<PAGE>

GMAC Residential Funding

                                                                    EXHIBIT 10.1

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                     FIRST AMENDED AND RESTATED WAREHOUSING
                         CREDIT AND SECURITY AGREEMENT
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                                    BETWEEN

                       CRESLEIGH FINANCIAL SERVICES LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

                                      AND

                      CRESLEIGH BANCORP OF TENNESSEE LLC,
                     A TENNESSEE LIMITED LIABILITY COMPANY

                                      AND

                      CRESLEIGH FINANCIAL SERVICES, INC.,
                             A DELAWARE CORPORATION

                                      AND

                        RESIDENTIAL FUNDING CORPORATION,
                             A DELAWARE CORPORATION

                          DATED AS OF AUGUST 31, 2002



* Represents confidential information that has been omitted and filed separately
  with the Commission.

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                                   <C>
1.       THE CREDIT.............................................................................................      1-1
         1.1.  The Warehousing Commitment.......................................................................      1-1
         1.2.  Expiration of Warehousing Commitment.............................................................      1-2
         1.3.  Warehousing Note/Sublimit Note...................................................................      1-2
2.       PROCEDURES FOR OBTAINING ADVANCES......................................................................      2-1
         2.1.  Warehousing Advances.............................................................................      2-1
3.       INTEREST, PRINCIPAL AND FEES...........................................................................      3-1
         3.1.  Interest  .......................................................................................      3-1
         3.2.  Interest Limitation..............................................................................      3-2
         3.3.  Principal Payments...............................................................................      3-2
         3.4.  Buydowns.........................................................................................      3-4
         3.5.  Warehousing Commitment Fees......................................................................      3-4
         3.6.  Non-Usage Fees...................................................................................      3-5
         3.7.  Loan Package Fees, Wire Fees, Warehousing Fees...................................................      3-5
         3.8.  Miscellaneous Fees and Charges...................................................................      3-5
         3.9.  Overdraft Advances...............................................................................      3-6
         3.10. Method of Making Payments........................................................................      3-6
4.       COLLATERAL.............................................................................................      4-1
         4.1.  Grant of Security Interest.......................................................................      4-1
         4.2.  Maintenance of Collateral Records................................................................      4-2
         4.3.  Release of Security Interest in Pledged Loans and Pledged Securities.............................      4-3
         4.4.  Collection and Servicing Rights..................................................................      4-4
         4.5.  Return of Collateral at End of Warehousing Commitment............................................      4-4
         4.6.  Delivery of Collateral Documents.................................................................      4-4
5.       CONDITIONS PRECEDENT...................................................................................      5-1
         5.1.  Initial Advance..................................................................................      5-1
         5.2.  Each Advance.....................................................................................      5-3
         5.3.  Force Majeure....................................................................................      5-3
6.       GENERAL REPRESENTATIONS AND WARRANTIES.................................................................      6-1
         6.1.  Place of Business................................................................................      6-1
         6.2.  Organization; Good Standing; Subsidiaries........................................................      6-1
         6.3.  Authorization and Enforceability.................................................................      6-2
         6.4.  Approvals .......................................................................................      6-2
         6.5.  Financial Condition..............................................................................      6-2
         6.6.  Litigation.......................................................................................      6-3
         6.7.  Compliance with Laws.............................................................................      6-3
         6.8.  Regulation U.....................................................................................      6-3
         6.9.  Investment Company Act...........................................................................      6-3
         6.10. Payment of Taxes.................................................................................      6-3
         6.11. Agreements.......................................................................................      6-4
         6.12. Title to Properties..............................................................................      6-4
         6.13. ERISA............................................................................................      6-4
         6.14. No Retiree Benefits..............................................................................      6-4
         6.15. Assumed Names....................................................................................      6-4
         6.16. Servicing .......................................................................................      6-5
7.       AFFIRMATIVE COVENANTS..................................................................................      7-1
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
         7.1.  Payment of Obligations...........................................................................      7-1
         7.2.  Financial Statements.............................................................................      7-1
         7.3.  Other Borrower Reports...........................................................................      7-1
         7.4.  Maintenance of Existence; Conduct of Business....................................................      7-2
