognized national
standing, together with (i) management's discussion and analysis of yearly
results compared to the prior year and (ii) an opinion of such accountants
(which shall not be qualified in any material respect) to the effect that such
financial statements fairly present the financial condition and results of
operations of Guarantor on a consolidated basis in accordance with generally
accepted accounting principles consistently applied;

                      (b) within 45 days after the close of each quarterly
accounting period in each fiscal year of Guarantor (other than the last fiscal
quarter of any fiscal year), the consolidated balance sheet of Guarantor as at
the end of such quarterly accounting period and the related consolidated
statements of income and cash flows for such quarterly accounting period,
together with management's discussion and analysis of quarterly results and
year-to-date results compared to the same periods in the prior year, all of
which shall be certified by the chief financial officer of Guarantor, subject to
normal year-end adjustments;

                      (c) within 45 days after the end of each month (other than
the last month of any quarterly accounting period), the consolidated balance
sheet of Guarantor as at the end of such month and the related consolidated
statement of income for such month, all of which shall be certified by the chief
financial officer of Guarantor, subject to normal year-end adjustments;

                      (d) within 30 days after the end of each month, loan level
performance data as of the end of such month for any Securities subject to
Transactions hereunder with respect to which Seller, Guarantor, any Servicer or
any successor or Affiliate of any of them is the servicer or master servicer
(collectively, "Wilshire-Serviced Securities"), including delinquency reports,
pool analytic reports and static pool reports (including delinquency,
foreclosure and net charge-off reports), all to the extent obtainable without
unreasonable cost by Seller from the relevant trustee or servicer (it being
recognized by the parties that the reports currently received by Seller or
Buyer, as registered holder of the relevant Securities, do not include all such
information);

                      (e) promptly following the occurrence thereof, written
notice of any Event of Default, or any event, condition or circumstance which
with the giving of notice and/or passage of time may constitute an Event of
Default, in each case specifying the nature and extent thereof and the
corrective action, if any, taken or proposed to be taken with respect thereto;

                      (f) promptly following the occurrence thereof, written
notice of the filing or commencement of, or any threat or notice of intention of
any person to file or commence, any action, suit or proceeding, whether at law
or in equity or by or before any governmental authority, against Seller or
Guarantor that might result in a Material Adverse Change;


                                       11
<PAGE>



                      (g) promptly following the occurrence thereof, written
notice of any event, condition or circumstance that has resulted in, or may
reasonably be expected to result in, a Material Adverse Change;

                      (h) promptly following the occurrence thereof, written
notice of the receipt of any New Capital by any Prepayment Party (as such terms
are defined in Section 16 below); and

                      (i) promptly, from time to time, such other information
and reports regarding the operations, business affairs and financial condition
of Seller or Guarantor, or compliance with the terms of the Agreement, as Buyer
may reasonably request.

                 14. ACCESS TO INFORMATION. At any reasonable time, Seller shall
permit Buyer, its agents or attorneys, to inspect and copy any and all documents
and data in their possession pertaining to each Contract that is the subject of
a Transaction. Such inspection shall occur upon the request of Buyer at a
mutually agreeable location during regular business hours and on a date not more
than two (2) Business Days after the date of such request.

                 15. SELLER'S COVENANT. During any Restricted Period (as defined
below) occurring prior to the date on which Seller shall have paid in full all
of its obligations hereunder, Seller shall not, without the prior written
consent of Buyer, (x) pay any indebtedness outstanding on the Restatement Date
to, or repurchase price under a repurchase agreement outstanding on the
Restatement Date with, a party (other than Buyer) earlier than the scheduled due
or repurchase date thereof or (y) provide security, margin, additional purchased
securities, collateral or other credit support for any such indebtedness or
repurchase price; PROVIDED, HOWEVER that this covenant shall not prohibit (i)
the refinancing or replacement of currently existing indebtedness or repurchase
agreement obligations, or of indebtedness or repurchase agreement obligations
incurred in accordance with immediately following clause (ii), in each case on
terms which are, taken as a whole, at least as favorable to Seller as those
applicable to the indebtedness or repurchase agreement being refinanced or
replaced, but this covenant will apply to the refinancing or replacement
repurchase agreement as if it were outstanding on the Restatement Date, (ii) the
incurrence by Seller of new indebtedness or of obligations under repurchase
agreements, in each case on customary terms, in connection with the acquisition
by Seller of the securities or instruments securing or subject to such
indebtedness or repurchase agreements, (iii) compliance by Seller with mark to
market provisions (including providing security, margin, additional purchased
securities, collateral or other credit support as a result of a change in the
value of securities or otherwise) in effect under agreements outstanding on the
Restatement Date or entered into thereafter in accordance with immediately
preceding clauses (i) and (ii), and (iv) repayment by Seller of indebtedness or
of obligations under repurchase agreements to the extent required in connection
with the sale of any securities or instruments securing or subject to such
indebtedness or repurchase agreements. A Restricted Period exists whenever (a)
an Event of Default exists as a result of the failure of Seller to pay a
Repurchase Price or eliminate a Margin Deficit when required under the Agreement
or any other repurchase agreement between Seller and Buyer or an Affiliate of
Buyer or (b) any other Event of Default exists of which Buyer has given notice
to Seller, in each case regardless of whether Buyer has exercised or intends to
exercise any remedies with respect thereto.


