<PAGE>

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                DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT

                            ------------------------

                          DATED AS OF FEBRUARY 22, 2005

                            ------------------------

                                  BY AND AMONG

                   AMERICAN BUSINESS FINANCIAL SERVICES, INC.,
                       AS DEBTOR AND DEBTOR-IN-POSSESSION,

                           CERTAIN OF ITS AFFILIATES,
                      AS DEBTORS AND DEBTORS-IN-POSSESSION,

                            THE LENDERS PARTY HERETO,

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
                  AS ADMINISTRATIVE AGENT AND CO-LEAD ARRANGER,

                                       AND

                      THE CIT GROUP/BUSINESS CREDIT, INC.,
                    AS SYNDICATION AGENT AND CO-LEAD ARRANGER


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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

SECTION 1.     DEFINITIONS AND ACCOUNTING MATTERS..............................2

      1.01     CERTAIN DEFINED TERMS...........................................2

      1.02     ACCOUNTING TERMS AND DETERMINATIONS............................36

      1.03     UNIFORM COMMERCIAL CODE........................................36

      1.04     CONSTRUCTION...................................................36

SECTION 2.     ADVANCES, EVIDENCE OF DEBT AND PREPAYMENTS.....................37

      2.01     ADVANCES.......................................................37

      2.02     EVIDENCE OF DEBT...............................................38

      2.03     PROCEDURE FOR BORROWING........................................39

      2.04     LIMITATION ON TYPES OF ADVANCES; ILLEGALITY....................41

      2.05     REPAYMENT OF ADVANCES; INTEREST................................42

      2.06     MANDATORY PREPAYMENT...........................................42

      2.07     OPTIONAL PREPAYMENTS...........................................46

      2.08     REQUIREMENTS OF LAW............................................47

      2.09     PURPOSE OF ADVANCES............................................48

SECTION 3.     PAYMENTS; COMPUTATIONS; TAXES..................................48

      3.01     PAYMENTS.......................................................48

      3.02     SHARING OF PAYMENTS, ETC.......................................48

      3.03     APPORTIONMENT OF PAYMENTS......................................48

      3.04     COMPUTATIONS...................................................50

      3.05     JOINT AND SEVERAL LIABILITY OF BORROWERS.......................50

      3.06     U.S. TAXES.....................................................51

      3.07     FEES...........................................................52

SECTION 4.     COLLATERAL SECURITY AND ADMINISTRATIVE PRIORITY................53

      4.01     COLLATERAL; SECURITY INTEREST..................................53

      4.02     ADMINISTRATIVE PRIORITY........................................56

      4.03     GRANTS, RIGHTS AND REMEDIES....................................57

      4.04     NO FILINGS REQUIRED............................................57

      4.05     SURVIVAL.......................................................57

      4.06     CHANGES IN LOCATIONS, NAME, ETC................................58

<PAGE>

      4.07     AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT........................58

      4.08     PERFORMANCE BY THE AGENT OF BORROWER'S OBLIGATIONS.............59

      4.09     PROCEEDS.......................................................59

      4.10     REMEDIES.......................................................60

      4.11     LIMITATION ON DUTIES REGARDING PRESERVATION OF COLLATERAL......61

      4.12     POWERS COUPLED WITH AN INTEREST................................61

      4.13     RELEASE OF SECURITY INTEREST...................................61

SECTION 5.     CONDITIONS PRECEDENT...........................................62

      5.01     CONDITIONS PRECEDENT TO INITIAL ADVANCE........................62

      5.02     CONDITIONS PRECEDENT TO INITIAL AND SUBSEQUENT ADVANCES........65

      5.03     CONDITIONS SUBSEQUENT TO INITIAL ADVANCE.......................67

SECTION 6.     REPRESENTATIONS AND WARRANTIES.................................67

      6.01     EXISTENCE......................................................67

      6.02     FINANCIAL CONDITION............................................67

      6.03     LITIGATION.....................................................68

      6.04     NO BREACH......................................................68

      6.05     ACTION.........................................................68

      6.06     APPROVALS......................................................68

      6.07     MARGIN REGULATIONS.............................................69

      6.08     TAXES..........................................................69

      6.09     INVESTMENT COMPANY ACT.........................................69

      6.10     NO LEGAL BAR...................................................69

      6.11     NO DEFAULT.....................................................69

      6.12     COLLATERAL; COLLATERAL SECURITY; ADMINISTRATIVE PRIORITY.......69

      6.13     CHIEF EXECUTIVE/OPERATING OFFICES..............................70

      6.14     LOCATION OF BOOKS AND RECORDS..................................70

      6.15     TRUE AND COMPLETE DISCLOSURE...................................70

      6.16     ERISA..........................................................71

      6.17     NO AGENT OR LENDER LICENSES....................................71

      6.18     APPROVED MORTGAGE ORIGINATORS LICENSES.........................71

      6.19     NO BURDENSOME RESTRICTIONS.....................................71

      6.20     SUBSIDIARIES...................................................71

      6.21     ORIGINATION AND ACQUISITION OF MORTGAGE LOANS..................72

                                      (ii)
<PAGE>

      6.22     NO ADVERSE SELECTION...........................................72

      6.23     FRAUDULENT CONVEYANCE..........................................72

      6.24     ORDERS.........................................................72

      6.25     SERVICING REIMBURSEMENT RIGHTS.................................72

      6.26     COLLECTION ACCOUNTS AND ESCROW ACCOUNTS........................72

      6.27     WAREHOUSE TRUST TAX STATUS.....................................72

SECTION 7.        COVENANTS OF THE BORROWERS..................................73

      7.01     FINANCIAL STATEMENTS AND OTHER INFORMATION.....................73

      7.02     LITIGATION.....................................................75

      7.03     EXISTENCE, ETC.................................................75

      7.04     PROHIBITION OF FUNDAMENTAL CHANGES.............................76

      7.05     BORROWING BASE DEFICIENCY......................................76

      7.06     LIQUIDITY......................................................76

      7.07     SATISFACTION OF CONDITIONS PRECEDENT FOR THE FINAL ORDER.......76

      7.08     TRANSFER OF GREENWICH PRE-PETITION LOAN AGREEMENT COLLATERAL...76

      7.09     NOTICES........................................................76

      7.10     SERVICING......................................................77

      7.11     SERVICING REIMBURSEMENT RIGHTS.................................77

      7.12     UNDERWRITING GUIDELINES........................................78

      7.13     LINES OF BUSINESS..............................................78

      7.14     TRANSACTIONS WITH AFFILIATES...................................78

      7.15     USE OF PROCEEDS................................................78

      7.16     LIMITATION ON LIENS............................................79

      7.17     LIMITATION ON SALE OF ASSETS...................................79

      7.18     LIMITATION ON DISTRIBUTIONS....................................79

      7.19     RESTRICTED PAYMENTS............................................79

      7.20     LOANS, ADVANCES, INVESTMENTS, ETC..............................79

      7.21     ORDERS, ADMINISTRATIVE PRIORITY; LIEN PRIORITY;
               PAYMENT OF CLAIMS..............................................79

      7.22     INFORMATION FROM APPROVED MORTGAGE ORIGINATORS AND
               SERVICING TRANSMISSION.........................................80

      7.23     NO AMENDMENT OR WAIVER.........................................80

      7.24     MAINTENANCE OF PROPERTY; INSURANCE.............................80

      7.25     FURTHER IDENTIFICATION OF COLLATERAL...........................81

                                     (iii)
<PAGE>

      7.26     MORTGAGE LOAN DETERMINED TO BE DEFECTIVE.......................81

      7.27     INTEREST RATE PROTECTION AGREEMENTS............................81

      7.28     CERTIFICATE OF A RESPONSIBLE OFFICER OF THE BORROWERS..........81

      7.29     ALTERNATIVE COLLATERAL.........................................81

      7.30     ERISA..........................................................81

      7.31     HEDGING........................................................81

      7.32     OTHER INDEBTEDNESS.............................................81

      7.33     POOLING AND SERVICING AGREEMENTS...............................82

      7.34     NO WAIVER OF SERVICING REIMBURSEMENT RIGHTS....................82

      7.35     CASH FLOW......................................................82

      7.36     OPINIONS.......................................................82

      7.37     MORTGAGE LOAN ORIGINATIONS AND COMMITMENTS.....................82

      7.38     FUNDING OF COLLECTION ACCOUNTS AND ESCROW ACCOUNTS.............82

SECTION 8.     EVENTS OF DEFAULT..............................................83

SECTION 9.     REMEDIES UPON DEFAULT..........................................87

SECTION 10.    AGENT..........................................................88

      10.01    APPOINTMENT....................................................88

      10.02    NATURE OF DUTIES...............................................88

      10.03    RIGHTS, EXCULPATION, ETC.......................................90

      10.04    RELIANCE 90

      10.05    INDEMNIFICATION................................................91

      10.06    AGENT INDIVIDUALLY.............................................91

      10.07    SUCCESSOR AGENT................................................91

      10.08    COLLATERAL MATTERS.............................................92

      10.09    SYNDICATION AGENT AND CO-LEAD ARRANGERS........................93

SECTION 11.    MISCELLANEOUS..................................................93

      11.01    AMENDMENTS, ETC................................................93

      11.02    WAIVER   ......................................................94

      11.03    NOTICES. 95

      11.04    INDEMNIFICATION AND EXPENSES...................................95

      11.05    PAYMENT OF CLEARWING INDEMNIFICATION LIABILITIES...............97

      11.06    AMENDMENTS.....................................................97

      11.07    SUCCESSORS AND ASSIGNS.........................................97

                                      (iv)
<PAGE>

      11.08    SURVIVAL.......................................................97

      11.09    CAPTIONS.......................................................98

      11.10    COUNTERPARTS; TELEFACSIMILE EXECUTION..........................98

      11.11    LOAN AGREEMENT CONSTITUTES SECURITY AGREEMENT;
               GOVERNING LAW..................................................98

      11.12    CERTAIN WAIVERS; WAIVER OF JURY TRIAL..........................98

      11.13    ACKNOWLEDGMENTS................................................99

      11.14    NO PARTY DEEMED DRAFTER........................................99

      11.15    ABFS AS AGENT FOR BORROWERS....................................99

      11.16    HYPOTHECATION OR PLEDGE OF COLLATERAL..........................99

      11.17    ASSIGNMENTS; PARTICIPATIONS...................................100

      11.18    SERVICING.....................................................103

      11.19    PERIODIC DUE DILIGENCE REVIEW.................................104

      11.20    SET-OFF  .....................................................105

      11.21    ENTIRE AGREEMENT..............................................105

      11.22    RECORDS.......................................................105

      11.23    CONFIDENTIALITY...............................................105

      11.24    PUBLIC ANNOUNCEMENTS..........................................105

      11.25    RIGHT OF FIRST OFFER..........................................106

      11.26    MORTGAGE LOAN PURCHASE COMMITMENT.............................106


SCHEDULES

SCHEDULE A        Other Borrowers

SCHEDULE B        Lenders and Commitments

SCHEDULE C        Approved Underwriting Guidelines

SCHEDULE D        IOS

SCHEDULE E        Representations and Warranties re: Mortgage Loans

SCHEDULE F        Senior Claims

SCHEDULE G        Tranche D Borrowing Base Calculation

SCHEDULE H        Budget

                                      (v)
<PAGE>

SCHEDULE I        Securitization Trusts

SCHEDULE 5.03     Conditions Subsequent

SCHEDULE 6.01     Jurisdictions of Organization

SCHEDULE 6.03     Litigation

SCHEDULE 6.13     Chief Operating Office

SCHEDULE 6.18     Licensing

SCHEDULE 6.20     Subsidiaries

SCHEDULE 7.01(D)  Additional Reporting Requirements

SCHEDULE 7.16     Liens

SCHEDULE 7.20     Investments

SCHEDULE 7.32     Indebtedness

SCHEDULE 11.26    Mortgage Loan Purchase Commitment


EXHIBITS

EXHIBIT A         Interim Order

EXHIBIT B         Required Fields for Mortgage Loan Data Transmission

EXHIBIT C-1       Notice of Borrowing and Pledge

EXHIBIT C-2       Notice of Borrowing

EXHIBIT D         Required Fields for Servicing Transmission

EXHIBIT 11.17(C)  Form of Confidentiality Agreement


                                      (vi)
<PAGE>

                DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT

        THIS DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT (this "LOAN
AGREEMENT"), dated as of February 22, 2005, by and among American Business
Financial Services, Inc., as a debtor and a debtor-in-possession, a Delaware
corporation ("ABFS" or the "COMPANY"), the affiliates of ABFS listed on SCHEDULE
A hereto, each as a debtor and a debtor-in-possession (together with ABFS,
individually a "BORROWER" and collectively, the "BORROWERS"), the Lenders party
hereto and set forth on SCHEDULE B hereto (each individually a "LENDER" and
collectively, the "LENDERS"), Greenwich Capital Financial Products, Inc., a
Delaware corporation, as administrative agent for the Secured Parties (as
defined herein) (in such capacity, the "AGENT"), The CIT Group/Business Credit,
Inc., as syndication agent for the Lenders (in such capacity, the "SYNDICATION
AGENT"), Greenwich Capital Financial Products, Inc. and The CIT Group/Business
Credit, Inc., as co-lead arrangers for the Lenders (in such capacity, the
"CO-LEAD ARRANGERS"), and the other Secured Parties (as defined below).

                                    RECITALS

        On January 21, 2005, the Borrowers (other than ABFS Consolidated) and,
on January 24, 2005, ABFS Consolidated commenced cases (the "CHAPTER 11 CASES")
under Chapter 11 of Title 11 of the United States Code (the "BANKRUPTCY CODE")
in the United States Bankruptcy Court for the District of Delaware (the
"BANKRUPTCY Court"), and the Borrowers have retained possession of their assets
and are authorized under the Bankruptcy Code to continue the operation of their
businesses as debtors-in-possession.

        The Bankruptcy Court has authorized the joint administration of the
bankruptcy estate of each Borrower.

        On January 26, 2005, ABC (the "SELLER") and Greenwich Capital Financial
Products, Inc. ("GREENWICH") entered into a Repurchase Agreement (the
"REPURCHASE AGREEMENT") pursuant to which ABC transferred to Greenwich that
certain Class X Certificate, No. X-2 issued by ABFS Mortgage Loan Trust 2002-4
against Greenwich's payment to the Seller of $6,830,000 that was used as
follows: (a) $4,000,000 was used by the Seller solely to fund payroll and other
compensation expenses of the Borrowers, (b) $2,330,000 was used by the Seller to
prepay certain Clearwing Obligations (as hereinafter defined) and (c) $500,000
was used to pay a non-refundable repurchase fee to Greenwich (the "REPURCHASE
FEE").

        The Borrowers, the Lenders and the Agent wish to enter into an agreement
to provide a senior, secured, superpriority debtor-in-possession financing
facility of up to $500,000,000 (the "FACILITY") (of which only the amounts set
forth in SECTION 5.01(T) shall be available to the Borrowers prior to entry of
the Final Order) to the Borrowers, consisting of (a) a revolving credit facility
for the funding of newly-originated Mortgage Loans (the "TRANCHE A FACILITY"),
(b) a revolving credit facility for the funding of newly-originated Mortgage
Loans for which the Custodian has not yet received the required documents (the
"TRANCHE B FACILITY"), (c) a revolving credit facility for general corporate
purposes (the "TRANCHE C FACILITY"), (d) a term Servicing Reimbursement Rights
facility (the "Tranche D Facility) and (e) a term facility for the funding of
the repayment in part of the Clearwing Obligations (the "TRANCHE E FACILITY").

<PAGE>

        The Lenders have agreed, subject to the terms and conditions of this
Loan Agreement, to provide such financing to the Borrowers, with certain funds
of the Borrowers being used to repay any Advances made hereunder as more
particularly described herein.

        Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

        SECTION 1.     DEFINITIONS AND ACCOUNTING MATTERS.

        1.01    CERTAIN DEFINED TERMS. As used herein, the following terms shall
have the following meanings:

        "90 DAY ELIGIBLE MORTGAGE LOANS" shall have the meaning set forth in the
definition of the term "Sublimit Excess Loan."

        "120 DAY ELIGIBLE MORTGAGE LOANS" shall have the meaning set forth in
the definition of the term "Sublimit Excess Loan."

        "2003-1 TRUST AGREEMENT" means that certain Trust Agreement, dated as of
September 26, 2003, between ABFS Consolidated and the Approved Mortgage
Originators, as depositors, Wilmington Trust Company, as owner trustee, and the
Company, as indemnitor, whereby Trust 2003-1 was created, as amended and
restated by the Amended and Restated Trust Agreement dated as of October 14,
2003.

        "2003-2 COLLECTION ACCOUNT" means the Collection Account (as defined in
the Greenwich Pre-Petition Loan Agreement), such Collection Account to be
subject to the 2003-2 Control Agreement upon payment in full of the Greenwich
Pre-Petition Loan Agreement.

        "2003-2 CONTROL AGREEMENT" shall mean that certain control agreement
with respect to the 2003-2 Collection Account, in form and substance
satisfactory to the Agent, executed and delivered by the Borrowers, the Agent
and JPMorgan.

        "ABC" means American Business Credit, Inc., a Pennsylvania corporation
and a Borrower.

        "ABFS" shall have the meaning set forth in the recitals hereto.

        "ABFS CONSOLIDATED" means ABFS Consolidated Holdings, Inc., a Delaware
corporation and a Borrower.

        "ABFS MASTER SWEEP ACCOUNT" means that certain account number 103386976
of the Company maintained with JPMorgan.

        "ABFS MORTGAGE LOAN TRUST 2003-1" means that certain trust named ABFS
Mortgage Loan Trust 2003-1 pursuant to the Pooling and Servicing Agreement dated
as of March 1, 2003 (as amended) governing ABFS Mortgage Loan Trust 2003-1.

                                       2
<PAGE>

        "ABMS" means American Business Mortgage Services, Inc. fka New Jersey
Mortgage and Investment Corp., a New Jersey corporation and a Borrower.

        "ACCEPTED SERVICING PRACTICES" means, with respect to any Mortgage Loan,
accepted and prudent mortgage servicing practices (including practices regarding
reconciliation of bank accounts, processing of mortgage payments, processing of
disbursements for tax and insurance payments, maintenance of mortgage loan
records, performance of collection efforts including disposition of delinquent
loans, foreclosure activities and disposition of real estate owned and
performance of investor accounting and reporting processes) of prudent mortgage
lending institutions which service mortgage loans of the same type as such
Mortgage Loan in the jurisdiction where the related Mortgaged Property is
located and in a manner at least equal in quality to the servicing that ABC,
ABMS or HAC provided from the period of July 1, 2004 through December 31, 2004
to mortgage loans which it owned in its own respective servicing portfolio
during such period.

        "ADMINISTRATIVE BORROWER" shall have the meaning set forth in SECTION
11.15 hereof.

        "ADVANCE" means a Tranche A Advance, Tranche B Advance, Tranche C
Advance, Tranche D Advance or Tranche E Advance.

        "ADVANCE ACCOUNT" means, with respect to Tranche A Advances and Tranche
B Advances, the Advance Account (as defined in the Custodial Agreement) and,
with respect to Tranche C Advances, Tranche D Advances and Tranche E Advances,
that certain account number 103386976 of ABFS maintained with JPMorgan.

        "AFFILIATE" means, with respect to any Person, any other Person which
(i) directly or indirectly, controls, is controlled by, or is under common
control with, such Person, or (ii) is a depositor or indemnitor of such Person
(if such Person is a trust). For purposes of this definition, "control"
(together with the correlative meanings of "controlled by" and "under common
control with") means possession, directly or indirectly, of the power (a) to
vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the directors or managing general partners (or their
equivalent) of such Person, or (b) to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by contract, or otherwise.

        "AGED ADVANCE RATE" means (a) with respect to 90 Day Eligible Mortgage
Loans, 87.63% and (b) with respect to 120 Day Eligible Mortgage Loans, 72.16%.

        "AGENT" shall have the meaning set forth in the preamble hereto.

        "AGENT ADVANCES" shall have the meaning set forth in SECTION 10.08
hereof.

        "ALLOCATED AMOUNT" means $150,000,000 LESS, for each month after the
Closing Date, the lesser of (i) amounts paid by the Borrowers during such month
pursuant to clauses (D)(I), (D)(II), (D)(III), (D)(VI), (D)(VII)(A) and (H)(I)
through (H)(VI) of SECTION 2.06 and (ii) the amount that the Allocated Amount
would need to be reduced in order to have a Collateral

                                       3
<PAGE>

Coverage Ratio (as defined and calculated in accordance with the Orders), after
giving effect to such reduction, of not less than 1.5 to 1.0.

        "ALTA" means the American Land Title Association.

        "ANCILLARY FEES" means "Late Fees," "NSF Fees" and other ancillary
servicing fees to which any Borrower is entitled to reimbursement or collection
under the related Securitization Trust documents.

        "APPLICABLE COLLATERAL PERCENTAGE" means, with respect to an Eligible
Mortgage Loan, the following percentages of the unpaid principal balance
thereof, in each case reduced by any applicable Delinquency Adjustment:

                (a)     if the loan has a FICO score of 640 or greater, 97%;

                (b)     if the loan has a FICO score greater than 599 but less
                        than 640, 95%;

                (c)     if the loan has a FICO score greater than 549 but less
                        than 600, 93%;

                (d)     if the loan has a FICO score greater than 519 but less
                        than 550, 89%; and

                (e)     if the loan has a FICO score less than 520 or no FICO
                        score, 0%.

        For example, the Applicable Collateral Percentage for a Mortgage Loan
(1) with a FICO score of 550, and (2) that is 60 days delinquent (delinquent
with respect to a Monthly Payment on the date of the second scheduled related
Monthly Payment becoming due) and therefore subject to a Delinquency Adjustment,
shall be 73% (and such Mortgage Loan shall cease to be an Eligible Mortgage Loan
if it remains delinquent for another two months).

        "APPLICABLE MARGIN" means (a) with respect to Tranche A Advances, 4.00%
per annum, (b) with respect to Tranche B Advances, 6.00% per annum, (c) with
respect to Tranche C Advances, 8.50% per annum, (d) with respect to Tranche D
Advances, 8.50% per annum and (e) with respect to Tranche E Advances, 7.00% per
annum.

        "APPRAISED VALUE" means the value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the value of the
Mortgaged Property.

        "APPROVED MORTGAGE ORIGINATORS" means Participating Banks and mortgage
loan origination companies that are Borrowers and that are reasonably approved
by the Agent in writing from time to time. The initial Approved Mortgage
Originators are ABC, ABMS, HAC and the Participating Banks.

        "APPROVED MORTGAGE PURCHASERS" means purchasers of mortgage loans that
are Borrowers and that are reasonably approved by the Agent in writing from time
to time. The initial Approved Mortgage Purchasers are ABC, ABMS and HAC.

                                       4
<PAGE>

        "APPROVED PURCHASE AGREEMENTS" means those agreements reasonably
approved in writing by the Agent as an "Approved Purchase Agreement" hereunder.

        "APPROVED PURCHASE PROGRAM" means the Bank Alliance Program, the
Approved Third Party Purchase Program and such other programs as may hereafter
be reasonably approved in writing by the Agent as an "Approved Purchase Program"
hereunder.

        "APPROVED THIRD PARTY PURCHASE PROGRAM" means any program pursuant to
which an Approved Mortgage Purchaser purchases Mortgage Loans so long as the
loans subject to such program (a) meet Approved Underwriting Guidelines, (b) are
processed and underwritten by an Approved Mortgage Originator which is acting as
agent on behalf of a lender approved by the Agent in its reasonable discretion,
(c) are funded by such lender in anticipation of a post-closing sale to an
Approved Mortgage Purchaser, and (d) are purchased from such lender within 2
weeks of closing such loan.

        "APPROVED UNDERWRITING GUIDELINES" means the underwriting guidelines of
(a) Approved Mortgage Purchasers, or (b) Approved Mortgage Originators, in each
case as reasonably approved in writing by the Agent. The underwriting guidelines
attached as SCHEDULE C hereto have been approved by the Agent.

        "ASSIGNMENT OF MORTGAGE" means, with respect to any Mortgage, an
assignment of the Mortgage, notice of transfer or equivalent instrument in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the assignment and pledge of
the Mortgage.

        "ATTORNEY BAILEE LETTER" shall have the meaning assigned to such term in
the Custodial Agreement.

        "AVAILABILITY" means, as of any date of determination, the amount that
the Borrowers are entitled to borrow as Advances hereunder (after giving effect
to all then outstanding Advances, interest thereon, fees, and expenses and all
sublimits and reserves then applicable hereunder).

        "AVOIDANCE ACTIONS" means actions available to the bankruptcy estate of
the Borrowers in the Chapter 11 Cases pursuant to Sections 544, 545, 547, 548,
549, 550, 551, 553(b) or 724(a) of the Bankruptcy Code and the proceeds thereof.

        "BACK-UP SERVICER" means Countrywide Home Loans Servicing LP or any
other Person who is (a) party to the Servicing Agreement as a Back-Up Servicer
and (b) approved by the Agent as a Back-Up Servicer.

        "BANK ALLIANCE PROGRAM" means the Company's "Bank Alliance Program" so
long as the loans subject to such program (a) meet the Approved Underwriting
Guidelines, (b) are processed and underwritten by an Approved Mortgage
Originator which is acting as agent on behalf of a Participating Bank, (c) are
funded by a Participating Bank in anticipation of a post-closing sale to an
Approved Mortgage Originator, and (d) are purchased from a Participating Bank
within 2 weeks of closing such loan.

                                       5
<PAGE>

        "BANKRUPTCY CODE" shall have the meaning set forth in the recitals
hereto.

        "BANKRUPTCY COURT" shall have the meaning set forth in the recitals
hereto.

        "BEST'S" means Best's Key Rating Guide, as the same shall be amended
from time to time.

        "BORROWER" shall have the meaning set forth in the preamble hereto.

        "BORROWING BASE" shall mean the sum of the Tranche A Borrowing Base, the
Tranche B Borrowing Base, the Tranche C Borrowing Base, the Tranche D Borrowing
Base and the Tranche E Borrowing Base.

        "BORROWING BASE DEFICIENCY" shall have the meaning set forth in SECTION
2.06(A) hereof.

        "BUDGET" means the Borrowers' budget attached as SCHEDULE H hereto.

        "BUSINESS DAY" means any day other than (i) a Saturday or Sunday, (ii) a
day on which the New York Stock Exchange, the Federal Reserve Bank of New York,
the Custodian or banking and savings and loan institutions in the State of New
York, Connecticut or California or the City of New York or the city or state in
which the Custodian's offices are located are closed, or (iii) a day on which
trading in securities on the New York Stock Exchange or any other major
securities exchange in the United States is not conducted.

        "CAPITAL LEASE OBLIGATIONS" means, for any Person, all obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) Property to the extent such obligations are required
to be classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP, and, for purposes of this Loan Agreement, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.

        "CAPITAL STOCK" means (i) with respect to any Person that is a
corporation, any and all shares, securities, interests, participations or other
equivalents (however designated and whether or not voting) of corporate stock
and (ii) with respect to any Person that is not a corporation, any and all
partnership, limited liability company membership or other equity interests of
such Person.

        "CARVE-OUT" means (a) amounts payable pursuant to 28 U.S.C. ss.
1930(a)(6), and (b) allowed fees and expenses of attorneys, accountants and
other professionals retained by formal application in the Chapter 11 Cases
(other than ordinary course professionals in connection with the enforcement and
collection of Mortgage Loans) pursuant to Sections 327 and 1103 of the
Bankruptcy Code, but the amount entitled to priority under this clause (b)
("PRIORITY PROFESSIONAL EXPENSES") shall not exceed $1,500,000 outstanding and
unpaid in the aggregate at any time (inclusive of any holdbacks required by the
Bankruptcy Court and any amounts unbilled for services performed prior to a
Priority Triggering Event) (the "PROFESSIONAL EXPENSE CAP") regardless of
whether the fees or expenses are allowed and unpaid at the time of a Priority
Triggering Event or are incurred before or after such event; PROVIDED, HOWEVER,
THAT (A)

                                       6
<PAGE>

after the Agent has provided (by hand or facsimile) written notice to the
Administrative Borrower of the occurrence of an Event of Default hereunder or a
default (and expiration of any applicable cure period) by the Borrowers in any
of their obligations under the Orders (a "PRIORITY TRIGGERING EVENT"), any
payments actually made to such professionals after the occurrence and during the
continuance of such Event of Default or default, under Sections 330 and 331 of
the Bankruptcy Code or otherwise, shall reduce the Professional Expense Cap on a
dollar-for-dollar basis and (B) for the avoidance of doubt, any payment actually
made to such professionals prior to the notice described in subclause (A) above
may be retained by such professionals and not reduce the Professional Expense
Cap; and PROVIDED, FURTHER, THAT no portion of the Carve-Out shall be used to
challenge this Loan Agreement and the other Loan Documents (including the Liens
securing this Loan Agreement); PROVIDED, HOWEVER, that the foregoing proviso
shall not prevent any portion of the Carve-Out from being used to investigate
the Greenwich Pre-Petition Loan Agreement (including the Liens securing the
Greenwich Pre-Petition Loan Agreement) as may be permitted by the Bankruptcy
Code. The Professional Expense Cap shall not be reduced by the amount of any
unapplied retainers provided to professionals of the Borrowers.

        "CASH EQUIVALENTS" means (a) securities with maturities of 90 days or
less from the date of acquisition issued or fully guaranteed or insured by the
United States Government or any agency thereof, (b) certificates of deposit and
eurodollar time deposits with maturities of 90 days or less from the date of
acquisition and overnight bank deposits of any commercial bank having capital
and surplus in excess of $500,000,000, (c) repurchase obligations of any
commercial bank satisfying the requirements of clause (b) of this definition,
having a term of not more than seven days with respect to securities issued or
fully guaranteed or insured by the United States Government, (d) commercial
paper of a domestic issuer rated at least A-1 or the equivalent thereof by
Standard and Poor's Ratings Group ("S&P") or P-1 or the equivalent thereof by
Moody's Investors Service, Inc. ("MOODY'S") and in either case maturing within
90 days after the day of acquisition, (e) securities with maturities of 90 days
or less from the date of acquisition backed by standby letters of credit issued
by any commercial bank satisfying the requirements of clause (b) of this
definition, or (f) shares of money market mutual or similar funds which invest
exclusively in assets satisfying the requirements of clauses (a) through (e) of
this definition.

        "CHANGE OF CONTROL" means any one or more of the following: (a) the IOS
(other than the IOS pledged pursuant to the Non-Debtor Pledge Agreement) cease
to be 100% owned by the Borrowers, (b) any "person" or "group" (within the
meaning of SECTIONS 13(D) and 14(D) of the Securities Exchange Act of 1934),
other than the Permitted Holder, becomes the beneficial owner (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly,
of 10%, or more, of the outstanding Capital Stock of the Company having the
right to vote for the election of members of a board of directors, (c) the
Permitted Holder fails to own at least 20% of the outstanding Capital Stock of
the Company or (d) the Company fails to own, directly or indirectly, 100% of the
outstanding Capital Stock of the other Borrowers.

        "CHAPTER 11 CASES" shall have the meaning set forth in the recitals
hereto.

        "CHRYSALIS LOAN AGREEMENT" means that certain Master Loan and Security
Agreement, dated as of October 14, 2004, by and between Trust 2003-2 and
Chrysalis Warehouse Funding, LLC, as amended prior to the date hereof.

                                       7
<PAGE>

        "CIT" means The CIT Group/Business Credit, Inc.

        "CIT CREDIT" means $500,000.

        "CLEARING ACCOUNT RESERVE" means $919,282 as such amount may be reduced
from time to time by the Agent in its discretion.

        "CLEARWING" means Clearwing Capital, LLC, a Delaware limited liability
company.

        "CLEARWING CURRENT-PAY EXPENSE CAP" means, for any month, the lesser of
(a)(i) $100,000 PLUS (ii) the number of complete months that have elapsed since
February 1, 2005 TIMES $50,000 and (b) $500,000.

        "CLEARWING DEFERRED PAYOFF OBLIGATIONS" means the Clearwing Deferred
Payoff Obligations (as defined in the Clearwing Payoff Letter).

        "CLEARWING INDEMNIFICATION CLAIM LIABILITIES" shall have the meaning set
forth in SECTION 11.05 hereof.

        "CLEARWING INDEMNIFICATION EXPENSE LIABILITIES" shall have the meaning
set forth in SECTION 11.05 hereof.

        "CLEARWING INDEMNIFICATION LIABILITIES" shall have the meaning set forth
in SECTION 11.05 hereof.

        "CLEARWING INDEMNIFIED PARTIES" means Clearwing, Chrysalis Warehouse
Funding LLC and their respective lenders, members, Affiliates, sponsors,
managing directors, directors, together with their respective lenders, officers,
employees, agents, advisors, attorneys, and other representatives.

        "CLEARWING OBLIGATIONS" means Obligations (as defined in the Clearwing
Pledge and Security Agreement).

        "CLEARWING PAYOFF LETTER" means that certain letter regarding the
repayment of the Clearwing Obligations.

        "CLEARWING PLEDGE AND SECURITY AGREEMENT" means the Pledge and Security
Agreement, dated as of October 14, 2003, between Trust 2003-1 and Clearwing, as
amended prior to the date hereof.

        "CLEARWING TRANSACTION DOCUMENTS" means (a) the Chrysalis Loan Agreement
and the Loan Documents as defined therein; (b) that certain Trust Agreement,
dated as of October 14, 2003, by and among Wilmington Trust Company as trustee
for ABFS Warehouse Trust 2003-2, a Delaware statutory trust, and the Depositors
party thereto; (c) the 2003-1 Trust Agreement and the Basic Documents (as
defined in the 2003-1 Trust Agreement); (d) that certain ABFS Warehouse Trust
2003-1 Trust Certificate No. P-1; and (e) that certain Fee Letter, dated as

                                       8
<PAGE>

of October 14, 2003, by and among Trust 2003-1 and Clearwing, as amended from
time to time thereafter.

        "CLOSING DATE" means the date on which the Agent sends the
Administrative Borrower a written notice that each of the conditions precedent
set forth in SECTION 5.01 either has been satisfied or has been waived.

        "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

        "CO-LEAD ARRANGERS" shall have the meaning set forth in the preamble
hereto.

        "COLLATERAL" means, subject to the limitations set forth in the Orders
(including, without limitation, paragraphs d.i, d.ii and d.iii, paragraph XIII,
paragraphs 17.a.v through 17.a.vii and paragraphs 51.b and 51.c of the Interim
Order), all of each Borrower's now owned or hereafter acquired right, title and
interest in and to each of the following (including, without limitation, all
Property of the estate of each Borrower (within the meaning of the Bankruptcy
Code) other than Avoidance Actions and the Excluded Collateral (as defined in
the Security Agreement)):

        (a)     Accounts;

        (b)     Books;

        (c)     Chattel Paper (whether tangible or electronic);

        (d)     Commercial Tort Claims;

        (e)     Deposit Accounts (including the IOS Account, the Mortgage
Collection Account, the Servicing Reimbursement Account and the other Control
Accounts);

        (f)     Documents;

        (g)     Equipment;

        (h)     Fixtures;

        (i)     General Intangibles and Payment Intangibles (including all
Servicing Reimbursement Rights, the Servicing Rights, all causes of action under
the Bankruptcy Code or otherwise, other than Avoidance Actions, and all rights
of the Borrowers under any Servicing Agreement, the Custodial Agreement or any
other document);

        (j)     Goods;

        (k)     Instruments;

        (l)     all Interest Rate Protection Agreements;

        (m)     Intellectual Property;

                                       9
<PAGE>

        (n)     Inventory;

        (o)     Investment Property;

        (p)     Letter-of-Credit Rights;

        (q)     all Mortgage Loans;

        (r)     all Mortgage Loan Documents, including without limitation all
promissory notes, and all Servicing Records (as defined in SECTION 11.18(B)
hereof), and any other collateral pledged or otherwise relating to such Mortgage
Loans, together with all files, material documents, instruments, surveys (if
available), certificates, correspondence, appraisals, computer records, computer
storage media, Mortgage Loan accounting records and other books and records
relating thereto;

        (s)     all mortgage guaranties and insurance (issued by governmental
agencies or otherwise) and any mortgage insurance certificate or other document
evidencing such mortgage guaranties or insurance relating to any Mortgage Loans
and all claims and payments thereunder;

        (t)     all other insurance policies and Insurance Proceeds relating to
any Mortgage Loans or the related Mortgaged Property;

        (u)     Negotiable Collateral;

        (v)     all IOS;

        (w)     Supporting Obligations;

        (x)     money or other assets of each such Borrower that now or
hereafter come into the possession, custody, or control of any Lender;

        (y)     all interests in real property owned by any Borrower or
collateralizing any Mortgage Loan;

        (z)     all other Personal Property of the Borrowers, wherever located
and whether now or hereafter existing, and whether now owned or hereafter
acquired, of every kind and description, whether tangible or intangible; and

        Proceeds, products, rents and profits, whether tangible or intangible,
of any of the foregoing, including proceeds of insurance covering any or all of
the foregoing, and any and all tangible or intangible property resulting from
the sale, exchange, collection, or other disposition of any of the foregoing, or
any portion thereof or interest therein, and the Proceeds thereof.

        "COLLATERALIZED SUB-DEBT INDENTURES" means the indentures entered into
as of December 31, 2003 and as of June 30, 2004, by and between the Company and
U.S. Bank National Association, a national banking association, as trustee.

                                       10
<PAGE>

        "COLLATERALIZED SUB-DEBT SHARED COLLATERAL" means the IOS.

        "COLLATERAL VALUE" means with respect to each Eligible Mortgage Loan,
the lesser of:

        (a)     the greater of (i) the whole loan resale market price thereof
(as reasonably determined by the Agent based upon recent sales after the Filing
Date to third parties of comparable Mortgage Loans under market conditions
reasonably equivalent to prevailing market conditions) LESS 6% of the unpaid
principal balance thereof (but in any event not to exceed 97% of the unpaid
principal balance thereof) and (ii) the Applicable Collateral Percentage
multiplied by the unpaid principal balance thereof; and

        (b)     (i) the Market Value of such Eligible Mortgage Loan, LESS (ii)
an amount equal to the unpaid principal balance of such loan MULTIPLIED BY 3.0%;

MULTIPLIED BY, if applicable, the Aged Advance Rate; PROVIDED, THAT, the
Collateral Value shall be deemed to be zero with respect to each Mortgage Loan
that either is not an Eligible Mortgage Loan or:

        (1)     which has been released from the possession of the Custodian
                under SECTION 5(A) of the Custodial Agreement to a Borrower or
                its bailee for a period in excess of ten (10) calendar days (or
                if such tenth day is not a Business Day, the next succeeding
                Business Day);

        (2)     which has been released from the possession of the Custodian (i)
                under SECTION 5(B) of the Custodial Agreement under any
                Transmittal Letter in excess of the time period stated in such
                Transmittal Letter for release, or (ii) under SECTION 5(C) of
                the Custodial Agreement under an Attorney Bailee Letter, from
                and after the date such Attorney's Bailee Letter is terminated
                or ceases to be in full force and effect;

        (3)     in respect of which the related Mortgagor is the subject of a
                bankruptcy proceeding;

        (4)     if the Mortgagor has not made its first Monthly Payment on the
                related Mortgage Loan prior to the next succeeding Monthly
                Payment coming due;

        (5)     which is an REO Property;

        (6)     which is greater than 120 days delinquent;

        (7)     which is delinquent at the time the applicable Mortgage Loan is
                first funded under this Loan Agreement; or

        (8)     which was not originated by an Approved Mortgage Originator in
                accordance with the Approved Underwriting Guidelines or acquired
                by an

                                       11
<PAGE>

                Approved Mortgage Purchaser pursuant to an Approved Purchase
                Program.