         7.5.  Compliance with Applicable Laws..................................................................      7-2
         7.6.  Inspection of Properties and Books; Operational Reviews..........................................      7-2
         7.7.  Notice...........................................................................................      7-3
         7.8.  Payment of Debt, Taxes and Other Obligations.....................................................      7-3
         7.9.  Insurance........................................................................................      7-3
         7.10. Closing Instructions.............................................................................      7-3
         7.11. Subordination of Certain Indebtedness............................................................      7-4
         7.12. Other Loan Obligations...........................................................................      7-4
         7.13. ERISA     .......................................................................................      7-4
         7.14. Use of Proceeds of Warehousing Advances..........................................................      7-4
8.       NEGATIVE COVENANTS.....................................................................................      8-1
         8.1.  Contingent Liabilities...........................................................................      8-1
         8.2.  Pledge of Servicing Contracts....................................................................      8-1
         8.3.  Restrictions on Fundamental Changes..............................................................      8-1
         8.4.  Subsidiaries.....................................................................................      8-1
         8.5.  Deferral of Subordinated Debt....................................................................      8-1
         8.6.  Loss of Eligibility..............................................................................      8-2
         8.7.  Accounting Changes...............................................................................      8-2
         8.8.  Leverage Ratio...................................................................................      8-2
         8.9.  Minimum Tangible Net Worth.......................................................................      8-2
         8.10. Current Ratio....................................................................................      8-2
         8.11. Minimum Cash and Cash Equivalents................................................................      8-2
         8.12. Transactions with Affiliates.....................................................................      8-2
         8.13. Recourse Servicing Contracts.....................................................................      8-2
         8.14. Gestation Agreements.............................................................................      8-2
9.       SPECIAL REPRESENTATIONS, WARRANTIES AND COVENANTS CONCERNING COLLATERAL................................      9-1
         9.1.  Special Representations and Warranties Concerning Eligibility as Seller/Servicer of Mortgage
                Loans...........................................................................................      9-1
         9.2.  Special Representations and Warranties Concerning Warehousing Collateral.........................      9-1
         9.3.  Special Representations Concerning REO Properties................................................      9-3
         9.4.  Special Affirmative Covenants Concerning Warehousing Collateral..................................      9-3
         9.5.  Special Affirmative Covenants Concerning REO Properties..........................................      9-4
         9.6.  Special Negative Covenants Concerning Warehousing Collateral.....................................      9-4
10.      DEFAULTS; REMEDIES.....................................................................................     10-1
         10.1. Events of Default................................................................................     10-1
         10.2. Remedies ........................................................................................     10-2
         10.3. Application of Proceeds..........................................................................     10-5
         10.4. Lender Appointed Attorney-in-Fact................................................................     10-5
         10.5. Right of Set-Off.................................................................................     10-5
11.      MISCELLANEOUS..........................................................................................     11-1
         11.1. Notices   .......................................................................................     11-1
         11.2. Reimbursement Of Expenses; Indemnity.............................................................     11-1
         11.3. Financial Information............................................................................     11-2
         11.4. Terms Binding Upon Successors; Survival of Representations.......................................     11-2
         11.5. Assignment.......................................................................................     11-2
         11.6. Amendments.......................................................................................     11-2
         11.7. Governing Law....................................................................................     11-2
         11.8. Participations...................................................................................     11-3
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
         11.9.  Relationship of the Parties....................................................................       11-3
         11.10. Severability...................................................................................       11-3
         11.11. Consent to Credit References...................................................................       11-3
         11.12. Counterparts...................................................................................       11-3
         11.13. Entire Agreement...............................................................................       11-4
         11.14. Consent to Jurisdiction........................................................................       11-4
         11.15. Waiver of Jury Trial...........................................................................       11-4
         11.16. Waiver of Punitive, Consequential, Special or Indirect Damages.................................       11-4
12.      DEFINITIONS...........................................................................................       12-1
         12.1. Defined Terms...................................................................................       12-1
         12.2. Other Definitional Provisions; Terms of Construction............................................      12-11
</TABLE>