                                       12
<PAGE>


                 16. MANDATORY PREPAYMENT OF REPURCHASE PRICE. In the event
that, at any time from the Restatement Date through the date on which Seller
shall have paid in full all of its obligations hereunder, any one or more of
Seller, Guarantor or any of their respective subsidiaries (a "Prepayment Party")
receive net proceeds ("New Capital") in an aggregate amount exceeding $50
million from the issuance or other disposition of indebtedness for money
borrowed (excluding indebtedness of the kind described in clauses (i) and (ii)
of the proviso in Section 15 hereof) or equity of any Prepayment Party, in one
or more transactions, Seller shall cause 25% of such excess to be applied
substantially simultaneously with the receipt thereof to pay outstanding
repurchase prices on reverse repurchase agreements (including, without
limitation, the Repurchase Prices under the Transactions) between Seller and
Buyer or Affiliates of Buyer, all in such proportions as may be specified by
Buyer and such Affiliates in their sole discretion. Seller's obligation under
this Section 16 is the same as, and not in addition to, its identical obligation
under any MBS Agreement of the kind referred to in the proviso to the definition
of "MBS Agreement" in Section 6 hereof.

                 17. MUTUAL RELEASES. (a) As of the Restatement Date, each of
Seller and Guarantor (on its own behalf and on behalf of WCC and WSC) hereby
releases Buyer and all of their former and current officers, directors,
employees, shareholders, agents, representatives, advisors, attorneys,
accountants, parents, subsidiaries, Affiliates and any predecessors and
successors of any of the foregoing (collectively, the "Buyer Releasees") from
any and all claims, actions, cause of action, demands and charges of whatever
nature, known or unknown, including actual, consequential, punitive and other
damages, that either of them has or may have against any of the Buyer Releasees
relating to or arising from the Agreement, the Original Agreements, any
Transaction, any Original Transaction, any Security subject to any Transaction
or Original Transaction, any other repurchase agreement to which Seller is a
party with Buyer or any other Buyer Releasee, and all related documents and
transactions.

                  (b) As of the Restatement Date, Buyer hereby releases Seller,
Guarantor and all of their former and current officers, directors, employees,
shareholders, agents, representatives, advisors, attorneys, accountants,
parents, subsidiaries, Affiliates and any predecessors and successors of any of
the foregoing (collectively, the "Seller Releasees") from any and all claims,
actions, cause of action, demands and charges of whatever nature, known or
unknown, including actual, consequential, punitive and other damages, that it
has or may have against any of the Seller Releasees relating to or arising from
the Agreement, the Original Agreement, any Transaction, any Original
Transaction, any Security subject to any Transaction or Original Transaction,
any other repurchase agreement to which Buyer is a party with Seller or any
other Seller Releasee, and all related documents and transactions (collectively,
the "Buyer Claims"); PROVIDED, HOWEVER, that this Section 17(b) shall not be
deemed to release WREI or any of its officers, directors, employees,
shareholders, agents, representatives, advisors, attorneys, accountants,
parents, subsidiaries, Affiliates and any predecessors and successors of any of
the foregoing, in each case in their respective capacities as such, from any
Buyer Claims.

                 18. NOTICES. The text of Paragraph 13 of the Master Repurchase
Agreement is replaced in ------- its entirety with the following:

                  "Any notice or communication in respect of this Agreement will
                  be sufficiently given to a party if in writing and delivered
                  in person, sent by certified


                                       13
<PAGE>


                  or registered mail, return receipt requested, or by overnight
                  courier or given by facsimile transfer at the following
                  address or facsimile number:

                  If to Buyer:

                      11 Madison Avenue, 4th Floor
                      New York, New York  10010
                      Attention:  Kari A. Skilbred
                      Facsimile No.:  (212) 325-8107

                  with a copy to:
                      11 Madison Avenue
                      New York, New York 10010
                      Attention:  Lawrence Brandman, Esq.
                      Facsimile No.:  (212) 325-8219

                  If to Seller:
                      1776 S.W. Madison Street
                      Portland, Oregon  97205
                      Attention:  Brad Newman
                      Facsimile No.:  (503) 223-8799

                  with a copy to:
                      Stoel Rives LLP
                      900 S.W. Fifth Avenue
                      Portland, Oregon  97204-1268
                      Attention:  Gary Barnum
                      Facsimile No.:  (503) 220-2480

                  A notice or communication will be effective:

                  (i) if delivered by hand or sent by overnight courier, on the
                  day and time it is delivered;

                  (ii) if sent by facsimile transfer on a machine providing for
                  confirmation of receipt, on the day and time it is sent; or

                  (iii) if sent by certified or registered mail, return receipt
                  requested, three days after dispatch.