        The Lenders will cooperate with the Borrowers to identify Eligible
Mortgage Loan subcategories which the Borrowers consistently sell at prices
above 103% of the par loan amount and have favorable underwriting and
performance characteristics with the intention of increasing the advance rate
for such Eligible Mortgage Loans by 1%.

        In addition, if the Borrowers consistently sell Eligible Mortgage Loans
of all major subcategories (originated post-petition) at prices not materially
less than the pre-petition prices obtained from third party purchasers of
similar Eligible Mortgage Loans, the Lenders will in good faith consider an
increase in the advance rate for Eligible Mortgage Loans by 1%.

        "COMBINED LTV OR CLTV" means with respect to any Mortgage Loan, the
ratio of (i) the original outstanding principal amount of such Mortgage Loan and
any other senior mortgage loan which is secured by a lien on the related
Mortgaged Property to (ii) the lesser of (a) the Appraised Value of the
Mortgaged Property at origination or (b) if the Mortgaged Property was purchased
within 6 months of the origination of the Mortgage Loan, the purchase price of
the Mortgaged Property PLUS any documented capital improvements made during such
6 month period.

        "COMMITMENT" means a Tranche A Commitment, Tranche B Commitment, Tranche
C Commitment, Tranche D Commitment or Tranche E Commitment.

        "COMMITTEE" means the Official Committee of Unsecured Creditors for the
Borrowers appointed on February 2, 2005 pursuant to Section 1102(a) of the
Bankruptcy Code by the United States Trustee, as the membership of such
committee is from time to time constituted and reconstituted.

        "COMPANY" shall have the meaning set forth in the recitals hereto.

        "CONSENT LETTERS" means, collectively, (a) those certain Consent
Agreements among each Specified Monoline, the Agent on behalf of the Lenders and
the Borrowers, each of which shall be in the form of Exhibit C to the Interim
Order and (b) that certain Consent Agreement among Radian Asset Assurance Inc.,
the Agent on behalf of the Lenders and the Borrowers, in the form of Exhibit C-1
to the Interim Order.

        "CONTRACTUAL OBLIGATION" means as to any Person, any material provision
of any agreement, instrument or other undertaking to which such Person is a
party or by which it or any of its property is bound or any material provision
of any security issued by such Person.

        "CONTROL ACCOUNT" means (a) an account subject to a Control Agreement or
(b) the IOS Account.

        "CONTROL ACCOUNT PARTY" means the applicable securities intermediary
with respect to a securities account or bank with respect to a deposit account.

                                       12
<PAGE>

        "CONTROL AGREEMENTS" means, as applicable, the 2003-2 Control Agreement
(upon execution thereof), the Mortgage Collection Account Control Agreement, the
Servicing Reimbursement Account Control Agreement and any other control
agreement, in form and substance reasonably satisfactory to the Agent, executed
and delivered by a Borrower, the Agent and the Control Account Party in
accordance with the terms hereof.

        "CUSTODIAL AGREEMENT" means the Custodial Agreement, dated as of the
date hereof, among the Borrowers, the Custodian, the Servicer and the Agent, in
form and substance satisfactory to the Agent.

        "CUSTODIAN" means J.P. Morgan Trust Company, N.A., a national banking
association, and its successors and permitted assigns.

        "CUSTODIAN LOAN TRANSMISSION" shall have the meaning set forth in the
Custodial Agreement.

        "DEFAULT" means an Event of Default or an event that with notice or
lapse of time or both would become an Event of Default.

        "DELINQUENCY ADJUSTMENT" means,

        (i)     for a Mortgage Loan that is 30 or more, but less than 60, days
delinquent, 10% (ten percentage points);

        (ii)    for a Mortgage Loan that is 60 or more, but less than 90, days
delinquent, 20% (twenty percentage points); and

        (iii)   for a Mortgage Loan that is 90 or more, but less than 120, days
delinquent, 25% (twenty-five percentage points).

        "DISPOSITION" means any transaction, or series of related transactions,
pursuant to which any Borrower or any of its Subsidiaries sells, assigns,
transfers or otherwise disposes of any Property or assets (whether now owned or
hereafter acquired) to any other Person, in each case whether or not the
consideration therefor consists of cash, securities or other assets owned by the
acquiring Person.

        "DOLLARS" and "$" means lawful money of the United States of America.

        "DUE DATE" means the day of the month on which the Monthly Payment is
due on a Mortgage Loan, exclusive of any grace period.

        "ELECTRONIC AGENT" means MERSCORP, INC., a corporation organized and
existing under the laws of the State of Delaware.

        "ELIGIBLE MORTGAGE LOAN" means a Mortgage Loan owned by a Borrower and
either originated by an Approved Mortgage Originator in accordance with Approved
Underwriting Guidelines or acquired by an Approved Mortgage Purchaser pursuant
to an Approved Purchase Program and acquired pursuant to an Approved Purchase
Agreement, which

                                       13
<PAGE>

is reasonably deemed eligible for inclusion by the Agent in the calculation of
the Tranche A Borrowing Base. Without limiting the foregoing, no Mortgage Loan
shall be an Eligible Mortgage Loan unless it meets each of the criteria set
forth in the immediately preceding sentence and, in addition, each of the
following criteria:

                (i)     the Mortgage Loan is secured by a first or second
        mortgage lien (as reflected on the Mortgage Loan Data Transmission) on a
        one- to four-family residential property;

                (ii)    the Mortgage Loan, when combined with all other Eligible
        Mortgage Loans and Wet-Ink Mortgage Loans, is not a Sublimit Excess
        Loan;

                (iii)   the Mortgage Loan complies with each of the
        representations and warranties respecting Mortgage Loans made in SECTION
        6.12, SECTION 6.21, SCHEDULE E or any other section, schedule, or
        exhibit of this Loan Agreement, and in the other Loan Documents;

                (iv)    the Mortgage Loan was originated or acquired by an
        Approved Mortgage Originator or acquired under an Approved Purchase
        Program on or after the Closing Date in accordance with Approved
        Underwriting Guidelines;

                (v)     it is a Mortgage Loan for which the Agent or its
        designee or the Custodian is in possession of all required Mortgage Loan
        Documents without Exceptions unless otherwise waived in writing by the
        Agent;

                (vi)    the Mortgage Loan is less than 120 days delinquent;

                (vii)   the Mortgage Loan is not a "high cost," "covered," or
        "business purpose" loan, except as specifically approved by the Agent
        from time to time;

                (viii)  the Mortgage Loan has not been selected for conveyance
        to a borrower in a manner adverse to a Borrower, the Agent or any
        Lender;

                (ix)    the Mortgage Loan is eligible for sale by an Approved
        Mortgage Originator to an unaffiliated third party pursuant to an
        established whole loan purchase agreement;

                (x)     the Mortgage Loan is not delinquent at the time the
        applicable Mortgage Loan becomes subject to this Loan Agreement; and

                (xi)    the applicable Borrower owns such Mortgage Loan and has
        authority to pledge such Mortgage Loan to the Agent.

        "ELIGIBLE MORTGAGE PERMITTED LIENS" means (i) the lien of current real
property taxes and assessments which are not due and payable, (ii) with respect
to any Mortgage Loan identified on the Mortgage Loan Schedule as secured by a
second lien, the related first mortgage loan, (iii) covenants, conditions and
restrictions, rights of way, easements and other matters of public record as of
the date of recording of such Mortgage, such exceptions appearing of record

                                       14
<PAGE>

being acceptable to mortgage lending institutions generally in the area wherein
the property subject to the Mortgage is located or specifically reflected in the
appraisal obtained in connection with the origination of the related Mortgage
Loan, and (iv) other matters to which like properties are commonly subject which
do not materially interfere with the benefits of the security intended to be
provided by such Mortgage, or materially impact the value or utility of any
Mortgaged Property.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

        "ERISA AFFILIATE" means any corporation or trade or business that is a
member of any group of organizations (i) described in SECTION 414(B) or (C) of
the Code of which any Borrower is a member and (ii) solely for purposes of
potential liability under SECTION 302(C)(11) of ERISA and SECTION 412(C)(11) of
the Code and the lien created under SECTION 302(F) of ERISA and SECTION 412(N)
of the Code, described in SECTION 414(M) or (O) of the Code of which any
Borrower is a member.

        "ESCROW ACCOUNT" means the "Escrow Account" as that term is defined in
the Servicing Agreement.

        "EVENT OF DEFAULT" shall have the meaning set forth in SECTION 8 hereof.

        "EXCEPTION" shall have the meaning set forth in the Custodial Agreement.

        "EXCEPTION REPORT" means the exception report prepared by the Custodian
pursuant to the Custodial Agreement.

        "EXCLUDED TAXES" means, with respect to the Agent, a Lender, a
Participant and its Tax Related Persons, only the following Taxes: (a) income,
franchise Taxes (imposed in lieu of net income Taxes) or similar Taxes imposed
on (or measured by) the net income of such Person by the jurisdiction under the
laws of which such Person is organized, in which its principal or applicable
lending office is located or in which it is otherwise doing business (other than
a jurisdiction in which such Person is treated as doing business as a result of
its execution, delivery of any Loan Document or its exercise of its rights or
performance of its obligations thereunder or otherwise as a result of its
participation (or the participation of an entity in which it owns a beneficial
interest) in the transactions contemplated by this Loan Agreement); (b)
withholding Taxes imposed by the United States of America on payments to such
Person, other than as a result of a change in applicable law occurring after (i)
the date that such Person became a party to this Agreement, or (ii) with respect
to an assignment, participation, acquisition, designation of a new applicable
lending office or the appointment of a successor Agent, the effective date of
such assignment, participation, acquisition, designation or appointment, except,
in each case, to the extent and at the rate that such Person's predecessor was
entitled to such amounts (or in the case of a designation of a new applicable
lending office, to the extent such Person was entitled to such amounts with
respect to its prior applicable lending office); and (c) Taxes that would not
have been imposed but for and solely as a result of the failure of such Person
to comply with its obligations under SECTION 3.06(e).

        "FACILITY FEE" shall have the meaning set forth in SECTION 3.07(A).

                                       15
<PAGE>

        "FAMILY MEMBER" means, with respect to any individual, any other
individual having a relationship by blood (to the second degree of
consanguinity), marriage, or adoption to such individual.

        "FANNIE MAE" means Fannie Mae, or any successor thereto.

        "FEDERAL FUNDS RATE" means, for any day, the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for the day of such transactions received by the Agent from three
primary dealers (other than an affiliate of the Agent).

        "FICO SCORE" means a statistical credit score published by Fair Isaac
Corporation (or any comparable company that is acceptable to the Agent) obtained
by a mortgage lender in connection with a loan application to help assess a
prospective borrower's creditworthiness as of the time the score is obtained.

        "FILING DATE" means January 21, 2005 or, with respect to ABFS
Consolidated, January 24, 2005.

        "FINAL ORDER" means the order of the Bankruptcy Court in substantially
the form of the Interim Order (with only such modifications thereto as are
satisfactory in form and substance to the Agent), as the same may be amended,
modified or supplemented from time to time with the express written joinder or
consent of the Agent, the Lenders and the Borrowers, approving the Advances made
and to be made to the Borrowers in accordance with this Loan Agreement and
granting the Liens contemplated hereby.

        "FINAL SERVICING TRANSFER" means a transfer by the Borrowers of all
servicing, other than with respect to ABFS Mortgage Loan Trust 2003-1, to a
Successor Servicer (as defined in the Consent Letters) on or before May 1, 2005
in accordance with the Consent Letters.

        "FREDDIE MAC" means Freddie Mac, or any successor thereto.

        "FUNDING DATE" means the date on which an Advance is made hereunder.

        "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America.

        "GOVERNMENTAL AUTHORITY" means any nation or government, any state or
other political subdivision, agency or instrumentality thereof, any entity
exercising executive, legislative, judicial, regulatory, taxing or
administrative functions of or pertaining to government and any court or
arbitrator having jurisdiction over any Borrower or any of its Subsidiaries or
properties.

        "GREENWICH" means Greenwich Capital Financial Products, Inc., a Delaware
corporation.

                                       16
<PAGE>

        "GREENWICH PRE-PETITION LOAN AGREEMENT" means the Chrysalis Loan
Agreement, as amended by that certain Standstill Agreement and Amendment to the
Master Loan and Security Agreement, dated as of the date hereof.

        "GREENWICH PRE-PETITION SERVICING AGREEMENT" means the Servicing
Agreement (as defined in the Greenwich Pre-Petition Loan Agreement).

        "GUARANTEE" means, as to any Person, any obligation of such Person
directly or indirectly guaranteeing any Indebtedness of any other Person or in
any manner providing for the payment of any Indebtedness of any other Person or
otherwise protecting the holder of such Indebtedness against loss (whether by
virtue of partnership arrangements, by agreement to keep-well, to purchase
assets, goods, securities or services, or to take-or-pay or otherwise), provided
that the term "Guarantee" shall not include (i) endorsements for collection or
deposit in the ordinary course of business, or (ii) obligations to make
servicing advances for delinquent taxes and insurance, or other obligations in
respect of any mortgaged property, to the extent acceptable to the Agent. The
amount of any Guarantee of a Person shall be deemed to be an amount equal to the
stated or determinable amount of the primary obligation in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by such Person in good
faith. The terms "GUARANTEE" and "GUARANTEED" used as verbs shall have
correlative meanings.

        "HAC" means HomeAmerican Credit, Inc., a Pennsylvania corporation and a
Borrower.

        "INDEBTEDNESS" means, for any Person: (a) obligations created, issued or
incurred by such Person for borrowed money (whether by loan, the issuance and
sale of debt securities or the sale of Property to another Person subject to an
understanding or agreement, contingent or otherwise, to repurchase such Property
from such Person); (b) obligations of such Person to pay the deferred purchase
or acquisition price of Property or services, other than trade accounts payable
(other than for borrowed money) arising, and accrued expenses incurred, in the
ordinary course of business so long as such trade accounts payable are payable
within 90 days of the date the respective goods are delivered or the respective
services are rendered; (c) indebtedness of others secured by a Lien on the
Property of such Person, whether or not the respective indebtedness so secured
has been assumed by such Person; (d) obligations (contingent or otherwise) of
such Person in respect of letters of credit or similar instruments issued or
accepted by banks and other financial institutions for account of such Person;
(e) Capital Lease Obligations of such Person; (f) obligations of such Person
under repurchase agreements or like arrangements; (g) indebtedness of others
Guaranteed by such Person; (h) all obligations of such Person incurred in
connection with the acquisition or carrying of fixed assets by such Person; (i)
indebtedness of general partnerships of which such Person is a general partner;
and (j) any other indebtedness of such Person authorized by a note, bond,
debenture or similar instrument.

        "INDEMNIFIED LIABILITIES" has the meaning set forth in SECTION 11.04.

        "INDEMNIFIED PARTY" has the meaning set forth in SECTION 11.04.

        "INDEMNIFIED TAXES" means all Taxes other than Excluded Taxes.

                                       17
<PAGE>

        "INSOLVENCY PROCEEDING" means any proceeding commenced by or against any
Person under any provision of the Bankruptcy Code or under any other state or
federal bankruptcy or insolvency law, assignments for the benefit of creditors,
formal or informal moratoria, compositions, extensions generally with creditors,
or proceedings seeking reorganization, arrangement, or other similar relief.

        "INSURANCE PROCEEDS" means with respect to each Mortgage Loan, proceeds
of insurance policies insuring the Mortgage Loan or the related Mortgaged
Property.

        "INTEREST PERIOD" means, with respect to any Advance, (i) initially, the
period commencing on the Funding Date with respect to such Advance and ending on
the calendar day prior to the next succeeding Payment Date, and (ii) thereafter,
each period commencing on the Payment Date of a month and ending on the calendar
day prior to the Payment Date of the next succeeding month. Notwithstanding the
foregoing, no Interest Period may end after the Termination Date.

        "INTEREST RATE PROTECTION AGREEMENT" means with respect to any or all of
the Mortgage Loans or Advances, any interest rate swap, cap or collar agreement
or any other applicable hedging arrangements providing for protection against
fluctuations in interest rates or the exchange of nominal interest obligations,
either generally or under specific contingencies relating to the Mortgage Loans
or Advances.

        "INTEREST RATE PROTECTION STRATEGY" means the applicable Person's
strategy for entering into Interest Rate Protection Agreements, which strategy
and the financial institutions party to the Interest Rate Protection Agreements
are acceptable to the Agent.

        "INTERIM ORDER" means the order of the Bankruptcy Court, in the form of
EXHIBIT A hereto, as the same may be amended, modified or supplemented from time
to time with the express written joinder or consent of the Agent, the Lenders
and the Borrowers, approving the Advances made and to be made to the Borrowers
in accordance with this Loan Agreement and granting the Liens contemplated
hereby.

        "IOS" means the "interest only strips" and other assets listed on
SCHEDULE D hereto and all rights and interests related thereto.

        "IOS ACCOUNT" means that certain account of the Agent maintained with
JPMorgan.

        "JPMORGAN" means JPMorgan Chase Bank, N.A., a national banking
association.

        "LENDER" shall have the meaning set forth in the preamble hereto.

        "LENDER EXPENSES" means all (a) costs or expenses (including taxes, and
insurance premiums) required to be paid by any Borrower under any of the Loan
Documents that are paid, advanced, or incurred by the Agent, any Lender or any
Lender-Related Party, (b) reasonable fees or charges paid or incurred by any
Lender-Related Party in connection with the Agent's or any Lender's transactions
with the Borrowers under the Loan Documents, including, fees or charges for
photocopying, notarization, couriers and messengers,

                                       18
<PAGE>

telecommunication, public record searches (including tax lien, litigation, and
Uniform Commercial Code searches and including searches with the patent and
trademark office, the copyright office, or the department of motor vehicles),
filing, recording, publication, appraisal (including periodic collateral
appraisals or business valuations to the extent of the fees and charges (and up
to the amount of any limitation) contained in this Loan Agreement), real estate
surveys, real estate title policies and endorsements, and environmental audits,
(c) out-of-pocket costs and expenses incurred by the Agent or any Lender in the
disbursement of funds to the Borrowers (by wire transfer or otherwise), (d)
out-of-pocket charges paid or incurred by any Lender-Related Party resulting
from the dishonor of checks payable by or to any Borrower, (e) reasonable
out-of-pocket costs and expenses paid or incurred by any Lender-Related Party to
correct any default or enforce any provision of the Loan Documents, or in
monitoring, gaining possession of, maintaining, handling, preserving, storing,
shipping, selling, preparing for sale, or advertising to sell the Collateral, or
any portion thereof, irrespective of whether a sale is consummated, (f)
reasonable audit fees and expenses of Lender-Related Parties related to audit
examinations of the Collateral, (g) reasonable out-of-pocket costs and expenses
of third party claims or any other suit paid or incurred by any Lender-Related
Party in enforcing or defending the Loan Documents or in connection with the
transactions contemplated by the Loan Documents or the Agent or any Lender's
relationship with any Borrower or any of its Affiliates, (h) reasonable
out-of-pocket costs and expenses (including attorneys fees) incurred by the
Lender-Related Parties in advising, structuring, drafting, documenting,
executing, reviewing, administering, syndicating, or amending the Loan
Documents, and (i) reasonable costs and expenses (including attorneys,
accountants, consultants, and other advisors fees and expenses) incurred in
terminating, enforcing (including attorneys, accountants, consultants, and other
advisors fees and expenses incurred in connection with a "workout," a
"restructuring," or an Insolvency Proceeding concerning any Borrower or any of
its Subsidiaries or in exercising rights or remedies under the Loan Documents),
or defending the Loan Documents, irrespective of whether suit is brought, or in
taking or exercising any remedies concerning the Collateral.

        "LENDER-RELATED PARTY" means the Agent, the Lenders and each of the
Agent's or any Lender's lenders, members, Affiliates, sponsors, managing
directors, directors, together with its lenders, officers, employees, agents,
advisors, attorneys, and other representatives.

        "LENDING VALUE" means, with respect to the IOS, the value determined by
the Agent reasonably and in good faith for purposes of collateralizing a loan
and assumes all of the IOS are sold to a single buyer under circumstances in
which the seller is in default under a collateralized loan agreement, the buyer
is not able to conduct customary levels of due diligence and the servicing of
the underlying mortgage loans will be moved to a third party servicer without an
economic interest in the IOS. The Agent's determination of Lending Value does
not purport to be and shall not be deemed to be a determination of fair market
value.

        "LIBO BASE RATE" means with respect to each day an Advance is
outstanding (or if such day is not a Business Day, the next succeeding Business
Day), the rate per annum equal to the rate published by Bloomberg or if such
rate is not available, the rate appearing at page 3750 of the Telerate Screen as
one-month LIBOR on such date, and if such rate shall not be so quoted, the rate
per annum at which the Agent is offered Dollar deposits at or about 11:00 A.M.,
eastern time, on such date by prime banks in the interbank eurodollar market
where the eurodollar and foreign currency and exchange operations in respect of
its Advances are then

                                       19
<PAGE>

being conducted for delivery on such day for a period of one month and in an
amount comparable to the amount of the Advances to be outstanding on such day.

        "LIBO RATE" means with respect to each Interest Period pertaining to an
Advance, a rate per annum (reset on a monthly basis) determined by the Agent in
its sole discretion in accordance with the following formula (rounded upwards to
the nearest l/100th of one percent), which rate as determined by the Agent shall
be conclusive absent manifest error by the Agent:

                                 LIBO Base Rate
                   -------------------------------------------
                        1.00 - LIBO Reserve Requirements

        The LIBO Rate shall be calculated each Funding Date and Payment Date
commencing with the first Funding Date.

        "LIBO RESERVE REQUIREMENTS" means for any Interest Period for any
Advance, the aggregate (without duplication) of the rates (expressed as a
decimal fraction) of any reserve requirements applicable to any Lender or any
Lender-Related Party in effect on such day (including, without limitation,
basic, supplemental, marginal and emergency reserves under any regulations of
the Board of Governors of the Federal Reserve System or other Governmental
Authority having jurisdiction with respect thereto), dealing with reserve
requirements prescribed for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of such Board) maintained by a member
bank of such Governmental Authority. As of the Closing Date, the LIBO Reserve
Requirements shall be deemed to be zero.

        "LIEN" means any mortgage, lien, pledge, charge, security interest or
similar encumbrance.

        "LOAN ACCOUNT" means the account on the Lender's books in the name of
the Borrower.

        "LOAN DOCUMENTS" means, collectively, the Consent Letters, the Control
Agreements, the Custodial Agreement, this Loan Agreement, the Orders, the
Participating Bank Letter Agreement, the Pledge Agreement, the Security
Agreement, the Servicing Agreement, any note or notes executed by the Borrowers
in connection with this Loan Agreement and payable to any Lender, and any other
agreement entered into, now or in the future, by any Borrower and the Agent or
any Lender in connection with this Loan Agreement.

        "LOAN SALE OBLIGATIONS" means all obligations of the Borrowers arising
with respect to Mortgage Loans sold by the Borrowers to any Lender-Related Party
pursuant to SECTION 11.26 hereof.

        "LOAN-TO-VALUE RATIO" or "LTV" means with respect to any Mortgage Loan,
the ratio of the original principal amount of the Mortgage Loan to the lesser of
(a) the Appraised Value of the Mortgaged Property at origination and (b) if the
Mortgaged Property was purchased within 6 months of the origination of the
Mortgage Loan, the purchase price of the Mortgaged Property PLUS any documented
capital improvements made during such 6 month period.

                                       20
<PAGE>

        "MAJORITY TRANCHE A LENDERS" means Tranche A Lenders whose Pro Rata
Shares, taken in the aggregate, represent at least 51% of the Tranche A
Commitments.

        "MAJORITY TRANCHE B LENDERS" means Tranche B Lenders whose Pro Rata
Shares, taken in the aggregate, represent at least 51% of the Tranche B
Commitments.

        "MAJORITY TRANCHE C LENDERS" means Tranche C Lenders whose Pro Rata
Shares, taken in the aggregate, represent at least 51% of the Tranche C
Commitments.

        "MAJORITY TRANCHE D LENDERS" means Tranche D Lenders whose Pro Rata
Shares, taken in the aggregate, represent at least 51% of the Tranche D
Commitments.

        "MAJORITY TRANCHE E LENDERS" means Tranche E Lenders whose Pro Rata
Shares, taken in the aggregate, represent at least 51% of the Tranche E
Commitments.

        "MANAGEMENT CHANGE" means either Jeffrey Ruben or Milton Riseman shall
no longer be an executive officer of ABFS unless a replacement satisfactory to
the Agent has been found within sixty (60) days.

        "MARKET VALUE" means, with respect to an Eligible Mortgage Loan or a
Wet-Ink Mortgage Loan, the fair market value thereof as determined in good faith
by the Agent taking into account customary loan characteristics used in valuing
such loans and applicable market conditions. The Agent's determination of Market
Value shall be conclusive upon the parties, absent manifest error on the part of
the Agent. The Agent shall have the right to mark to market the Mortgage Loans
on a daily basis, which Market Value with respect to one or more of the Mortgage
Loans may be determined to be zero. The Borrowers acknowledge that the Agent's
determination of Market Value is for the limited purpose of determining
Collateral Value and Wet-Ink Collateral Value for lending purposes hereunder
without the ability to perform customary purchaser's due diligence and is not
necessarily equivalent to a determination of the fair market value of the
Mortgage Loans achieved by obtaining competing bids in an orderly market.

        "MATERIAL ADVERSE CHANGE" means an event, fact, circumstance, change in,
or effect on the business of any Borrower, any Servicer or any Subservicer,
which individually or in the aggregate or on a cumulative basis with any other
events, facts, circumstances, changes in, or effects on, the Borrowers, taken as
a whole, any Borrower, any Servicer or Subservicer, could reasonably be expected
to have a Material Adverse Effect; PROVIDED, HOWEVER, that Material Adverse
Change shall not include and shall not be deemed to occur solely as a result of
the Final Servicing Transfer or the transfer of servicing with respect to ABFS
Mortgage Loan Trust 2003-1 pursuant to the Succession Approval Order.

        "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
property, business, operations, financial condition or prospects of the
Borrowers, taken as a whole, or any Borrower, any Servicer or any Subservicer
(b) the ability of any Borrower to perform in all material respects its
respective obligations under any of the Loan Documents to which it is a party,
(c) the validity or enforceability in all material respects of any of the Loan
Documents, (d) the rights and remedies of the Agent or any Lender under any of
the Loan Documents, (e) the Collateral, or (f) financial, banking or capital
market conditions; PROVIDED, HOWEVER, that

                                       21
<PAGE>

Material Adverse Effect shall not include and shall not be deemed to occur
solely as a result of the Final Servicing Transfer or the transfer of servicing
with respect to ABFS Mortgage Loan Trust 2003-1 pursuant to the Succession
Approval Order.

        "MATERIAL CONTRACT" means all agreements and contracts evidencing the
IOS, the Mortgage Loans and the Sub-debt Indentures.

        "MAXIMUM CREDIT" means $500,000,000.

        "MERS" means Mortgage Electronic Registration System, Inc., a
corporation organized and existing under the laws of the State of Delaware.

        "MERS AGREEMENT" means Electronic Tracking Agreement, dated as of the
Closing Date, by and among the Borrowers, the Servicer, the Custodian, MERS and
the Electronic Agent.

        "MERS ASSIGNMENT OF MORTGAGE" means, with respect to any MERS Mortgage
Loan, an assignment of the MERS Mortgage Loan, notice of transfer or equivalent
instrument, executed in blank and in recordable form, sufficient under the laws
of the jurisdiction wherein the related mortgaged property is located to effect
the assignment of such MERS Mortgage Loan upon recordation.

        "MERS MORTGAGE LOAN" means any Mortgage Loan registered with MERS on the
MERS System.

        "MERS PROCEDURES MANUAL" means the MERS Procedures Manual, as it may be
amended, supplemented or otherwise modified from time to time, in accordance
with the MERS Agreement.

        "MERS SYSTEM" means MERS mortgage electronic registry system, as more
particularly described in the MERS Procedures Manual.

        "MIN" means the mortgage identification number for any MERS Mortgage
Loan.

        "MOM LOAN" means any Mortgage Loan as to which MERS is acting as
original mortgagee of record, solely as nominee.

        "MONTHLY FEE PAYMENT DATE" means the first Payment Date with respect to
Tranche C Advances of each month beginning March 17, 2005.

        "MONTHLY PAYMENT" means the scheduled monthly payment of principal and
interest on a Mortgage Loan as adjusted in accordance with changes in the
Mortgage Interest Rate pursuant to the provisions of the Mortgage Note for an
adjustable rate Mortgage Loan.

        "MORTGAGE" means with respect to a Mortgage Loan, the mortgage, deed of
trust or other instrument, which creates, as indicated on the Mortgage Loan Data
Transmission, a valid and perfected first priority or valid and perfected second
priority Lien on the fee simple or a leasehold estate in such real property.

                                       22
<PAGE>

        "MORTGAGE COLLECTION ACCOUNT" means that certain account number
10221878.1 named "American Business Credit, Inc. Mortgage Collection Account in
trust for American Business Mortgage Services, Inc. and HomeAmerican Credit,
Inc." of the Borrowers maintained with JPMorgan.

        "MORTGAGE COLLECTION ACCOUNT CONTROL AGREEMENT" shall mean that certain
control agreement with respect to the Mortgage Collection Account, in form and
substance satisfactory to the Agent, executed and delivered by the Borrowers,
the Agent, JPMorgan and the Servicer.

        "MORTGAGE FILE" shall have the meaning set forth in the Custodial
Agreement.

        "MORTGAGE INTEREST RATE" means the annual rate of interest borne on a
Mortgage Note, which shall be adjusted from time to time with respect to
adjustable rate Mortgage Loans.

        "MORTGAGE LOAN" means a mortgage loan which the Custodian has been or
will be instructed to hold for the Agent pursuant to the Custodial Agreement,
and which Mortgage Loan includes, without limitation, (i) a Mortgage Note, the
related Mortgage and all other Mortgage Loan Documents and (ii) all right, title
and interest in and to the Mortgaged Property covered by such Mortgage.

        "MORTGAGE LOAN DATA TRANSMISSION" means a computer-readable magnetic or
other electronic format incorporating the fields identified on EXHIBIT B.

        "MORTGAGE LOAN DOCUMENTS" means, with respect to a Mortgage Loan, the
documents comprising the Mortgage File for such Mortgage Loan.

        "MORTGAGE LOAN LIST" means the hard copy report provided by or on behalf
of the Borrowers which shall include with respect to each Mortgage Loan to be
included as Collateral: (i) the Mortgage Loan number, (ii) the Mortgagor's name,
(iii) the original principal amount of the Mortgage Loan and (iv) the current
principal balance of the Mortgage Loan.

        "MORTGAGE LOAN SCHEDULE" means SCHEDULE I to the Notice of Borrowing and
Pledge.

        "MORTGAGE NOTE" means the original executed promissory note or other
evidence of the indebtedness of a mortgagor/borrower with respect to a Mortgage
Loan.

        "MORTGAGED PROPERTY" means the real property (including all
improvements, buildings, fixtures, building equipment and personal property
thereon and all additions, alterations and replacements made at any time with
respect to the foregoing) and all other collateral securing repayment of the
debt evidenced by a Mortgage Note.

        "MORTGAGOR" means the obligor on a Mortgage Note.

        "MULTIEMPLOYER PLAN" means a multiemployer plan defined as such in
SECTION 3(37) of ERISA to which contributions have been or are required to be
made by any Borrower or any ERISA Affiliate and that is covered by Title IV of
ERISA.

                                       23
<PAGE>

        "NET CASH PROCEEDS" means, with respect to any Disposition by any
Person, the amount of cash received (directly or indirectly) from time to time
(whether as initial consideration or through the payment of deferred
consideration) by or on behalf of such Person or any of its Subsidiaries, in
connection therewith after deducting therefrom only (A) the principal amount of
any Indebtedness secured by any Permitted Lien on any asset (other than
Indebtedness assumed by the purchaser of such asset) and interest, fees and
expenses in respect thereof which is (x) required to be, and is, repaid in
connection with such Disposition (other than Indebtedness under this Loan
Agreement) or (y) in escrow in connection with such Person contesting such
Indebtedness or the Lien securing such Indebtedness in connection with such
Disposition, (B) reasonable costs, fees and expenses related to such Disposition
reasonably incurred by such Person in connection therewith and paid in cash, and
(C) transfer or other taxes paid by such Person in connection therewith, to the
extent approved (to the extent such approval is required) by the Bankruptcy
Court.

        "NON-DEBTOR PLEDGE AGREEMENT" means the Pledge Agreement, dated as of
the date hereof, executed by ABFS Warehouse Trust 2004-1 in favor of the Agent
for the benefit of the Secured Parties.

        "NON-USAGE FEE" shall have the meaning given to it in SECTION 3.07(B).

        "NOTE" means each promissory note executed by the Borrowers in favor of
a Lender evidencing such Lender's Advances.

        "NOTICE OF BORROWING" means, with respect to Tranche A Advances and
Tranche B Advances, the certificate prepared by the Administrative Borrower
substantially in the form of EXHIBIT C-1, attached hereto, and, with respect to
Tranche C Advances, Tranche D Advances and Tranche E Advances, the certificate
prepared by the Administrative Borrower substantially in the form of EXHIBIT
C-2, attached hereto.

        "OBLIGATIONS" means all loans, Advances, debts, principal, interest,
contingent reimbursement obligations with respect to any of the Loan Documents,
premiums, liabilities (including all amounts charged to the Loan Account
pursuant hereto), obligations (including indemnification obligations), fees
(including the fees provided for in SECTION 3.07 hereof), charges, costs, Agent
Advances, Lender Expenses, guaranties, covenants, and duties of any kind and
description owing by any Borrower or any of its Subsidiaries to the Agent, any
Lender or any Lender-Related Party pursuant to or evidenced by the Loan
Documents, any Clearwing Deferred Payoff Obligations, any Patriot Deferred
Payoff Obligations, any Clearwing Indemnification Liabilities and any Loan Sale
Obligations, in each case irrespective of whether for the payment of money,
whether direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising. Any reference in this Loan Agreement or in the
Loan Documents to the Obligations shall include all extensions, modifications,
renewals or alterations thereof.

        "ORDERS" means the Interim Order and the Final Order.

        "OTHER TAXES" means any and all present or future stamp, registration,
transfer or documentary Taxes or any excise or property Taxes, charges or
similar levies arising from any

                                       24
<PAGE>

payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to or in connection with, the Loan Documents.

        "PARTICIPANT" shall have the meaning set forth in SECTION 11.17(B).

        "PARTICIPATING BANK" means (a) the participating banks listed on the
Participating Bank Letter Agreement, and (b) any other commercial bank or lender
with consumer lending operations which is approved in writing by the Agent as a
"participating bank."

        "PARTICIPATING BANK LETTER AGREEMENT" means that certain letter
agreement, dated as of the date hereof, executed by the Borrowers in favor of
the Agent.

        "PATRIOT" means The Patriot Group, LLC.

        "PATRIOT DEFERRED PAYOFF OBLIGATIONS" means Patriot Deferred Payoff
Obligations (as defined in the Patriot Payoff Letter).

        "PATRIOT PAYOFF LETTER" means that certain letter regarding the
repayment of the obligations owed to Patriot pursuant to the Patriot Repurchase
Agreement.

        "PATRIOT REPURCHASE AGREEMENT" means that certain Amended and Restated
Master Repurchase Agreement, dated as of November 15, 2004 and amended and
restated as of December 21, 2004, among ABFS Warehouse Trust 2004-2, as Seller,
ABFS, ABFS Consolidated, ABC and Patriot, as amended by that certain Amendment
No. 1 to Master Repurchase Agreement, dated as of January 14, 2005.

        "PAYMENT DATE" means (a) with respect to Tranche A Advances and Tranche
B Advances, the meaning set forth in the Servicing Agreement, (b) with respect
to Tranche C Advances, two Business Days following the distribution of proceeds
relating to the IOS scheduled for the 15th and 25th calendar days of each month
beginning March 2005, (c) with respect to Tranche D Advances, the last Business
Day of each week and (d) with respect to Tranche E Advances, the meaning set
forth in the Greenwich Pre-Petition Servicing Agreement.

        "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

        "P CERTIFICATE" means the certificate representing the Preferred
Percentage Interest (as defined in the 2003-1 Trust Agreement) of Trust 2003-1.

        "PERIODIC ADVANCES" means monthly out-of-pocket advances of delinquent
interest which are outstanding and unreimbursed and to which any Borrower, as
servicer, is entitled to reimbursement or collection under the related
Securitization Trust documents (other than with respect to ABFS Mortgage Loan
Trust 2003-1).

        "PERMITTED DISPOSITION" means, subject to compliance with SECTION 2.06
hereof, so long as no Default or Event of Default shall have occurred, (i) any
Disposition of mortgage loan Collateral in the ordinary course of business on
ordinary business terms (so long as such disposition does not create a Default
or Event of Default) and (ii) any Disposition of Servicing

                                       25
<PAGE>

Rights on terms and conditions satisfactory to the Agent (including, without
limitation, the Final Servicing Transfer and the Succession Approval Order).

        "PERMITTED HOLDER" means Anthony J. Santilli and his Family Members.

        "PERMITTED LIENS" means Liens permitted under SECTION 7.16 hereof.

        "PERSON" means any individual, corporation, company, voluntary
association, partnership, joint venture, limited liability company, trust,
unincorporated association or government (or any agency, instrumentality or
political subdivision thereof).

        "PLAN" means an employee benefit or other plan established or maintained
by either any Borrower or any ERISA Affiliate and that is covered by Title IV of
ERISA, other than a Multiemployer Plan.

        "PLEDGE AGREEMENT" means the Pledge Agreement, dated as of the date
hereof, executed by the Borrowers in favor of the Agent for the benefit of the
Secured Parties.

        "PMI POLICY" or "PRIMARY INSURANCE POLICY" means a policy of primary
mortgage guaranty insurance issued by a Qualified Insurer.