<PAGE>

                                    EXHIBITS

Exhibit A-REO           Request for Advance - REO Properties

Exhibit A-SF            Request for Advance

Exhibit B-REP/NP/REO    Procedures and Documentation for Warehousing
                        Repurchased Mortgage Loans, Nonperforming
                        Mortgage Loans and REO Properties

Exhibit B-SF            Procedures and Documentation for Warehousing
                        Mortgage Loans

Exhibit C               Schedule of Servicing Portfolio

Exhibit D               Subsidiaries

Exhibit E               Compliance Certificate

Exhibit F               Lines of Credit

Exhibit G               Assumed Names

Exhibit H               Eligible Loans and Other Assets

Exhibit I               Terms of Guaranteed Obligations

<PAGE>

                  FIRST AMENDED AND RESTATED WAREHOUSING CREDIT
                             AND SECURITY AGREEMENT

FIRST AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT, dated as
of August 31, 2002, among Cresleigh Financial Services LLC, a Delaware limited
liability company ("Cresleigh LLC"), CRESLEIGH BANCORP OF TENNESSEE LLC, a
Tennessee limited liability company ("Cresleigh Bancorp"), CRESLEIGH FINANCIAL
SERVICES, INC., a Delaware corporation ("Cresleigh Inc.") (Cresleigh LLC,
Cresleigh Bancorp and Cresleigh Inc. are collectively referred to as the
"Borrower"), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation
("Lender").

A.        Borrower has requested certain financing from Lender.

B.        Borrower has asked Lender to amend and restate the Existing Agreement
          (as defined below) and to set forth the terms and conditions upon
          which Lender will provide certain financing to Borrower.

C.        Lender has agreed to amend and restate the Existing Agreement to
          provide that financing to Borrower subject to the terms and conditions
          of this Agreement.

D.        Subject to Borrower's satisfaction of the conditions set forth in
          Article 5, the "Closing Date" for the transactions contemplated by
          this Agreement is August 31, 2002.

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

1.       THE CREDIT

1.1.     THE WAREHOUSING COMMITMENT

On the terms and subject to the conditions and limitations of this Agreement,
including Exhibit H, Lender agrees to make Warehousing Advances to Borrower from
the Closing Date to the Business Day immediately preceding the Warehousing
Maturity Date, during which period Borrower may borrow, repay and reborrow in
accordance with the provisions of this Agreement. The total aggregate principal
amount of all Warehousing Advances outstanding at any one time may not exceed
the Warehousing Commitment Amount. While a Default or Event of Default exists,
Lender may refuse to make any additional Warehousing Advances to Borrower.
Effective as of the Closing Date, all outstanding loans made under the Existing
Agreement are deemed to be Warehousing Advances made under this Agreement. All
Warehousing Advances under this Agreement constitute a single indebtedness, and
all of the Collateral is security for the Warehousing Note and the Sublimit Note
and for the performance of all of the Obligations. Warehousing Advances will be
made to Cresleigh LLC, Cresleigh Bancorp or to Cresleigh Inc., as requested by
Cresleigh LLC, Cresleigh Bancorp or Cresleigh Inc., respectively, will be deemed
made to or for the benefit of Cresleigh LLC and Cresleigh Bancorp and Cresleigh
Inc., jointly and severally, and each of Cresleigh LLC, Cresleigh Bancorp and
Cresleigh, Inc. are obligated to repay any Warehousing Advances made to
Cresleigh LLC, Cresleigh Bancorp or to Cresleigh Inc. under the Warehousing
Commitment. With respect to its obligation to repay Warehousing Advances made to
any other Borrower, each Borrower agrees to the terms set forth in Exhibit I.


                                                                        Page 1-1

<PAGE>

1.2.     EXPIRATION OF WAREHOUSING COMMITMENT

The Warehousing Commitment expires on the earlier of ("Warehousing Maturity
Date"): (a) March 27, 2004, as such date may be extended in writing by Lender,
in its sole discretion, on which date the Warehousing Commitment will expire of
its own term and the Warehousing Advances will become due and payable without
the necessity of Notice or action by Lender; and (b) the date the Warehousing
Commitment is terminated and the Warehousing Advances become due and payable
under Section 10.2.