                  Either party may by like notice to the other change the
                  address or facsimile number at which notices or communications
                  are to be given to it."


                                       14
<PAGE>



                  19. BINDING ON SUCCESSORS. All of the covenants, stipulations,
promises and agreements in this Annex I shall bind the successors and assigns of
the parties hereto, whether expressed or not.

                  20 COUNTERPARTS. This Annex I may be executed in any number of
counterparts, each of which shall be an original but such counterparts shall
together constitute but one and the same instrument.

                  21. FURTHER ASSURANCES. Seller and Buyer shall promptly
provide such further assurances or agreements as Buyer or Seller, as the case
may be, may reasonably request in order to effect the purposes of the Agreement.

                  22. NON-RELIANCE. Buyer and Seller each represents to the
other that it is entering into this Agreement and will enter into each
Transaction in reliance upon such tax, accounting, regulatory, legal and
financial advice as it deems necessary and not upon any view expressed by the
other.

                  23. EXPENSES. Seller shall promptly pay, or reimburse Buyer
for the payment of, all reasonable legal, due diligence and other out-of-pocket
costs and expenses incurred by Buyer in connection with the negotiation,
preparation, establishment, enforcement and administration of the Agreement and
the Transactions.

                  24. RETURN OF PURCHASED SECURITIES. Notwithstanding anything
to the contrary contained in the Collateralization Agreement or Paragraph 12 of
the Master Repurchase Agreement, if (i) no Event of Default shall have occurred
under the Agreement, (ii) no "Event of Default" within the meaning of the
Collateralization Agreement shall have occurred, (iii) the Seller shall have
paid in full all of the Repurchase Prices of all of the Transactions, (iv) no
Margin Deficit (within the meaning of the MBS Agreement) then exists under the
MBS Agreement without regard to any Margin Excess existing under the Agreement,
and (v) no other amounts remain owing by Seller under the Agreement, Buyer shall
return to Seller any Purchased Securities then held by Buyer.

                  25. SINGLE AGREEMENT. The text of Paragraph 12 of the Master
Repurchase Agreement is replaced in its entirety with the following:

                  Buyer and Seller hereby acknowledge that they consider all
                  transactions and agreements between them to constitute a
                  single business and contractual relationship and to have been
                  made in consideration of each other and this Agreement.
                  Therefore, (a) each party hereby agrees to perform all of its
                  obligations to the other party with respect to all
                  transactions or agreements between them, that a default in the
                  performance of any such obligations ("Obligations") shall
                  constitute an Event of Default hereunder, and that any Event
                  of Default hereunder shall constitute a default in all such
                  other transactions and agreements between them, (b) each party
                  shall have a right of setoff against the other party for
                  amounts owing hereunder and any other amounts or obligations
                  owing in respect of any other agreement or transaction
                  whatsoever, and (c) payments, deliveries and other transfers
                  made by either party


                                       15
<PAGE>


                  hereunder shall be considered to have been made in
                  consideration of payments, deliveries and other transfers made
                  by the other party with respect to all other agreements or
                  transactions between them, and the Obligations to make any
                  such payments, deliveries, and other transfers may be applied
                  against each other and netted. As security for the performance
                  by each party of all of its Obligations, each party hereby
                  grants to the other a security interest in all securities,
                  instruments, money, and other property (and all distributions
                  thereon, proceeds thereof and security entitlements with
                  respect thereto) transferred by such party to the other
                  pursuant to this Agreement or otherwise. With respect to
                  defaulted Obligations which did not arise under this
                  Agreement, such security interest may be enforced in
                  accordance with the provisions of applicable law or Paragraph
                  11(d)(i) hereof (applying such Paragraph as if such defaulted
                  Obligations were owed hereunder in respect of a Transaction in
                  which the defaulting party is acting as Seller). Buyer will
                  advise Seller promptly following the application of any
                  payments or the exercise of setoff rights under this Paragraph
                  12.