        "POST-DEFAULT RATE" means, in respect of any principal of any Advance or
any other amount under this Loan Agreement or any other Loan Document that is
not paid when due to the Agent or any Lender (whether at stated maturity, by
acceleration or mandatory prepayment or otherwise), a rate per annum during the
period from and including the due date to but excluding the date on which such
amount is paid in full equal to (a) 3.00% per annum PLUS (b)(i) the interest
rate otherwise applicable to such Advance or other amount, or (ii) if no
interest rate is otherwise applicable, the LIBO Rate plus the Applicable Margin
for Tranche C Advances.

        "PREPAYMENT PENALTIES" means fees for early loan prepayment to which any
Borrower, as owner of the prepayment penalty, is entitled to reimbursement or
collection.

        "PRE-PETITION PAYMENT" means a payment (by way of adequate protection or
otherwise) of principal or interest or otherwise on account of any pre-petition
Indebtedness or trade payables or other pre-petition claims against any
Borrower.

        "PRIORITY PROFESSIONAL EXPENSES" shall have the meaning set forth in the
definition of the term "Carve-Out."

        "PRIORITY TRIGGERING EVENT" shall have the meaning set forth in the
definition of the term "Carve-Out."

        "PROFESSIONAL EXPENSE CAP" shall have the meaning set forth in the
definition of the term "Carve-Out."

        "PROPERTY" means any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.

                                       26
<PAGE>

        "PRO RATA SHARE" means, with respect to any Tranche Total Commitment,
the percentage obtained by dividing (i) such Lender's Tranche Commitment by (ii)
such Tranche Total Commitment, provided, that, if such Tranche Total Commitment
has been reduced to zero, the numerator shall be the aggregate unpaid principal
amount of such Lender's Tranche Advances (including Agent Advances) and the
denominator shall be the aggregate unpaid principal amount of all of the
applicable Tranche Advances (including Agent Advances).

        "PURCHASED ASSET" means the Purchased Asset (as defined in the
Repurchase Agreement).

        "QUALIFIED CASH" means, as of any date of determination, the amount of
unrestricted cash and Cash Equivalents of the Borrowers maintained by a branch
office of a bank located within the United States and that are in Control
Accounts or the ABFS Master Sweep Account.

        "QUALIFIED INSURER" means an insurance company (a) duly qualified as
such under the laws of the states in which the Mortgaged Property is located,
(b) duly authorized and licensed in such states to transact the applicable
insurance business and to write the insurance provided in accordance with the
Approved Underwriting Guidelines, (c) approved as an insurer by Fannie Mae and
Freddie Mac or by the Agent, and (d) whose claims paying ability is rated in the
two highest rating categories by any of the rating agencies with respect to
primary mortgage insurance and in the two highest rating categories by Best's
with respect to hazard and flood insurance.

        "REFERENCE RATE" means the rate of interest publicly announced by
JPMorgan, its successors or any other commercial bank designated by the Agent to
the Borrowers from time to time, in New York, New York from time to time as its
prime rate or base rate. The prime rate or base rate is determined from time to
time by such bank as a means of pricing some loans to its borrowers and neither
is tied to any external rate of interest or index nor necessarily reflects the
lowest rate of interest actually charged by such bank to any particular class or
category of customers. Each change in the Reference Rate shall be effective from
and including the date such change is publicly announced as being effective.

        "REGISTER" shall have the meaning set forth in the SECTION 11.17(B)(II).

        "REGULATIONS T, U AND X" means Regulations T, U and X of the Board of
Governors of the Federal Reserve System (or any successor), as the same may be
modified and supplemented and in effect from time to time.

        "REO PROPERTY" means mortgaged property acquired by the Servicer
pursuant to the Servicing Agreement as a result of the liquidation of a Mortgage
Loan.

        "REPURCHASE AGREEMENT" shall have the meaning set forth in the recitals
hereto.

        "REQUIRED LENDERS" means (a) so long as the Pro Rata Shares of Greenwich
and CIT, taken in the aggregate, represent at least 51% of the Commitments,
Greenwich and CIT (even if the Pro Rata Share of Greenwich alone represents at
least 51% of the Commitments) and (b) in all other cases, Lenders whose Pro Rata
Shares, taken in the aggregate, represent at least

                                       27
<PAGE>

51% of the Commitments; PROVIDED, HOWEVER, that, if at any time there are two or
more Lenders, then Required Lenders must comprise at least two Lenders.

        "REQUIREMENT OF LAW" means as to any Person, (a) the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, (b) all laws (including consumer regulatory laws), treaties, rules or
regulations, and (c) all determinations of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject.

        "REQUIRED DOCUMENTS" means those documents identified in SECTION 2(I) of
the Custodial Agreement.

        "RESPONSIBLE OFFICER" means, as to any Person, the chief executive
officer or, with respect to financial matters, the chief financial officer of
such Person; provided, that in the event any such officer is unavailable at any
time he or she is required to take any action hereunder, Responsible Officer
means any officer authorized to act on such officer's behalf as demonstrated by
a certificate of corporate resolution.

        "RESTRICTED PAYMENTS" means with respect to any Person, collectively,
all dividends or other distributions of any nature (cash, securities, assets or
otherwise), and all payments, by virtue of redemption or otherwise, on any class
of equity securities (including, without limitation, warrants, options or rights
therefor) issued by such Person, whether such securities are now or may
hereafter be authorized or outstanding and any distribution in respect of any of
the foregoing, whether directly or indirectly.

        "SECOND LIEN" means with respect to each Mortgaged Property, the lien of
the mortgage, deed of trust or other instrument securing a mortgage note which
creates a second lien on the Mortgaged Property.

        "SECOND LIEN MORTGAGE LOAN" means an Eligible Mortgage Loan secured by
the lien on the Mortgaged Property, subject to one prior lien on such Mortgaged
Property securing financing obtained by the related Mortgagor.

        "SECURED PARTIES" means the Agent, the Lenders, Patriot and the
Clearwing Indemnified Parties.

        "SECURITIZATION TRUSTS" means the securitizations underlying the IOS,
each as listed in SCHEDULE I hereto.

        "SECURITY AGREEMENT" means the Security Agreement, dated as of the date
hereof, executed by the Borrowers in favor of the Agent for the benefit of the
Secured Parties.

        "SENIOR CLAIMS" means all valid, perfected, non-avoidable secured claims
existing on the Filing Date and listed in SCHEDULE F hereto.

        "SERVICER" means ABC.

                                       28
<PAGE>

        "SERVICING ADVANCES" means "Servicing Advances," "Property Preservation
Expenses" and "Liquidation Expenses" which are outstanding and unreimbursed and
to which any Borrower is entitled to reimbursement or collection under the
related documents of the Securitization Trusts (other than ABFS Mortgage Loan
Trust 2003-1).

        "SERVICING AGREEMENT" means a servicing agreement relating to the
servicing of Mortgage Loans executed by and between a Borrower, the Servicer,
the Back-up Servicer, and the Agent, the form and substance of which is
reasonably satisfactory to the Agent.

        "SERVICING FILE" means with respect to each Mortgage Loan, the file
retained by the Servicer consisting of originals of all material documents in
the Mortgage File which are not delivered to a Custodian and copies of the
Mortgage Loan Documents set forth in SECTION 2 of the Custodial Agreement.

        "SERVICING RECORDS" shall have the meaning set forth in SECTION 11.18(B)
hereof.

        "SERVICING REIMBURSEMENT ACCOUNT" means that certain account number
113418413 of the Servicer maintained with JPMorgan.

        "SERVICING REIMBURSEMENT ACCOUNT CONTROL AGREEMENT" means that certain
control agreement with respect to the Servicing Reimbursement Account in form
and substance satisfactory to the Agent, executed and delivered by the
Borrowers, JPMorgan and the Agent.

        "SERVICING REIMBURSEMENT RIGHTS" means the right of reimbursement by the
servicer of any Securitization Trust (other than ABFS Mortgage Loan Trust
2003-1) with respect to Servicing Advances, Periodic Advances, Ancillary Fees
and Prepayment Penalties, subject to the terms of the Consent Letters and the
Orders.

        "SERVICING RIGHTS" means Securitization Trust servicing rights (other
than with respect to ABFS Mortgage Loan Trust 2003-1) and Servicing
Reimbursement Rights, subject to the terms of the Consent Letters and the
Orders.

        "SERVICING TRANSMISSION" means a computer-readable magnetic or other
electronic format acceptable to the parties containing the information
identified on EXHIBIT D.

        "SPECIFIED MONOLINE" means a Securitization Insurer (as defined in the
Orders).

        "SUBLIMIT EXCESS LOAN" means, as of any date of determination, a
Mortgage Loan contained in any one or more of the categories set forth below
which, when added to all other Eligible Mortgage Loans and Wet-Ink Mortgage
Loans which are pledged to the Lenders under this Loan Agreement, exceed the
percentages (each expressed as a percentage of the outstanding Tranche A
Advances and Tranche B Advances) or dollar amounts indicated below and as may be
identified as such by the Agent (which selection may be arbitrary) in order that
the aggregate unpaid principal balances of the Eligible Mortgage Loans and
Wet-Ink Mortgage Loans in such categories as of such date do not exceed such
percentages (each expressed as a percentage of the outstanding Tranche A
Advances and Tranche B Advances as of such date) or dollar amounts.

                                       29
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                           <C>

Mortgage Loan Category                                                                   Maximum Sublimit
----------------------                                                                   ----------------
                                                                                            Percentage
                                                                                            ----------
FICO Score 540-580                                                                         $110,000,000
FICO Score 520-539                                                                          $55,000,000
Combined: FICO Scores less than 580                                                        $165,000,000
Greater than 30 days delinquent                                                                 5%
Greater than 60 days delinquent                                                 3% (exclusive of 30 day delinquency
                                                                                             sublimit)
Originated or purchased by an Approved Mortgage Originator 90 or more days       15% (inclusive of all other aging
prior to any date of determination ("90 DAY ELIGIBLE MORTGAGE LOANS")                       sublimits)
Originated or purchased by an Approved Mortgage Originator 120 or more days                     10%
prior to any date of determination ("120 DAY ELIGIBLE MORTGAGE LOANS")
Originated or purchased by an Approved Mortgage Originator 150 or more days                     0%
prior to any date of determination
Second Lien                                                                      the greater of (a) the lesser of
                                                                                 (i) $30,000,000 and (ii) 25% and
                                                                                              (b) 15%
CLTV greater than 80%                                                            the greater of (a) the lesser of
                                                                                 (i) $130,000,000 and (ii) 75% and
                                                                                (b) 65%, inclusive of all other CLTV
                                                                                          sublimits below
CLTV greater than 85%                                                            the greater of (a) the lesser of
                                                                                 (i) $80,000,000 and (ii) 50% and
                                                                               (b) 40%, inclusive of all other CLTV
                                                                                          sublimits below
CLTV greater than 90%                                                            the greater of (a) the lesser of
                                                                                 (i) $40,000,000 and (ii) 25% and
                                                                                (b) 20%, inclusive of CLTV sublimit
                                                                                   greater than or equal to 95%
CLTV greater than 95%                                                            the greater of (a) the lesser of
                                                                                 (i) $26,000,000 and (ii) 18% and
                                                                                              (b) 13%
CLTV greater than 100%                                                                          0%
</TABLE>

        "SUBSERVICER" means ABMS or HAC.

        "SUBSIDIARY" means, with respect to any Person, (a) any corporation,
partnership or other entity of which at least a majority of the securities or
other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions of such corporation, partnership or other entity (irrespective of
whether or not at the time securities or other ownership interests of any other
class or classes of such corporation, partnership or other entity shall have or
might have voting power by reason of the happening of any contingency) is at the
time directly or indirectly owned or controlled by

                                       30
<PAGE>

such Person or one or more Subsidiaries of such Person or by such Person and one
or more Subsidiaries of such Person, or (b) if such Person is a trust, the
depositor of such trust, excluding the Securitization Trusts.

        "SUCCESSION APPROVAL ORDER" means that certain order of the Bankruptcy
Court entered on February 16, 2005, authorizing and directing, INTER ALIA, the
transfer of servicing with respect to ABFS Mortgage Loan Trust 2003-1.

        "SYNDICATION AGENT" shall have the meaning set forth in the preamble
hereto.

        "TARGETED SERVICING BID" means a Qualified Bid (as defined in the
Orders) in the amount of at least $20,000,000 for all or a portion of the
Servicing Rights (a) subject only to Bankruptcy Court approval and (b) with
servicing transfer to occur on or before May 1, 2005.

        "TAXES" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority, and shall include all interest, penalties, additions to Tax related
thereto.

        "TAX RELATED PERSON" means any Person (including, without limitation, a
beneficial owner of an interest in a pass-through entity) whose income is
realized through or determined by reference to the Agent, a Lender or
Participant or any Tax Related Person of any of the foregoing.

        "TAX RETURN" means any report, filing, return, information return,
document, election, including amendments to any of the foregoing, filed or
furnished or required to be filed or furnished with respect to Taxes.

        "TERMINATION DATE" means the date which is the earliest of (a) the
effective date of a plan of reorganization in the Chapter 11 Cases that has been
confirmed by an order of the Bankruptcy Court, (b) 364 days after the Closing
Date, (c) the sale of a material part of any Borrower's assets (excluding
Permitted Dispositions), whether under Section 363 of the Bankruptcy Code, a
confirmed plan of reorganization or otherwise; (d) the date of the conversion of
any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code;
(e) the date of the dismissal of any of the Chapter 11 Cases; (f) March 9, 2005,
if the Final Order has not been entered by the Bankruptcy Court on or prior to
such date, and (g) such earlier date on which either (A) all Advances shall
become due and payable, in whole, in accordance with the terms of this Loan
Agreement and the other Loan Documents or (B) all Advances and all other
Obligations for the payment of money shall be paid in full and the Commitments
and this Loan Agreement are terminated.

        "TOTAL COMMITMENT" means, at any time, the sum of the Commitments.

        "TRANCHE A ADVANCE" shall have the meaning set forth in SECTION 2.01(A)
hereto.

                                       31
<PAGE>

        "TRANCHE A BORROWING BASE" means the aggregate Collateral Value of all
Eligible Mortgage Loans that have been, and remain, pledged to the Agent
hereunder.

        "TRANCHE A COMMITMENT" means the commitment of a Tranche A Lender to
make Tranche A Advances hereunder in the amount set forth opposite its name on
SCHEDULE B hereto or as may subsequently be set forth in the Register from time
to time, as the case may be.

        "TRANCHE ADVANCE" means a Tranche A Advance, a Tranche B Advance, a
Tranche C Advance, a Tranche D Advance or a Tranche E Advance, as applicable.

        "TRANCHE A FACILITY" shall have the meaning set forth in the recitals
hereto.

        "TRANCHE A LENDER" means each Lender that has a Tranche A Commitment or
that makes Tranche A Advances.

        "TRANCHE A SUBLIMIT" means the Maximum Credit LESS the sum of (a) the
outstanding Obligations (as defined in the Greenwich Pre-Petition Loan
Agreement), (b) the outstanding Tranche B Advances, (c) the outstanding Tranche
C Advances, (d) the outstanding Tranche D Advances and (e) the outstanding
Tranche E Advances.

        "TRANCHE B ADVANCE" shall have the meaning set forth in SECTION 2.01(B)
hereto.

        "TRANCHE B BORROWING BASE" means the aggregate Wet-Ink Collateral Value
of all Wet-Ink Mortgage Loans that have been, and remain, pledged to the Agent
hereunder.

        "TRANCHE B COMMITMENT" means the commitment of a Tranche B Lender to
make Tranche B Advances hereunder in the amount set forth opposite its name on
SCHEDULE B hereto or as may subsequently be set forth in the Register from time
to time, as the case may be

        "TRANCHE B FACILITY" shall have the meaning set forth in the recitals
hereto.

        "TRANCHE B LENDER" means each Lender that has a Tranche B Commitment or
that makes Tranche B Advances.

        "TRANCHE B SUBLIMIT" means the lesser of (a) the greater of (i)
$40,000,000 and (ii) 15% of outstanding Tranche A Advances and (b) $60,000,000.
The Lenders will consider in good faith an increase in the Tranche B Sublimit
upon (x) demonstration by the Borrowers of sound systems and controls for wet
funding for a minimum of two end-of-month wet funding cycles; (y) confirmation
by the Lenders of consistent mortgage loan underwriting quality; and (z)
demonstrated capacity need following reasonable efforts by the Borrowers to
decrease wet-to-dry processing time and increase wet funding efficiencies.

        "TRANCHE C ADVANCE" shall have the meaning set forth in SECTION 2.01(C)
hereto.

        "TRANCHE C APPLICABLE COLLATERAL PERCENTAGE" means (1) for purposes of
determining whether an Event of Default has occurred, (a) 65% MINUS (b) the
lesser of (i)(x) the number of complete months that have elapsed since February
1, 2005 DIVIDED BY (y) 100, expressed as a percentage, and (ii) 5%, and (2) for
all other purposes, (A) 60% MINUS (B) the lesser of (I)(X) the number of
complete months that have elapsed since February 1, 2005 DIVIDED BY (Y) 100,
expressed as a percentage, and (II) 5%.

                                       32
<PAGE>

        "TRANCHE C BORROWING BASE" means (a) the Tranche C Applicable Collateral
Percentage MULTIPLIED BY the Lending Value of the IOS, as determined by the
Agent, LESS (b) the Professional Expense Cap LESS (c) the Clearing Account
Reserve.

        "TRANCHE C COMMITMENT" means the commitment of a Tranche C Lender to
make Tranche C Advances hereunder in the amount set forth opposite its name on
SCHEDULE B hereto or as may subsequently be set forth in the Register from time
to time, as the case may be.

        "TRANCHE C FACILITY" shall have the meaning set forth in the recitals
hereto.

        "TRANCHE C LENDER" means each Lender that has a Tranche C Commitment or
that makes Tranche C Advances.

        "TRANCHE C SUBLIMIT" means the lesser of (a) $55,000,000 and (b)
$65,000,000 LESS the outstanding Tranche D Advances.

        "TRANCHE COMMITMENT" means a Lender's Tranche A Commitment, Tranche B
Commitment, Tranche C Commitment, Tranche D Commitment or Tranche E Commitment,
as applicable.

        "TRANCHE D ADVANCE" shall have the meaning set forth in SECTION 2.01(D)
hereto.

        "TRANCHE D BORROWING BASE" means the sum of (a) 75% of outstanding
Periodic Advances and (b) 50% of outstanding Servicing Advances, in each case to
the extent that such Periodic Advances and Servicing Advances are owing pursuant
to the terms of the documents governing the Securitization Trusts (subject to
the Consent Letters and the Orders), are unreimbursed and have not been waived
by the Borrowers. Set forth on SCHEDULE G hereto is the amount of Periodic
Advances and Servicing Advances included in the Tranche D Borrowing Base as of
the Closing Date with respect to each Securitization Trust and the maximum
amount of Periodic Advances and Servicing Advances that may be included in the
Tranche D Borrowing Base with respect to each Securitization Trust at any time.

        "TRANCHE D COMMITMENT" means the commitment of a Tranche D Lender to
make Tranche D Advances hereunder in the amount set forth opposite its name on
SCHEDULE B hereto or as may subsequently be set forth in the Register from time
to time, as the case may be.

        "TRANCHE D FACILITY" shall have the meaning set forth in the recitals
hereto.

        "TRANCHE D LENDER" means each Lender that has a Tranche D Commitment or
that makes Tranche D Advances.

        "TRANCHE D SUBLIMIT" means the lesser of (a) $10,000,000; PROVIDED, THAT
if the Borrowers receive a Targeted Servicing Bid by March 31, 2005, such amount
shall be increased to $15,000,000 and (b) $65,000,000 LESS the outstanding
Tranche C Advances.

        "TRANCHE D TERMINATION EVENT" means (i) the occurrence of a Servicing
Transfer Default (as defined in the Orders) or (ii) the failure of the Final
Servicing Transfer to occur on or prior to May 1, 2005 in accordance with
Section XVI of the Orders.

                                       33
<PAGE>

        "TRANCHE E ADVANCE" shall have the meaning set forth in SECTION 2.01(E)
hereto.

        "TRANCHE E BORROWING BASE" means the lesser of (a) 10% of the
outstanding Obligations (as defined in the Chrysalis Loan Agreement) as of the
Closing Date and (b)(i) the lesser of (x) 95% of the Market Value (as defined in
the Greenwich Pre-Petition Loan Agreement) of the Eligible Mortgage Loans (as
defined in the Greenwich Pre-Petition Loan Agreement), as reasonably determined
by the Agent, and (y) 97% of the unpaid principal balance of such Eligible
Mortgage Loans (as defined in the Greenwich Pre-Petition Loan Agreement) MINUS
(ii) the outstanding Obligations (as defined in the Greenwich Pre-Petition Loan
Agreement).

        "TRANCHE E COMMITMENT" means the commitment of a Tranche E Lender to
make Tranche E Advances hereunder in the amount set forth opposite its name on
SCHEDULE B hereto or as may subsequently be set forth in the Register from time
to time, as the case may be.

        "TRANCHE E FACILITY" shall have the meaning set forth in the recitals
hereto.

        "TRANCHE E LENDER" means each Lender that has a Tranche E Commitment or
that makes Tranche E Advances.

        "TRANCHE E SUBLIMIT" means $18,000,000.

        "TRANCHE LENDERS" means the Tranche A Lenders (but not the other
Lenders), the Tranche B Lenders (but not the other Lenders), the Tranche C
Lenders (but not the other Lenders), the Tranche D Lenders (but not the other
Lenders) or the Tranche E Lenders (but not the other Lenders), as applicable.

        "TRANCHE TOTAL COMMITMENT" means, at any time, the sum of the applicable
Tranche Commitments.

        "TRANSMITTAL LETTER" shall have the meaning ascribed thereto in the
Custodial Agreement.

        "TRUST RECEIPT" shall have the meaning set forth in the Custodial
Agreement.

        "TRUST 2003-1" means that certain Delaware statutory trust named ABFS
Warehouse Trust 2003-1 created by the 2003-1 Trust Agreement.

        "TRUST 2003-2" means that certain Delaware statutory trust named ABFS
Warehouse Trust 2003-2.

        "TRUST 2004-1" means that certain Delaware statutory trust named ABFS
Warehouse Trust 2004-1.

        "UNIFORM COMMERCIAL CODE" means the Uniform Commercial Code as in effect
on the date hereof in the State of New York; PROVIDED THAT if by reason of
mandatory provisions of law, the perfection or the effect of perfection or
non-perfection of the security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than

                                       34
<PAGE>

New York, "Uniform Commercial Code" means the Uniform Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof relating
to such perfection or effect of perfection or non-perfection.

        "UNRESTRICTED CASH" means cash of the Borrowers other than cash receipts
that are pending transfer to the trustee of a Securitization Trust.

        "WEEKLY FEE PAYMENT DATE" shall have the meaning set forth in SECTION
3.07(A)(II) hereof.

        "WET-INK APPLICABLE COLLATERAL PERCENTAGE" means, with respect to a
Wet-Ink Mortgage Loan, the following percentages of the unpaid principal balance
thereof:

                (a)     if the loan has a FICO score of 640 or greater, 92%;

                (b)     if the loan has a FICO score greater than 599 but less
                        than 640, 90%;

                (c)     if the loan has a FICO score greater than 549 but less
                        than 600, 88%;

                (d)     if the loan has a FICO score greater than 519 but less
                        than 550, 84%; and

                (e)     if the loan has a FICO score less than 520 or no FICO
                        score, 0%.

        "WET-INK COLLATERAL VALUE" means, with respect to each Wet-Ink Mortgage
Loan, the Wet-Ink Applicable Collateral Percentage multiplied by the unpaid
principal balance thereof.

        "WET-INK MORTGAGE LOAN" means a Mortgage Loan originated by an Approved
Mortgage Originator:

        (a)     that has been closed by a title agency or closing attorney,
funded and would qualify without exception as an Eligible Mortgage Loan except
that some or all of its Mortgage Loan Documents required under clause (v) of the
definition of Eligible Mortgage Loan are in transit to, but have not yet been
received by, the Agent or its designee;

        (b)     for which the Mortgage Loan Documents will be received by the
Agent or its designee within five (5) Business Days following the closing date
of such Mortgage Loan;

        (c)     for which the applicable Approved Mortgage Originator has
delivered to the Custodian a Mortgage Loan Schedule on or before the funding
date of such Mortgage Loan, submission of which to the Custodian shall
constitute such Approved Mortgage Originator's certification to the Custodian
that a complete Mortgage File as to such Mortgage Loan exists and that such
Mortgage File is in the possession of either the title agent or closing attorney
that closed such Mortgage Loan, the applicable Approved Mortgage Originator or
such Approved Mortgage Originator's Servicer for such Mortgage Loan, or that
such Mortgage File has been shipped to the Agent or its designee;

                                       35
<PAGE>

        (d)     in respect of which the related Mortgagor is not the subject of
a bankruptcy proceeding; and

        (e)     which was originated by an Approved Mortgage Originator in
accordance with the Approved Underwriting Guidelines or was purchased by an
Approved Mortgage Purchaser pursuant to an Approved Purchase Program.

        A Mortgage Loan will cease to be a Wet-Ink Mortgage Loan when, within
five (5) Business Days following the closing date of such Mortgage Loan, the
applicable Approved Mortgage Originator shall have delivered or caused to be
delivered to the Agent or its designee, on behalf of the Agent and the Lenders,
the Mortgage File documents.

        1.02    ACCOUNTING TERMS AND DETERMINATIONS. Except as otherwise
expressly provided herein, all accounting terms used herein shall be
interpreted, and all financial statements and certificates and reports as to
financial matters required to be delivered to the Lender hereunder shall be
prepared, in accordance with GAAP.

        1.03    UNIFORM COMMERCIAL CODE. Any terms used in this Agreement that
are defined in the Uniform Commercial Code shall be construed and defined as set
forth in the Uniform Commercial Code unless otherwise defined herein.

        1.04    CONSTRUCTION. Unless the context of this Agreement or any other
Loan Document clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the term "including" is
not limiting, and the term "or" has, except where otherwise indicated, the
inclusive meaning represented by the phrase "and/or." The words "hereof,"
"herein," "hereby," "hereunder," and similar terms in this Agreement or any
other Loan Document refer to this Agreement or such other Loan Document, as the
case may be, as a whole and not to any particular provision of this Agreement or
such other Loan Document, as the case may be. Section, subsection, clause,
schedule, and exhibit references herein are to this Agreement unless otherwise
specified. Any reference in this Agreement or in the other Loan Documents to any
agreement, instrument, or document shall include all alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements, thereto and thereof, as applicable (subject to any
restrictions on such alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements
set forth herein). Any reference herein to any Person shall be construed to
include such Person's successors and assigns. Any requirement of a writing
contained herein or in the other Loan Documents shall be satisfied by the
transmission of a record and any record transmitted shall constitute a
representation and warranty as to the accuracy and completeness of the
information contained therein.


                                       36
<PAGE>

        SECTION 2.     ADVANCES, EVIDENCE OF DEBT AND PREPAYMENTS.

        2.01    ADVANCES.

        (a)     TRANCHE A ADVANCES. Subject to fulfillment of the conditions
precedent set forth in SECTIONS 5.01 and 5.02 hereof, and provided that no
Default or Event of Default shall have occurred and be continuing hereunder,
each Tranche A Lender hereby severally agrees, from time to time, on the terms
and conditions of this Loan Agreement and the other Loan Documents, to make
loans (individually, a "TRANCHE A ADVANCE"; collectively, the "TRANCHE A
ADVANCES") to the Borrowers in Dollars, on any Business Day (but not more
frequently than once daily) from and including the Closing Date to but excluding
the Termination Date in an aggregate principal amount at any one time
outstanding not to exceed such Tranche A Lender's Pro Rata Share of the Tranche
A Borrowing Base as in effect from time to time; PROVIDED, THAT, in no event
shall (i) the aggregate principal amount of Tranche A Advances outstanding at
any time exceed the Tranche A Sublimit or (ii) the aggregate principal amount of
Tranche A Advances outstanding at any time exceed the Tranche A Borrowing Base.

        (b)     TRANCHE B ADVANCES. Subject to fulfillment of the conditions
precedent set forth in SECTIONS 5.01 and 5.02 hereof, and provided that no
Default or Event of Default shall have occurred and be continuing hereunder,
each Tranche B Lender hereby severally agrees, from time to time, on the terms
and conditions of this Loan Agreement and the other Loan Documents, to make
loans (individually, a "TRANCHE B ADVANCE"; collectively, the "TRANCHE B
ADVANCES") to the Borrowers in Dollars, on any Business Day (but not more
frequently than twice daily) from and including the Closing Date to but
excluding the Termination Date in an aggregate principal amount at any one time
outstanding not to exceed such Tranche B Lender's Pro Rata Share of the Tranche
B Borrowing Base as in effect from time to time; PROVIDED, THAT, in no event
shall (i) the aggregate principal amount of Tranche B Advances outstanding at
any time exceed the Tranche B Sublimit or (ii) the aggregate principal amount of
Tranche B Advances outstanding at any time exceed the Tranche B Borrowing Base.

        (c)     TRANCHE C ADVANCES. Subject to fulfillment of the conditions
precedent set forth in SECTIONS 5.01 and 5.02 hereof, and provided that no
Default or Event of Default shall have occurred and be continuing hereunder,
each Tranche C Lender hereby severally agrees, on (x) the Closing Date so long
as the aggregate principal amount of outstanding Tranche C Advances does not
exceed the Tranche C Borrowing Base and (y) from time to time thereafter so long
as (1) the Allocated Amount is at least $95,000,000 and (2) the outstanding
Tranche C Advances are less than or equal to 55% MULTIPLIED BY the Lending Value
of the IOS, as determined by the Agent, in each case on the terms and conditions
of this Loan Agreement and the other Loan Documents, to make loans
(individually, a "TRANCHE C ADVANCE"; collectively, the "TRANCHE C ADVANCES") to
the Borrowers in Dollars, on any Business Day (but not more frequently than four
times monthly) from and including the Closing Date to but excluding the
Termination Date in an aggregate principal amount at any one time outstanding
not to exceed such Tranche C Lender's Pro Rata Share of the Tranche C Borrowing
Base as in effect from time to time; provided, that, in no event shall (i) the
aggregate principal amount of Tranche C Advances outstanding at any time exceed
the Tranche C Sublimit or (ii) the aggregate principal amount of Tranche C
Advances outstanding at any time exceed the Tranche C Borrowing Base. On the
Closing Date, in addition to any other Tranche C Advances made by the Lenders to

                                       37
<PAGE>

the Borrowers on the Closing Date, the Borrowers shall be deemed to have
borrowed Tranche C Advances in the amount required to pay the Repurchase Price
(as defined in the Repurchase Agreement), upon such deemed borrowing the
Repurchase Price shall be deemed paid in full and the Purchased Asset shall be
deemed to be Collateral securing the Obligations.

        (d)     TRANCHE D ADVANCES. Subject to fulfillment of the conditions
precedent set forth in SECTIONS 5.01 and 5.02 hereof, and provided that no
Default or Event of Default shall have occurred and be continuing hereunder and
so long as no Tranche D Termination Event has occurred, each Tranche D Lender
hereby severally agrees (i) on the Closing Date, (ii) on one other Business Day
selected by the Borrowers prior to the Termination Date and (iii) on two other
Business Days selected by the Borrowers prior to the Termination Date but
following the delivery of a Targeted Servicing Bid to the Agent, in each case on
the terms and conditions of this Loan Agreement and the other Loan Documents, to
make loans (individually, a "TRANCHE D ADVANCE"; collectively, the "TRANCHE D
ADVANCES") to the Borrowers in Dollars, in an aggregate principal amount at any
one time outstanding not to exceed such Tranche D Lender's Pro Rata Share of the
Tranche D Borrowing Base as in effect from time to time; PROVIDED, THAT, in no
event shall (i) the aggregate principal amount of Tranche D Advances outstanding
at any time exceed the Tranche D Sublimit or (ii) the aggregate principal amount
of Tranche D Advances outstanding at any time exceed the Tranche D Borrowing
Base.

        (e)     TRANCHE E ADVANCES. Subject to fulfillment of the conditions
precedent set forth in SECTIONS 5.01 and 5.02 hereof, and provided that no
Default or Event of Default shall have occurred and be continuing hereunder,
each Tranche E Lender hereby severally agrees, on the terms and conditions of
this Loan Agreement and the other Loan Documents, to make loans (individually, a
"TRANCHE E ADVANCE"; collectively, the "TRANCHE E ADVANCES") to the Borrowers in
Dollars, on the Closing Date, in an aggregate principal amount at any one time
outstanding not to exceed such Tranche E Lender's Pro Rata Share of the Tranche
E Borrowing Base as in effect from time to time; PROVIDED, THAT, in no event
shall (i) the aggregate principal amount of Tranche E Advances outstanding at
any time exceed the Tranche E Sublimit or (ii) the aggregate principal amount of
Tranche E Advances outstanding at any time exceed the Tranche E Borrowing Base.

        (f)     Subject to the terms and conditions of this Loan Agreement,
during such period the Borrowers may (i) borrow, repay and reborrow Tranche A
Advances, Tranche B Advances and Tranche C Advances hereunder and (ii) borrow
and repay Tranche D Advances and Tranche E Advances hereunder. Once repaid, the
Borrowers may not reborrow Tranche D Advances or Tranche E Advances.

        (g)     In no event shall the Lenders be obligated to make an Advance
when any Default or Event of Default has occurred and is continuing, and in no
event shall the aggregate principal amount of all Advances outstanding at any
time exceed the Maximum Credit.

        2.02    EVIDENCE OF DEBT.

        (a)     The Agent shall maintain an account or accounts evidencing the
indebtedness of the Borrowers to each Lender resulting from each Advance made by
such Lender, including the amounts of principal and interest payable and paid to
the Lender from time to time hereunder.

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<PAGE>

        (b)     The entries made in the accounts maintained pursuant to
paragraph (a) of this Section shall be PRIMA FACIE evidence of the existence and
amounts of the obligations recorded therein; PROVIDED that the failure of the
Agent to maintain such accounts or any error therein shall not in any manner
affect the obligation of the Borrowers to repay the Advances in accordance with
the terms of this Loan Agreement.

        (c)     Any Lender may request that the Advances be evidenced by a
promissory note or notes. In such event, the Borrowers shall prepare, execute
and deliver to such Lender a promissory note or notes payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its assigns)
and in a form approved by such Lender. Thereafter, the Advances evidenced by
such promissory note and interest thereon shall at all times be represented by
one or more promissory notes in such form payable to the payee named therein or
its registered assigns.

        2.03    PROCEDURE FOR BORROWING.

        (a)     BORROWING PROCEDURE FOR REQUESTING AN ADVANCE. The
Administrative Borrower may request a borrowing, on any Business Day during the
period from and including the Closing Date to the Termination Date to the extent
set forth above for any Tranche Advance, by delivering to the Agent, with a copy
to the Lenders, an irrevocable Notice of Borrowing, appropriately completed and
with all required supporting documentation, which Notice of Borrowing must be
received (A) with respect to Tranche A Advances and Tranche B Advances, no later
than the times set forth in the Custodial Agreement with respect to the
requested Funding Date and (B) with respect to Tranche C Advances, Tranche D
Advances and Tranche E Advances, no later than 12:00 noon (eastern time) two (2)
Business Days prior to the requested Funding Date (except that the Notice of
Borrowing for the initial funding on the Closing Date may be delivered on the
Closing Date prior to 4:00 p.m. (eastern time)). Such Notice of Borrowing shall
be irrevocable and shall specify (i) the principal amount of the proposed
Tranche Advances, (ii) the use of the proceeds of such proposed Tranche Advances
and (iii) the proposed borrowing date, which must be a Business Day. The Agent
and the Lenders may act without liability upon the basis of written, telecopied
or telephonic notice believed by the Agent in good faith to be from the
Administrative Borrower (or from any Authorized Officer thereof designated in
writing purportedly from the Administrative Borrower to the Agent). The
Borrowers hereby waive the right to dispute the Agent's record of the terms of
any such Notice of Borrowing. The Agent and each Lender shall be entitled to
rely conclusively on any Authorized Officer's authority to request Advances on
behalf of the Borrowers until the Agent receives written notice to the contrary.
The Agent and the Lenders shall have no duty to verify the authenticity of the
signature appearing on any Notice of Borrowing. Except as otherwise provided in
this SECTION 2.03, Advances shall be made ratably in accordance with each
Lender's Pro Rata Share.

        (b)     Each Notice of Borrowing pursuant to this SECTION 2.03 shall be
irrevocable and the Borrowers shall be bound to make a borrowing in accordance
therewith. Each Tranche C Advance, Tranche D Advance and Tranche E Advance shall
be made in a minimum amount of $1,000,000 and shall be in an integral multiple
of $500,000.

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<PAGE>

                (c)     MECHANICS OF ADVANCES.

                (i)     Except as otherwise provided in this SECTION 2.03(C),
        all Advances under this Agreement shall be made by the Lenders
        simultaneously and proportionately to their Pro Rata Shares, it being
        understood that no Lender shall be responsible for any default by any
        other Lender in that other Lender's obligations to make an Advance
        requested hereunder, nor shall the Commitment of any Lender be increased
        or decreased as a result of the default by any other Lender in that
        other Lender's obligation to make an Advance requested hereunder, and
        each Lender shall be obligated to make the Advances required to be made
        by it by the terms of this Loan Agreement regardless of the failure of
        any other Lender to do so.

                (ii)    Notwithstanding any other provision of this Loan
        Agreement, and in order to reduce the number of fund transfers among the
        parties hereto, the Borrowers, the Agent and the Lenders agree that the
        Agent may (but shall not be obligated to), and the Borrowers and the
        Lenders hereby irrevocably authorize the Agent to, fund, on behalf of
        the Lenders, Advances pursuant to SECTION 2.01; PROVIDED, HOWEVER, THAT
        the Agent shall in no event fund such Advances if the Agent shall have
        received written notice from the Required Lenders prior to the funding
        of the proposed Advance that one or more of the conditions precedent
        contained in SECTION 5.01 or SECTION 5.02 will not be satisfied on the
        day of the proposed Advance. If the Administrative Borrower gives a
        Notice of Borrowing requesting an Advance and the Agent elects not to
        fund such Advance on behalf of the Lenders, then promptly after receipt
        of the Notice of Borrowing requesting such Advance, the Agent shall
        notify each applicable Lender of the specifics of the requested Advance
        and that it will not fund the requested Advance on behalf of the
        Lenders. If the Agent notifies the Lenders that it will not fund a
        requested Advance on behalf of the Lenders, each applicable Lender shall
        make its Pro Rata Share of the Advance available to the Agent, in
        immediately available funds, no later than 2:00 p.m. (eastern time)
        (provided that the Agent requests payment from such Lender not later
        than 5:00 p.m. (eastern time) on the prior Business Day) on the date of
        the proposed Advance. The Agent will make the proceeds of such Advances
        available to the Borrowers on the day of the proposed Advance by causing
        an amount, in immediately available funds, equal to the proceeds of all
        such Advances received by the Agent or the amount funded by the Agent on
        behalf of the Lenders to be deposited in the Advance Account.