1.3.     WAREHOUSING NOTE/SUBLIMIT NOTE

Warehousing Advances, other than Warehousing Advances made against REO
Properties, are evidenced by Borrower's promissory note, payable to Lender on
the form prescribed by Lender ("Warehousing Note"). Warehousing Advances made
against REO Properties are evidenced by Borrower's promissory note, payable to
Lender on the form prescribed by Lender ("Sublimit Note"). The term "Warehousing
Note" and "Sublimit Note" as used in this Agreement includes all amendments,
restatements, renewals or replacements of the original Warehousing Note, the
Sublimit Note and all substitutions for it. All terms and provisions of the
Warehousing Note and the Sublimit Note are incorporated into this Agreement.

                                END OF ARTICLE 1


                                                                        Page 1-2

<PAGE>

2.       PROCEDURES FOR OBTAINING ADVANCES

2.1.     WAREHOUSING ADVANCES

To obtain a Warehousing Advance under this Agreement, Borrower must deliver to
Lender either a completed and signed request for a Warehousing Advance on the
then current form approved by Lender, or an Electronic Advance Request, together
with a list of the Mortgage Loans for which the request is being made and a
signed RFConnects Pledge Agreement sent by facsimile ("Warehousing Advance
Request"), not later than (i) in the case of Electronic Advance Requests, 2:30
p.m. on the Business Day, and (ii) in all other cases, 1 Business Day before the
Business Day on which Borrower desires the Warehousing Advance. Subject to the
delivery of a Warehousing Advance Request and the satisfaction of the conditions
set forth in Sections 5.1 and 5.2, Borrower may obtain a Warehousing Advance
under this Agreement upon compliance with the procedures set forth in this
Section and in the applicable Exhibit B, including delivery to Lender of all
required Collateral Documents. Lender's current form of Warehousing Advance
Request is set forth in Exhibit A. Upon not less than 3 Business Days' prior
Notice to Borrower, Lender may modify its form of Warehousing Advance Request,
RFConnects Pledge Agreement and any other Exhibit or document referred to in
this Section to conform to current legal requirements or Lender practices and,
as so modified, those Exhibits and documents will become part of this Agreement.

                                END OF ARTICLE 2


                                                                        Page 2-1
<PAGE>

3.       INTEREST, PRINCIPAL AND FEES

3.1.     INTEREST

3.1 (a)  Except as provided in Sections 3.1(d) and 3.1(e), Borrower must pay
         interest on the unpaid amount of each Warehousing Advance from the date
         the Warehousing Advance is made until it is paid in full at the
         Interest Rate specified in Exhibit H.

3.1 (b)  As long as no Default or Event of Default exists, Borrower is entitled
         to receive a benefit in the form of an "Earnings Credit" on the portion
         of the Eligible Balances maintained in time deposit accounts with a
         Designated Bank, and Borrower is entitled to receive a benefit in the
         form of an "Earnings Allowance" on the portion of the Eligible Balances
         maintained in demand deposit accounts with a Designated Bank. Any
         Earnings Allowance will be used first and any Earnings Credit will be
         used second as a credit against Miscellaneous Fees and Charges
         (including Designated Bank Charges), and against other fees payable to
         Lender under this Agreement, including Warehousing Fees, Wire Fees,
         Warehousing Commitment Fees,Non-Usage Fees, and Loan Package Fees, and
         may be used, at Lender's option, to reduce accrued interest. Any
         Earnings Allowance not used during the month in which the benefit was
         received will be accumulated and must be used within 6 months of the
         month in which the benefit was received. As long as no Default or Event
         of Default exists, any Earnings Credit not used during the month in
         which the benefit was received will be used to provide a cash benefit
         to Borrower. Any Earnings Credit retained by Lender as a result of a
         Default or Event of Default will be applied to the payment of
         Borrower's Obligations in the order Lender determines in its sole
         discretion. The Earnings Credit and the Earnings Allowance for any
         month will be determined by Lender in its sole discretion and Lender's
         determination of those amounts is conclusive and binding absent
         manifest error. In no event will the benefit received by Borrower
         exceed the Depository Benefit.