                  26. CONSENT TO ASSIGNMENT. In accordance with Paragraph 15(a)
of the Master Repurchase Agreement, Seller hereby consents to the assignment by
CSFB ("Assignor") to Credit Suisse First Boston, Cayman Branch ("Assignee") of
all of Buyer's rights and obligations under the Agreement and under all
Transactions; PROVIDED, HOWEVER, that the foregoing consent shall not be
effective if such assignment would impose new or additional tax liability on
Seller. Upon any such assignment, Assignor shall be relieved of all of its
obligations under the Agreement and such Transactions. Following any such
assignment, (a) any notice or report required to be delivered to Buyer under the
Agreement shall be delivered to Assignor, as agent for Assignee, at the same
address set forth herein, (b) Assignor shall act solely as agent for Assignee,
and Assignor shall have no responsibility or personal liability to Seller or
Assignee arising from any failure of Seller or Assignee to pay or perform any
obligation under the Agreement and (c) each of Seller and Assignee shall proceed
against the other to collect or recover any assets or monies owing to it in
connection with or as a result of any Transaction or otherwise under the
Agreement.

                  27. JURISDICTION; NO JURY TRIAL. WFC agrees to submit to
personal jurisdiction in the State of New York in any action or proceeding
arising out of the Agreement. Buyer and WFC each hereby waive the right of trial
by jury in any litigation arising hereunder.

                  28. INDEMNIFICATION; FEES AND DISBURSEMENTS. Seller hereby
agrees to indemnify and hold harmless Buyer from any and all losses, damages,
claims, judgments, costs (including attorney fees and costs) and other expenses
arising from or relating to third party claims or third party claims Buyer
reasonably believes may be asserted relating to (a) any Event of Default and (b)
any error, or inaccuracy or untruthfulness in any representation or warranty
contained in this Agreement (including each Exhibit) and without regard to any
qualification thereof by "best of knowledge", "Seller's knowledge", "material"
or other words of like import; provided, however, that with respect to
representations or warranties qualified by words of such import, the Seller
shall not be liable for breach of contract damages, nor for damages for any
cause of action in tort, nor for any punitive or consequential damages, unless
(in each case) either (i)


                                       16
<PAGE>


such damages are actually incurred by Buyer, or (ii) such representation or
warranty, as modified by such words of limitation, has been breached. In the
event that either party commences a lawsuit or proceeding against the other in
connection with the Agreement, any and all reasonable attorneys' fees and costs
incurred in connection with the lawsuit or proceeding shall be paid by the
non-prevailing party after all appeals have been exhausted or not pursued.

                  29. PREPAYMENT. (a) Seller shall have the right to accelerate
any Repurchase Date for any Transaction at any time and prepay any Transaction
prior to the Repurchase Date and thereby terminate the Transaction, without
penalty or premium, subject, however, to payment of Breakage Costs by Seller to
Buyer as provided in subsection (b) below.

                  (b) Breakage Costs shall be paid by Seller to Buyer at the
time of prepayment and shall be calculated as follows ("Breakage Costs"): the
product of (x) the aggregate Repurchase Price (excluding Price Differential) and
(y) the product of (i) the Breakage Rate and (ii) a fraction, the numerator of
which is the Breakage Period and the denomination of which is 360. "Breakage
Rate" shall mean the applicable Pricing Rate minus the prevailing LIBOR.
"Breakage Period" shall mean the number of days from the date of prepayment to
and including the scheduled Repurchase Date. Notwithstanding anything herein to
the contrary, in the event that the Contracts that are the subject of a prepaid
Transaction are transferred or deposited to a depositor or sponsor of a
securitization underwritten or placed by Buyer, then Seller shall not be
obligated to pay Breakage Costs with respect to such Contracts.

                  30. EFFECTIVENESS. This Agreement shall become effective, as
of the Restatement Date, upon the satisfaction of all of the following
conditions:

                     (a) execution and delivery of the Agreement by all of the
                     parties thereto;

                     (b) payment by Seller of the amount described in Section
                     2(a) hereof;

                     (c) execution and delivery of (x) the Collateralization
                     Agreement, in form and substance satisfactory to Buyer, by
                     all of the parties thereto and (y) any UCC-1 financing
                     statements required by the Collateralization Agreement, in
                     form and substance satisfactory to Buyer, by Seller;

                     (d) execution and delivery of the Guaranty Agreement, in
                     form and substance satisfactory to Buyer, by Guarantor; and



                                       17
<PAGE>





                     (e) execution and delivery of amendments to the Custodial
                     Agreement, the REO Subsidiary Pledge Agreement and the
                     Servicing Letter Agreement, all as of the Restatement Date
                     and in form and substance satisfactory to Buyer, by all of
                     the parties thereto.

                  WILSHIRE FUNDING CORPORATION       CREDIT SUISSE FIRST BOSTON

                           MORTGAGE CAPITAL LLC

               By:____________________________    By:__________________________
               Name:                              Name:
               Title:                             Title:

               AGREED AS TO SECTIONS 17(a) AND 24 ONLY:

               WILSHIRE FINANCIAL SERVICES GROUP INC.

               By:_____________________________
               Name:
               Title:

                                       18