                (iii)   If the Agent has notified the Lenders that the Agent, on
        behalf of the Lenders, will fund a particular Advance pursuant to
        SECTION 2.03(C)(II), the Agent may assume that such Lender has made such
        amount available to the Agent on such day and the Agent, in its sole
        discretion, may, but shall not be obligated to, cause a corresponding
        amount to be made available to the Borrowers on such day. If the Agent
        makes such corresponding amount available to the Borrowers and such
        corresponding amount is not in fact made available to the Agent by such
        Lender, the Agent shall be entitled to recover such corresponding amount
        on demand from such Lender together with interest thereon, for each day
        from the date such payment was due until the date such amount is paid to
        the Agent, at the Federal Funds Rate for three Business Days and
        thereafter at the Reference Rate plus the Applicable Margin. During the
        period in which such Lender has not paid such corresponding amount to
        the Agent, notwithstanding anything to the contrary

                                       40
<PAGE>

        contained in this Loan Agreement or any other Loan Document, the amount
        so advanced by the Agent to the Borrowers shall, for all purposes
        hereof, be an Advance made by the Agent for its own account. Upon any
        such failure by a Lender to pay the Agent, the Agent shall promptly
        thereafter notify the Administrative Borrower of such failure and the
        Borrowers shall immediately pay such corresponding amount to the Agent
        for its own account.

                (iv)    Nothing in this SECTION 2.03(C) shall be deemed to
        relieve any Lender from its obligations to fulfill its Commitment
        hereunder or to prejudice any rights that the Agent or the Borrowers may
        have against any Lender as a result of any default by such Lender
        hereunder.

                (d)     Upon the Borrowers' request for a borrowing pursuant to
SECTION 2.03(A) above and subject to SECTION 2.03(C) above, each Lender shall,
assuming all conditions precedent set forth in this SECTION 2.03 and in SECTIONS
5.01 and 5.02 have been met, and provided no Default shall have occurred and be
continuing (in accordance with SECTION 2.01), (A) with respect to Tranche A
Advances and Tranche B Advances, not later than the time set forth in the
Custodial Agreement on the requested Funding Date, and (B) with respect to
Tranche C Advances, Tranche D Advances and Tranche E Advances, not later than
3:00 p.m. (eastern time) on the requested Funding Date, make an Advance
(determined by the Agent) in an amount equal to such Lender's Pro Rata Share and
which would not cause the aggregate amount of Advances then outstanding to
exceed the lesser of (x) the Maximum Credit or (y) the Borrowing Base shown on
the latest calculation of the Borrowing Base provided to the Agent and the
Lenders. Subject to the foregoing, such borrowing will be made available to the
Borrowers in accordance with SECTION 2.03(C) via wire transfer to the applicable
Advance Account in funds immediately available to the Borrowers.

                2.04    LIMITATION ON TYPES OF ADVANCES; ILLEGALITY. Anything
herein to the contrary notwithstanding, if, on or prior to the determination of
any LIBO Base Rate:

                (a)     any Lender determines, which determination shall be
conclusive, that quotations of interest rates for the relevant deposits referred
to in the definition of "LIBO Base Rate" in SECTION 1.01 hereof are not being
provided in the relevant amounts or for the relevant maturities for purposes of
determining rates of interest for Advances as provided herein; or

                (b)     any Lender determines, which determination shall be
conclusive, that the Applicable Margin plus the relevant rate of interest
referred to in the definition of "LIBO Base Rate" in SECTION 1.01 hereof upon
the basis of which the rate of interest for Advances is to be determined is not
likely adequately to cover the cost to such Lender of making or maintaining
Advances; or

                (c)     it becomes unlawful for such Lender to make or maintain
Advances hereunder using a LIBO Rate;

then such Lender shall give the Agent and the Administrative Borrower prompt
notice thereof and, so long as such condition remains in effect, the Lenders
shall not make additional Advances, and the Borrowers shall, at their option,
either prepay such Advances or pay interest on such

                                       41
<PAGE>

Advances at a rate per annum as determined by such Lender taking into account
the increased cost to such Lender of making and maintaining the Advances.

                2.05    REPAYMENT OF ADVANCES; INTEREST.

                (a)     Each Borrower hereby unconditionally promises to pay in
full on the Termination Date the then aggregate outstanding principal amount of
the Advances and all other Obligations due under this Loan Agreement and the
other Loan Documents.

                (b)     The Borrowers shall pay to the Agent for the account of
the Lenders interest on the unpaid principal amount of each Advance for the
period from and including the date of such Advance to but excluding the date
such Advance shall be paid in full, at a rate per annum equal to the LIBO Rate
plus the Applicable Margin. Notwithstanding the foregoing, the Borrowers shall
pay to the Agent for the account of the Lenders interest at the applicable
Post-Default Rate on any principal of any Advance and on any other amount
payable by the Borrowers hereunder, that shall not be paid in full when due
(whether at stated maturity, by acceleration or by mandatory prepayment or
otherwise), for the period from and including the due date thereof to but
excluding the date the same is paid in full. Accrued interest on each Advance as
calculated in SECTION 2.05(B) above shall be payable on each applicable Payment
Date and on the Termination Date, except that interest payable at the
Post-Default Rate shall accrue daily and shall be payable promptly upon receipt
of invoice. Promptly after the determination of any interest rate provided for
herein or any change therein, the Lender shall give written notice thereof to
the Borrower.

                2.06    MANDATORY PREPAYMENT.

                (a)     The Agent shall, on the Business Day prior to each
applicable Payment Date (and may on any other Business Day), deliver to the
Administrative Borrower a calculation of the Tranche A Borrowing Base, Tranche B
Borrowing Base, Tranche C Borrowing Base, Tranche D Borrowing Base and Tranche E
Borrowing Base. Such information shall be ascertained from the Servicing
Transmission which shall be delivered or caused to be delivered by the Borrowers
in accordance with SECTION 7.22 and such other information as the Agent shall
determine. In the event that such calculations indicate or if at any time (i)
the aggregate outstanding principal amount of Tranche A Advances exceeds the
Tranche A Borrowing Base, (ii) the aggregate outstanding principal amount of
Tranche B Advances exceeds the Tranche B Borrowing Base, (iii) the aggregate
outstanding principal amount of Tranche C Advances exceeds the Tranche C
Borrowing Base, (iv) the aggregate outstanding principal amount of Tranche D
Advances exceeds the Tranche D Borrowing Base or (v) the aggregate outstanding
principal amount of Tranche E Advances exceeds the Tranche E Borrowing Base
(each, a "BORROWING BASE Deficiency"), as determined by the Agent and notified
to the Administrative Borrower on any Business Day, the Borrowers shall no later
than two (2) Business Days after receipt of such written notice by the
Administrative Borrower, prepay the Advances in part or in whole, such that
after giving effect to such prepayment a Borrowing Base Deficiency no longer
exists. To the extent that there are Borrowing Base Deficiencies with respect to
more than one Tranche Advance, funds on deposit in the Control Accounts shall be
applied as follows: (A) funds on deposit in the Mortgage Collection Account
shall be applied FIRST to cure any Borrowing Base Deficiency with respect to
Tranche A Advances and Tranche B Advances, SECOND to cure

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<PAGE>

any Borrowing Base Deficiency with respect to Tranche C Advances, THIRD to cure
any Borrowing Base Deficiency with respect to Tranche D Advances and FOURTH to
cure any Borrowing Base Deficiency with respect to Tranche E Advances; (B) funds
on deposit in the IOS Account in respect of the IOS shall be applied as set
forth in SECTION 2.06(D) or SECTION 2.06(H), as applicable; (C) funds on deposit
in the Servicing Reimbursement Account shall be applied as set forth in SECTION
2.06(F); provided, THAT, with respect to the proceeds of any sale or sales of
the Servicing Rights or Servicing Reimbursement Rights by any Borrower, the
proceeds thereof shall be applied in accordance with SECTION 2.06(E) hereof and
(D) following payment in full of the Greenwich Pre-Petition Loan Agreement,
funds on deposit in the 2003-2 Collection Account shall be applied FIRST to cure
any Borrowing Base Deficiency with respect to Tranche E Advances and SECOND to
cure any other Borrowing Base Deficiency. Notwithstanding the forgoing, to the
extent that the Tranche A Borrowing Base exceeds the outstanding Tranche A
Advances, the Tranche B Borrowing Base exceeds the outstanding Tranche B
Advances and / or the Tranche C Borrowing Base exceeds the outstanding Tranche C
Advances (such excess, a "BORROWING BASE SURPLUS"), then, to the extent that and
for so long as such Borrowing Base Surplus exceeds the aggregate amount of the
Borrowing Base Deficiency with respect to the Tranche A Facility, the Tranche B
Facility and / or the Tranche C Facility, as applicable, then such deficiency
with respect to the Tranche A Facility, the Tranche B Facility and/or the
Tranche C Facility, as applicable, shall not be deemed to be a Borrowing Base
Deficiency hereunder.

                (b)     CASH SWEEP. Not later than the second Business Day
following notice by the Agent (such notice to be provided no more than three
times during any month), the Borrowers shall prepay the Advances, as determined
by the Agent, in an amount equal to the aggregate amount of Unrestricted Cash
and Cash Equivalents of the Borrowers in excess of $15,000,000; PROVIDED, THAT,
such amounts shall not be applied to the prepayment of the Tranche D Advances or
the Tranche E Advances unless there are no outstanding Tranche A Advances,
Tranche B Advances or Tranche C Advances.

                (c)     ASSET DISPOSITIONS. Immediately upon any Disposition
(subject to compliance with SECTION 2.06(A), (E) and (F), other than any
Permitted Disposition) by any Borrower, the Borrowers shall prepay the
outstanding principal of the Advances, as determined by the Agent, together with
accrued and unpaid interest thereon, in an amount equal to 100% of the Net Cash
Proceeds received by any Borrower in connection with any such event.

                (d)     PROCEEDS UP TO $75,000,000 RECEIVED IN RESPECT OF IOS.
Upon each Payment Date with respect to Tranche C Advances, with respect to the
first $75,000,000 in the aggregate of such proceeds and amounts, the proceeds
received by the Borrowers in respect of the IOS, if any, together with any
amounts on deposit in the IOS Account in respect of the IOS, shall prepay the
Obligations and be allocated to the Borrowers in the following order of
priority:

                (i)     to the extent not paid pursuant to any other provision
        of this SECTION 2.06, to pay accrued and unpaid fees and expenses of the
        Agent and the Lenders;

                (ii)    to pay accrued interest on the Tranche C Advances and
        the Tranche D Advances and, to the extent not paid pursuant to any other
        provision of this SECTION 2.06, accrued interest on the Tranche A
        Advances, the Tranche B Advances and the Tranche E Advances;

                                       43
<PAGE>

                (iii)   to prepay outstanding Tranche C Advances in an amount
        equal to the greater of (A) the amount necessary to reduce the
        outstanding Tranche C Advances to the Tranche C Borrowing Base and (B)
        $3,000,000 (the parties expect that approximately $2,000,000 will be
        applied from the distributions on the IOS occurring on the 15th of each
        month and approximately $1,000,000 will be applied from the
        distributions on the IOS occurring on the 25th of each month);

                (iv)    to pay outstanding Clearwing Indemnification Expense
        Liabilities in an aggregate amount during any month not to exceed the
        Clearwing Current-Pay Expense Cap for such month;

                (v)     to the Borrowers, an amount equal to (A) the IOS cash
        flow set forth in the Budget to be used for working capital for such
        month PLUS (B) such amounts expended by the Borrowers, consistent with
        past practices and approved by the Agent, to repurchase loans or REO (as
        defined in the Custodial Agreement) from the Securitization Trusts or
        for other loss mitigation activities (such as forbearances or deferrals)
        to allow such trusts to release cash to the IOS holder LESS (C) any
        amounts paid under CLAUSE (IV) of this SECTION 2.06(D) during such
        month;

                (vi)    to the extent necessary, to prepay Tranche C Advances to
        55% of the Tranche C Borrowing Base value for the IOS; and

                (vii)   all remaining cash proceeds shall be allocated (A) 55%
        to the Lenders to prepay FIRST, Tranche C Advances until the Tranche C
        Advances are paid in full, SECOND, Tranche A Advances and Tranche B
        Advances until the Tranche A Advances and Tranche B Advances are paid in
        full, and THIRD Tranche D Advances and Tranche E Advances, as determined
        by the Agent, and (B) 45% FIRST, to pay any outstanding Clearwing
        Indemnification Expense Liabilities, and SECOND, to the Borrowers for
        general corporate purposes in accordance with the Budget.

                (e)     SALE OF SERVICING RIGHTS OR SERVICING REIMBURSEMENT
RIGHTS. Immediately upon any sale or sales (any such date, a "SALE DATE") of the
Servicing Rights or Servicing Reimbursement Rights by any Borrower, the proceeds
shall be used by the Borrowers to prepay the outstanding principal of the
Advances, together with accrued and unpaid interest thereon, and be allocated to
the Borrowers in the following order of priority:

                (i)     to pay any outstanding fees or expenses of the Specified
        Monolines (other than Radian Asset Assurance Inc.) in an aggregate
        amount not to exceed $1,000,000 for all such payments under this Section
        2.06(e)(i);

                (ii)    to pay any fees or expenses of the Agent or the Lenders
        then due and payable hereunder;

                (iii)   to cure any Borrowing Base Deficiency;

                (iv)    to prepay the Tranche D Advances until the Tranche D
        Advances are paid in full;

                                       44
<PAGE>

                (v)     to prepay the Tranche C Advances in an amount equal to
        $2,000,000;

                (vi)    to the Borrowers, $7,000,000 for general corporate
        purposes in accordance with the Budget;

                (vii)   to prepay the Tranche C Advances in an amount equal to
        the amount paid pursuant to SECTION 2.06(E)(I);

                (viii)  up to $2,000,000 in proceeds shall be applied 50% to
        prepay the Tranche C Advances and 50% to the Borrowers for general
        corporate purposes in accordance with the Budget; and

                (ix)    all remaining proceeds shall be applied 67% to prepay
        the Tranche C Advances and 33% to the Borrowers for general corporate
        purposes in accordance with the Budget.

                (f)     SERVICING REIMBURSEMENT ACCOUNT. Upon each Payment Date
with respect to Tranche D Advances, to the extent not subject to SECTION
2.06(E), the proceeds received by the Borrowers in respect of the Servicing
Reimbursement Rights, if any, together with any amounts on deposit in the
Servicing Reimbursement Account shall prepay the Obligations and be allocated to
the Borrowers in the following order of priority:

                (i)     to pay any fees or expenses of the Agent or the Lenders
        then due and payable hereunder;

                (ii)    to pay accrued interest on the Tranche E Advances;

                (iii)   to cure any Borrowing Base Deficiency; and

                (iv)    all remaining amounts shall be provided to the Borrowers
        to be used in accordance with the Budget.

                (g)     TRANCHE E PREPAYMENTS. After payment in full of the
Greenwich Pre-Petition Loan Agreement, immediately upon receipt of proceeds of
Collateral included in the Tranche E Borrowing Base, the Borrowers shall prepay
the Tranche E Advances in an amount equal to such proceeds. Subject to
compliance with SECTION 2.06(A), any proceeds of Collateral included in the
Tranche E Borrowing Base after payment in full of the Tranche E Advances shall
be remitted to the Borrowers for general corporate purposes.

                (h)     PROCEEDS IN EXCESS OF $75,000,000 RECEIVED IN RESPECT OF
IOS. Upon each Payment Date with respect to Tranche C Advances occurring after
an aggregate of $75,000,000 of proceeds in respect of the IOS and amounts on
deposit in the IOS Account in respect of the IOS have been applied in accordance
with SECTION 2.06(D), the Borrowers shall prepay the Obligations and make the
other fundings described below in the following order of priority:

                (i)     to the extent not paid pursuant to any other provision
        of this SECTION 2.06, to pay accrued and unpaid fees and expenses of the
        Agent and the Lenders;

                                       45
<PAGE>

                (ii)    to the extent not paid pursuant to any other provision
        of this SECTION 2.06, FIRST to pay accrued interest on the Tranche C
        Advances, the Tranche D Advances and the Tranche E Advances and SECOND
        to pay accrued interest on the Tranche A Advances and the Tranche B
        Advances;

                (iii)   to prepay outstanding Tranche E Advances until paid in
        full, with a corresponding permanent reduction in the Tranche E
        Sublimit;

                (iv)    to prepay outstanding Tranche D Advances until paid in
        full, with a corresponding permanent reduction in the Tranche D
        Sublimit;

                (v)     to prepay outstanding Tranche C Advances until paid in
        full, with a corresponding permanent reduction in the Tranche C
        Sublimit;

                (vi)    an amount equal to $3,000,000, to be held by the Agent
        as cash collateral to secure the Obligations;

                (vii)   to pay outstanding Clearwing Indemnification Expense
        Liabilities in an aggregate amount during any month not to exceed the
        Clearwing Current-Pay Expense Cap for such month; and

                (viii)  the remainder to fund in accordance with the Orders an
        escrow account to which the Liens of the Agent and the Collateralized
        Sub-debt Trustees (as defined in the Orders) shall attach.

                2.07    OPTIONAL PREPAYMENTS.

                (a)     The Advances are prepayable without premium or penalty,
in whole or in part on each Payment Date. The Advances are prepayable at any
other time, in whole or in part, in accordance herewith and subject to clause
(b) below. Amounts repaid may be reborrowed in accordance with the terms of this
Loan Agreement to the extent permitted under SECTION 2.01(F). If the Borrowers
intend to prepay an Advance in whole or in part from any source other than as
required under SECTION 2.06, the Administrative Borrower shall give two (2)
Business Days' prior written notice thereof to the Lenders. If such notice is
given, the amount specified in such notice shall be due and payable on the date
specified therein, together with accrued interest to such date on the amount
prepaid. Partial prepayments shall be in an aggregate principal amount of at
least $100,000.

                (b)     If the Borrowers make a prepayment of the Advances on
any day which is not a Payment Date, the Borrowers shall indemnify the Agent and
the Lenders and hold the Agent and the Lenders harmless from any actual loss or
expense which the Agent or such Lender may sustain or incur arising from (a) the
re-employment of funds obtained by the Agent or any Lender to maintain the
Advances hereunder or from (b) fees payable to terminate the deposits from which
such funds were obtained, in either case, which actual loss or expense shall be
equal to an amount equal to the excess, as reasonably determined by the Agent or
such Lender, of (i) its cost of obtaining funds for such Advances for the period
from the date of such payment through the following Payment Date over (ii) the
amount of interest likely to be realized by such Lender

                                       46
<PAGE>

in redeploying the funds not utilized by reason of such payment for such period.
This SECTION 2.07 shall survive termination of this Loan Agreement and payment
of the Advances.

                (c)     This Loan Agreement may be terminated by the Borrowers
at any time upon payment in full in cash of all Obligations, including all
payments required to be made under SECTIONS 2.05, 3.06 and 3.07 of this Loan
Agreement.

                2.08    REQUIREMENTS OF LAW.

                (a)     If any Requirement of Law (other than with respect to
any amendment made after the Closing Date to the Agent's or any Lender's
certificate of incorporation and by-laws or other organizational or governing
documents) or any change in the interpretation or application thereof or
compliance by the Agent or any Lender with any request or directive (whether or
not having the force of law) from any central bank or other Governmental
Authority made subsequent to the date hereof:

                (i)     shall subject any Lender-Related Party to any tax of any
        kind whatsoever with respect to this Loan Agreement or any Advance made
        by it (excluding net income taxes) or change the basis of taxation of
        payments to any Lender-Related Party in respect thereof;

                (ii)    shall impose, modify or hold applicable any reserve,
        special deposit, compulsory advance or similar requirement against
        assets held by deposits or other liabilities in or for the account of
        Advances or other extensions of credit by, or any other acquisition of
        funds by any office of any Lender-Related Party which is not otherwise
        included in the determination of the LIBO Base Rate hereunder; or

                (iii)   shall impose on any Lender-Related Party any other
        condition;

and the result of any of the foregoing is to increase the cost to the Agent or
any Lender, by an amount which the Agent or such Lender deems to be material, of
making, continuing or maintaining any Advance or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrowers shall
promptly pay the Agent or such Lender such additional amount or amounts as will
compensate the Agent or such Lender, on an after-Tax basis, for such increased
cost or reduced amount receivable thereafter incurred.

                (b)     If the Agent or any Lender shall have determined that
the adoption of or any change in any Requirement of Law (other than with respect
to any amendment made after the Closing Date to the Agent's or any Lender's
certificate of incorporation and by-laws or other organizational or governing
documents) regarding capital adequacy or in the interpretation or application
thereof or compliance by any Lender-Related Party or any corporation controlling
any Lender-Related Party with any request or directive regarding capital
adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such corporation's or any Lender-Related Party's capital
as a consequence of any obligations hereunder to a level below that which such
corporation or any Lender-Related Party (taking into consideration such
corporation's or any Lender-Related Party's policies with respect to capital
adequacy) by an amount deemed by the Agent or such Lender to be material, then
from time to time, the Borrowers shall promptly

                                       47
<PAGE>

pay to the Agent or such Lender such additional amount or amounts as will
thereafter compensate the Agent or such Lender for such reduction.

                (c)     If the Agent or any Lender becomes entitled to claim any
additional amounts pursuant to this subsection, it shall promptly notify the
Administrative Borrower of the event by reason of which it has become so
entitled. A certificate as to any additional amounts payable pursuant to this
subsection submitted by the Agent or such Lender to the Administrative Borrower
shall be conclusive in the absence of manifest error.

                2.09    PURPOSE OF ADVANCES.

                Each Advance shall be used in accordance with SECTION 7.15.

                SECTION 3. PAYMENTS; COMPUTATIONS; TAXES.

                3.01    PAYMENTS. Except to the extent otherwise provided
herein, all payments of principal, interest and other amounts to be made by the
Borrowers under this Loan Agreement, shall be made in Dollars, in immediately
available funds, without deduction, set-off or counterclaim, to the IOS Account,
the Mortgage Collection Account, the Servicing Reimbursement Account or the
2003-2 Collection Account, as applicable, not later than 12:00 noon, eastern
time, on the date on which such payment shall become due (each such payment made
after such time on such due date to be deemed to have been made on the next
succeeding Business Day). Each Borrower acknowledges that it has no rights of
any kind with respect to the foregoing accounts (including, without limitation,
any right of withdrawal therefrom); PROVIDED, THAT, absent a Default or Event of
Default, the Agent shall release to the Borrowers all funds not otherwise
required to be applied to the Obligations.

                3.02    SHARING OF PAYMENTS, ETC. Except as provided in SECTION
2.08 hereof, if any Lender shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) on
account of any Obligation (other than Loan Sale Obligations) in excess of its
Pro Rata Share on account of similar obligations obtained by all the Lenders,
such Lender shall forthwith purchase from the other Lenders such participations
in such similar obligations held by them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to
such Lender's ratable share (according to the proportion of (i) the amount of
such Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender of any interest or other amount paid by the purchasing Lender
in respect of the total amount so recovered). The Borrowers agree that any
Lender so purchasing a participation from another Lender pursuant to this
SECTION 3.02 may, to the fullest extent permitted by law, exercise all its
rights (including the Lender's right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrowers in the amount of such participation.

                3.03    APPORTIONMENT OF PAYMENTS.

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<PAGE>

                (a)     All payments of principal and interest in respect of
outstanding Advances, all payments of fees (other than the fees set forth in
SECTION 3.07(C) hereof) and all other payments in respect of any other
Obligations, shall be allocated by the Agent among such of the Lenders as are
entitled thereto, in proportion to their respective Pro Rata Shares or otherwise
as provided herein or, in respect of payments not made on account of the
Advances as designated by the Person making payment when the payment is made.
The Agent will promptly distribute any such payment to each Lender, as
appropriate, within one (1) Business Day of receipt. So long as no Event of
Default shall have occurred and be continuing, the Agent shall, subject to the
provisions of this Agreement, apply all payments in respect of any Obligations
and all proceeds of the Collateral as follows:

                (i)     with respect to payments of Tranche A Advances and
        Tranche B Advances, FIRST, to pay the Obligations in respect of any
        fees, expense reimbursements, indemnities and other amounts then due to
        the Agent, as Agent, until paid in full; SECOND, to pay the Obligations
        in respect of any fees, expense reimbursements and indemnities then due
        to the Lenders until paid in full; THIRD, to pay any fees and expenses
        then due to the Custodian until paid in full; FOURTH, to pay any fees
        and expenses then due to the Servicer until paid in full; FIFTH, ratably
        to pay interest due in respect of the Tranche A Advances and Tranche B
        Advances until paid in full; and SIXTH, ratably to pay principal of the
        Tranche A Advances and Tranche B Advances until paid in full;

                (ii)    with respect to payments of Tranche C Advances and
        Tranche D Advances, as set forth in SECTION 2.06; and

                (iii)   with respect to Tranche E Advances, as set forth in the
        Greenwich Pre-Petition Servicing Agreement.

                (b)     After the occurrence and during the continuance of an
Event of Default or on the Termination Date, the Agent may, and upon the
direction of the Required Lenders shall, apply all payments in respect of any
Obligations and all proceeds of the Collateral, subject to the provisions of
this Agreement (including, without limitation, SECTION 4.01(K) hereof) (i)
FIRST, to pay the Obligations in respect of any fees, expense reimbursements,
indemnities and other amounts then due to the Agent, as Agent, until paid in
full; (ii) SECOND, to pay the Obligations in respect of any fees, expense
reimbursements and indemnities then due to the Lenders until paid in full; (iii)
THIRD, to pay interest due in respect of the Advances and Agent Advances, as
determined by the Agent, until paid in full; (iv) FOURTH, to pay principal of
the Advances and Agent Advances, as determined by the Agent, until paid in full;
(v) FIFTH, to the ratable payment of all other Obligations (other than,
Clearwing Deferred Payoff Obligations, Patriot Deferred Payoff Obligations and
Clearwing Indemnification Liabilities) then due and payable, (vi) SIXTH, to pay
all Clearwing Deferred Payoff Obligations and Patriot Deferred Payoff
Obligations then owing, pro rata in accordance with the respective amounts of
the Clearwing Deferred Payoff Obligations and Patriot Deferred Payoff
Obligations and (vii) SEVENTH, to pay all Clearwing Indemnification Liabilities
then due and payable, as certified by Clearwing to the Agent (the Borrowers
hereby acknowledge, without waiving any of the Borrowers' rights against
Clearwing, that the Agent may conclusively rely on such certification).

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<PAGE>

                3.04    COMPUTATIONS. Interest on the Advances shall be computed
on the basis of a 360-day year for the actual days elapsed (including the first
day but excluding the last day) occurring in the period for which payable.

                3.05    JOINT AND SEVERAL LIABILITY OF BORROWERS.

                (a)     Notwithstanding anything in this Loan Agreement or any
other Loan Document to the contrary, each of the Borrowers hereby accepts joint
and several liability hereunder and under the other Loan Documents in
consideration of the financial accommodations to be provided by the Agent and
the Lenders under this Loan Agreement and the other Loan Documents, for the
mutual benefit, directly and indirectly, of each of the Borrowers and in
consideration of the undertakings of the other Borrowers to accept joint and
several liability for the Obligations. Each of the Borrowers, jointly and
severally, hereby irrevocably and unconditionally accepts, not merely as a
surety but also as a co-debtor, joint and several liability with the other
Borrowers, with respect to the payment and performance of all of the Obligations
(including, without limitation, any Obligations arising under this SECTION
3.05), it being the intention of the parties hereto that all the Obligations
shall be the joint and several obligations of each of the Borrowers without
preferences or distinction among them. If and to the extent that any of the
Borrowers shall fail to make any payment with respect to any of the Obligations
as and when due or to perform any of the Obligations in accordance with the
terms thereof, then in each such event the other Borrowers will make such
payment with respect to, or perform, such Obligation. Subject to the terms and
conditions hereof, the Obligations of each of the Borrowers under the provisions
of this SECTION 3.05 constitute the absolute and unconditional, full recourse
Obligations of each of the Borrowers enforceable against each such Person to the
full extent of its properties and assets, irrespective of the validity,
regularity or enforceability of this Agreement, the other Loan Documents or any
other circumstances whatsoever.

                (b)     The provisions of this SECTION 3.05 are made for the
benefit of the Agent, the Lenders and their successors and assigns, and may be
enforced by them from time to time against any or all of the Borrowers as often
as occasion therefor may arise and without requirement on the part of the Agent,
the Lenders or such successors or assigns first to marshal any of its or their
claims or to exercise any of its or their rights against any of the other
Borrowers or to exhaust any remedies available to it or them against any of the
other Borrowers or to resort to any other source or means of obtaining payment
of any of the Obligations hereunder or to elect any other remedy. The provisions
of this SECTION 3.05 shall remain in effect until all of the Obligations shall
have been paid in full or otherwise fully satisfied.

                (c)     Each of the Borrowers hereby agrees that it will not
enforce any of its rights of contribution or subrogation against the other
Borrowers with respect to any liability incurred by it hereunder or under any of
the other Loan Documents, any payments made by it to the Agent or the Lenders
with respect to any of the Obligations or any Collateral until such time as all
of the Obligations have been paid in full in cash. Any claim which any Borrower
may have against any other Borrower with respect to any payments to the Agent or
the Lenders hereunder or under any other Loan Documents are hereby expressly
made subordinate and junior in right of payment, without limitation as to any
increases in the Obligations arising hereunder or thereunder, to the prior
payment in full in cash of the Obligations.

                                       50
<PAGE>

                3.06    U.S. TAXES.

                (a)     Except as required by applicable law, any and all
payments by or on account of any Obligation of the Borrowers hereunder shall be
made free and clear of and without deduction for any Taxes; provided, however,
that if any deduction of Indemnified Taxes shall be required, then (i) the
Borrowers shall increase the sum payable so that after all required deductions
(including deductions applicable to additional sums payable under this SECTION
3.06) the Agent, the Lenders and each of their respective Tax Related Persons
receives and retains (after withholding and payment of all Taxes, including
income Taxes) an amount equal to the sum it would have received and retained had
no such deductions been made, (ii) the Borrowers or the Agent shall make such
deductions and (iii) the Borrowers or the Agent shall pay the full amount
deducted to the relevant Governmental Authorities in accordance with applicable
law.

                (b)     In addition, each Borrower shall pay all Other Taxes to
the relevant Governmental Authorities in accordance with applicable law.

                (c)     Each Borrower shall indemnify the Agent and each Lender
(including for these purposes a Participant), within ten days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
paid or incurred by the Agent or such Lender or their respective Tax Related
Persons, as the case may be, relating to, arising out of, or in connection with,
this Loan Agreement, the Note, any other Loan Document or any payment or
transaction contemplated hereby or thereby, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. Such indemnification shall be made on an
after-Tax basis, such that after all required deductions and payments of all
Taxes (including deductions applicable to amounts payable under this SECTION
3.06 and income Taxes) and payment of all reasonable expenses, the Agent, the
Lenders and each of their respective Tax Related Persons receives and retains an
amount equal to the sum it would have received and retained had it not paid or
incurred or been subject to such Indemnified Taxes or Other Taxes. The written
demand shall include a certificate setting forth the amount of such Indemnified
Taxes and/or Other Taxes. Such certificate shall be conclusive, absent manifest
error. For purposes of this SECTION 3.06 and any provision of any Loan Document
requiring payment by the Borrowers on an after-Tax basis, the indemnitee or
recipient of such payment (or its Tax Related Persons, as applicable) shall be
conclusively presumed to be subject to current income taxation at the highest
marginal rate applicable to persons of the indemnitee's classification (e.g.,
individual, corporation or trust).

                (d)     As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower
shall deliver to the Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment or other evidence of such
payment reasonably satisfactory to the Agent.

                (e)     To the extent legally entitled to do so, the Agent and
each Lender shall furnish to the Administrative Borrower and Agent (as
applicable) Internal Revenue Service Forms W-8BEN, W-8ECI, W-8IMY or W-9 to the
extent necessary to obtain a reduction of or exemption from withholding taxes
imposed by the United States of America with respect to payments made by the
Borrowers or the Agent under any Loan Document. Each Lender and the Agent shall
provide such forms prior to the first interest payment date after becoming a
party to

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<PAGE>

this Agreement and when reasonably and timely requested by the Administrative
Borrower or the Agent (as applicable). "United States persons" (within the
meaning of Code section 7701(a)(30)) that are "exempt recipients" (within the
meaning of Treasury Regulations section 1.6049-4(c)(1)(ii) (without regard to
the second sentence thereof)) shall not be required to furnish an Internal
Revenue Service Form W-9, except to the extent required under Treasury
Regulations section 1.1441-1(d)(4) (if applicable). None of the Agent, any
Lender or any Tax Related Person shall be required to make available any
information that it deems confidential to the Borrowers or to any other Person.

                3.07    FEES. The Borrowers shall pay to the Agent the following
fees and charges, which fees and charges shall be non-refundable when paid
(irrespective of whether this Agreement is terminated thereafter):

                (a)     FACILITY FEE. The Borrowers shall pay to the Agent for
the account of the Lenders a facility fee (the "FACILITY FEE") equal to (x) if
the Obligations (other than Clearwing Deferred Payoff Obligations, Patriot
Deferred Payoff Obligations and Clearwing Indemnification Liabilities) are paid
in full by September 30, 2005 and no Event of Default has occurred prior to such
date, $15,000,000 and (y) in all other cases, $17,500,000, which Facility Fee
will be earned and payable as follows:

                (i)     upon entry of the Interim Order by the Bankruptcy Court,
        the Facility Fee then earned shall be an amount equal to $6,300,000 (the
        "INTERIM FEE AMOUNT") of which (A) $2,450,000 shall be payable upon
        entry of the Interim Order and (B) if the Final Order is not entered by
        March 9, 2005, the remaining unpaid amount of the Interim Fee Amount
        shall be paid on the Termination Date; and

                (ii)    upon entry of the Final Order by the Bankruptcy Court,
        the entire amount of the Facility Fee shall be fully earned and, to the
        extent not previously paid pursuant to clause (i) of this SECTION
        3.07(A), shall be payable as follows:

                (1)     on each Payment Date with respect to Tranche D Advances
                        beginning March 4, 2005 (each a "WEEKLY FEE PAYMENT
                        DATE"), an amount equal to (x) $500,000 DIVIDED BY (y)
                        the number of Payment Dates with respect to Tranche D
                        Advances in such month (each a "WEEKLY FACILITY FEE
                        PAYMENT"); PROVIDED, THAT the Borrowers shall be
                        permitted to defer payment of up to two Weekly Facility
                        Fee Payments so long as each such deferred Weekly
                        Facility Fee Payment is paid by the earlier of (A) 60
                        days after the Weekly Fee Payment Date on which such
                        deferred Weekly Fee Payment was originally due and (B)
                        the Termination Date; and

                (2)     on the earlier of (A) the Termination Date and (B)
                        December 30, 2005, the remaining unpaid amount of the
                        Facility Fee LESS (x) $300,000 (representing a partial
                        credit for the Repurchase Fee), (y) the unused portion
                        of the Retainer (as defined in that certain letter
                        agreement, dated as of January 14, 2005, between ABFS
                        and Greenwich) and (z) the CIT Credit.

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<PAGE>

                All Lenders may in their discretion with 30 days notice to the
Borrowers increase Tranche C Advances to pay to all Lenders any due and unpaid
portion of the Facility Fee, however, such Tranche C Advances (w) shall, to the
extent outstanding on September 30, 2005, accrue interest at the Applicable
Margin for Tranche A Advances from and after the later of (A) September 30, 2005
and (B) the date on which such Tranche C Advances were made or deemed made, (x)
shall be deemed to be the last Tranche C Advances repaid, (y) shall not be
considered Tranche C Advances for purposes of determining compliance with the
Tranche C Borrowing Base or Tranche C Sublimit, but (z) shall be considered
Tranche C Advances for purposes of determining compliance with the Maximum
Credit and the calculation of Availability.

                (b)     NON-USAGE FEE. For the account of the Lenders, on each
Monthly Fee Payment Date beginning June 1, 2005 and on the Termination Date, the
Agent shall determine the average daily utilization by the Borrowers during the
preceding calendar month period (or, with respect to the Termination Date,
during the period from the date through which the last non-usage fee calculation
has been made to the Termination Date) by dividing (a) the sum of the Advances
outstanding as of the close of business on each day during such period, by (b)
the number of days in such period. If such average amount determined for any
period as a percentage of the Maximum Credit (the "UTILIZATION PERCENTAGE") is
less than 100%, the Borrowers shall pay to the Agent for the account of the
Lenders on such Monthly Fee Payment Date or Termination Date, a non-utilization
fee equal to the product of (i) 0.50% per annum, TIMES (ii) the Maximum Credit,
TIMES (iii) 1 minus the Utilization Percentage (the "NON-USAGE FEE"). All
payments shall be made to the Agent in Dollars, in immediately available funds,
without deduction, setoff or counterclaim. The Agent may, in its sole
discretion, net such Non-Usage Fee from the proceeds of any Advance made to the
Borrowers hereunder if not previously paid by the Borrowers and shall reflect
any such netting in a notice to the Borrowers.

                (c)     MONITORING FEES. On each Monthly Fee Payment Date and
the Termination Date, the Borrowers shall pay to the Agent a monitoring fee in
an amount equal to $20,000 per month.

                (d)     AUDIT, APPRAISAL, AND VALUATION CHARGES. Audit,
appraisal, and valuation fees and charges for each financial audit of any
Borrower or the Collateral, expenses incurred by any Lender-Related Party for
the establishment of electronic collateral reporting systems, to appraise the
Collateral, or any portion thereof, or to monitor or assess the performance of
any Borrower under any of the Loan Documents.

                SECTION 4. COLLATERAL SECURITY AND ADMINISTRATIVE PRIORITY.

                4.01    COLLATERAL; SECURITY INTEREST.

                (a)     Pursuant to the Custodial Agreement, the Custodian shall
hold the Mortgage File and all the Mortgage Loan Documents as exclusive bailee
and agent for the Agent, for the benefit of the Secured Parties, pursuant to the
terms of the Custodial Agreement.

                (b)     Pursuant to and as provided in the Orders, as security
for the full and timely payment and performance of all of the Obligations, each
Borrower hereby as of the

                                       53
<PAGE>

Closing Date assigns, pledges, transfers and grants to the Agent, for the
benefit of the Secured Parties, pursuant to Section 364 of the Bankruptcy Code,
a perfected security interest in and to and Lien on all of its right, title and
interest in, to and under all the Collateral, whether now owned or hereafter
acquired, now existing or hereafter created and wherever located, to secure the
payment of the Obligations. Each Borrower agrees to mark its computer records
and tapes to evidence the security interests granted to the Agent, for the
benefit of the Secured Parties, hereunder.

                (c)     Each Borrower agrees to direct and to cause the
Servicer, each Approved Mortgage Originator and each other Affiliate of any
Borrower to direct all Mortgagors to remit all payments in respect of the
Collateral to Control Accounts.