         Either party to this Agreement may terminate the benefits provided for
         in this Section effective immediately upon Notice to the other party,
         if the terminating party determines (which determination is conclusive
         and binding on the other party, absent manifest error) at any time that
         any applicable law, rule, regulation, order or decree or any
         interpretation or administration of such law, rule, regulation, order
         or decree by any governmental authority charged with its interpretation
         or administration, or compliance by such party with any request or
         directive (whether or not having the force of law) of any such
         authority, makes it unlawful or impossible for the party sending the
         Notice to continue to offer or receive the benefits provided for in
         this Section. No Notice is required for a termination of benefits as a
         result of a Default or Event of Default.

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

3.1 (d)  If, for any reason Borrower repays a Warehousing Advance on the same
         day that it was made by Lender, Borrower agrees to pay to Lender an
         administrative fee equal to 1 day of interest on that Advance at the
         Interest Rate that would otherwise be applicable under Exhibit H.
         Borrower must pay all administrative fees within 9 days after the date
         of Lender's invoice or, if applicable, within 2 days of the date of
         Lender's account analysis statement.


                                                                        Page 3-1

<PAGE>

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

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

3.2.     INTEREST LIMITATION

Lender does not intend, by reason of this Agreement, the Warehousing Note, the
Sublimit Note or any other Loan Document, to receive interest in excess of the
amount permitted by applicable law. If Lender receives any interest in excess of
the amount permitted by applicable law, whether by reason of acceleration of the
maturity of this Agreement, the Warehousing Note, the Sublimit Note or
otherwise, Lender will apply the excess to the unpaid principal balance of the
Warehousing Advances and not to the payment of interest. If all Warehousing
Advances have been paid in full and the Warehousing Commitment has expired or
has been terminated, Lender will remit any excess to Borrower. This Section
controls every other provision of all agreements between Borrower and Lender and
is binding upon and available to any subsequent holder of the Warehousing Note
or the Sublimit Note.

3.3.     PRINCIPAL PAYMENTS

3.3 (a)  Borrower must pay Lender the outstanding principal amount of all
         Warehousing Advances on the Warehousing Maturity Date.

3.3 (b)  Except as provided in Section 3.1(d), Borrower may prepay any portion
         of the Warehousing Advances without premium or penalty at any time.

3.3 (c)  Borrower must pay to Lender, without the necessity of prior demand or
         Notice from Lender, and Borrower authorizes Lender to cause the Funding
         Bank to charge Borrower's Operating Account for, the amount of any
         outstanding Warehousing Advance against a specific Pledged Asset upon
         the earliest occurrence of any of the following events:

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

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

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


                                                                        Page 3-2

<PAGE>

         (4)      On the date the Pledged Loan or a Lien prior to the Mortgage
                  securing repayment of the Pledged Loan is defaulted and
                  remains in default for a period of 60 days or more.

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

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

3.3 (d)  Upon telephonic or written Notice to Borrower by Lender, Borrower must
         pay to Lender, and Borrower authorizes Lender to cause the Funding Bank
         to charge Borrower's Operating Account for, the amount of any
         outstanding Warehousing Advance against a specific Pledged Asset upon
         the earliest occurrence of any of the following events:

         (1)      For any Pledged Loan, the Warehouse Period elapses.

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

         (3)      Seven (7) Business Days elapse from the date a Wet Settlement
                  Advance was made against a Pledged Loan, other than a
                  Repurchased Mortgage Loan or a Nonperforming Mortgage Loan,
                  without receipt by Lender of all Collateral Documents relating
                  to the Pledged Loan.

         (4)      With respect to any Pledged Loan, any of the Collateral
                  Documents, upon examination by Lender, are found not to be in
                  compliance with the requirements of this Agreement or the
                  related Purchase Commitment.

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

3.3 (e)  In addition to the payments required pursuant to Sections 3.3(a),
         3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is
         prepaid in whole or in part while a Warehousing Advance is outstanding
         against the Pledged Loan, Borrower must pay to Lender, without the
         necessity of prior demand or Notice from Lender, and Borrower
         authorizes Lender to cause the Funding Bank to charge Borrower's
         Operating Account for, the amount of the prepayment, to be applied
         against the Warehousing Advance.