                (d)     Upon entry of the Interim Order (and the Final Order, as
applicable) and pursuant to its terms, the Lien and security interest in favor
of the Agent referred to in SECTION 4.01(B) hereof shall be a valid, binding,
enforceable and perfected Lien and security interest in favor of the Agent in
the Collateral, prior to all other Liens and security interests in the
Collateral (including, without limitation, the Lien securing the obligations
under the Collateralized Sub-debt Indentures) except for Liens existing on the
Effective Date securing the Senior Claims set forth on SCHEDULE F. Subject to
SECTION 4.01(K), the Lien in favor of the Agent on the IOS shall be at all times
a valid, binding, enforceable and perfected first-priority Lien. Such Liens and
security interests and their priority shall remain in effect until the
Commitments have been terminated and all Obligations have been repaid in cash in
full.

                (e)     Notwithstanding anything herein to the contrary (i) all
Proceeds received by the Agent and the Lenders from the Collateral subject to
the Liens granted by the Borrowers in this SECTION 4.01 and in each other Loan
Document and by the Interim Order (and the Final Order, as applicable) following
an Event of Default shall be subject to the prior payment of the Carve-Out
having priority over the Obligations to the extent set forth in the definition
thereof, (ii) no Person entitled to the Carve-Out shall be entitled, as a result
of being entitled to such Carve-Out, to sell or otherwise dispose, or seek or
object to the sale or other disposition, of any Collateral, and (iii) the liens,
claims and administrative expense claim status of the Obligations granted in the
Interim Order (and the Final Order, as applicable) and described in SECTION 4.02
of this Loan Agreement shall not apply to any Avoidance Actions.

                (f)     In the event that any Collateral is evidenced by or
consists of Negotiable Collateral, certificated securities or other instruments
and if and to the extent that perfection or priority of the Agent's security
interest is dependent on or enhanced by possession, the applicable Borrower,
immediately upon the request of the Agent, shall endorse and deliver physical
possession of such Negotiable Collateral, certificated securities or other
instruments to the Agent.

                (g)     At any time after the occurrence and during the
continuation of an Event of Default, Agent or Agent's designee may (a) subject
to SECTION 9(A) hereof, notify Account Debtors that the Accounts, Chattel Paper,
or General Intangibles and any other payment intangibles have been assigned to
Agent or that Agent has a security interest therein, (b) collect the Accounts,
Chattel Paper, or General Intangibles or other payment intangibles directly and
charge the collection costs and expenses to the Loan Account, or (c) exercise
Control over all

                                       54
<PAGE>

Control Accounts (including the Collection Account, the IOS Account and the
Mortgage Collection Account) or, should no Control Agreement be in place,
require that the Borrowers act as directed pursuant to SECTION 4.01(I)(VI)
herein. Subject to the limitations set forth in the Order (including, without
limitation, paragraphs d.i, d.ii and d.iii, paragraph XIII, paragraphs 17.a.v
through 17.a.vii and paragraphs 51.b and 51.c of the Interim Order), each
Borrower agrees that it will hold in trust for the Lenders, as the Lenders'
trustee, any additional bank deposits that it receives and immediately will
deliver said additional bank deposits to Agent as received by the applicable
Borrower.

                (h)     Each Borrower authorizes Agent to file, transmit, or
communicate, as applicable, mortgages, UCC financing statements, Intellectual
Property financing statements, original financing statements in lieu of
continuation statements, continuation statements and amendments in order to
perfect Agent's Liens on the Collateral without such Borrower's signature to the
extent permitted by applicable law. Notwithstanding the foregoing, at any time
upon the request of Agent, Borrowers shall execute and deliver to Agent, any and
all mortgages, UCC financing statements, Intellectual Property financing
statements, original financing statements in lieu of continuation statements,
continuation statements and amendments, fixture filings, security agreements,
pledges, assignments, endorsements of certificates of title, and all other
documents (the "ADDITIONAL DOCUMENTS") upon which any Borrower's signature may
be required and that Agent may request in its discretion, in form and substance
satisfactory to Agent, to perfect and continue perfected or better perfect
Agent's Liens in the Collateral (whether now owned or hereafter arising or
acquired), to create and perfect Liens in favor of Agent in any Real Property
acquired after the Effective Date, and in order to fully consummate all of the
transactions contemplated hereby and under the other Loan Documents. To the
maximum extent permitted by applicable law, each Borrower authorizes Agent to
execute any such Additional Documents in the applicable Borrower's name and
authorize Agent to file such executed Additional Documents in any appropriate
filing office. In addition, on such periodic basis as Agent shall require,
Borrowers shall (a) provide Agent with a report of all new patent disclosures
and inventions, patent applications, trademarks, service marks, trade names,
corporate names, company names, business names, fictitious business names and
other source or business identifiers and Internet domain names, copyright
applications and material copyrightable works, all forming a part of the
Borrower's Intellectual Property acquired or generated by Borrowers during the
prior period, (b) in each Borrower's commercially reasonable discretion, apply
for registration or cause to be filed application for registration of such
Borrower's Intellectual Property acquired or generated by Borrowers that are not
already the subject of a registration with the appropriate filing office (or an
application therefor diligently prosecuted) with such appropriate filing office
in a manner sufficient to impart constructive notice of Borrowers' ownership
thereof, and (c) cause to be prepared, executed, and delivered to Agent
supplemental schedules to the applicable Loan Documents to identify such
Borrower Intellectual Property as being subject to the security interests
created thereunder. In addition, Borrowers agree that, upon acquiring any
interest in a Commercial Tort Claim, such Borrower shall, in writing, describe
the details of such claim and assign an interest thereto to Agent, and upon
acquiring any Chattel Paper after the date hereof (electronic, tangible or
otherwise), such Borrower shall assign to Agent a security interest in such
Chattel Paper, or if applicable, deliver such Chattel Paper to Agent as
Collateral hereunder.

                                       55
<PAGE>

                (i)     Each Borrower hereby irrevocably makes, constitutes, and
appoints Agent (and any of Agent's officers, employees, or agents designated by
Agent) as such Borrower's true and lawful attorney, with power to (i) if such
Borrower refuses to, or fails timely to execute and deliver any of the documents
described in SECTION 4.01(H), sign the name of such Borrower on any of the
documents described in SECTION 4.01(H), (ii) at any time that an Event of
Default has occurred and is continuing, sign such Borrower's name on any invoice
or bill of lading relating to the Collateral, drafts against Account Debtors, or
notices to Account Debtors, (iii) send requests for verification of Accounts,
(iv) endorse such Borrower's name on any deposit item that may come into the
possession of the Lenders, (v) subject to SECTION 9(A) hereof, at any time that
an Event of Default has occurred and is continuing, make, settle, and adjust all
claims under such Borrower's policies of insurance and make all determinations
and decisions with respect to such policies of insurance, (vi) act in all
respects as owner of the Control Accounts and direct (or require the Borrowers'
authorized signatories to so direct) the Control Account Party to act in
accordance with the terms hereof, and (vii) subject to SECTION 9(A) hereof, at
any time that an Event of Default has occurred and is continuing, settle and
adjust disputes and claims respecting the Accounts, Chattel Paper, or General
Intangibles directly with Account Debtors, for amounts and upon terms that Agent
determines to be reasonable, and Agent may cause to be executed and delivered
any documents and releases that Agent determines to be necessary. The
appointment of Agent as each Borrower's attorney, and each and every one of its
rights and powers, being coupled with an interest, is irrevocable until all of
the Obligations have been fully and finally repaid and performed and the
Lenders' obligations to extend credit hereunder are terminated.

                (j)     Each Borrower agrees that it will not transfer assets
out of any Securities Accounts other than as permitted under SECTION 7.17 and,
if to another Securities Intermediary, unless each of the applicable Borrower,
Agent, and the substitute Securities Intermediary have entered into a Control
Agreement. No arrangement contemplated hereby or by any Control Agreement in
respect of any Securities Accounts or other Investment Property shall be
modified by Borrowers without the prior written consent of Agent. Upon the
occurrence and during the continuance of a Default or Event of Default, Agent
may notify any Securities Intermediary to liquidate the applicable Securities
Account or any related Investment Property maintained or held thereby and remit
the proceeds thereof to the Agent for the account of the Lenders.

                (k)     Notwithstanding anything to the contrary in this Loan
Agreement, upon the occurrence and during the continuance of an Event of Default
and the Agent's and the Lenders' exercise of remedies hereunder and subject to
the terms of the Orders, the Agent and the Lenders may apply the net proceeds of
the Collateralized Sub-debt Shared Collateral to repayment of the Obligations in
an amount not to exceed the Allocated Amount at such time, with the remaining
net proceeds applied to the obligations under the Collateralized Sub-debt
Indentures or to whomsoever shall be entitled thereto; PROVIDED, HOWEVER, THAT
the Lien of the Agent on the Collateralized Sub-debt Shared Collateral shall at
all times be a first-priority perfected Lien and shall not at any time be
limited to securing Obligations in an amount less than the Allocated Amount
MINUS any net proceeds of the Collateralized Sub-debt Shared Collateral applied
to repayment of the Obligations upon the exercise of remedies hereunder
following the occurrence of an Event of Default.

                4.02    ADMINISTRATIVE PRIORITY. Pursuant to Section 364(c)(1)
of the Bankruptcy Code and as provided for in the Orders, each of the Borrowers
agrees that all Obligations of the

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Borrowers under this Agreement shall constitute allowed administrative expenses
in the Chapter 11 Cases having priority over all administrative expenses of and
unsecured claims against the Borrowers now existing or hereafter arising, of any
kind or nature whatsoever, including without limitation all administrative
expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy
Code, subject, as to priority, only to the Carve-Out having priority over the
Obligations to the extent set forth in the definition of the Carve-Out;
PROVIDED, HOWEVER, that this administrative priority shall not include an
administrative priority claim with respect to any Avoidance Actions.

                4.03    GRANTS, RIGHTS AND REMEDIES. The Lien and security
interest granted pursuant to SECTION 4.01(A) and (B) hereof and administrative
priority granted pursuant to SECTION 4.02 hereof are independently granted by
this Loan Agreement and by the other Loan Documents hereafter entered into. This
Loan Agreement, the Orders and such other Loan Documents supplement each other,
and the grants, priorities, rights and remedies of the Agent and the Lenders
hereunder and thereunder are cumulative.

                4.04    NO FILINGS REQUIRED. Notwithstanding Section 4.01(H)
hereof, the Liens and security interests referred to in Section 4.01(A) and (B)
hereof and in the Loan Documents shall be deemed valid and perfected by entry of
the Interim Order and entry of the Interim Order shall have occurred on or
before the date of the initial Advances. The Agent shall not be required to file
any financing statements, mortgages, notices of Lien or similar instruments in
any jurisdiction or filing office or to take any other action in order to
validate or perfect the Lien and security interest granted by or pursuant to
this Loan Agreement, the Orders or any other Loan Document.

                4.05    SURVIVAL. The Liens, lien priority, administrative
priorities and other rights and remedies granted to the Agent and the Lenders
pursuant to this Loan Agreement, the Orders and the other Loan Documents
(specifically including, but not limited to, the existence, perfection and
priority of the Liens and security interests provided herein and therein, and
the administrative priority provided herein and therein) shall not be modified,
altered or impaired in any manner by any other financing or extension of credit
or incurrence of debt by any Borrower (pursuant to Section 364 of the Bankruptcy
Code or otherwise), or by any dismissal or conversion of any of the Chapter 11
Cases, or by any other act or omission whatever. Without limitation,
notwithstanding any such order, financing, extension, incurrence, dismissal,
conversion, act or omission:

                (a)     except for the Carve-Out having priority over the
Obligations to the extent set forth in the definition thereof, no costs or
expenses of administration which have been or may be incurred in the Chapter 11
Cases or any conversion of the same or in any other proceedings related thereto,
and, except as set forth in SECTION 4.01(K), no priority claims, including,
without limitation, claims and charges under Section 506(c) of the Bankruptcy
Code, are or will be prior to or on a parity with any claim of any Lender
against the Borrowers in respect of any Obligation;

                (b)     the Liens in favor of the Agent and the Secured Parties
set forth in SECTION 4.01(A) and (B) hereof shall constitute valid and perfected
Liens and security interests, subject (in the case of the Liens granted under
SECTION 4.01(B) hereof) only to Liens existing on the

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Effective Date securing the Senior Claims set forth on SCHEDULE F, and shall be
prior to all other Liens and security interests, now existing or hereafter
arising, in favor of any other creditor or any other Person whatsoever; and

                (c)     the Liens in favor of the Agent and the Secured Parties
set forth herein and in the Loan Documents shall continue to be valid and
perfected without the necessity that the Agent file financing statements,
mortgages or otherwise perfect its Lien under applicable nonbankruptcy law.

                4.06    CHANGES IN LOCATIONS, NAME, ETC. Each Borrower shall not
(i) change the location of its chief place of business from that specified in
SECTION 6 hereof, (ii) change its name, identity or corporate structure (or the
equivalent) or change the location where it maintains its records with respect
to the Collateral, or (iii) reincorporate or reorganize under the laws of
another jurisdiction unless it shall have given the Lender at least 15 days
prior written notice thereof and shall have delivered to the Lender within 10
Business Days thereafter all Uniform Commercial Code financing statements and
amendments thereto as the Lender shall request and taken all other actions
deemed reasonably necessary by the Lender to obtain or continue a perfected
first priority interest in the Collateral.

                4.07    AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT.

                (a)     Each Borrower hereby irrevocably constitutes and
appoints the Agent and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of such Borrower and in the name of
such Borrower or in its own name, from time to time in the Agent's discretion,
for the purpose of carrying out the terms of this Loan Agreement, to take any
and all appropriate action and to execute any and all documents and instruments
which may be necessary or desirable to accomplish the purposes of this Loan
Agreement, and, without limiting the generality of the foregoing, each Borrower
hereby gives the Agent the power and right, on behalf of such Borrower, without
assent by, but with notice to, such Borrower, if and only if an Event of Default
shall have occurred and be continuing and, to the extent applicable, subject to
SECTION 9(A) hereof, to do the following:

                (i)     in the name of such Borrower or its own name, or
        otherwise, to take possession of and endorse and collect any checks,
        drafts, notes, acceptances or other instruments for the payment of
        moneys due under any mortgage insurance or with respect to any other
        Collateral and to file any claim or to take any other action or
        proceeding in any court of law or equity or otherwise deemed appropriate
        by the Agent for the purpose of collecting any and all such moneys due
        under any such mortgage insurance or with respect to any other
        Collateral whenever payable;

                (ii)    to pay or discharge taxes and Liens levied or placed on
        or threatened against the Collateral; and

                (iii)   (A) to direct any party liable for any payment under any
        Collateral to make payment of any and all moneys due or to become due
        thereunder directly to the Agent or as the Agent shall direct; (B) to
        ask or demand for, collect, receive payment of

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<PAGE>

        and receipt for, any and all moneys, claims and other amounts due or to
        become due at any time in respect of or arising out of any Collateral;
        (C) to sign and endorse any invoices, assignments, verifications,
        notices and other documents in connection with any of the Collateral;
        (D) to commence and prosecute any suits, actions or proceedings at law
        or in equity in any court of competent jurisdiction to collect the
        Collateral or any part thereof and to enforce any other right in respect
        of any Collateral; (E) to defend any suit, action or proceeding brought
        against any Borrower with respect to any Collateral; (F) to settle,
        compromise or adjust any suit, action or proceeding described in clause
        (E) above and, in connection therewith, to give such discharges or
        releases as the Agent may deem appropriate; and (G) generally, to sell,
        transfer, pledge and make any agreement with respect to or otherwise
        deal with any of the Collateral as fully and completely as though the
        Agent were the absolute owner thereof for all purposes, and to do, at
        the Agent's option and the Borrowers' expense, at any time, or from time
        to time, all acts and things which the Agent deems necessary to protect,
        preserve or realize upon the Collateral and the Agent's Liens thereon
        and to effect the intent of this Loan Agreement, all as fully and
        effectively as the Borrowers might do.

Each Borrower hereby ratifies all that said attorneys shall lawfully do or cause
to be done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable.

                (b)     Each Borrower also authorizes the Agent, at any time and
from time to time, to execute, in connection with the sale provided for in
SECTION 4.10 hereof, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Collateral.

                (c)     The powers conferred on the Agent are solely to protect
the Secured Parties' interests in the Collateral and shall not impose any duty
upon the Agent to exercise any such powers. The Agent shall be accountable only
for amounts that it actually receives as a result of the exercise of such
powers, and neither the Agent nor any of its officers, directors, or employees
shall be responsible to the Borrowers for any act or failure to act hereunder,
except for its own gross negligence or willful misconduct.

                4.08    PERFORMANCE BY THE AGENT OF BORROWER'S OBLIGATIONS. If
any Borrower fails to perform or comply with any of its material agreements
contained in the Loan Documents within the required time periods, the Agent may
itself perform or comply, or otherwise cause performance or compliance, with
such agreement, and the reasonable out-of-pocket expenses of the Agent incurred
in connection with such performance or compliance, together with interest
thereon at a rate per annum equal to the Post-Default Rate, shall be payable by
the Borrowers to the Agent on demand and shall constitute Obligations.

                4.09    PROCEEDS. If an Event of Default shall occur and be
continuing, (a) all proceeds of Collateral received by the Borrowers shall be
held by the Borrowers in trust for the Agent and the Secured Parties, segregated
from other funds of the Borrowers, and shall forthwith upon receipt by the
Borrowers be turned over to the Agent in the exact form received by the
Borrowers (duly endorsed by the Borrowers to the Agent, if required) and (b)
subject to SECTION 4.01(K), any and all such proceeds received by the Agent will
be applied by the Agent against the Obligations (whether matured or unmatured)
as set forth in SECTION 3.03(B). Any

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<PAGE>

balance of such proceeds remaining after the Obligations shall have been paid in
full and this Loan Agreement shall have been terminated shall be promptly paid
over to the Borrowers or to whomsoever may be lawfully entitled to receive the
same. For purposes hereof, proceeds shall include, but not be limited to, all
principal and interest payments, all prepayments and payoffs, insurance claims,
condemnation awards, sale proceeds, real estate owned rents and any other income
and all other amounts received with respect to the Collateral.

                4.10    REMEDIES. If an Event of Default shall occur and be
continuing and to the extent such Mortgage Loans are not subject to SECTION
11.26 hereof, the Agent may, at its option, enter into one or more Interest Rate
Protection Agreements (which are not inconsistent with interest rate protection
agreements entered into by the Agent, any Lender or any of their respective
Affiliates regarding mortgage loans held for its own account) covering all or a
portion of the Mortgage Loans pledged to the Agent and the Secured Parties
hereunder, and the Borrowers shall be responsible for all damages, judgments,
costs and expenses of any kind which may be imposed on, incurred by or asserted
against the Agent relating to or arising out of such Interest Rate Protection
Agreements; including without limitation any losses resulting from such Interest
Rate Protection Agreements. If an Event of Default shall occur and be
continuing, the Agent may exercise, in addition to all other rights and remedies
granted to it in this Loan Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations and, to the extent
applicable, subject to SECTION 9(A) hereof, all rights and remedies of a secured
party under the Uniform Commercial Code, at law and in equity. Without limiting
the generality of the foregoing but subject to the provisions of the Orders, the
Agent without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Borrowers or any other Person (all and each of which
demands, defenses, presentments, protests, advertisements and notices are hereby
waived), may in such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, or may forthwith sell, lease,
assign, give option or options to purchase, or otherwise dispose of and deliver
the Collateral or any part thereof (or contract to do any of the foregoing), in
one or more parcels or as an entirety at public or private sale or sales, at any
exchange, broker's board or office of the Lender or elsewhere upon such terms
and conditions and at prices that are consistent with a recognized market for
similar collateral as it may deem advisable and at such prices as it may deem
best, for cash or on credit or for future delivery without assumption of any
credit risk. The Agent shall have the right upon any such public sale or sales,
and, to the extent permitted by law, upon any such private sale or sales, to
purchase the whole or any part of the Collateral so sold, free of any right or
equity of redemption in the Borrowers, which right or equity is to the greatest
extent permitted hereby waived or released. Each Borrower further agrees, at the
Agent's request, to assemble the Collateral and make it available to the Agent
at places which the Agent shall reasonably select, whether at the Borrowers'
premises or elsewhere. Subject to SECTION 4.01(K), the Agent shall apply the net
proceeds of any such collection, recovery, receipt, appropriation, realization
or sale, after deducting all reasonable costs and expenses of every kind
incurred therein or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the Agent
and the Secured Parties hereunder, including, without limitation, reasonable
attorneys' fees and disbursements, to the payment in whole or in part of the
Obligations, as set forth in SECTION 3.03(B), and only after such application
and after the payment by the Agent of any other amount required or permitted by
any provision of law, including, without limitation, SECTION 9-615(A)(3) of the
Uniform Commercial Code, need the Agent account for the surplus, if

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any, to the Borrowers. To the extent permitted by applicable law, each Borrower
waives all claims, damages and demands it may acquire against the Agent arising
out of the exercise by the Agent of any of its rights hereunder, other than
those claims, damages and demands arising from the gross negligence or willful
misconduct of the Agent. If any notice of a proposed sale or other disposition
of Collateral shall be required by law, such notice shall be deemed reasonable
and proper if given at least 10 days before such sale or other disposition. Each
Borrower shall remain liable for any deficiency (plus accrued interest thereon
as contemplated pursuant to SECTION 2.05(B) hereof) if the proceeds of any sale
or other disposition of the Collateral are insufficient to pay the Obligations
and the reasonable fees and disbursements incurred by the Agent to collect such
deficiency. Because the Borrowers recognize that it may not be possible to
purchase or sell all of the Collateral on a particular Business Day, or in a
transaction with the same purchaser, or in the same manner because the market
for such Collateral may not be liquid, each Borrower agrees that liquidation of
the Collateral does not require a public purchase or sale and that a good faith
private purchase or sale shall be deemed to have been made in a commercially
reasonable manner. Accordingly, subject to SECTION 4.01(K) and SECTION 9(A)
hereof, the Agent may elect, in its sole discretion, the time and manner of
liquidating any Collateral and nothing contained herein shall (A) obligate the
Agent to liquidate any Collateral on the occurrence of an Event of Default or to
liquidate all Collateral in the same manner or on the same Business Day or (B)
constitute a waiver of any of the Agent's or any Secured Party's rights or
remedies.

                4.11    LIMITATION ON DUTIES REGARDING PRESERVATION OF
COLLATERAL. The Agent's duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under SECTION 9-207
of the Uniform Commercial Code or otherwise, shall be to deal with it in the
same manner as the Agent deals with similar property for its own account.
Neither the Agent nor any of its directors, officers or employees shall be
liable for failure to demand, collect or realize upon all or any part of the
Collateral or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of the Borrowers or
otherwise.

                4.12    POWERS COUPLED WITH AN INTEREST. All authorizations and
agencies herein contained with respect to the Collateral are irrevocable and
powers coupled with an interest.

                4.13    RELEASE OF SECURITY INTEREST. Upon termination of this
Loan Agreement and payment to the Agent and the Secured Parties of all
Obligations in full in cash, including without limitation all amounts required
to be paid pursuant to SECTIONS 2.04, 2.05, 3.06 and 3.07, and the performance
of all Obligations under the Loan Documents, the Agent shall release the Secured
Parties' security interest in any remaining Collateral. In accordance with the
terms and conditions set forth in the Custodial Agreement and the Servicing
Agreement, the Agent shall release Mortgage Loans that have been sold or
securitized, so long as such sale or securitization does not, after giving
effect to the application of the proceeds thereof, result in a Borrowing Base
Deficiency. Notwithstanding anything in this Loan Agreement to the contrary, if
any payment, or any part thereof, of any of the Obligations is rescinded or must
otherwise be restored or returned by any Secured Party upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of any Borrower or any
Affiliate of any Borrower, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or a trustee or similar officer for any
Borrower, any Affiliate of any Borrower or any substantial part of their
respective Property, or

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<PAGE>

otherwise, this Loan Agreement, all rights hereunder and the Liens created
hereby shall continue to be effective, or be reinstated, until such payments
have been made.

                SECTION 5. CONDITIONS PRECEDENT.

                5.01    CONDITIONS PRECEDENT TO INITIAL ADVANCE. The obligation
of the Lenders to make the initial Advances (or otherwise to extend any credit
provided for hereunder), is subject to the fulfillment, to the satisfaction of
the Lenders, of each of the conditions precedent set forth below:

                (a)     LOAN AGREEMENT. The Agent and the Lenders shall have
received an executed copy of this Loan Agreement;

                (b)     LOAN DOCUMENTS. The Agent and the Lenders shall have
received executed copies of the following documents, each of which shall be
satisfactory to the Agent and the Lenders in form and substance:

                (i)     Consent Letters,

                (ii)    Control Agreements,

                (iii)   Custodial Agreement,

                (iv)    the Participating Bank Letter Agreement,

                (v)     the Pledge Agreement,

                (vi)    the Security Agreement,

                (vii)   the Non-Debtor Pledge Agreement; and

                (viii)  the Servicing Agreement;

                (c)     GOOD STANDING CERTIFICATES/ORGANIZATION DOCUMENTS. The
Agent and the Lenders shall have received certified copies of good standing
certificates and organizational documents for each of the Borrowers;

                (d)     RESOLUTIONS. The Agent and the Lenders shall have
received certified copies of resolutions authorizing the Borrowers to execute,
deliver and perform the Loan Documents to which such Person is a signatory and
each other document to be delivered by such Person from time to time in
connection herewith (and the Lender may conclusively rely on such certificate
until it receives notice in writing from such Person to the contrary);

                (e)     LEGAL OPINIONS. The Agent and the Lenders shall have
received the following legal opinions for their benefit: (i) an opinion of
counsel to the Borrowers in form and substance satisfactory to the Agent and the
Lenders, (ii) opinions regarding Mortgage Loans that are secured by Mortgaged
Property located in New Jersey and Pennsylvania, and (iii) such other legal
opinions as the Agent may reasonably request;

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<PAGE>

                (f)     BUDGET. The Agent and the Lenders shall have received
and approved the Budget;

                (g)     TRANSFER OF IOS. (i) Each of the IOS (other than the
Purchased Asset and the IOS pledged pursuant to the Non-Debtor Pledge Agreement)
shall be transferred in accordance with and subject to the terms and conditions
set forth in the applicable Consent Letter, free and clear of all Liens, other
than subordinated Liens securing the Collateralized Sub-debt Indentures, from
Trust 2003-1 or ABFS Warehouse Trust 2004-2, as applicable, to ABFS
Consolidated, ABC, ABMS and HAC, as tenants in common, or to the Affiliate of
the Borrowers described on SCHEDULE D and (ii) the Purchased Asset shall be
(and, pursuant to this Loan Agreement, is hereby) transferred from Greenwich to
ABC and shall be transferred, free and clear of all Liens other than
subordinated Liens securing the Collateralized Sub-debt Indentures, from ABC to
ABFS Consolidated, ABC, ABMS and HAC, as tenants in common in each case,
pursuant to documentation satisfactory to the Lenders and accompanied by a legal
opinion in form and substance satisfactory to the Lenders;

                (h)     TRANSFER OF P CERTIFICATE. The P Certificate shall be
transferred, free and clear of all Liens, from Clearwing to ABFS Consolidated,
ABC, ABMS and HAC, as tenants in common, and from ABFS Consolidated, ABC, ABMS
and HAC, as tenants in common, to the Agent, for the benefit of the Secured
Parties, pursuant to documentation satisfactory to the Lenders and accompanied
by a legal opinion in form and substance satisfactory to the Lenders;

                (i)     RELEASE OF LIENS. The Agent and the Lenders shall have
received releases or assignments to the Agent and the Lenders of all Liens on
any asset of the Borrowers held by Patriot or Clearwing, each of which shall be
satisfactory to the Agent and the Lenders in form and substance;

                (j)     FILINGS, REGISTRATIONS, RECORDINGS. (i) The Borrowers
shall have performed under the Custodial Agreement and taken such other action
as the Agent shall have requested in order to perfect the security interests in
favor of the Agent created pursuant to this Loan Agreement and the Orders; and
(ii) the Borrowers shall have properly prepared and executed (if necessary) for
filing any documents (including, without limitation, financing statements)
requested by the Agent to be filed, registered or recorded in order to further
evidence the perfected, first-priority security interest in the Collateral
created under this Loan Agreement and the Orders, subject to no Liens other than
those created in favor of the Agent and the Lenders hereunder and under the
Orders and other Liens permitted hereunder;

                (k)     LIEN SEARCHES. The Lenders shall have received Uniform
Commercial Code lien searches in such jurisdictions as shall be applicable to
the Borrowers and the Collateral, the results of which shall be satisfactory to
the Lenders;

                (l)     FEES AND EXPENSES. The Agent and the Lenders shall have
received all fees and expenses required to be paid by the Borrowers on or prior
to the Closing Date under this Loan Agreement or any other Loan Document (and
such fees and expenses may be netted out of any Advance made by the Lender
hereunder);

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<PAGE>

                (m)     FINANCIAL STATEMENTS. The Lender shall have received the
audited consolidated financial statement of ABFS and its Subsidiaries for the
period ended June 30, 2004, and the financial statements referenced in SECTION
7.01(A);

                (n)     UNDERWRITING GUIDELINES. The Agent, the Lenders and the
Borrowers shall have agreed to the Approved Underwriting Guidelines, and the
Agent and the Lenders shall have received a copy thereof;

                (o)     CONSENTS, LICENSES, APPROVALS, ETC. The Agent and the
Lenders shall have received copies certified by the Borrowers of all consents,
licenses and approvals, if any, required in connection with the execution,
delivery and performance by the Borrowers of, and the validity and
enforceability of, the Loan Documents, which consents, licenses and approvals
shall be in full force and effect;

                (p)     INSURANCE. The Agent and the Lenders shall have received
a certificate of insurance, together with the endorsements thereto, the form and
substance of which shall be satisfactory to the Agent and the Lenders, and shall
have received evidence in form and substance satisfactory to the Agent and the
Lenders showing compliance by the Borrowers as of such initial Funding Date with
SECTION 7.24 (Maintenance of Property; Insurance) hereof;

                (q)     MATERIAL CONTRACTS. The Agent and the Lenders (or in the
case of the Mortgage Loans, the Custodian) shall have received copies of each
Material Contract requested by them, together with a certificate of the
Secretary of the Administrative Borrower certifying each such document as being
a true, correct, and complete copy thereof;

                (r)     NO MATERIAL ADVERSE CHANGE. Other than the filing of the
Chapter 11 Cases, no Material Adverse Change shall have occurred;

                (s)     NO MISREPRESENTATION. None of the Borrowers, the Agent
or any Lender shall have become aware prior to the Closing Date of any
information or other matter affecting (i) the Borrowers, any of their Affiliates
or the Collateral, (ii) the assumptions relating to projected financial
performance of the Mortgage Loans, (iii) the IOS listed on SCHEDULE D, or (iv)
the transactions contemplated hereby, any of which in the Agent's or any
Lender's judgment is inconsistent in a material and adverse manner with any
information (including any matter relating to financial models and underlying
assumptions relating to the projected financial performance of the Mortgage
Loans or the IOS listed on SCHEDULE D) or other matter disclosed to the Agent
and the Lenders prior to the Closing Date;

                (t)     INTERIM ORDER. At the time of the making of the initial
Advance, the Agent and the Lenders shall have received satisfactory evidence of
the entry of the Interim Order which Interim Order (i) shall have been entered
upon an application or motion of the Borrowers reasonably satisfactory in form
and substance to the Agent, (ii) shall authorize (A)(x) Tranche A Advances and
Tranche B Advances each in an aggregate amount not to exceed $50,000,000 and (y)
on and after March 1, 2005, additional Tranche A Advances and Tranche B Advances
each in an aggregate amount not to exceed $50,000,000, to the extent the
Eligible Mortgage Loans and Wet-Ink Mortgage Loans funded by such Advances were
originated and committed to be originated in accordance with SECTION 7.37
hereof, (B) Tranche C Advances and Tranche D

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<PAGE>

Advances in an aggregate amount collectively not to exceed $58,000,000 and (C)
Tranche E Advances in an aggregate amount not to exceed the Tranche E Sublimit,
(iii) shall approve the payment by the Borrowers of all of the Fees referred to
in SECTION 3.07, (iv) shall be in full force and effect, and (v) shall not have
been vacated, stayed, reversed, modified or amended in any respect; and, if the
Interim Order is the subject of a pending appeal in any respect, neither the
making of such Advances nor the performance by the Borrowers any of their
respective obligations hereunder or under the Loan Documents or under any other
instrument or agreement referred to herein shall be the subject of a presently
effective stay pending appeal;

                (u)     FIRST DAY ORDERS. The Borrowers shall have delivered to
the Agent and the Lenders copies of all of the "first day orders" entered by the
Bankruptcy Court at the time of the commencement of the Chapter 11 Cases; and

                (v)     OTHER DOCUMENTS. The Agent and each Lender shall have
received such other documents as the Agent or such Lender or its respective
counsel may reasonably request.

                5.02    CONDITIONS PRECEDENT TO INITIAL AND SUBSEQUENT ADVANCES.
The obligation of the Lenders to make any Advances hereunder at any time (or to
extend any other credit hereunder) shall be subject to the following conditions
precedent:

                (a)     no Default or Event of Default shall have occurred and
be continuing;

                (b)     both immediately prior to the making of such Advance and
also after giving effect thereto and to the intended use thereof, the
representations and warranties made by each Borrower in SECTION 6 hereof, and in
each of the other Loan Documents, shall be true and complete on and as of the
date of the making of such Advance in all material respects (in the case of the
representations and warranties in SECTION 6.21 and SCHEDULE E, solely with
respect to Mortgage Loans included in the Borrowing Base) with the same force
and effect as if made on and as of such date (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as of such
specific date). At the request of the Agent, the Agent shall have received an
officer's certificate signed by a Responsible Officer of each Borrower
certifying as to the truth and accuracy of the above, which certificate shall
specifically include a statement that each Borrower is in compliance with all
governmental licenses and authorizations and is qualified to do business and in
good standing in all required jurisdictions and except where the failure to
qualify would not affect the validity or enforceability of any Mortgage Loan and
otherwise would not have a Material Adverse Effect;

                (c)     the aggregate outstanding principal amount of the
Advances shall not exceed the Borrowing Base or the then applicable Maximum
Credit;

                (d)     after giving effect to such Advance, no Borrowing Base
Deficiency exists;

                (e)     (i) if such Advance is a Tranche A Advance, (A) after
giving effect to such Advance, the outstanding principal amount of the Tranche A
Advances shall not exceed the Tranche A Sublimit and (B) no Management Change
shall have occurred, (ii) if such Advance is a Tranche B Advance, (x) after
giving effect to such Advance, the outstanding principal amount of the Tranche B
Advances shall not exceed the Tranche B Sublimit and (y) no Management Change
shall have occurred, (iii) if such Advance is a Tranche C Advance, after giving
effect to

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such Advance, the outstanding principal amount of the Tranche C Advances shall
not exceed the Tranche C Sublimit, (iv) if such Advance is a Tranche D Advance,
after giving effect to such Advance, (A) the outstanding principal amount of the
Tranche D Advances shall not exceed the Tranche D Sublimit and (B) the
outstanding principal amount of the Tranche C Advances shall equal the lesser of
(1) the Tranche C Borrowing Base and (2) the Tranche C Sublimit and (v) if such
Advance is a Tranche E Advance, after giving effect to such Advance, the
outstanding principal amount of the Tranche E Advances shall not exceed the
Tranche E Sublimit;

                (f)     the Borrowers shall have, after giving effect to such
Advance (other than the initial Advances) and the use of the proceeds thereof
and on a consolidated basis, an aggregate amount of unrestricted cash and Cash
Equivalents not to exceed $15,000,000;

                (g)     all right, title, and interest in the IOS listed on
SCHEDULE D, together with all necessary instruments of transfer or assignment,
duly endorsed in blank, shall have been delivered to the Agent or a custodian or
bailee acceptable to the Agent pursuant to terms acceptable to the Agent;

                (h)     the Agent and each Lender shall have received a Notice
of Borrowing and, if applicable, Pledge, Mortgage Loan List and Mortgage Loan
Data Transmission and all other documents required under SECTION 2.03;

                (i)     if applicable, the Agent shall have received from the
Custodian all documents required under the Custodial Agreement;

                (j)     the Interim Order shall be in full force and effect and
shall not have been stayed, reversed, modified or amended in any respect without
the prior written consent of the Agents and the Required Lenders; PROVIDED, THAT
at the time of the making of any Advance the aggregate amount of which, when
added to the sum of the principal amount of all Advances then outstanding, would
exceed the amounts authorized by the Interim Order (collectively, the
"ADDITIONAL CREDIT"), the Agent and each of the Lenders shall have received
satisfactory evidence of the entry of the Final Order which, in any event, shall
have been entered by the Bankruptcy Court no later than March 9, 2005 and at the
time of the extension of any Additional Credit the Final Order shall be in full
force and effect, and shall not have been vacated, stayed, reversed, modified or
amended in any respect without the prior written consent of the Agent and the
Required Lenders; and if either the Interim Order or the Final Order is the
subject of a pending appeal in any respect, neither the making of the Advances
nor the performance by the Borrowers of any of their respective obligations
under any of the Loan Documents shall be the subject of a presently effective
stay pending appeal;

                (k)     there shall not have occurred or be continuing an event
beyond the reasonable control of the Agent or any Lender which the Agent or such
Lender reasonably determines may imminently result in the Agent or such Lender's
inability to perform its obligations under this Loan Agreement including,
without limitation, acts of God, strikes, lockouts, riots, acts of war or
terrorism, epidemics, nationalization, expropriation, currency restrictions,
fire, communication line failures, computer viruses, power failures,
earthquakes, or other disasters of a similar nature to the foregoing; and

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                (l)     (i) the Agent and the Lenders shall have received the
Borrowers' Interest Rate Protection Strategy, (ii) the Agent and the Lenders
shall have reasonably determined that such Interest Rate Protection Strategy and
the Interest Rate Protection Agreements adequately protect the Borrowers from
interest rate fluctuations, (iii) any Interest Rate Protection Agreements
entered into by the Borrowers shall be consistent with such Interest Rate
Protection Strategy, (iv) any Interest Rate Protection Agreement entered into by
Borrower in accordance with such Interest Rate Protection Strategy shall have
been assigned to the Agent, and (v) the Agent shall have a security interest in
the Interest Rate Protection Agreements in such manner as the Agent may
reasonably request.

                Each request for a borrowing by the Borrowers hereunder shall
constitute a certification by the Borrowers to the effect set forth in this
Section (both as of the date of such notice, request or confirmation and as of
the date of such borrowing).

                5.03    CONDITIONS SUBSEQUENT TO INITIAL ADVANCE. The
obligations of the Lenders to continue to make Advances (or otherwise extend
credit hereunder) is subject to the fulfillment, on or before the date
applicable thereto, of each of the conditions subsequent set forth on SCHEDULE
5.03 (the failure by the Borrowers to so perform or cause to be performed
constituting an Event of Default).

                SECTION 6. REPRESENTATIONS AND WARRANTIES. Each Borrower
represents and warrants to the Lenders that throughout the term of this Loan
Agreement:

                6.01    EXISTENCE. Each Borrower (a) is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization as set forth on SCHEDULE 6.01 hereto, (b) has all
requisite corporate or other power, and has all governmental licenses,
authorizations, consents and approvals, necessary to own its assets and carry on
its business as now being or as proposed to be conducted, except where the lack
of such licenses, authorizations, consents and approvals would not be reasonably
likely to have a Material Adverse Effect; and (c) is qualified to do business
and is in good standing in all other jurisdictions in which the nature of the
business conducted by it makes such qualification necessary, except where
failure so to qualify would not be reasonably likely (either individually or in
the aggregate) to have a Material Adverse Effect, and (d) is in compliance in
all material respect with all Requirements of Law.

                6.02    FINANCIAL CONDITION. The Borrowers have heretofore
furnished to the Lenders a copy of the Company's audited consolidated balance
sheets as of June 30, 2004 with the opinion thereon of BDO Seidman LLP, a copy
of which has been provided to Lenders and the Company's unaudited consolidated
balance sheets as of September 30, 2004. The Borrowers have also heretofore
furnished to the Lenders the related consolidated statement of income and
retained earnings and of cash flows for the Borrowers and their consolidated
Subsidiaries for the one year period ending June 30, 2004 and the quarterly
period ending September 30, 2004, in each case setting forth comparative form
the figures for the previous period. All such financial statements are
materially complete and correct and fairly present in all material respects the
consolidated financial condition of the Borrowers and their Subsidiaries and the
consolidated results of their operations for the fiscal year ended on such date,
all in accordance with GAAP applied on a consistent basis. Other than the filing
of the Chapter 11 Cases, there has been no

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development or event nor any prospective development or event which constitutes
a Material Adverse Change or which otherwise has had or should reasonably be
expected to have a Material Adverse Effect.

                6.03    LITIGATION. Except as set forth in SCHEDULE 6.03, there
are no actions, suits, arbitrations, investigations or proceedings pending or,
to its knowledge, threatened against any Borrower or any Affiliate of any
Borrower or affecting any of the property thereof before any Governmental
Authority, (i) as to which individually or in the aggregate there is a
reasonable likelihood of an adverse decision which would be reasonably likely to
have a Material Adverse Effect, or (ii) which questions the validity or
enforceability of any of the Loan Documents or any action to be taken in
connection with the transactions contemplated hereby or thereby and there is a
reasonable likelihood of a materially adverse decision or a Material Adverse
Effect. The disclosure of any action, suit, arbitration, investigation or
proceeding on SCHEDULE 6.03 shall not operate as a consent to such matter, or a
waiver or an amendment of any right, power, or remedy of the Agent or any Lender
with respect to such matter, including the Agent's and the Lenders' right to
exercise its remedies in the event that any matter listed on SCHEDULE 6.03 is,
results in, or has a Material Adverse Change or has a Material Adverse Effect.

                6.04    NO BREACH. Subject to the entry of the Interim Order (or
the Final Order, when applicable), neither (a) the execution and delivery of the
Loan Documents or (b) the consummation of the transactions therein contemplated
in compliance with the terms and provisions thereof will conflict with or result
in a breach of the charter or by-laws of any Borrower, or any applicable law,
rule or regulation, or any order, writ, injunction or decree of any Governmental
Authority, or other instrument, indenture, or other material agreement, to which
any Borrower or any of its Subsidiaries is a party or by which any of them or
any of their property is bound or to which any of them is subject (other than
conflicts, breaches and defaults the enforcement of which will be stayed by
virtue of the filing of the Chapter 11 Cases), or constitute a default under any
such instrument, indenture, or other material agreement or (except for the Liens
created pursuant to this Loan Agreement) result in the creation or imposition of
any Lien upon any property of any Borrower or any of its Subsidiaries, pursuant
to the terms of any such agreement or instrument.

                6.05    ACTION. Subject to the entry of the Interim Order (or
the Final Order, when applicable), each Borrower has all necessary corporate or
other power, authority and legal right to execute, deliver and perform its
obligations under each of the Loan Documents to which it is a party; the
execution, delivery and performance by each Borrower of each of the Loan
Documents to which it is a party has been duly authorized by all necessary
corporate or other action on its part; and each Loan Document has been duly and
validly executed and delivered by each Borrower and constitutes a legal, valid
and binding obligation of each Borrower, enforceable against each Borrower in
accordance with its terms.

                6.06    APPROVALS. No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority, or any other
Person, are necessary for the execution, delivery or performance by any Borrower
of the Loan Documents to which it is a party or for the legality, validity or
enforceability thereof, except for the Interim Order (or the Final Order, when
applicable) and those consents which have been obtained.

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<PAGE>

                6.07    MARGIN REGULATIONS. Neither the making of any Advance
hereunder, nor the use of the proceeds thereof, will violate or be inconsistent
with the provisions of Regulation T, U or X.

                6.08    TAXES. Each Borrower and its Subsidiaries have filed all
Federal income Tax Returns and all other material Tax Returns that are required
to be filed by them and have paid all Taxes otherwise required to be paid by
them, except for any such taxes (other than payroll Taxes), if any, that are
being appropriately contested in good faith by appropriate proceedings
diligently conducted and with respect to which adequate reserves have been
provided in accordance with GAAP or except as permitted by the Bankruptcy Code
to the contrary. The charges, accruals and reserves on the books of each
Borrower and its Subsidiaries in respect of taxes and other governmental charges
are adequate.

                6.09    INVESTMENT COMPANY ACT. No Borrower nor any Subsidiary
of a Borrower is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended. No Borrower is subject to any Federal or state statute or regulation
which limits its ability to incur indebtedness.

                6.10    NO LEGAL BAR. Subject to the entry of the Interim Order
(or the Final Order, when applicable), neither the execution, delivery and
performance of this Loan Agreement, the borrowings hereunder and the use of the
proceeds thereof nor the provisions of any other Loan Documents will violate any
Requirement of Law or Contractual Obligation (other than violations the
enforcement of which will be stayed by virtue of the filing of the Chapter 11
Cases) of any Borrower or of any Subsidiary of a Borrower and will not result
in, or require, the creation or imposition of any Lien (other than the Liens
created hereunder) on any of its respective properties or revenues pursuant to
any such Requirement of Law or Contractual Obligation.

                6.11    NO DEFAULT. No Borrower nor any Subsidiary of a Borrower
is in default under or with respect to any of its Contractual Obligations in any
respect which should reasonably be expected to have a Material Adverse Effect.
No Default or Event of Default has occurred and is continuing.

                6.12    COLLATERAL; COLLATERAL SECURITY; ADMINISTRATIVE
PRIORITY.

                (a)     No Borrower has assigned, pledged, or otherwise conveyed
or encumbered any Collateral (including the Mortgage Loans) to any other Person
except as permitted hereunder. Immediately prior to the pledge of any Mortgage
Loans to the Agent, the applicable Borrower represents that it is the sole owner
of such Mortgage Loan and has good and marketable title thereto, free and clear
of all Liens, in each case except for Liens to be released simultaneously with
the Liens granted in favor of the Agent hereunder and no Person other than a
Borrower has any Lien on any Mortgage Loan.

                (b)     The provisions of this Loan Agreement, together with the
Interim Order (or the Final Order, when applicable), are effective to create in
favor of the Agent a valid and perfected security interest in all right, title
and interest of the Borrowers in, to and under the Collateral.

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<PAGE>

                (c)     Upon receipt by the Custodian of each Mortgage Note,
endorsed in blank by a duly authorized officer of the payee or last endorsee,
the Agent shall have a fully perfected first priority security interest therein,
in the Mortgage Loan evidenced thereby and in the mortgagee's interest in the
related Mortgaged Property.

                (d)     Upon the entry of the Interim Order (or the Final Order,
as applicable), the security interests granted hereunder in the Collateral will
constitute fully perfected security interests with the priority provided for
herein in all right, title and interest of the Borrowers in, to and under the
Collateral.

                (e)     With respect to each Mortgage Loan included in the
Tranche A Borrowing Base or, after payment in full of the Greenwich Pre-Petition
Loan Agreement, the Tranche E Borrowing Base, the Borrowers have delivered the
Mortgage File including the Mortgage Note to the Custodian to hold pursuant to
the Custodial Agreement.

                (f)     As of the Closing Date, the Obligations of the Borrowers
will constitute allowed administrative expenses in the Chapter 11 Case having
priority in payment over all other administrative expenses and unsecured claims
against the Borrowers now existing or hereafter arising, of any kind or nature
whatsoever, including without limitation all administrative expenses of the kind
specified in Sections 503(b) and 507(b) of the Bankruptcy Code, subject, as to
priority, only to the Carve-Out having priority over the Obligations to the
extent set forth in the definition thereof, but excluding any Avoidance Actions.

                (g)     The Lien and security interest of the Agent on the
Collateral is a valid and perfected first priority Lien subject, as to priority,
only to Liens existing on the Effective Date securing the Senior Claims set
forth on SCHEDULE F.

                6.13    CHIEF EXECUTIVE/OPERATING OFFICES. The chief executive
office and the chief operating office of each of the Borrowers and each of their
Subsidiaries for the period from (a) the earlier of 5 years prior to the Closing
Date and the date that such Person was organized, through and including (b) the
Closing Date, is specified on SCHEDULE 6.13.

                6.14    LOCATION OF BOOKS AND RECORDS. The location where each
Borrower keeps its books and records including all computer tapes and records
relating to the Collateral is at 101 E. Penn Square, Philadelphia, Pennsylvania
and the office of the Custodian as set forth in the Custodial Agreement.

                6.15    TRUE AND COMPLETE DISCLOSURE. The information, reports,
financial statements, exhibits and schedules furnished in writing by or on
behalf of the Borrowers to the Agent or any Lender in connection with the
negotiation, preparation or delivery of this Loan Agreement, the other Loan
Documents or included herein or therein or delivered pursuant hereto or thereto,
when taken as a whole, do not contain any untrue statement of material fact or
omit to state any material fact necessary to make the statements herein or
therein, in light of the circumstances under which they were made, not
misleading. All written information furnished after the date hereof by or on
behalf of the Borrowers to the Agent or any Lender in connection with this Loan
Agreement, the other Loan Documents and the transactions contemplated hereby and
thereby will be true, complete and accurate in every material respect, or (in
the case of the

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Budget or projections) based on reasonable estimates, on the date as of which
such information is stated or certified. There is no Material Adverse Change and
no fact known to a Responsible Officer that, after due inquiry, could reasonably
be expected to have a Material Adverse Effect that has not been disclosed
herein, in the other Loan Documents or in a report, financial statement,
exhibit, schedule, disclosure letter or other writing furnished to the Lenders
for use in connection with the transactions contemplated hereby or thereby.

                6.16    ERISA. Each Plan to which a Borrower or its Subsidiaries
make direct contributions, and, to the knowledge of each Borrower, each other
Plan and each Multiemployer Plan, is in compliance in all material respects
with, and has been administered in all material respects in compliance with, the
applicable provisions of ERISA, the Code and any other Federal or State law. No
event or condition has occurred and is continuing as to which any Borrower would
be under an obligation to furnish a report to the Agent under SECTION 7.01(F)
hereof. No accumulated funding deficiency (as defined in SECTION 412 of the Code
or SECTION 302 of ERISA) has occurred with respect to any Plan. No Borrower nor
any ERISA Affiliate is subject to any present or potential liability under Title
IV of ERISA which, individually or in the aggregate, could have a Materially
Adverse Effect. No material liability to the PBGC (other than required premium
payments), the Internal Revenue Service, any Plan or trust established under
Title IV of ERISA has been, or is expected by any Borrower or any ERISA
Affiliate to be, incurred by any Borrower or any ERISA Affiliate. No Borrower
nor any ERISA Affiliate has any contingent liability with respect to any
post-retirement benefit under any "welfare plan" (as defined in SECTION 3(1) of
ERISA), other than liability for continuation coverage under Part 6 of Title I
of ERISA. No lien under SECTION 412(N) of the Code or 302(f) of ERISA or
requirement to provide security under SECTION 401(A)(29) of the Code or SECTION
307 of ERISA has been or is reasonably expected by any Borrower or any ERISA
Affiliate to be imposed on the assets of any Borrower or any ERISA Affiliate. No
Borrower, the Company nor any ERISA Affiliate has engaged in any transaction
prohibited by SECTION 408 of ERISA or SECTION 4975 of the Code. As of the
Closing Date and throughout the term of the Loan Agreement, each Borrower is not
and will not be an "employee benefit plan" as defined in SECTION 3(3) of ERISA,
which is subject to Title I of ERISA, and none of the assets of the Borrowers
will constitute "plan assets" of one or more such plans for purposes of Title I
of ERISA or section 4975 of the Code.

                6.17    NO AGENT OR LENDER LICENSES. No Lender nor the Agent
will be required as a result of this Loan Agreement or the financing or taking a
pledge of the Mortgage Loans to be licensed, registered or approved or to obtain
permits or otherwise qualify (i) to do business in any state in which it
currently so required or (ii) under any state consumer lending, fair debt
collection or other applicable state statute or regulation.

                6.18    APPROVED MORTGAGE ORIGINATORS LICENSES. Each Approved
Mortgage Originator is licensed (or exempt from licensing) to originate Mortgage
Loans in its own name or through brokers on the date of this Loan Agreement in
all states as shown on SCHEDULE 6.18.

                6.19    NO BURDENSOME RESTRICTIONS. No Requirement of Law or
Contractual Obligation of any Borrower or any of its Subsidiaries has a Material
Adverse Effect.

                6.20    SUBSIDIARIES. All of the Subsidiaries of the Borrowers
at the date hereof are listed on SCHEDULE 6.20 to this Loan Agreement.

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                6.21    ORIGINATION AND ACQUISITION OF MORTGAGE LOANS. The
Mortgage Loans were either (i) originated by an Approved Mortgage Originator,
and the origination and collection practices used by the Approved Mortgage
Originator, any subsequent mortgagee and any servicer therefor, as applicable,
with respect to the Mortgage Loans have been, in all material respects legal and
proper, prudent, and customary in the residential mortgage loan servicing
business, and in accordance with the Approved Underwriting Guidelines or (ii)
acquired by the Borrower under an Approved Purchase Program and are in
conformity with the Approved Underwriting Guidelines. Each of the Mortgage Loans
complies with the representations and warranties listed in SCHEDULE E hereto.

                6.22    NO ADVERSE SELECTION. No Borrower used any selection
procedures that identified the Mortgage Loans as being less desirable or
valuable than other comparable Mortgage Loans owned by such party.

                6.23    FRAUDULENT CONVEYANCE. None of the Borrowers is
transferring any Mortgage Loans with any intent to hinder, delay or defraud any
of its respective creditors.

                6.24    ORDERS. The Interim Order (or the Final Order, when
applicable) is in full force and effect, and has not been reversed, stayed,
modified or amended absent the consent of the Lenders and the Borrowers.

                6.25    SERVICING REIMBURSEMENT RIGHTS. (a) Borrowers hold all
rights, title and interest in the Servicing Reimbursement Rights free and clear
of all Liens, counterclaims, defenses and rights of set-off.

                (b)     Servicing Reimbursement Rights which constitute
Collateral in the aggregate amount of at least $35,000,000 qualify as Servicing
Reimbursement Rights under the relevant securitization documents, and the
Borrowers have no reason to believe that the foregoing do not qualify for
reimbursement to the extent of available funds under the terms of the related
securitization documents.

                (c)     The Servicing Reimbursement Rights which are included in
the Borrowing Base hereunder are outstanding and have not been waived by or
reimbursed to the Borrowers or any of their Affiliates.

                6.26    COLLECTION ACCOUNTS AND ESCROW ACCOUNTS. The collection
accounts and escrow accounts of the Servicer held for the benefit of third
parties (including, without limitation, any collection and escrow accounts
required to be maintained pursuant to the governing Securitization Trust
documents) shall be fully funded (or the applicable amounts shall be on deposit
in segregated accounts) in accordance with the terms of the applicable
securitization documents and as set forth in the Orders, after giving effect to
the initial funding under this Loan Agreement. The Borrowers shall provide an
officer's certificate in support thereof, in form and substance satisfactory to
the Agent.

                6.27    WAREHOUSE TRUST TAX STATUS. Each of Trust 2003-1, Trust
2003-2 and Trust 2004-1 are either (i) treated as partnerships or disregarded
entities for federal income tax purposes or (ii) treated as corporations for
federal income tax purposes and consolidated into ABFS and its consolidated
subsidiaries for tax purposes.

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                SECTION 7. COVENANTS OF THE BORROWERS. Each Borrower covenants
and agrees with the Agent and the Lenders that, so long as any Advance is
outstanding and until payment in full of all Obligations:

                7.01    FINANCIAL STATEMENTS AND OTHER INFORMATION. The
Borrowers shall deliver (or cause to be delivered) to the Agent and each Lender:

                (a)     (i) as soon as available and in any event within 20 days
after the end of each month, the consolidating balance sheets of the Company and
its consolidated Subsidiaries as at the end of such month and the related
unaudited consolidated statements of income and retained earnings and of cash
flows for the Company and its consolidated Subsidiaries for such month and the
portion of the fiscal year through the end of such month, setting forth in each
case in comparative form (A) the figures for the immediately preceding year and
(B) the corresponding figures forecast in the Budget, accompanied by a
certificate of a Responsible Officer of the Company, which certificate shall
state that said consolidating financial statements fairly present the
consolidating financial condition and results of operations of the Company and
its Subsidiaries in accordance with GAAP, consistently applied, as at the end
of, and for, such month (subject to normal year-end audit adjustments);

                (ii)    as soon as available and in any event within 50 days
after the end of each of the first three quarterly fiscal periods of each fiscal
year of the Company, the consolidated balance sheets of the Company and its
consolidated Subsidiaries as at the end of such period and the related unaudited
consolidated statements of income and retained earnings and of cash flows for
the Company and its consolidated Subsidiaries for such period and the portion of
the fiscal year through the end of such period, setting forth in each case in
comparative form the figures for the previous year, accompanied by a certificate
of a Responsible Officer of the Company, which certificate shall state that said
consolidated financial statements fairly present the consolidated financial
condition and results of operations of the Company and its Subsidiaries in
accordance with GAAP, consistently applied, as at the end of, and for, such
period (subject to normal year-end audit adjustments);

                (b)     contemporaneous with the filing thereof, copies of all
pleadings, motions, applications, financial information and other papers and
documents filed by the Borrowers in the Chapter 11 Cases, with copies of such
papers and documents also provided to or served on the Agent's counsel;

                (c)     promptly after the sending thereof, copies of all
material written reports and all term sheets for a plan of reorganization given
by the Borrowers to the Committee or any other official or unofficial creditors'
committee in the Chapter 11 Cases;

                (d)     the various borrowing base certificates, reports and
other deliveries set forth on SCHEDULE 7.01(D), as and when required by such
schedule;

                (e)     from time to time such other information regarding the
financial condition, operations, or business of the Borrowers or any Affiliate
of the Borrowers as the Agent or any Lender may reasonably request; and

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                (f)     as soon as reasonably possible, and in any event within
ten (10) Business Days after a Responsible Officer knows, or with respect to any
Plan or Multiemployer Plan to which any Borrower or any of its Subsidiaries
makes direct contributions, has reason to believe, that any of the events or
conditions specified below with respect to any Plan or Multiemployer Plan has
occurred or exists, a statement signed by a senior financial officer of the
Administrative Borrower setting forth details respecting such event or condition
and the action, if any, that such Borrower or its ERISA Affiliate proposes to
take with respect thereto (and a copy of any report or notice required to be
filed with or given to PBGC by the Borrowers or an ERISA Affiliate with respect
to such event or condition):

                (i)     any reportable event, as defined in SECTION 4043(B) of
        ERISA and the regulations issued thereunder, with respect to a Plan, as
        to which PBGC has not by regulation or otherwise waived the requirement
        of SECTION 4043(A) of ERISA that it be notified within thirty (30) days
        of the occurrence of such event (PROVIDED that a failure to meet the
        minimum funding standard of SECTION 412 of the Code or SECTION 302 of
        ERISA, including, without limitation, the failure to make on or before
        its due date a required installment under SECTION 412(M) of the Code or
        SECTION 302(E) of ERISA, shall be a reportable event regardless of the
        issuance of any waivers in accordance with SECTION 412(D) of the Code);
        and any request for a waiver under SECTION 412(D) of the Code for any
        Plan;

                (ii)    the distribution under SECTION 4041(C) of ERISA of a
        notice of intent to terminate any Plan or any action taken by the
        Borrower, the Company or an ERISA Affiliate to terminate any Plan;

                (iii)   the institution by PBGC of proceedings under SECTION
        4042 of ERISA for the termination of, or the appointment of a trustee to
        administer, any Plan, or the receipt by any Borrower or any ERISA
        Affiliate of a notice from a Multiemployer Plan that such action has
        been taken by PBGC with respect to such Multiemployer Plan;

                (iv)    the complete or partial withdrawal from a Multiemployer
        Plan by any Borrower or any ERISA Affiliate that results in liability
        under SECTION 4201 or 4204 of ERISA (including the obligation to satisfy
        secondary liability as a result of a purchaser default) or the receipt
        by any Borrower or any ERISA Affiliate of notice from a Multiemployer
        Plan that it is in reorganization or insolvency pursuant to SECTION 4241
        or 4245 of ERISA or that it intends to terminate or has terminated under
        SECTION 4041A of ERISA;

                (v)     the institution of a proceeding by a fiduciary of any
        Multiemployer Plan against any Borrower or any ERISA Affiliate to
        enforce SECTION 515 of ERISA, which proceeding is not dismissed within
        30 days; and

                (vi)    the adoption of an amendment to any Plan that, pursuant
        to SECTION 401(A)(29) of the Code or SECTION 307 of ERISA, would result
        in the loss of tax-exempt status of the trust of which such Plan is a
        part if any Borrower or an ERISA Affiliate fails to timely provide
        security to such Plan in accordance with the provisions of said
        Sections.

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                The Borrowers will furnish to the Agent and the Lenders, at the
time it furnishes each set of financial statements pursuant to paragraphs (a)
and (b) above, a certificate of a Responsible Officer of each of the Borrowers
to the effect that, to the best of such Responsible Officer's knowledge, each of
the Borrowers during such fiscal period or year has observed or performed all of
its covenants and other agreements, and satisfied every material condition,
contained in this Loan Agreement and the other Loan Documents to be observed,
performed or satisfied by it, and that such Responsible Officer has obtained no
knowledge of any Default, Event of Default or default under any Loan Document
except as specified in such certificate (and, if any such Default, Event of
Default or default has occurred and is continuing, describing the same in
reasonable detail and describing the action the applicable Borrower has taken or
proposes to take with respect thereto).

                7.02    LITIGATION. Each Borrower shall promptly, and in any
event within 5 Business Days after service of process on such Borrower, give to
the Agent and the Lenders notice of all legal or arbitrable proceedings
affecting the Borrowers that questions or challenges the validity or
enforceability of any of the Loan Documents or as to which there is a reasonable
likelihood of adverse determination which would result in a Material Adverse
Effect.

                7.03    EXISTENCE, ETC. Each Borrower shall:

                (a)     preserve and maintain its legal existence and all of its
material rights, privileges, licenses and franchises;

                (b)     comply with the requirements of all applicable laws,
rules, regulations and orders of Governmental Authorities (including, without
limitation, truth in lending, real estate settlement procedures and all
environmental laws) if failure to comply with such requirements would be
reasonably likely (either individually or in the aggregate) to have a Material
Adverse Effect;

                (c)     keep adequate records and books of account, in which
complete entries will be made in accordance with GAAP consistently applied;

                (d)     not move its chief operating office from the addresses
referred to in SECTION 6.13 unless it shall have provided the Agent 30 days
prior written notice of such change;

                (e)     pay and discharge and make deposit of all Taxes,
assessments and governmental charges or levies imposed on it or on its income or
profits or on any of its Property or which it is otherwise required to deposit
prior to the date on which such Taxes are due, except for any such Tax,
assessment, charge or levy (excluding payroll Taxes) the payment of which is
being contested in good faith and by proper proceedings and against which
adequate reserves are being maintained in accordance with GAAP or except as
permitted by the Bankruptcy Code; and

                (f)     permit representatives of the Agent, any Lender or any
Lender-Related Party, during normal business hours upon three (3) Business Days'
prior written notice at a mutually desirable time (or at any time and from time
to time during the continuance of an Event of Default), to examine, copy and
make extracts from its and the Servicer's books and records, to inspect any of
its and the Servicer's Properties, and to discuss its and the Servicer's
business and

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affairs with its and the Servicer's officers, all to the extent reasonably
requested by the Agent, any Lender or any Lender-Related Party.

                7.04    PROHIBITION OF FUNDAMENTAL CHANGES. No Borrower will
enter into any transaction of merger or consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or
dissolution) or sell all or substantially all of its assets.

                7.05    BORROWING BASE DEFICIENCY. If at any time there exists a
Borrowing Base Deficiency the Borrowers shall cure same in accordance with
SECTION 2.06 hereof.

                7.06    LIQUIDITY. The Borrowers shall at all times have (a)
prior to the earlier of Final Servicing Transfer and May 31, 2005, Qualified
Cash and Availability of not less than $5,000,000 in the aggregate and (b) on
and after the earlier of Final Servicing Transfer and May 31, 2005, either (i)
Qualified Cash and Availability of not less than $5,000,000 in the aggregate or
(ii)(x) Qualified Cash and Availability of not less than $2,500,000 in the
aggregate and (y)(1) Qualified Cash and Availability PLUS (2)(A) the outstanding
principal amount of Eligible Mortgage Loans LESS (B) the amount of outstanding
Tranche A Advances of not less than $10,000,000 in the aggregate.

                7.07    SATISFACTION OF CONDITIONS PRECEDENT FOR THE FINAL
ORDER. Each Borrower shall use its reasonable best efforts to satisfy the
conditions precedent to obtain the Final Order by March 1, 2005.

                7.08    TRANSFER OF GREENWICH PRE-PETITION LOAN AGREEMENT
COLLATERAL. Upon the payment in full of the Greenwich Pre-Petition Loan
Agreement, Trust 2003-2 shall transfer the Collateral (as defined in the
Greenwich Pre-Petition Loan Agreement) and any remaining proceeds thereof to one
or more Borrowers, subject to the first priority Lien of the Agent hereunder
pursuant to documentation in form and substance satisfactory to the Agent.

                7.09    NOTICES. Each Borrower shall give notice to the Agent
and the Lenders promptly:

                (a)     upon any Borrower becoming aware of, and in any event
within one (1) Business Day after, the occurrence of any Default or Event of
Default or any event of default or default under any other material agreement of
a Borrower;

                (b)     upon, and in any event within three (3) Business Days
after, service of process on any Borrower or any Affiliate of any Borrower, or
any agent thereof for service of process, in respect of any legal or arbitrable
proceedings affecting any Borrower or any Subsidiary or Affiliate of any
Borrower (i) that questions or challenges the validity or enforceability of any
of the Loan Documents or (ii) in which the amount in controversy exceeds
$300,000;

                (c)     upon any Borrower becoming aware of any default related
to any Collateral, any Material Adverse Change, or any Material Adverse Effect;

                (d)     upon any Borrower becoming aware during the normal
course of its business that the Mortgaged Property in respect of any Mortgage
Loan or Mortgage Loans with

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an aggregate unpaid principal balance of at least $1,000,000 has been damaged by
waste, fire, earthquake or earth movement, windstorm, flood, tornado or other
casualty, or otherwise damaged so as to materially and adversely affect the
Collateral Value of such Mortgage Loan; and

                (e)     upon the entry of a judgment or decree affecting the
Borrowers in an amount in excess of $100,000.

Each notice pursuant to this SECTION 7.09 shall be accompanied by a statement of
a Responsible Officer of the applicable Borrower setting forth details of the
occurrence referred to therein and stating what action the applicable Borrower
has taken or proposes to take with respect thereto.

                7.10    SERVICING.

                (a)     Except as provided in SECTION 11.18(C), each Borrower
shall not permit any Person other than the Servicer, any Approved Mortgage
Originator engaged as a subservicer in accordance with the terms of the
Servicing Agreement or the Back-Up Servicer to service Mortgage Loans without
the prior written consent of the Agent, which consent shall not be unreasonably
withheld.

                (b)     Until transfer of servicing to a servicer reasonably
acceptable to the Lenders or pursuant to the Final Servicing Transfer, ABC (and
through its subservicers ABMS and HAC) shall at all times be the servicer of the
loans relating to the IOS for which it was acting as servicer as of the Filing
Date (other than with respect to ABFS Mortgage Loan Trust 2003-1) and shall
perform its obligations in accordance with the related Pooling and Servicing
Agreements.

                (c)     Each Borrower shall cause the Servicing Rights relating
to all IOS to be transferred in accordance with the Orders.

                (d)     Each Borrower shall cooperate fully with the Agent in
the exercise of each of the call options relating to the Securitization Trusts.

                (e)     Each Borrower shall agree to apply the collection of
Servicing Reimbursement Rights in compliance with the related Securitization
Trust documents.

                (f)     The Borrowers shall continue to fund Periodic Advances
to the extent necessary to ensure that each Securitization Trust's Periodic
Advance requirement is fully funded each month.

                7.11    SERVICING REIMBURSEMENT RIGHTS. Each Borrower may seek
reimbursement of Servicing Reimbursement Rights consistent with past practices;
PROVIDED, THAT, in the event that Tranche D Advances are outstanding as of May
1, 2005, the Borrowers shall seek reimbursement of all Servicing Reimbursement
Rights as directed by the Agent.

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                7.12    UNDERWRITING GUIDELINES. Each Borrower shall provide
prompt notice to the Agent and the Lenders of any revisions or modifications to
the Approved Underwriting Guidelines; PROVIDED THAT no such changes which are
material shall become effective without the prior written consent of the Agent.

                7.13    LINES OF BUSINESS. The Borrowers will not engage to any
substantial extent in any line or lines of business activity other than the
businesses engaged in by the Borrowers as of the Closing Date.

                7.14    TRANSACTIONS WITH AFFILIATES. Other than with respect to
transactions solely among the Borrowers, no Borrower will enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate or any
Permitted Holder unless such transaction is (a) otherwise permitted under this
Loan Agreement or the other Loan Documents, (b) in the ordinary course of such
Borrower's business and (c) upon fair and reasonable terms no less favorable to
such Borrower than it would obtain in a comparable arm's length transaction with
a Person which is not an Affiliate or a Permitted Holder, or make a payment that
is not otherwise permitted by this SECTION 7.14 to any Affiliate or a Permitted
Holder.

                7.15    USE OF PROCEEDS. The Borrowers will use the proceeds of
(a) the Tranche A Advances solely to finance Mortgage Loans originated by
Approved Mortgage Originators in accordance with the Approved Underwriting
Guidelines or to acquire Mortgage Loans pursuant to Approved Purchase
Agreements, (b) the Tranche B Advances solely to finance Wet-Ink Mortgage Loans
from Approved Mortgage Originators in accordance with the Approved Underwriting
Guidelines or to acquire Mortgage Loans pursuant to Approved Purchase
Agreements, (c) the Tranche C Advances for general corporate purposes of the
Borrowers in accordance with the Budget, including, without limitation, (i)
repayment of obligations owed to Patriot pursuant to the Patriot Repurchase
Agreement, (ii) to repay the Clearwing Obligations (it being noted that neither
the Agent nor any Lender shall receive any proceeds from the repayment of
Patriot and the Clearwing Obligations) and (iii) to deposit on the Closing Date
(A) an aggregate of approximately $5,700,000 in the collection accounts and
escrow accounts of the Servicer held for the benefit of third parties in order
to comply with SECTION 6.26 hereof and (B) to the extent not already funded,
$200,000 in the Firstrust Bank clearing account, (d) the Tranche D Advances for
general corporate purposes in accordance with the Budget, (e) the Tranche E
Advances to repay the Clearwing Obligations (it being noted that neither the
Agent nor any Lender shall receive any proceeds from the repayment of the
Clearwing Obligations) and (f) all Advances to fund Lender Expenses, Agent
Advances and fees pursuant to SECTION 3.07(A) and the repayment of any other
Obligations.

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                7.16    LIMITATION ON LIENS. No Borrower will, nor will it
permit or allow others to, create, incur or permit to exist any Lien, security
interest or claim on or to any of its Property, except for (i) Eligible Mortgage
Permitted Liens, (ii) Liens set forth on SCHEDULE 7.16, (iii) subordinated Liens
on the Collateralized Sub-debt Shared Collateral securing obligations under the
Collateralized Sub-debt Indentures and (iv) liens on the Collateral created
pursuant to this Loan Agreement and the other Loan Documents. Each Borrower will
defend the Collateral against, and will take such other action as is necessary
to remove, any Lien, security interest or claim on or to the Collateral, other
than the security interests created or allowed under this Loan Agreement, and
each Borrower will defend the right, title and interest of the Agent and the
Lenders in and to any of the Collateral against the claims and demands of all
persons whomsoever.

                7.17    LIMITATION ON SALE OF ASSETS. No Borrower will convey,
sell, lease, assign, transfer or otherwise dispose of (collectively,
"TRANSFER"), any of its Property, business or assets (including, without
limitation, receivables and leasehold interests) whether now owned or hereafter
acquired, other than Permitted Dispositions.

                7.18    LIMITATION ON DISTRIBUTIONS. Without the Lenders'
consent, except as otherwise provided in the Orders, no Borrower will make any
payment on account of, or set apart assets for a sinking or other analogous fund
for the purchase, redemption, defeasance, retirement or other acquisition of,
any stock or senior or subordinate debt of such Borrower, whether now or
hereafter outstanding, or make any other distribution in respect thereof, either
directly or indirectly, whether in cash or property or in obligations of such
Borrower.

                7.19    RESTRICTED PAYMENTS. No Borrower shall make any
Restricted Payments other than Restricted Payments by any Borrower to any other
Borrower.

                7.20    LOANS, ADVANCES, INVESTMENTS, ETC. The Borrowers shall
not make or commit or agree to make any loan, advance, guarantee of obligations,
other extension of credit or capital contributions to, or hold or invest in or
commit or agree to hold or invest in, or purchase or otherwise acquire or commit
or agree to purchase or otherwise acquire any shares of the Capital Stock,
bonds, notes, debentures or other securities of, or make or commit or agree to
make any other investment in, any other Person, or purchase or own any futures
contract or otherwise become liable for the purchase or sale of currency or
other commodities at a future date in the nature of a futures contract, or
permit any of its Subsidiaries to do any of the foregoing, except for: (i)
investments existing on the Closing Date, as set forth on SCHEDULE 7.20 hereto,
but not any increase in the amount thereof as set forth in such Schedule or any
other modification of the terms thereof, (ii) loans and advances by any Borrower
to another Borrower made in the ordinary course of business, (iii) Mortgage
Loans made by HAC and ABMS in the ordinary course of business and (iv) cash and
Cash Equivalents held in Control Accounts and the Advance Account.

                7.21    ORDERS, ADMINISTRATIVE PRIORITY; LIEN PRIORITY; PAYMENT
OF CLAIMS.

                (a)     The Borrowers shall not at any time seek, consent to or
suffer to exist any modification, stay, vacation or amendment of the Orders
except for modifications and amendments agreed to by the Agent.

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                (b)     The Borrowers shall not at any time suffer to exist a
priority for any administrative expense or unsecured claim against any Borrower
(now existing or hereafter arising of any kind or nature whatsoever, including
without limitation any administrative expenses of the kind specified in Sections
503(b) and 507(b) of the Bankruptcy Code) equal or superior to the priority of
the Lenders in respect of the Obligations, except for the Carve-Out having
priority over the Obligations to the extent set forth in the definition thereof.

                (c)     The Borrowers shall not at any time suffer to exist any
Lien on the Collateral having a priority equal or superior to the Lien in favor
of the Agent and the Lenders in respect of the Collateral except for Liens
permitted under SECTION 7.16 hereof.

                (d)     Prior to the date on which the Obligations have been
paid in full in cash and the Commitments have been terminated, the Borrowers
shall not pay any administrative expense claims except (i) Priority Professional
Expenses and other payments pursuant to the definition of the term "Carve-Out,"
(ii) any Obligations due and payable hereunder, (iii) other administrative
expense claims incurred in the ordinary course of the business of the Borrowers
or their respective Chapter 11 Cases and (iv) as otherwise provided in the
Orders.

                7.22    INFORMATION FROM APPROVED MORTGAGE ORIGINATORS AND
SERVICING TRANSMISSION. Each Borrower shall also provide (or cause to be
provided) to the Agent and the Lenders on a monthly basis no later than 11:00
a.m. eastern time two (2) Business Days prior to each Payment Date (or such
other day requested by the Agent) (i) the Servicing Transmission, on a
loan-by-loan basis and in the aggregate, with respect to the Mortgage Loans
serviced by the Servicer which were funded prior to the first day of the current
month, summarizing the Servicer's delinquency and loss experience with respect
to Mortgage Loans serviced by the Servicer (including, in the case of the
Mortgage Loans, the following categories: current, 30-59, 60-89, 90-119, 120-149
and 150+) and (ii) any other information reasonably requested by the Agent, any
Lender or the Back-Up Servicer with respect to the Mortgage Loans. Each Borrower
also agrees to provide such other information as the Agent or any Lender may
reasonably request from time to time.

                7.23    NO AMENDMENT OR WAIVER. No Borrower will, without the
prior consent of the Lenders, nor will it permit or allow others to amend,
modify, terminate or waive any provision of any Mortgage Loan to which such
Borrower is a party in any manner which shall reasonably be expected to
materially and adversely affect the value of such Mortgage Loan as Collateral.

                7.24    MAINTENANCE OF PROPERTY; INSURANCE. Each Borrower shall
keep all of its property useful and necessary in its business in good working
order and condition. Each Borrower shall maintain errors and omissions insurance
or mortgage impairment insurance and blanket bond coverage in such amounts as
are in effect on the Closing Date (as disclosed to Lenders in writing) and shall
not permit the reduction of such coverage without the written consent of the
Lenders, and shall also cause to be maintained such other insurance with
financially sound and reputable insurance companies, and with respect to
property and risks of a character usually maintained by entities engaged in the
same or similar business similarly situated, against loss, damage and liability
of the kinds and in the amounts customarily maintained by such entities.

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                7.25    FURTHER IDENTIFICATION OF COLLATERAL. Each Borrower will
furnish (or cause to be furnished) to the Agent and the Lenders from time to
time statements and schedules further identifying and describing the Collateral
and such other reports in connection with the Collateral as the Agent or any
Lender may reasonably request, all in reasonable detail.

                7.26    MORTGAGE LOAN DETERMINED TO BE DEFECTIVE. Upon discovery
by any Borrower, the Agent or any Lender of any breach of any representation or
warranty listed on SCHEDULE E hereto applicable to any Mortgage Loan, the party
discovering such breach shall promptly give notice of such discovery to the
other parties. Neither the existence nor the substance of any provision of
SCHEDULE E shall be construed to limit, restrict or qualify the Agent's and the
Lenders' rights under (i) this Loan Agreement in respect of determining the
value or Market Value of any Mortgages Loans or (ii) SECTION 2.06.