3.3 (f)  The proceeds of the sale or other disposition of Pledged Assets must be
         paid directly by the Investor to the Cash Collateral Account. Borrower
         must give Notice to Lender in writing or by telephone or by RFConnects
         Delivery to Lender (and if by telephone, followed promptly by written
         Notice) of the Pledged Assets for which proceeds have been received.
         Upon receipt of Borrower's Notice, Lender will apply any proceeds
         deposited into the Cash Collateral Account to the payment of the
         Warehousing

                                                                        Page 3-3

<PAGE>

         Advances related to the Pledged Assets identified by Borrower in its
         Notice, and those Pledged Assets will be considered to have been
         redeemed from pledge. Lender is entitled to rely upon Borrower's
         affirmation that deposits in the Cash Collateral Account represent
         payments from Investors for the purchase of the Pledged Assets
         specified by Borrower in its Notice. If the payment from an Investor
         for the purchase of Pledged Assets is less than the outstanding
         Warehousing Advances against the Pledged Assets identified by Borrower
         in its Notice, Borrower must pay to Lender, and Borrower authorizes
         Lender to cause the Funding Bank to charge Borrower's Operating Account
         in an amount equal to that deficiency. As long as no Default or Event
         of Default exists, Lender will return to Borrower any excess payment
         from an Investor for Pledged Assets.

3.3 (g)  Lender reserves the right to revalue any Pledged Loan. Borrower must
         pay to Lender, without the necessity of prior demand or Notice from
         Lender, and Borrower authorizes Lender to cause the Funding Bank to
         charge Borrower's Operating Account for, any amount required after any
         such revaluation to reduce the principal amount of the Warehousing
         Advance outstanding against the revalued Pledged Loan to an amount
         equal to the Advance Rate for the applicable type of Eligible Loan or
         REO Property multiplied by the Fair Market Value of the Mortgage Loan.

3.4.     BUYDOWNS

Borrower may prepay a portion of the Warehousing Advances outstanding against
Subprime Mortgage Loans (a "Buydown") upon Notice to Lender not later than (a)
1:00 p.m. on the Business Day immediately preceding the Business Day on which
Borrower desires to make a Buydown in the amount of $10,000,000 or more or (b)
1:00 p.m. on the Business Day on which Borrower desires to make a Buydown in an
amount less than $10,000,000. Each Buydown must be in an amount not less than
$5,000, and Buydowns may not exceed, in the aggregate, the amount outstanding
against Subprime Mortgage Loans. A Buydown is a reduction in the aggregate
amount of the Warehousing Advances outstanding against Subprime Mortgage Loans,
but does not represent the prepayment of any particular Warehousing Advance, and
does not entitle Borrower to the release of any Collateral. Lender may apply
Buydowns to reduce interest payable by Borrower on outstanding Warehousing
Advances in any order that Lender determines in its sole discretion. Unless a
Default or Event of Default exists, Borrower may reborrow all or any portion of
a Buydown upon Notice to Lender not later than (m) 1:00 p.m. on the Business Day
immediately preceding the Business Day on which Borrower desires to reborrow
$10,000,000 or more or (n) 1:00 p.m. on the Business Day that Borrower desires
to reborrow an amount less than $10,000,000. If Lender receives Buydowns or a
combination of Buydowns and payments of Warehousing Advances that exceed the
aggregate principal balance of the Warehousing Advances outstanding against
Subprime Mortgage Loans (an "Excess Buydown"), as long as no Default or Event of
Default exists, Borrower may reborrow all or any portion of an Excess Buydown
upon Notice to Lender not later than (y) 1:00 p.m. on the Business Day
immediately preceding the Business Day on which Borrower desires to reborrow
$10,000,000 or more or (z) 1:00 p.m. on the Business Day that Borrower desires
to reborrow an amount less than $10,000,000. Alternatively, Lender may, in its
sole discretion, re-advance to Borrower all or any portion of an Excess Buydown
by causing the Funding Bank to credit the Operating Account in that amount.
Lender has no obligation to pay or otherwise provide to Borrower any interest,
dividends or other benefits on an Excess Buydown.