                7.27    INTEREST RATE PROTECTION AGREEMENTS. At the Agent's
request, the Borrowers shall deliver (or cause to be delivered) to the Agent and
the Lenders any and all information relating to Interest Rate Protection
Agreements.

                7.28    CERTIFICATE OF A RESPONSIBLE OFFICER OF THE BORROWERS.
At the time that the Borrowers deliver financial statements to the Agent and the
Lenders in accordance with SECTION 7.01 hereof, the Borrowers shall forward to
the Agent and the Lenders a certificate of a Responsible Officer of the
Borrowers which certifies that each Borrower is in compliance with the covenants
set forth in this Loan Agreement.

                7.29    ALTERNATIVE COLLATERAL. No Borrower will cause or permit
any Eligible Mortgage Loan which is at any time used as collateral for an
Advance hereunder to be subsequently used as collateral pursuant to any other
financing, note purchase, loan warehouse, repurchase or similar facility
maintained by a Borrower with any third party without the express written
consent of the Agent and the Lenders, unless such Mortgage Loan is no longer an
Eligible Mortgage Loan or has otherwise been released by the Agent pursuant to
SECTION 4.13 of this Loan Agreement.

                7.30    ERISA. No Borrower will engage in any transaction which
would cause any obligation, or action taken or to be taken, hereunder (or the
exercise by the Agent or any Lender of any of its rights under this Loan
Agreement or the other Loan Documents) to be a non-exempt (under a statutory or
administrative class exemption) prohibited transaction under ERISA or result in
a violation of a state statute regulating governmental plans that would subject
the Lender to liability for a violation of ERISA or such state statute.

                7.31    HEDGING. Upon the Agent's written request, the Borrowers
will cause the Mortgage Loans pledged under this Loan Agreement to be hedged by
the Borrowers pursuant to an Interest Rate Protection Strategy. The Agents and
the Lenders shall have the benefit of the Interest Rate Protection Strategy in
accordance with SECTION 5.02(l).

                7.32    OTHER INDEBTEDNESS. The Borrowers shall not incur any
other Indebtedness (including any accrued interest thereon), other than
Indebtedness incurred under this Loan Agreement and Indebtedness set forth on
SCHEDULE 7.32.

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                7.33    POOLING AND SERVICING AGREEMENTS. Without the consent of
the Lenders and subject to the Consent Letters and the Orders, the Borrowers
shall not modify or permit the modification of the Pooling and Servicing
Agreements relating to the IOS (other than with respect to ABFS Mortgage Loan
Trust 2003-1), the related Servicing Rights or Servicing Reimbursement Rights.

                7.34    NO WAIVER OF SERVICING REIMBURSEMENT RIGHTS. Without the
consent of the Agent, if there are any outstanding Tranche D Advances as of May
1, 2005, the Borrowers shall not, at any time thereafter, waive reimbursement of
any Servicing Reimbursement Rights due to the servicer. While it is the servicer
of any Securitization Trust, the Borrowers shall repurchase mortgage loans from
the Securitization Trusts consistent with past practices and the applicable
Pooling and Servicing Agreements to manage delinquency and loss triggers
enabling the IOS to cash flow.

                7.35    CASH FLOW. For each month beginning February 2005, on a
cumulative basis for the period beginning February 1, 2005 and ending on the
last day of such month, the Borrowers shall not permit the actual cumulative
consolidated net cash flow, represented on line 4-A8 in the Budget, to be more
than $6,000,000 less than the amount of cumulative consolidated net cash flow
set forth in the Budget for such period.

                7.36    OPINIONS. If the aggregate outstanding principal balance
of Eligible Mortgage Loans secured by Mortgaged Property from any state exceeds
5% of the aggregate outstanding principal balance of all Eligible Mortgage
Loans, then upon the Agent's request, the Borrowers shall deliver an opinion of
counsel acceptable to the Agent in such state within 30 days of the date that
the aggregate outstanding principal balance of Eligible Mortgage Loans secured
by Mortgaged Property in such state exceeds 5%.

                7.37    MORTGAGE LOAN ORIGINATIONS AND COMMITMENTS. Prior to
February 28, 2005, the Borrowers shall not originate Mortgage Loans in an
aggregate principal amount in excess of $50,000,000. As of February 28, 2005,
the Borrowers shall not have outstanding commitments to originate Mortgage Loans
in an aggregate principal amount in excess of $50,000,000. Until entry of the
Final Order, the Borrowers shall not originate or commit to originate Mortgage
Loans in an aggregate principal amount in excess of $100,000,000. The Borrowers
shall not become legally committed to make a mortgage loan to any person prior
to final underwriting approval thereof, which final approval shall, until
February 28, 2005, be subject to approval of such loan as a "Qualifying Mortgage
Loan" for purposes of SCHEDULE 11.26.

                7.38    FUNDING OF COLLECTION ACCOUNTS AND ESCROW ACCOUNTS. If
the collection accounts and escrow accounts of the Servicer held for the benefit
of third parties (including, without limitation, any collection and escrow
accounts required to be maintained pursuant to the governing Securitization
Trust documents) are not fully funded (or the applicable amounts on deposit in
segregated accounts) in accordance with the terms of the applicable
securitization documents and as set forth in the Orders, the Borrowers shall
fully fund such accounts within five (5) days of the earlier of (a) obtaining
knowledge thereof or (b) notice from the Agent.

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                SECTION 8. EVENTS OF DEFAULT. Each of the following events shall
constitute an event of default (an "EVENT OF DEFAULT") hereunder:

                (a)     the Borrowers shall fail to make a payment of any
principal of or interest on any Advance when such payment is due (whether at
stated maturity or upon acceleration); or

                (b)     the Borrowers shall fail to comply with SECTION 7.05 or
shall fail to make any mandatory prepayment under SECTION 2.06 to cure a
Borrowing Base Deficiency; or

                (c)     the Borrowers (i) shall fail to remit to the IOS
Account, the Mortgage Collection Account, the Servicing Reimbursement Account or
the 2003-2 Collection Account any amounts to be so remitted within 1 Business
Day of when due or (ii) shall default in the payment of any other Obligation or
any other amount due under any other Loan Document, and such default shall have
continued unremedied for 2 Business Days; or

                (d)     the Servicer or any Subservicer shall fail to remit to
the Mortgage Collection Account any material amount required to be so remitted
within 2 Business Days of the date required; or

                (e)     any representation, warranty or certification made or
deemed made herein (including in SECTION 6) or in any other Loan Document by any
Borrower or any certificate furnished to the Agent or any Lender pursuant to the
provisions thereof, shall prove to have been false or misleading in any material
respect as of the time made or furnished (other than the representations and
warranties set forth in SCHEDULE E which shall be considered solely for the
purpose of determining the Collateral Value of the Mortgage Loans unless (i) the
Borrowers shall have made any such representations and warranties with knowledge
that they were materially false or misleading at the time made or (ii) any such
representations and warranties have been determined in good faith by the Agent
to be materially false or misleading either on a regular basis or as to a
material quantity of Mortgage Loans); or

                (f)     Agent determines that any collection accounts or escrow
accounts for any of the Securitization Trusts are underfunded in any material
respect; or

                (g)     (i) the Borrowers shall fail to comply with the
requirements of SECTION 7.06, SECTION 7.08, SECTION 7.10, SECTION 7.20, SECTIONS
7.21, SECTIONS 7.32 or SECTIONS 7.34 through 7.38 hereof; (ii) the Borrowers
shall fail to comply with the requirements of SECTION 7.01(D), SECTION 7.03(A),
SECTION 7.04, SECTION 7.09(A) or (C), SECTIONS 7.15 through 7.19 or SECTIONS
7.22 through 7.24 hereof and such failure shall continue unremedied for a period
of 1 Business Day; or (iii) the Borrowers shall otherwise fail to observe or
perform any other agreement contained in this Loan Agreement or any other Loan
Document and such failure to observe or perform shall continue unremedied for a
period of 5 Business Days; or

                (h)     a final judgment or judgments for the payment of money
in excess of $250,000 in the aggregate per calendar year (to the extent that it
is, in the reasonable determination of the Agent, uninsured and provided that
any insurance or other credit posted in connection with an appeal shall not be
deemed insurance for these purposes) shall be rendered against any Borrower or
any of its Subsidiaries by one or more courts, administrative tribunals or other
bodies having jurisdiction over them and the same shall not be discharged (or
provision

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shall not be made for such discharge) or bonded, or a stay of execution thereof
shall not be procured, within 60 days from the date of entry thereof and any
such Borrower or any such Subsidiary shall not, within said period of 60 days,
or such longer period during which execution of the same shall have been stayed
or bonded, appeal therefrom and cause the execution thereof to be stayed during
such appeal; or

                (i)     the Custodial Agreement or any other Loan Document shall
for whatever reason (including an event of default thereunder) be terminated or
the lien on the Collateral created by this Loan Agreement and the Orders, any
Borrower's material obligations hereunder or under any Loan Document shall cease
to be in full force and effect or, in the Agent's good faith determination,
otherwise cease to benefit the Agent or any Lender, or the enforceability
thereof shall be contested by any Borrower; or

                (j)     the occurrence of a Material Adverse Change or a
Material Adverse Effect; or

                (k)     (i) any Person shall engage in any "prohibited
transaction" (as defined in SECTION 406 of ERISA or SECTION 4975 of the Code)
involving any Plan, (ii) any material "accumulated funding deficiency" (as
defined in SECTION 302 of ERISA), whether or not waived, shall exist with
respect to any Plan, any Borrower or any ERISA Affiliate shall fail to make a
required installment payment to any Plan on or before the date due under SECTION
302 of ERISA or SECTION 412 of the Code, or any Lien in favor of the PBGC or a
Plan shall arise on the assets of any Borrower or any ERISA Affiliate, (iii) a
reportable event as defined in SECTION 4043(B) of ERISA and the regulations
issued thereunder shall occur with respect to, or proceedings shall commence to
have a trustee appointed, or a trustee shall be appointed, to administer or to
terminate, any Plan, which reportable event or commencement of proceedings or
appointment of a trustee is, in the reasonable opinion of the Lender, likely to
result in the termination of such Plan for purposes of Title IV of ERISA, (iv)
any Plan shall terminate for purposes of Title IV of ERISA, (v) any Borrower or
any ERISA Affiliate shall, or in the reasonable opinion of the Agent is likely
to, incur any liability in connection with a withdrawal from, or the insolvency
or reorganization of, a Multiemployer Plan, (vi) any Borrower or any ERISA
Affiliate shall fail to pay when due or is in default on an amount which it
shall have become liable to pay to the PBGC, any Plan, any Multiemployer Plan or
a trust established under SECTION 4049 of ERISA, or (vii) a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that an ERISA Plan must be terminated or have a trustee appointed
to administer any ERISA Plan, (viii) any other event or condition shall occur or
exist with respect to any Plan which could subject any Borrower or any ERISA
Affiliate to any tax, penalty or other liability or the imposition of any lien
or security interest on any Borrower or any ERISA Affiliate, (ix) any Borrower
shall incur any liability for any post-retirement or post-termination health or
life insurance or (x) the assets of any Borrower become or are deemed to be
"plan assets" of a plan subject to ERISA or section 4975 of the Code. No Event
of Default shall be deemed to be, or have been, waived or corrected because of
any disclosure by any Borrower; and in each case in clauses (i) through (ix)
above, such event or condition, together with all other such events or
conditions, if any, could reasonably be expected to have a Material Adverse
Effect; or

                (l)     any Change of Control; or

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                (m)     any Borrower shall grant, or suffer to exist, any Lien
on any Collateral except the Liens in favor of the Agent and the Secured Parties
and other Permitted Liens; or the Liens granted hereunder shall cease to be
valid and perfected first priority Liens on the Collateral in favor of the Agent
and the Lenders or there shall be Liens in favor of any Person, except in each
case as permitted hereunder; or

                (n)     any Borrower or any Subsidiary or Affiliate of any
Borrower shall default under, or fail to perform as required under, or shall
otherwise materially breach the terms of any instrument, agreement or contract
between such Borrower or such other Person, on the one hand, and Agent, any
Lender or any of their respective Affiliates on the other; or any Borrower or
any Subsidiary or Affiliate of any Borrower shall default under, or fail to
perform as requested under, the terms of any repurchase agreement, loan and
security agreement or similar credit facility or agreement for borrowed funds or
Indebtedness in excess of $500,000 entered into by such Borrower or such other
Person and any third party, which default or failure entitles any party to
require acceleration, prepayment, redemption, purchase or defeasement of any
Indebtedness thereunder or an offer to prepay, redeem, purchase or defease such
Indebtedness shall be required to be made, in each case prior to the stated
maturity thereof, excluding, in each case, Indebtedness under this Loan
Agreement or any pre-petition Indebtedness not affirmed by the Borrowers
post-petition and approved by the Bankruptcy Court; or

                (o)     an event of default shall have occurred under the Orders
or any Control Agreement, or any of the Specified Monolines shall fail to comply
with the terms of the Orders or the Consent Letters; or

                (p)     more than 2 servicing agreements, for which any of the
Approved Mortgage Originators acts as a servicer (other than the Servicing
Agreement, which is addressed in SECTION 8(G), and other than with respect to
ABFS Mortgage Loan Trust 2003-1), are terminated for cause or an event of
default, and, as a result of such termination, the Servicing Rights with respect
to such servicing agreements are transferred without reimbursement of
substantially all outstanding Servicing Advances and Periodic Advances; or

                (q)     except in accordance with the Orders and the Consent
Letters, servicing of the assets underlying any material portion of the IOS
(other than with respect to ABFS Mortgage Loan Trust 2003-1) is transferred
involuntarily by a Securitization Trust or monoline bond insurer unless, in
connection with such transfer, the Borrowers receive reimbursement of
substantially all outstanding Servicing Advances and Periodic Advances; or

                (r)     the Borrowers shall cease any material business
operations and such failure shall remain unremedied for 3 days after the earlier
of the date a senior officer of any Borrower becomes aware of such failure and
the date written notice of such default shall have been given by the Agent to
such Borrower; or

                (s)     the Bankruptcy Court shall not have entered the Final
Order by March 9, 2005; or

                (t)     an order with respect to any of the Chapter 11 Cases
shall be entered by the Bankruptcy Court appointing, or any Borrower shall file
an application for an order with

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respect to any Chapter 11 Case seeking the appointment of, (i) a trustee under
Section 1104, or (ii) an examiner with enlarged powers relating to the operation
of the business (powers beyond those set forth in Section 1106(a)(3) and (4) of
the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; or

                (u)     an order with respect to any of the Chapter 11 Cases
shall be entered by the Bankruptcy Court converting such Chapter 11 Case to a
Chapter 7 case; or

                (v)     (i) the Borrowers file a plan of reorganization in the
Chapter 11 Cases which does not contain a provision for termination of the Total
Commitment and payment in full in cash of all Obligations of the Borrowers
hereunder and under the other Loan Documents on or before the effective date of
such plan or plans or (ii) an order shall be entered by the Bankruptcy Court
confirming a plan of reorganization in any of the Chapter 11 Cases which does
not contain a provision for termination of the Commitment and payment in full in
cash of all Obligations of the Borrowers hereunder and under the other Loan
Documents and the release of the Agent and the Lenders in full from all claims
of the Borrowers and their respective estates on or before the effective date of
such plan or plans upon entry thereof; or

                (w)     an order shall be entered by the Bankruptcy Court
dismissing any of the Chapter 11 Cases which does not contain a provision for
termination of the Commitments, and payment in full in cash of all Obligations
of the Borrowers hereunder and under the other Loan Documents upon entry
thereof; or

                (x)     an order with respect to any of the Chapter 11 Cases
shall be entered by the Bankruptcy Court or any other court of competent
jurisdiction without the express prior written consent of the Lenders, (i) to
revoke, reverse, stay, vacate, rescind, modify, supplement or amend the Orders,
this Loan Agreement or any other Loan Document or (ii) to permit any
administrative expense or any claim (now existing or hereafter arising, of any
kind or nature whatsoever) to have administrative priority as to the Borrowers
equal or superior to the priority of the Lenders in respect of the Obligations,
except for allowed administrative expenses having priority over the Obligations
to the extent set forth in the definition of "Carve-Out," or (iii) to grant or
permit the grant of a Lien on the Collateral other than Liens permitted pursuant
to SECTION 7.16 hereof; or

                (y)     an application for any of the orders described in
clauses (t), (u), (w), (x), or (ff) shall be made and, if made by a Person other
than the Borrowers, such application is not being diligently contested by the
Borrowers in good faith; or

                (z)     except as permitted by the Orders or as otherwise agreed
to by the Agent, the Borrowers shall make any Pre-Petition Payment other than
Pre-Petition Payments authorized by the Bankruptcy Court (x) in accordance with
"first day" orders reasonably satisfactory to the Agent and (y) in connection
with the assumption of executory contracts and unexpired leases; or

                (aa)    an Event of Default related to the "Collateral Coverage
Ratio" (as defined in and calculated in accordance with either Collateralized
Sub-debt Indenture) shall occur; or

                (bb)    the Agent shall at any time cease to have a valid,
binding and perfected first-priority Lien in the Collateralized Sub-debt Shared
Collateral, subject to SECTION 4.01(K); or

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                (cc)    an Event of Default (as defined in the Greenwich
Pre-Petition Loan Agreement) shall occur after the Closing Date; or

                (dd)    any Person challenges (i) the rights of the Agent or any
Lender under this Loan Agreement or any Loan Document, including, without
limitation, the Liens hereunder or (ii) the rights of the Lender (as defined in
the Greenwich Pre-Petition Loan Agreement) under the Greenwich Pre-Petition Loan
Agreement or any Loan Document (as defined in the Greenwich Pre-Petition Loan
Agreement), including, without limitation, the Liens thereunder; or

                (ee)    the Greenwich Pre-Petition Loan Agreement shall not have
been paid in full and the Collateral (as defined therein) and all remaining
proceeds thereof shall not have been transferred to one or more Borrowers and
made subject to the first priority lien of the Agent and the Lenders hereunder
within 60 days after the Closing Date, in each case pursuant to documentation in
form and substance satisfactory to the Agent; or

                (ff)    an order shall be entered by the Bankruptcy Court that
is not stayed pending appeal granting relief from the automatic stay to any
creditor of any of the Borrowers with respect to any claim which in the
aggregate could have a Material Adverse Effect; provided, however, that it shall
not be an Event of Default if relief from the automatic stay is granted (i)
solely for the purpose of allowing such creditor to determine the liquidated
amount of its claim against the Borrowers, or (ii) to permit the commencement of
and/or prosecution of a proceeding to collect against an insurance company; or

                (gg)    the Final Servicing Transfer shall have occurred and,
after giving effect to the Final Servicing Transfer, the Tranche D Advances
shall not have been paid in full.

                SECTION 9. REMEDIES UPON DEFAULT.

                (a)     Upon the occurrence of one or more Events of Default
(subject to the expiration of the applicable cure period contained therein), the
Agent may, and shall at the request of the Required Lenders, immediately declare
the principal amount of the Advances then outstanding to be immediately due and
payable, together with all interest and other amounts payable hereunder
(including amounts payable pursuant to SECTIONS 2.05, and 3.07 hereof) thereon
and reasonable fees and out-of-pocket expenses accruing under this Loan
Agreement. Upon such declaration, the balance then outstanding shall become
immediately due and payable, without further order of, or application to, the
Bankruptcy Court, without presentment, demand, protest or other formalities of
any kind, all of which are hereby expressly waived by each Borrower and the
Agent may exercise any and all of its other rights and remedies under applicable
law (including, but not limited to, the Bankruptcy Code), hereunder and under
the other Loan Documents, including, but not limited to, the transfer of
servicing of the Collateral or the liquidation of the Collateral on a servicing
released basis; PROVIDED, HOWEVER, in accordance with the Orders, the Agent may
not consummate foreclosure on the Collateral or otherwise seize control of
assets of the Borrowers' Estates (as such term is defined in the Bankruptcy
Code) absent three (3) Business Days' written notice of an Event of Default
hereunder .

                (b)     Upon the occurrence of one or more Events of Default,
the Agent shall have the right to obtain physical possession of the Servicing
Records and all other files of the

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Borrowers relating to the Collateral and all documents relating to the
Collateral which are then or may thereafter come in to the possession of the
Borrowers or any third party acting for the Borrowers and the Borrowers shall
deliver to the Agent such assignments as the Agent shall request. The Agent
shall be entitled to specific performance of all agreements of the Borrowers
contained in this Loan Agreement.

                SECTION 10. AGENT.

                10.01   APPOINTMENT. Each Lender (and each subsequent holder of
any Advances by its acceptance thereof) and, with respect to CLAUSE (III),
Clearwing, each Clearwing Indemnified Party and Patriot, hereby irrevocably
appoints and authorizes the Agent to perform the duties of the Agent as set
forth in this Loan Agreement including: (i) to receive on behalf of each Lender
any payment of principal of or interest on the Advances outstanding hereunder
and all other amounts accrued hereunder for the account of the Lenders and paid
to the Agent, and to distribute promptly to each Lender its Pro Rata Share of
all payments so received, (ii) to distribute to each Lender copies of all
material notices and agreements received by the Agent and not required to be
delivered to each Lender pursuant to the terms of this Loan Agreement, provided
that the Agent shall not have any liability to the Lenders for the Agent's
inadvertent failure to distribute any such notices or agreements to the Lenders
and (iii) subject to SECTION 10.03 of this Agreement, to take such action as the
Agent deems appropriate on its behalf to administer the Advances and the Loan
Documents and to exercise such other powers delegated to the Agent by the terms
hereof or the Loan Documents (including, without limitation, the power to give
or to refuse to give notices, waivers, consents, approvals and instructions and
the power to make or to refuse to make determinations and calculations) together
with such powers as are reasonably incidental thereto to carry out the purposes
hereof and thereof. As to any matters not expressly provided for by this Loan
Agreement and the other Loan Documents (including, without limitation,
enforcement or collection of the Notes), the Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Required Lenders, and such
instructions of the Required Lenders shall be binding upon all Lenders and all
subsequent holders of Notes; PROVIDED, HOWEVER, THAT the Agent shall not be
required to take any action which, in the reasonable opinion of the Agent,
exposes the Agent to liability or which is contrary to this Loan Agreement or
any Loan Document or applicable law.

                10.02   NATURE OF DUTIES. The Agent shall have no duties or
responsibilities except those expressly set forth in this Loan Agreement or in
the Loan Documents. The duties of the Agent shall be mechanical and
administrative in nature. The Agent shall not have by reason of this Loan
Agreement or any Loan Document a fiduciary relationship in respect of any
Lender. Nothing in this Loan Agreement or any of the Loan Documents, express or
implied, is intended to or shall be construed to impose upon the Agent any
obligations in respect of this Loan Agreement or any of the Loan Documents
except as expressly set forth herein or therein. Each Lender shall make its own
independent investigation of the financial condition and affairs of the
Borrowers in connection with the making and the continuance of the Advances
hereunder and shall make its own appraisal of the creditworthiness of the
Borrowers and the value of the Collateral, and the Agent shall have no duty or
responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information with respect thereto, whether

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coming into its possession before the initial Advances hereunder or at any time
or times thereafter, provided that, upon the reasonable request of a Lender, the
Agent shall provide to such Lender any documents or reports delivered to the
Agent by the Borrowers pursuant to the terms of this Loan Agreement or any Loan
Document. If the Agent seeks the consent or approval of the Required Lenders to
the taking or refraining from taking any action hereunder, the Agent shall send
notice thereof to each Lender. The Agent shall promptly notify each Lender any
time that the Required Lenders have instructed the Agent to act or refrain from
acting pursuant hereto.

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                10.03   RIGHTS, EXCULPATION, ETC. The Agent and its directors,
officers, agents or employees shall not be liable to the Secured Parties or
their participants or assignees for any action taken or omitted to be taken by
it under or in connection with this Loan Agreement or the other Loan Documents.
Without limiting the generality of the foregoing, the Agent (i) may treat the
payee of any Note as the holder thereof until the Agent receives written notice
of the assignment or transfer thereof, pursuant to SECTION 11.17 hereof, signed
by such payee and in form satisfactory to the Agent; (ii) may consult with legal
counsel (including, without limitation, counsel to the Agent or counsel to the
Borrowers), independent public accountants, and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel or experts; (iii) make no
warranty or representation to any Secured Party and shall not be responsible to
any Secured Party for any statements, certificates, warranties or
representations made in or in connection with this Loan Agreement or the other
Loan Documents; (iv) shall not have any duty to ascertain or to inquire as to
the performance or observance of any of the terms, covenants or conditions of
this Loan Agreement or the other Loan Documents on the part of any Person, the
existence or possible existence of any Default or Event of Default, or to
inspect the Collateral or other Property (including, without limitation, the
books and records) of any Person; (v) shall not be responsible to any Secured
Party for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Loan Agreement or the other Loan Documents or any
other instrument or document furnished pursuant hereto or thereto; and (vi)
shall not be deemed to have made any representation or warranty regarding the
existence, value or collectability of the Collateral, the existence, priority or
perfection of the Agent's Lien thereon, or any certificate prepared by any
Borrower in connection therewith, nor shall the Agent be responsible or liable
to the Secured Parties for any failure to monitor or maintain any portion of the
Collateral. The Agent shall not be liable for any apportionment or distribution
of payments made in good faith pursuant to SECTION 3.03, and if any such
apportionment or distribution is subsequently determined to have been made in
error the sole recourse of any Secured Party to whom payment was due but not
made, shall be to recover from other Secured Parties any payment in excess of
the amount which they are determined to be entitled. The Agent may at any time
request instructions from the Lenders with respect to any actions or approvals
which by the terms of this Loan Agreement or of any of the Loan Documents the
Agent is permitted or required to take or to grant, and if such instructions are
promptly requested, the Agent shall be absolutely entitled to refrain from
taking any action or to withhold any approval under any of the Loan Documents
until it shall have received such instructions from the Required Lenders.
Without limiting the foregoing, no Secured Party shall have any right of action
whatsoever against the Agent as a result of the Agent acting or refraining from
acting under this Agreement, the Notes or any of the other Loan Documents in
accordance with the instructions of the Required Lenders.

                10.04   RELIANCE. The Agent shall be entitled to rely upon any
written notices, statements, certificates, orders or other documents or any
telephone message believed by it in good faith to be genuine and correct and to
have been signed, sent or made by the proper Person, and with respect to all
matters pertaining to this Loan Agreement or any of the Loan Documents and its
duties hereunder or thereunder, upon advice of counsel selected by it.

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                10.05   INDEMNIFICATION. To the extent that the Agent is not
reimbursed and indemnified by any Borrower, the Lenders will reimburse and
indemnify the Agent from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses, advances
or disbursements of any kind or nature whatsoever which may be imposed on,
incurred by, or asserted against the Agent in any way relating to or arising out
of this Loan Agreement or any of the Loan Documents or any action taken or
omitted by the Agent under this Loan Agreement or any of the Loan Documents, in
proportion to each Lender's Pro Rata Share, including, without limitation, all
advances and disbursements made pursuant to SECTION 10.08; PROVIDED, HOWEVER,
THAT no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses, advances
or disbursements for which there has been a final judicial determination that
such resulted from the Agent's gross negligence or willful misconduct. The
obligations of the Lenders under this SECTION 10.05 shall survive the payment in
full of the Advances and the termination of this Loan Agreement.

                10.06   AGENT INDIVIDUALLY. With respect to its Pro Rata Share
of the Total Commitment hereunder, the Advances made by it and the Notes issued
to or held by it, the Agent shall have and may exercise the same rights and
powers hereunder and is subject to the same obligations and liabilities as and
to the extent set forth herein for any other Lender or holder of a Note. The
terms "Lenders" or "Required Lenders" or any similar terms shall, unless the
context clearly otherwise indicates, include the Agent in its individual
capacity as a Lender or one of the Required Lenders. The term "Agent" shall mean
the Agent solely in its individual capacity as the Agent hereunder. The Agent
and its Affiliates may accept deposits from, lend money to, and generally engage
in any kind of banking, trust or other business with the Borrowers as if it were
not acting as an Agent pursuant hereto without any duty to account to the
Lenders.

                10.07   SUCCESSOR AGENT.

                (a)     The Agent may resign from the performance of all its
functions and duties hereunder and under the other Loan Documents at any time by
giving at least thirty (30) Business Days' prior written notice to the
Administrative Borrower and each Lender. Such resignation shall take effect upon
the acceptance by a successor Agent of appointment pursuant to clauses (b) and
(c) below or as otherwise provided below.

                (b)     Upon any such notice of resignation, the Required
Lenders shall appoint a successor Agent (or, in the event that the Agent's Pro
Rata Share is less than fifty-one percent, the Lenders may appoint a successor
Agent) who, in the absence of a continuing Event of Default, shall be reasonably
satisfactory to the Administrative Borrower. Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations under this Loan Agreement and the other Loan
Documents. After the Agent's resignation hereunder as the Agent, the provisions
of this SECTION 10 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent under this Loan Agreement and the other
Loan Documents.

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                (c)     If a successor Agent shall not have been so appointed
within said thirty (30) Business Day period, the retiring Agent shall then
appoint a successor Agent who, if an Event of Default is not continuing, shall
be reasonably satisfactory to the Administrative Borrower, who shall serve as
Agent until such time, if any, as the Required Lenders appoint a successor Agent
as provided above.

                10.08   COLLATERAL MATTERS.

                (a)     The Agent may from time to time, during the occurrence
and continuance of a Default or Event of Default, make such disbursements and
advances ("AGENT ADVANCES") which the Agent, in its sole discretion, deems
necessary or desirable to preserve or protect the Collateral or any portion
thereof, to make preparations for Collateral liquidation to enhance the
likelihood or maximize the amount of repayment by the Borrowers of the Advances
and other Obligations or to pay any other amount chargeable to the Borrowers
pursuant to the terms of this Agreement, including, without limitation, costs,
fees and expenses as described in SECTION 11.04. The Agent Advances shall be
repayable on demand and be secured by the Collateral. In no event shall
outstanding Agent Advances exceed 10% of the Tranche C Sublimit nor shall any
Agent Advance be outstanding more than 30 days. The Agent Advances shall not
constitute Advances but shall otherwise constitute Obligations hereunder. The
Agent shall notify each Lender and the Administrative Borrower in writing of
each Agent Advance, which notice shall include a description of the purpose of
such Agent Advance. Without limitation to its obligations pursuant to SECTION
10.05, each Lender agrees that it shall make available to the Agent, upon the
Agent's demand, in Dollars in immediately available funds, the amount equal to
such Lender's Pro Rata Share of such Agent Advance. If such funds are not made
available to the Agent by such Lender, the Agent shall be entitled to recover
such funds on demand from such Lender, together with interest thereon, for each
day from the date such payment was due until the date such amount is paid to the
Agent, at the Federal Funds Rate for three Business Days and thereafter at the
Reference Rate.

                (b)     Subject to the rights of Clearwing, the Clearwing
Indemnified Parties and Patriot, the Secured Parties hereby irrevocably
authorize the Agent, at its option and in its discretion, to release any Lien
granted to or held by the Agent upon any Collateral upon termination of the
Total Commitment and payment and satisfaction of all Advances and all other
Obligations which have matured and which the Agent has been notified in writing
are then due and payable; or constituting Property being sold or disposed of
pursuant to a Permitted Disposition or in the ordinary course of any Borrower's
business and in compliance with the terms of this Loan Agreement and the other
Loan Documents; or constituting Property in which the Borrowers owned no
interest at the time the Lien was granted or at any time thereafter; or if
approved, authorized or ratified in writing by the Required Lenders subject to
SECTION 11.01.

                (c)     Without in any manner limiting the Agent's authority to
act without any specific or further authorization or consent by the Secured
Parties (as set forth in SECTION 10.08(B)), each Secured Party agrees to confirm
in writing, upon request by the Agent, the authority to release Collateral
conferred upon the Agent under SECTION 10.08(B). Upon receipt by the Agent of
confirmation from the Lenders of its authority to release any particular item or
types of Collateral (or, at the option of the Agent in the absence of such
receipt, in reliance on SECTION 10.08(B)), and upon prior written request by any
Borrower, the Agent shall (and is hereby

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irrevocably authorized by the Lenders to) execute such documents as may be
necessary to evidence the release of the Liens granted to the Agent for the
benefit of the Secured Parties upon such Collateral; provided, however, that (i)
the Agent shall not be required to execute any such document on terms which, in
the Agent's opinion, would expose the Agent to liability or create any
obligations or entail any consequence other than the release of such Liens
without recourse or warranty, and (ii) such release shall not in any manner
discharge, affect or impair the Obligations or any Lien upon (or obligations of
any Borrower in respect of) all interests in the Collateral retained by any
Borrower.

                (d)     The Agent shall have no obligation whatsoever to any
Secured Party to assure that the Collateral exists or is owned by the Borrowers
or is cared for, protected or insured or has been encumbered or that the Lien
granted to the Agent pursuant to this Agreement has been properly or
sufficiently or lawfully created, perfected, protected or enforced or is
entitled to any particular priority, or to exercise at all or in any particular
manner or under any duty of care, disclosure or fidelity, or to continue
exercising, any of the rights, authorities and powers granted or available to
the Agent in this SECTION 10.08 or in any of the Loan Documents, it being
understood and agreed that in respect of the Collateral, or any act, omission or
event related thereto, the Agent may act in any manner it may deem appropriate,
in its sole discretion, given the Agent's own interest in the Collateral as one
of the Secured Parties and that the Agent shall have no duty or liability
whatsoever to any other Secured Party.

                (e)     The Agent acknowledges that, to the extent that the
Collateral includes items (such as stock certificates, IOS, instruments and
chattel paper) which are held in the possession of the Agent, or a third party
on its behalf, pursuant to the Loan Documents, the Agent is also holding such
items in its possession as agent and bailee of the Secured Parties for the
benefit of, and for purposes of perfecting the security interest of, the Secured
Parties in such items.

                10.09   SYNDICATION AGENT AND CO-LEAD ARRANGERS. The Lenders
identified in this Agreement as the "Syndication Agent" and the "Co-Lead
Arrangers" shall not have any right, power, obligation, liability,
responsibility or duty under this Loan Agreement other than those applicable to
all Lenders. Without limiting the foregoing, none of the "Syndication Agent" and
the "Co-Lead Arrangers" shall have or be deemed to have a fiduciary relationship
with any Lender. Each Lender hereby makes the same acknowledgements with respect
to the "Syndication Agent" and the "Co-Lead Arrangers" as it makes with respect
to the Agent in this SECTION 10.

                SECTION 11. MISCELLANEOUS.

                11.01   AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement or any Note, and no consent to any departure by the Borrowers
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Required Lenders, and, in the case of an amendment, the
Borrowers, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given, provided,
however, that no amendment, waiver or consent shall (i) increase the Commitment
of any Lender, reduce the principal of, or interest on, the Advances payable to
any Lender, reduce the amount of any fee payable for the account of any Lender,
or postpone or extend any date fixed

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for any payment of principal of, or interest or fees on, the Advances payable to
any Lender, in each case without the written consent of any Lender affected
thereby, (ii) increase the Total Commitment, (iii) change the percentage of the
Total Commitment or of the aggregate unpaid principal amount of the Notes that
is required for the Lenders or any of them to take any action hereunder, (iv)
amend the definition of "Required Lenders" or "Pro Rata Share," (v) release all
or a substantial portion of the Collateral (except as otherwise provided in this
Loan Agreement and the other Loan Documents), subordinate any Lien granted in
favor of the Agent for the benefit of the Secured Parties, or release any
Borrower, (vi) modify, waive, release or subordinate the super priority claim
status of the Obligations (except as permitted in this Loan Agreement and the
Loan Documents), (vii) amend, modify or waive this SECTION 11.01 of this Loan
Agreement, in the case of clauses (ii) through (vii), without the written
consent of each Lender, (viii) amend, modify or waive this Loan Agreement in
such a manner that by its terms affects the rights or duties under this Loan
Agreement of any Tranche Lenders, without the written consent of such affected
Tranche Lenders, (ix) without the consent of Clearwing, waive any Event of
Default with respect to the Tranche C Borrowing Base (including in outstanding
Tranche C Advances, for purposes of this clause (ix), any outstanding Clearwing
Indemnification Claim Liabilities and unreimbursed Clearwing Indemnification
Expense Liabilities) if the Borrowers would not be in compliance with the
Tranche C Borrowing Base unless the "65%" contained in clause (a) of clause (1)
of the definition of Tranche C Applicable Collateral Percentage was greater than
67.5%, (x) amend, modify or waive SECTION 7.35 of this Loan Agreement, except in
accordance with the Orders, and (xi) amend, modify or waive SECTION 3.03 of this
Loan Agreement or any other provision of this Loan Agreement regarding the
priority of repayment, superpriority claim, lien status or indemnification
rights of Clearwing, any Clearwing Indemnified Party or Patriot, in each case in
a manner that adversely affects Clearwing, any Clearwing Indemnified Party or
Patriot, without the written consent of Clearwing, such Clearwing Indemnified
Party or Patriot, as applicable. Notwithstanding the foregoing, no amendment,
waiver or consent shall, unless in writing and signed by the Agent, affect the
rights or duties of the Agent (but not in its capacity as a Lender) under this
Loan Agreement or the other Loan Documents. The parties to this Loan Agreement
acknowledge that all material amendments to this Loan Agreement will require the
consent of the Bankruptcy Court.

                11.02   WAIVER. No failure on the part of the Agent or any
Lender to exercise and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege under any Loan Document shall operate
as a waiver thereof, nor shall any single or partial exercise of any right,
power or privilege under any Loan Document preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
remedies provided herein are cumulative and not exclusive of any remedies
provided by law.

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                11.03   NOTICES.

                (a)     Except as otherwise expressly permitted by this Loan
Agreement or expressly provided otherwise in the applicable Loan Document, all
notices, requests and other communications provided for herein and under the
other Loan Documents (including, without limitation, any modifications of, or
waivers, requests or consents under, this Loan Agreement) shall be given or made
in writing (including, without limitation, by telex or telecopy) delivered to
the intended recipient at the "Address for Notices" specified below its name on
the signature pages hereof); or, as to any party, at such other address as shall
be designated by such party in a written notice to each other party. Except as
otherwise provided in this Loan Agreement and except for notices given under
SECTION 2 (which shall be effective only on receipt), all such communications
shall be deemed to have been duly given when transmitted by telex or telecopier
or personally delivered or, in the case of a mailed notice, upon receipt, in
each case given or addressed as aforesaid.

                (b)     Nothing in this Loan Agreement or in any other Loan
Document shall be construed to limit or affect the obligation of the Borrowers
or any other Person to serve upon the Lenders in the manner prescribed by the
Bankruptcy Code any pleading or notice required to be given to the Lenders
pursuant to the Bankruptcy Code.

                11.04   INDEMNIFICATION AND EXPENSES.

                (a)     Each Borrower shall hold the Agent, each Lender-Related
Party and each Participant (the Agent, each Lender-Related Party and each
Participant, an "INDEMNIFIED PARTY") harmless from and indemnify any Indemnified
Party, on an after-Tax basis, against all liabilities, losses, damages,
judgments, costs and expenses of any kind which may be imposed on, incurred by
or asserted against such Indemnified Party (collectively, the "INDEMNIFIED
LIABILITIES") relating to or arising out of this Loan Agreement, the Note, any
other Loan Document or any transaction contemplated hereby or thereby, or any
amendment, supplement or modification of, or any waiver or consent under or in
respect of, this Loan Agreement, the Note, any other Loan Document or any
transaction contemplated hereby or thereby. Without limiting the generality of
the foregoing, each Borrower agrees to hold any Indemnified Party harmless from
and indemnify such Indemnified Party against all Indemnified Liabilities with
respect to all Mortgage Loans relating to or arising out of any violation or
alleged violation of any environmental law, rule or regulation or any consumer
credit laws, including without limitation laws with respect to unfair or
deceptive lending practices and predatory lending practices, the Truth in
Lending Act or the Real Estate Settlement Procedures Act. In any suit,
proceeding or action brought by an Indemnified Party in connection with any
Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any
Mortgage Loan, each Borrower will save, indemnify and hold such Indemnified
Party harmless from and against all expense, loss or damage suffered by reason
of any defense, set-off, counterclaim, recoupment or reduction or liability
whatsoever of the account debtor or obligor thereunder, arising out of a breach
by any Borrower of any obligation thereunder or arising out of any other
agreement, indebtedness or liability at any time owing to or in favor of such
account debtor or obligor or its successors from any Borrower. Each Borrower
also agrees to reimburse an Indemnified Party as and when billed by such
Indemnified Party for all such Indemnified Party's costs and expenses incurred
in connection with the enforcement or the preservation of such Indemnified
Party's rights under this Loan Agreement

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any other Loan Document or any transaction contemplated hereby or thereby,
including without limitation the reasonable fees and disbursements of its
counsel. Each Borrower hereby acknowledges that, notwithstanding the fact that
the Advances are secured by the Collateral, the obligation of each Borrower with
respect to each Advance is a recourse obligation of each Borrower. The foregoing
to the contrary notwithstanding, the Borrowers shall have no obligation to any
Indemnified Party under this SECTION 11.04 with respect to any Indemnified
Liability that a court of competent jurisdiction finally determines to have
resulted from the gross negligence or willful misconduct of such Indemnified
Party or any Indemnified Party's breach of this Loan Agreement. In no event,
however, shall any Indemnified Party be liable on any theory of liability for
any special, indirect, consequential, or punitive damages.

                (b)     Each Borrower shall pay as and when billed by the Agent
and the Lenders all of the Lender Expenses through the Closing Date, including
all reasonable out-of-pocket costs and expenses (including reasonable fees,
disbursements and expenses of counsel) incurred by the Agent, the Lenders and
its Affiliates in connection with the development, due diligence review,
preparation and execution of (A) this Loan Agreement and any other Loan
Document; and (B) from and after the Closing Date, any Loan Document, amendment,
restatement, supplement, or modification of this Loan Agreement or any other
Loan Document. Each Borrower shall pay as and when billed by the Agent or any
Lender all Lender Expenses from and after the Closing Date including all of the
out-of-pocket costs and expenses incurred by the Agent, the Lenders and any of
their respective Affiliates in connection with the consummation and
administration of the transactions contemplated hereby and thereby or with
respect to the Collateral, including, without limitation, (i) all the reasonable
fees, disbursements and expenses of counsel, (ii) search fees and filing and
recording fees, (iii) all reasonable due diligence, inspection, testing and
review costs and expenses (subject to the last clause of SECTION 11.19, as
applicable), and (iv) those costs and expenses incurred pursuant to SECTIONS
11.04(A), 11.17 and 11.19 hereof. Without limiting the foregoing, the Borrowers
would be required to pay the actual charges paid or incurred by the Agent, any
Lender or any of their respective Affiliates for the services of any third-party
hired by the Agent, any Lender or any of their respective Affiliates for
performing financial audits, appraising the Collateral, or assessing compliance
by any Borrower or any Affiliate or Subsidiary of any Borrower with the terms,
conditions, representations and other provisions of any of the Loan Documents,
including, without limitation, third-party underwriting and residual interest
valuation firms.

                (c)     Without limiting SECTION 11.04(B), the Lenders shall be
authorized to engage a specialty finance consulting firm reasonably acceptable
to the Borrowers to assist in reviewing and monitoring this Facility, the
Borrowers' operations and business plan and such other matters as the Lenders
shall reasonably require. The budget for such services will be reviewed with and
subject to the reasonable approval of the Borrowers, and the cost of such
engagement will be reimbursed by the Borrowers. The costs of such firm are
anticipated to be approximately $75,000 for the first month following the
retention of such firm and approximately $30,000 per month thereafter.

                (d)     Without limiting SECTION 11.04(B), until the Servicing
Rights and Servicing Reimbursement Rights are transferred to a third party and
the Tranche D Advances are paid in full, the Lenders shall be authorized to
engage BearingPoint, Inc. or such other firm acceptable to the Lenders to
perform monthly verification of compliance with the Tranche D

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Borrowing Base, including verification of advance balances, payment posting and
account reconciliation. The costs and expenses of such engagement shall be
reimbursed by the Borrowers.

                11.05   PAYMENT OF CLEARWING INDEMNIFICATION LIABILITIES. In
connection with this Loan Agreement and the repayment of the outstanding
Clearwing Obligations, Clearwing has released its Liens on the assets securing
the Clearwing Obligations (including certain IOS) and has waived the requirement
contained in Section 16(d) of the Clearwing Pledge and Security Agreement that
Trust 2003-1 post cash collateral in connection with such release. Each Borrower
shall hold each Clearwing Indemnified Party harmless from and indemnify each
Clearwing Indemnified Party, on an after-Tax basis, against all liabilities,
losses, damages, judgments, costs and expenses of any kind which may be imposed
on, incurred by or asserted against each such Clearwing Indemnified Party
(collectively, any such liabilities, losses, damages, or judgments, the
"CLEARWING INDEMNIFICATION CLAIM LIABILITIES" and, the costs and expenses of
defending against any such liabilities, losses, damages, or judgments and other
costs and expenses not constituting liabilities, losses, damages or judgments,
the "CLEARWING INDEMNIFICATION EXPENSE LIABILITIES," the Clearwing
Indemnification Claim Liabilities and Clearwing Indemnification Expense
Liabilities collectively the "CLEARWING INDEMNIFICATION LIABILITIES") relating
to or arising out of the Clearwing Transaction Documents or any of the
transactions contemplated under the Clearwing Transaction Documents or this Loan
Agreement. Subject to the terms hereof, each Borrower also agrees to reimburse a
Clearwing Indemnified Party as and when billed by such Clearwing Indemnified
Party for all such Clearwing Indemnified Party's costs and expenses incurred in
connection with defending against Clearwing Indemnification Claim Liabilities,
including without limitation the reasonable fees and disbursements of its
counsel. The foregoing to the contrary notwithstanding, the Borrowers shall have
no obligation to any Clearwing Indemnified Party under this SECTION 11.05 with
respect to any Clearwing Indemnification Liability that a court of competent
jurisdiction finally determines to have resulted from the gross negligence or
willful misconduct of such Clearwing Indemnified Party or any Clearwing
Indemnified Party's breach of any Clearwing Transaction Document, or with
respect to any costs and expenses incurred by a Clearwing Indemnified Party in
connection with monitoring the Chapter 11 Cases (other than monitoring the
status and entry of the Interim Order and the Final Order) in the absence of a
third party asserting a claim against a Clearwing Indemnified Party. In no
event, however, shall any Clearwing Indemnified Party be liable on any theory of
liability for any special, indirect, consequential, or punitive damages, it
being understood that this sentence in no way limits the Clearwing
Indemnification Liabilities.

                11.06   AMENDMENTS. Except as otherwise expressly provided in
this Loan Agreement, any provision of this Loan Agreement may be modified or
supplemented only by an instrument in writing signed by the Borrowers, the Agent
and the Lenders required pursuant to SECTION 11.01 and any provision of this
Loan Agreement may be waived by the Lenders required pursuant to SECTION 11.01.

                11.07   SUCCESSORS AND ASSIGNS. This Loan Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

                11.08   SURVIVAL. The obligations of the Borrowers under
SECTIONS 3.06 and 11.04 hereof shall survive the payment of the Obligations and
the termination of this Loan Agreement.

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In addition, each representation and warranty made, or deemed to be made by a
request for a borrowing, herein or pursuant hereto shall survive the making of
such representation and warranty, and the Agent and the Lenders shall not be
deemed to have waived, by reason of making any Advance, any Default that may
arise by reason of such representation or warranty proving to have been false or
misleading, notwithstanding that the Agent and the Lenders may have had notice
or knowledge or reason to believe that such representation or warranty was false
or misleading at the time such Advance was made.

                11.09   CAPTIONS. The table of contents and captions and section
headings appearing herein are included solely for convenience of reference and
are not intended to affect the interpretation of any provision of this Loan
Agreement.

                11.10   COUNTERPARTS; TELEFACSIMILE EXECUTION. This Loan
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument, and any of the parties
hereto may execute this Loan Agreement by signing any such counterpart. Delivery
of an executed counterpart of this Loan Agreement by telefacsimile shall be
equally as effective as delivery of an original executed counterpart of this
Loan Agreement. Any party delivering an executed counterpart of this Loan
Agreement by telefacsimile also shall deliver an original executed counterpart
of this Loan Agreement but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Loan Agreement. This Section shall apply to each other Loan Document
MUTATIS MUTANDIS.

                11.11   LOAN AGREEMENT CONSTITUTES SECURITY AGREEMENT; GOVERNING
LAW. THIS LOAN AGREEMENT SHALL BE GOVERNED BY NEW YORK LAW WITHOUT REFERENCE TO
CHOICE OF LAW DOCTRINE (BUT WITH REFERENCE TO SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMS APPLIES TO THIS LOAN AGREEMENT),
EXCEPT AS GOVERNED BY THE BANKRUPTCY CODE, AND SHALL CONSTITUTE A SECURITY
AGREEMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE.

                11.12   CERTAIN WAIVERS; WAIVER OF JURY TRIAL.

                (a)     EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO OR IN THE NATURE
OF SET-OFF, ABATEMENT, SUSPENSION, RECOUPMENT OR OTHER RIGHT TO WITHHOLD ANY
PAYMENT OR PERFORMANCE DUE BY SUCH BORROWER OR ON ITS BEHALF, TO OR FOR THE
BENEFIT OF THE AGENT OR ANY LENDER OR RELATED TO THE COLLATERAL.

                (b)     WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE AGENT
AND THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS LOAN AGREEMENT, ANY OTHER LOAN DOCUMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

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                11.13   ACKNOWLEDGMENTS. Each Borrower hereby acknowledges that:

                (a)     it has been advised by counsel in the negotiation,
execution and delivery of this Loan Agreement and the other Loan Documents;

                (b)     each of the Agent and the Lenders has no fiduciary
relationship to the Borrowers, and the relationship between the Borrowers and
the Agent and the Lenders is solely that of debtor and creditor; and

                (c)     no joint venture exists among or between the Agent, the
Lenders and the Borrowers.

                11.14   NO PARTY DEEMED DRAFTER. Each of the parties hereto
agrees that no party hereto shall be deemed to be the drafter of this Loan
Agreement.

                11.15   ABFS AS AGENT FOR BORROWERS. Each Borrower hereby
irrevocably appoints ABFS as the borrowing agent and attorney-in-fact for the
Borrowers (the "ADMINISTRATIVE BORROWER") which appointment shall remain in full
force and effect unless and until the Agent shall have received prior written
notice signed by all of the Borrowers that such appointment has been revoked and
that another Borrower has been appointed Administrative Borrower. Each Borrower
hereby irrevocably appoints and authorizes the Administrative Borrower (i) to
provide the Agent with all notices with respect to Advances obtained for the
benefit of any Borrower and all other notices and instructions under this
Agreement and (ii) to take such action as the Administrative Borrower deems
appropriate on its behalf to obtain Advances and to exercise such other powers
as are reasonably incidental thereto to carry out the purposes of this
Agreement. It is understood that the handling of the Loan Account and Collateral
of the Borrowers in a combined fashion, as more fully set forth herein, is done
solely as an accommodation to the Borrowers in order to utilize the collective
borrowing powers of the Borrowers in the most efficient and economical manner
and at their request, and that neither the Agent nor the Lenders shall incur
liability to the Borrowers as a result hereof. Each of the Borrowers expects to
derive benefit, directly or indirectly, from the handling of the Loan Account
and the Collateral in a combined fashion since the successful operation of each
Borrower is dependent on the continued successful performance of the integrated
group. To induce the Agent and the Lenders to do so, and in consideration
thereof, each of the Borrowers hereby jointly and severally agrees to indemnify
the Indemnified Parties and hold the Indemnified Parties harmless against any
and all liability, expense, loss or claim of damage or injury, made against such
Indemnified Party by any of the Borrowers or by any third party whosoever,
arising from or incurred by reason of (a) the handling of the Loan Account and
the Collateral of the Borrowers as herein provided, (b) the Agent's and the
Lenders' reliance on any instructions of the Administrative Borrower, or (c) any
other action taken by the Agent or any Lender hereunder or under the other Loan
Documents; PROVIDED, HOWEVER, that the Borrowers shall not have any obligation
to any Indemnified Party under this SECTION 11.15 for any Indemnified
Liabilities caused by the gross negligence or willful misconduct of such
Indemnitee, as determined by a final judgment of a court of competent
jurisdiction.

                11.16   HYPOTHECATION OR PLEDGE OF COLLATERAL. Subject to
SECTION 4.01(K), the Agent and the Lenders shall have free and unrestricted use
of all Collateral and nothing in this

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Loan Agreement shall preclude the Agent and the Lenders from engaging in
repurchase transactions with the Collateral or otherwise pledging, repledging,
transferring, hypothecating, or rehypothecating the Collateral. Nothing
contained in this Loan Agreement shall obligate the Agent or any Lender to
segregate any Collateral delivered to the Agent or such Lender by any Borrower.

                11.17   ASSIGNMENTS; PARTICIPATIONS.

                (a)     This Loan Agreement and the Notes shall be binding upon
and inure to the benefit of the Borrowers and the Agent and each Lender and
their respective successors and assigns (including, except for the right to
request Advances, any trustee succeeding to the rights of the Borrowers pursuant
to Chapter 11 of the Bankruptcy Code or pursuant to any conversion to a case
under Chapter 7 of the Bankruptcy Code); PROVIDED, HOWEVER, THAT each of the
Borrowers may not assign or transfer any of their rights hereunder, or under the
Notes, without the prior written consent of each Lender and any such assignment
without the Lenders' prior written consent shall be null and void.

                (b)     Each Lender may, with the written consent of the Agent
(which consent is not to be unreasonably withheld) and, unless a Default or
Event of Default has occurred and is continuing, the written consent of the
Administrative Borrower (which consent shall not be required in connection with
any assignment to a Lender or any Affiliate of a Lender), such consent of the
Administrative Borrower not to be unreasonably withheld, assign to one or more
other lenders or other entities all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment, the Advances made by it and the Notes held by it); provided,
however, that (i) such assignment is in an amount which is at least $5,000,000
or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender's
Commitment) and (ii) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance, an Assignment and Acceptance, together
with any Note subject to such assignment. Upon such execution, delivery and
acceptance, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least three (3) Business Days after
the delivery thereof to the Agent (or such shorter period as shall be agreed to
by the Agent and the parties to such assignment), (A) the assignee thereunder
shall become a "Lender" hereunder and, in addition to the rights and obligations
hereunder held by it immediately prior to such effective date, have the rights
and obligations hereunder that have been assigned to it pursuant to such
Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

                (i)     By executing and delivering an Assignment and
        Acceptance, the assigning Lender and the assignee thereunder confirm to
        and agree with each other and the other parties hereto as follows: (A)
        other than as provided in such Assignment and Acceptance, the assigning
        Lender makes no representation or warranty and assumes no responsibility
        with respect to any statements, warranties or representations made in or
        in connection with this Loan Agreement or any other Loan Document or the
        execution,

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        legality, validity, enforceability, genuineness, sufficiency or value of
        this Agreement or any other Loan Document furnished pursuant hereto; (B)
        the assigning Lender makes no representation or warranty and assumes no
        responsibility with respect to the financial condition of the Borrowers
        or any of their Subsidiaries or the performance or observance by the
        Borrowers of any of their obligations under this Loan Agreement or any
        other Loan Document furnished pursuant hereto; (C) such assignee
        confirms that it has received a copy of this Loan Agreement and the
        other Loan Documents, together with such other documents and information
        it has deemed appropriate to make its own credit analysis and decision
        to enter into such Assignment and Acceptance; (D) such assignee will,
        independently and without reliance upon the Assigning Lender, the Agent
        or any Lender and based on such documents and information as it shall
        deem appropriate at the time, continue to make its own credit decisions
        in taking or not taking action under this Loan Agreement and the other
        Loan Documents; (E) such assignee appoints and authorizes the Agent to
        take such action as Agent on its behalf and to exercise such powers
        under this Loan Agreement and the other Loan Documents as are delegated
        to the Agent by the terms thereof, together with such powers as are
        reasonably incidental thereto; and (F) such assignee agrees that it will
        perform in accordance with their terms all of the obligations which by
        the terms of this Agreement and the other Loan Documents are required to
        be performed by it as a Lender.

                (ii)    The Agent shall maintain, or cause to be maintained at
        the Payment Office, a copy of each Assignment and Acceptance delivered
        to and accepted by it and a register for the recordation of the names
        and addresses of the Lenders and the Commitments of, and principal
        amount of the Advances owing to each Lender from time to time (the
        "REGISTER"). The entries in the Register shall be conclusive and binding
        for all purposes, absent manifest error, and the Borrowers, the Agent
        and the Lenders may treat each Person whose name is recorded in the
        Register as a Lender hereunder for all purposes of this Agreement. The
        Register shall be available for inspection by the Administrative
        Borrower and any Lender at any reasonable time and from time to time
        upon reasonable prior notice.

                (iii)   Upon its receipt of an Assignment and Acceptance
        executed by an assigning Lender and an assignee, together with the Notes
        subject to such assignment, the Agent shall, if the Agent consents to
        such assignment and if such Assignment and Acceptance has been completed
        (i) accept such Assignment and Acceptance, (ii) give prompt notice
        thereof to the Administrative Borrower, (iii) record the information
        contained therein in the Register, and (iv) prepare and distribute to
        each Lender and the Administrative Borrower a revised SCHEDULE B hereto
        after giving effect to such assignment, which revised SCHEDULE B shall
        replace the prior SCHEDULE B and become part of this Agreement.

                (iv)    A Registered Advance (and the Registered Note, if any,
        evidencing the same) may be assigned or sold in whole or in part only by
        registration of such assignment or sale on the Register (and each
        Registered Note shall expressly so provide), together with the surrender
        of the Registered Note, if any, evidencing the same duly endorsed by (or
        accompanied by a written instrument of assignment or sale duly executed
        by) the holder of such Registered Note, whereupon, at the request of the
        designated assignee(s) or transferee(s), one or more new Registered
        Notes in the same aggregate principal amount shall be issued to the
        designated assignee(s)

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        or transferee(s). Prior to the registration of assignment or sale of any
        Registered Advance (and the Registered Note, if any evidencing the
        same), the Agent shall treat the Person in whose name such Registered
        Advance (and the Registered Note, if any, evidencing the same) is
        registered as the owner thereof for the purpose of receiving all
        payments thereon and for all other purposes, notwithstanding notice to
        the contrary.

                (v)     In the event that any Lender sells participations in a
        Registered Advance, such Lender shall maintain a register on which it
        enters the name of all participants in the Advances held by it (the
        "PARTICIPANT REGISTER"). A Registered Advance (and the Registered Note,
        if any, evidencing the same) may be participated in in whole or in part
        only by registration of such participation on the Participant Register
        (and each Registered Note shall expressly so provide). Any participation
        of such Registered Advance (and the Registered Note, if any, evidencing
        the same) may be effected only by the registration of such participation
        on the Participant Register.

                (vi)    Any foreign Person who purchases or is assigned or
        participates in any portion of such Registered Advance shall provide the
        Agent (in the case of a purchase or assignment) or the Lender (in the
        case of a participation) with a completed Internal Revenue Service Form
        W-8 (Certificate of Foreign Status) or a substantially similar form for
        such purchaser, participant or any other affiliate who is a holder of
        beneficial interests in the Registered Advance.

                (c)     Each Lender may sell participations to one or more banks
or other entities ("PARTICIPANTS") in or to all or a portion of its rights and
obligations under this Loan Agreement and the other Loan Documents (including,
without limitation, all or a portion of any of its Commitments and any Advances
made by it); provided, that (i) such Lender's obligations under this Loan
Agreement (including without limitation, its Commitment hereunder) and the other
Loan Documents shall remain unchanged; (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
and the Borrowers, the Agent and the other Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender's rights and
obligations under this Loan Agreement and the other Loan Documents, and (iii) a
participant shall not be entitled to require such Lender to take or omit to take
any action hereunder except (A) action directly effecting an extension of the
maturity dates or decrease in the principal amount of the Advances, or (B)
action directly effecting an extension of the due dates or a decrease in the
rate of interest payable on the Advances or the fees payable under this
Agreement, or (C) actions directly effecting a release of all or a substantial
portion of the Collateral or any Borrower.

                (d)     Each Lender may furnish any information concerning the
Borrowers in the possession of such Lender from time to time to assignees and
Participants (including prospective assignees and Participants) only after
notifying the Administrative Borrower in writing and securing signed
confidentiality statements (a form of which is attached hereto as EXHIBIT
11.17(C)) and only for the sole purpose of evaluating participations or
assignments, as the case may be, and for no other purpose.

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                (e)     The Borrowers agree to cooperate with the Lenders in
connection with any such assignment or participation, to execute and deliver
such replacement notes and other documents in order to give effect to such
assignment or participation.

                11.18   SERVICING.

                (a)     Each Borrower covenants to maintain or cause the
Mortgage Loans to be serviced pursuant to the Servicing Agreement.

                (b)     During the period the Servicer is servicing the Mortgage
Loans, (i) each Borrower agrees that the Agent, for the benefit of the Secured
Parties, has a first priority perfected security interest in all servicing
records relating to or evidencing the servicing of the Mortgage Loans, including
but not limited to any and all servicing agreements, files, documents, records,
data bases, computer tapes, copies of computer tapes, proof of insurance
coverage, insurance policies, appraisals, other closing documentation, payment
history records, and any other records relating to or evidencing the servicing
of such Mortgage Loans (the "SERVICING RECORDS"), and (ii) each Borrower grants
the Agent a security interest in all servicing fees relating to the Mortgage
Loans, such Borrower's rights relating to the Mortgage Loans and all Servicing
Records, to secure the obligation of such Approved Mortgage Originator or its
designee to service in conformity with this Section and the Servicing Agreement
and any other obligations of the Borrowers to the Agent and the Lenders. Each
Borrower covenants to safeguard such Servicing Records and to deliver them
promptly to the Agent or its designee (including the Custodian) at the Agent's
request.

                (c)     If the Mortgage Loans are serviced by a Subservicer, the
Borrowers shall provide a copy of the related servicing agreement to the Agent
at least three (3) Business Days prior to the applicable Funding Date or the
date on which the Subservicer shall begin subservicing the Mortgage Loans, which
shall be in form and substance acceptable to the Lenders (the "SERVICING
AGREEMENT") and shall have obtained the written consent of the Lenders for such
Subservicer to subservice the Mortgage Loans.

                (d)     Each Borrower agrees that upon the occurrence and during
the continuance of an Event of Default, the Agent may terminate ABC in its
capacity as servicer with respect to Mortgage Loans and terminate any Servicing
Agreement. In addition, the Borrowers shall provide to the Agent a letter from
the Borrowers to the effect that upon the occurrence of an Event of Default, the
Agent may terminate any Servicing Agreement and direct that collections with
respect to the Mortgage Loans be remitted in accordance with the Agent's
instructions. Each Borrower agrees to cooperate with the Agent in connection
with such transfer of servicing.

                (e)     After the Closing Date, until the pledge of any Mortgage
Loan is relinquished by the Custodian, the Borrowers will have no right to
modify or alter the terms of such Mortgage Loan or consent to the modification
or alteration of the terms of any Mortgage Loan, and the Borrowers will have no
obligation or right to repossess any Mortgage Loan or substitute another
Mortgage Loan, except as provided in any Custodial Agreement.

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                (f)     The Borrowers shall permit the Agent to inspect upon
reasonable prior written notice (which shall be no more than five (5) Business
Days' prior notice) at a mutually convenient time, any Borrower's or any of any
Borrower's Subsidiary's or Affiliate's servicing facilities, as the case may be,
for the purpose of satisfying the Agent that such Borrower, such Subsidiary or
Affiliate, as the case may be, has the ability to service the Mortgage Loans as
provided in this Loan Agreement. In addition, with respect to any Subservicer
which is not a Borrower or a Subsidiary or Affiliate of a Borrower, each
Borrower shall use its best efforts to enable the Agent to inspect the servicing
facilities of such Subservicer.

                (g)     To the extent that any provision of this SECTION 11.18
shall be in conflict with the provisions of the Servicing Agreement, the
provisions of the Servicing Agreement shall control.

                11.19   PERIODIC DUE DILIGENCE REVIEW. Each Borrower
acknowledges that the Agent and each Lender has the right to perform continuing
due diligence reviews with respect to any or all of the Collateral or the
Borrowers, as desired by the Agent or such Lender from time to time, for
purposes of verifying compliance with the representations, warranties and
specifications made hereunder, or otherwise, and each Borrower agrees that the
Agent or such Lender or its authorized representatives will be permitted during
normal business hours on any business day to examine, inspect, make copies of,
and make extracts of, the Mortgage Files and any and all documents, records,
agreements, instruments or information relating to the Collateral in the
possession, or under the control, of the Borrowers or the Custodian. Each
Borrower also shall make available to the Agent and the Lenders a knowledgeable
financial or accounting officer for the purpose of answering questions
respecting the Collateral. Without limiting the generality of the foregoing,
each Borrower acknowledges that the Lenders shall make Advances to the Borrowers
based solely upon the information provided by the Borrowers to the Lenders in
the Mortgage Loan Data Transmission and the representations, warranties and
covenants contained herein, and that each Lender, at its option, has the right,
at any time to conduct a partial or complete due diligence review on some or all
of the Collateral (including, if applicable, Mortgage Loans) securing such
Advance, including, without limitation, ordering new credit reports, new
appraisals on the related Mortgaged Properties and otherwise re-generating the
information used to originate such Mortgage Loan. The Agent or a Lender may
underwrite such Mortgage Loans itself or engage a mutually agreed upon third
party underwriter to perform such underwriting. Each Borrower agrees to
cooperate with the Agent, the Lenders and any third party underwriter in
connection with such underwriting or other due diligence review, including, but
not limited to, providing the Agent, the Lenders and any third party underwriter
with access to any and all documents, records, agreements, instruments or
information relating to such Mortgage Loans or other Collateral in the
possession, or under the control, of the Borrowers. In addition, the Agent and
each Lender has the right to perform continuing Due Diligence Reviews of the
Borrowers and their Affiliates, directors, officers, employees and significant
shareholders. The Borrowers, the Agent and the Lenders further agree that all
reasonable out-of-pocket costs and expenses incurred by the Agent and the
Lenders in connection with the Agent's or any Lender's due diligence review or
Collateral or reunderwriting of Mortgage Loans pursuant to this SECTION 11.19
shall be paid by the Borrowers, provided, with respect to reunderwriting of
Mortgage Loans, the amount to be reimbursed does not exceed the costs and
expenses which are usual and customary in the mortgage industry for third-party
loan reunderwriting firms.

                                      104
<PAGE>

                11.20   SET-OFF. In addition to any rights and remedies of each
Lender provided by this Loan Agreement and by law, each Lender shall have the
right during the continuance of an Event of Default, without prior notice to the
Borrowers, any such notice being expressly waived by the Borrowers to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrowers hereunder (whether at the stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
Property and deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or any Affiliate
thereof to or for the credit or the account of any Borrower. Each Lender may
set-off cash, the proceeds of the liquidation of any Collateral and all other
sums or obligations owed by such Lender or its Affiliates to any Borrower
against all of the Borrowers' obligations to such Lender or its Affiliates,
whether under this Loan Agreement or under any other agreement between the
parties or between any Borrower and any affiliate of such Lender, or otherwise,
whether or not such obligations are then due, without prejudice to such Lender's
or its Affiliate's right to recover any deficiency. Each Lender agrees promptly
to notify the Borrower after any such set-off and application made by such
Lender; PROVIDED that the failure to give such notice shall not affect the
validity of such set-off and application.

                11.21   ENTIRE AGREEMENT. This Loan Agreement embodies the
entire agreement and understanding of the parties hereto and supersedes any and
all prior agreements, arrangements and understandings relating to the matters
provided for herein. No alteration, waiver, amendments, or change or supplement
hereto shall be binding or effective unless the same is set forth in writing by
a duly authorized representative of each party hereto.

                11.22   RECORDS. The unpaid principal of and interest on the
Notes, the interest rate or rates applicable to such unpaid principal and
interest, the duration of such applicability, the Commitments, and the accrued
and unpaid fees payable pursuant to SECTION 3.07 hereof, shall at all times be
ascertained from the records of the Agent, which shall be conclusive and binding
absent manifest error. 11.23 CONFIDENTIALITY. Each of the Agent, each Lender,
each Borrower and their Affiliates shall take normal and reasonable precautions
to maintain the confidentiality of all non-public information obtained pursuant
to the requirements of this Loan Agreement and the other Loan Documents which
has been identified as such by the Borrowers, but may, in any event, make
disclosures (i) in the case of the Agent or any Lender, as reasonably required
by any participant or assignee in connection with the contemplated assignment of
any interest under this Loan Agreement or participations therein, or (ii) as
required or requested by any governmental agency or representative thereof or as
required pursuant to legal process, or (iii) to its officers, attorneys,
accountants, agents, and advisors who are directly involved in the transactions
described in this Loan Agreement, or (iv) as required by law, or (v) in
connection with litigation involving the Agent or any Lender, or (vi) to
JPMorgan Chase Bank so long as JPMorgan Chase Bank agrees in writing that it
shall not disclose any of the terms or substance, directly or indirectly, of
this Loan Agreement to any other person.

                11.24   PUBLIC ANNOUNCEMENTS. The Agent and the Lenders shall
have approval rights with respect to all press releases and other public
announcements related to or concerning

                                      105
<PAGE>

this Loan Agreement and the other Loan Documents. The approval or non-approval
of any press release or other public announcement will not be unreasonably
withheld or delayed.

                11.25   RIGHT OF FIRST OFFER. In any auction of assets by the
Borrowers pursuant to Section 363 of the Bankruptcy Code other than in
connection with the sale of the Servicing Rights and Servicing Reimbursement
Rights, the Borrowers agree to first approach the Lenders which shall have the
right of making a first offer to act as the stalking horse bidder in such
auctions and shall be provided with a reasonable period of time to prepare any
such stalking horse bidder offers. Nothing herein requires the Borrowers to
accept the Lenders' offer once received or to provide the Lenders with stalking
horse protections, and the Borrowers may proceed to seek offers from other
Persons.

                11.26   MORTGAGE LOAN PURCHASE COMMITMENT. Subject to the terms
and conditions set forth in SCHEDULE 11.26 hereto, Greenwich shall be obligated
to purchase Eligible Mortgage Loans originated or committed to be originated
prior to the entry of the Final Order having an aggregate unpaid principal
balance of not more than $100,000,000.

                                    * * * * *

                                      106
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement
to be duly executed and delivered as of the day and year first above written.

                                  BORROWERS

                                  AMERICAN BUSINESS FINANCIAL SERVICES, INC.

                                  By:     /s/ Albert W. Mandia
                                          --------------------------------------
                                  Name:   Albert W. Mandia
                                          --------------------------------------
                                  Title:  Executive Vice President and CFO
                                          --------------------------------------

                                  AMERICAN BUSINESS CREDIT, INC.

                                  By:     /s/ Albert W. Mandia
                                          --------------------------------------
                                  Name:   Albert W. Mandia
                                          --------------------------------------
                                  Title:  Executive Vice President and CFO
                                          --------------------------------------

                                  HOMEAMERICAN CREDIT, INC.

                                  By:     /s/ Albert W. Mandia
                                          --------------------------------------
                                  Name:   Albert W. Mandia
                                          --------------------------------------
                                  Title:  Executive Vice President and CFO
                                          --------------------------------------

                                  AMERICAN BUSINESS MORTGAGE SERVICES, INC.

                                  By:     /s/ Albert W. Mandia
                                          --------------------------------------
                                  Name:   Albert W. Mandia
                                          --------------------------------------
                                  Title:  Executive Vice President and CFO
                                          --------------------------------------

                                  TIGER RELOCATION COMPANY

                                  By:     /s/ Albert W. Mandia
                                          --------------------------------------
                                  Name:   Albert W. Mandia
                                          --------------------------------------
                                  Title:  Executive Vice President and CFO
                                          --------------------------------------

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                                      S-1
<PAGE>

                                  ABFS CONSOLIDATED HOLDINGS, INC.

                                  By:     /s/ Albert W. Mandia
                                          --------------------------------------
                                  Name:   Albert W. Mandia
                                          --------------------------------------
                                  Title:  Executive Vice President and CFO
                                          --------------------------------------

                                  ADDRESS FOR NOTICES:

                                  c/o American Business Financial Services, Inc.
                                  The Wanamaker Building
                                  100 Penn Square East
                                  Philadelphia, Pennsylvania  19107
                                  Attention:  Steve Giroux, Esq., General
                                              Counsel
                                  Telecopier No.:  215-940-3299
                                  Telephone No:  215-940-4537

                                  With a copy to:


                                  Blank Rome LLP
                                  One Logan Square
                                  Philadelphia, Pennsylvania  19103
                                  Attention:  Lawrence F. Flick, II
                                  Telecopier No.:  215-569-5555
                                  Telephone No:  215-569-5500


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                                       S-2

<PAGE>

                                  AGENT

                                  GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


                                  By:     /s/ Jason Kennedy
                                          --------------------------------------
                                  Title:  Associate
                                          --------------------------------------

                                  ADDRESS FOR NOTICES:

                                  Greenwich Capital Financial Products, Inc.
                                  600 Steamboat Road
                                  Greenwich, Connecticut  06830
                                  Attention: John C. Anderson
                                  Telecopier No.: 203-618-2135
                                  Telephone No.: 203-618-2700


                                  With a copy to:

                                  Greenwich Capital Financial Products, Inc.
                                  600 Steamboat Road
                                  Greenwich, Connecticut  06830
                                  Attention:  General Counsel
                                  Telecopier No.:  203-618-2134
                                  Telephone No.:  203-618-2700


                                  And to:

                                  Kirkland & Ellis LLP
                                  200 East Randolph Drive
                                  Chicago, Illinois  60601
                                  Attention: Linda K. Myers, P.C.
                                  Telecopier No.:  312-861-2200
                                  Telephone No.:  312-861-2000



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                                       S-3

<PAGE>

                                  LENDERS

                                  GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


                                  By:     /s/ Jason Kennedy
                                         ---------------------------------------
                                  Title:  Associate
                                         ---------------------------------------

                                  ADDRESS FOR NOTICES:

                                  Greenwich Capital Financial Products, Inc.
                                  600 Steamboat Road
                                  Greenwich, Connecticut  06830
                                  Attention: John C. Anderson
                                  Telecopier No.: 203-618-2135
                                  Telephone No.: 203-618-2700


                                  With a copy to:

                                  Greenwich Capital Financial Products, Inc.
                                  600 Steamboat Road
                                  Greenwich, Connecticut  06830
                                  Attention:  General Counsel
                                  Telecopier No.:  203-618-2134
                                  Telephone No.:  203-618-2700


                                  And to:

                                  Kirkland & Ellis LLP
                                  200 East Randolph Drive
                                  Chicago, Illinois  60601
                                  Attention: Linda K. Myers, P.C.
                                  Telecopier No.:  312-861-2200
                                  Telephone No.:  312-861-2000



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                                      S-4

<PAGE>

                                  THE CIT GROUP/BUSINESS CREDIT, INC.


                                  By:    /s/ James A. Brennan, Jr.
                                        ----------------------------------------
                                  Title: Vice President
                                        ----------------------------------------

                                  ADDRESS FOR NOTICES:

                                  The CIT Group/Business Credit, Inc.
                                  1211 Avenue of the Americas
                                  22nd Floor
                                  New York, New York  10036
                                  Attention:  Peter Skavla
                                  Telecopier No.:  212-536-1295
                                  Telephone No.:  212-790-9170


                                  With a copy to:

                                  Skadden, Arps, Slate, Meagher & Flom LLP
                                  Four Times Square
                                  New York, New York  10036
                                  Attention:  Peter J. Neckles
                                  Telecopier No.:  212-735-2000
                                  Telephone No.:  212-735-3000


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                                       S-5

<PAGE>


                                  CLEARWING (for itself and for the Clearwing
                                  INDEMNIFIED PARTIES)

                                  CLEARWING CAPITAL, LLC


                                  By:     /s/ Paul Halpern
                                         ---------------------------------------
                                  Title:  Authorized Agent
                                         ---------------------------------------

                                  ADDRESS FOR NOTICES:

                                  c/o  Chrysalis Management Group
                                  The Belgravia Building
                                  1811 Chestnut Street, 7th Floor
                                  Philadelphia, Pennsylvania  19103
                                  Attention:  Paul Halpern
                                  Telecopier No.:  215-717-2272
                                  Telephone No.:  215-717-2907


                                  With a copy to:

                                  Paul Hastings Janofsky & Walker LLP
                                  515 South Flower Street, 25th Floor
                                  Los Angeles, California  90071
                                  Attention:  Hydee R. Feldstein, Esq.
                                  Telecopier No.:  213-683-6000
                                  Telephone No.:  213-627-0705


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                                       S-6

<PAGE>

                                  PATRIOT

                                  THE PATRIOT GROUP, LLC


                                  By:     /s/ Bruce R. Katz
                                         ---------------------------------------
                                  Title:  Senior Vice President
                                         ---------------------------------------

                                  ADDRESS FOR NOTICES:

                                  The Patriot Group, LLC
                                  28 Thorndal Circle
                                  Darien, Connecticut  06820
                                  Attention:  Jonathan Kane
                                  Telecopier No.: 203-656-4483
                                  Telephone No.:  203-656-0905


                                  With a copy to:

                                  Thacher Proffitt & Wood, LLP
                                  Two World Financial Center
                                  New York, New York  10281
                                  Attention:  Jeffrey Murphy
                                  Telecopier No.:  212-912-7751
                                  Telephone No.:  212-912-7400


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                                       S-7