3.5.     WAREHOUSING COMMITMENT FEES

Borrower must pay Lender a fee ("Warehousing Commitment Fee") in the amount of
0.125% per annum on $100,000,000 of the Warehousing Commitment Amount. The
Warehousing Commitment Fee is payable quarterly in advance. Lender computes the
Warehousing Commitment Fee on the basis of the actual number of days in each
Calendar Quarter and a year

                                                                        Page 3-4

<PAGE>

of 360 days. Should Borrower use in excess of $100,000,000 of the Warehousing
Commitment Amount, Borrower will pay a Warehousing Commitment Fee of 0.125% on
the actual amount used monthly in arrears. On the Closing Date, Borrower must
pay the prorated portion of the Warehousing Commitment Fee due from the Closing
Date to the last day of the current Calendar Quarter. After the Closing Date,
Borrower must pay the Warehousing Commitment Fee within 9 days after the date of
Lender's invoice or, if applicable, within 2 days after the date of Lender's
account analysis statement. If the date set forth in clause (a) of the
definition of Warehousing Maturity Date occurs on a day other than the last day
of a Calendar Quarter, Borrower must pay the prorated portion of the Warehousing
Commitment Fee due from the beginning of the then current Calendar Quarter to
and including that date. Borrower is not entitled to a reduction in the amount
of the Warehousing Commitment Fee if (a) the Warehousing Commitment Amount is
reduced or (b) the Warehousing Commitment is terminated at the request of
Borrower or as a result of an Event of Default. If the Warehousing Commitment
terminates at the request of Borrower or as a result of an Event of Default,
Borrower must pay, on the date of termination, a Warehousing Commitment Fee on
the Warehousing Commitment Amount in effect immediately prior to termination,
for the period from the date of termination to and including the date set forth
in clause (a) of the definition of Warehousing Maturity Date on the date of such
termination. Lender's determination of the Warehousing Commitment Fee for any
period is conclusive and binding, absent manifest error.

3.6.     NON-USAGE FEES

At the end of each month during the term of this Agreement, Lender will
determine the average usage of the Warehousing Commitment by calculating the
arithmetic daily average of the Warehousing Advances outstanding during such
month ("Used Portion"). Lender will then subtract the Used Portion from the
arithmetic daily average of the Warehousing Commitment Amount outstanding during
such month, and the result, if positive, will be known as the "Unused Portion."
Borrower agrees to pay to Lender a fee ("Non-Usage Fee") in the amount of 0.125%
per annum of the Unused Portion during such month, except that no Non-Usage Fee
will be charged for any month in which the Used Portion is equal to or greater
than 50% of the Warehousing Commitment Amount. The Non-Usage Fee is payable
monthly, in arrears. Lender computes the Non-Usage Fee on the basis of the
actual number of days in the month and a year of 360 days. Borrower must pay the
Non-Usage Fee within 9 days after of the date of Lender's invoice or account
analysis statement. If the date set forth in clause (a) of the definition of
Warehousing Maturity Date occurs on a day other than the last day of a month,
Borrower must pay the prorated portion of the Non-Usage Fee due from the
beginning of the month to and including that date. Borrower is not entitled to a
reduction in the amount of the Non-Usage Fee if (a) the Warehousing Commitment
Amount is reduced or (b) the Warehousing Commitment is terminated at the request
of Borrower or as a result of an Event of Default. If the Warehousing Commitment
terminates at the request of Borrower or as a result of an Event of Default,
Borrower must pay, on the date of termination, a Non-Usage Fee in the amount of
0.125% per annum of the Warehousing Commitment Amount in effect immediately
prior to the date of termination, for the period from the date of termination to
and including the date set forth in clause (a) of the definition of Warehousing
Maturity Date. Lender's determination of the Non-Usage Fee for any period is
conclusive and binding, absent manifest error.

3.7.     LOAN PACKAGE FEES, WIRE FEES, WAREHOUSING FEES

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

                                                                        Page 3-5

<PAGE>

3.8.     MISCELLANEOUS FEES AND CHARGES

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

3.9.     OVERDRAFT ADVANCES

If, under the authorization given by Borrower in the Funding Bank Agreement or
pursuant to this Agreement, Lender debits Borrower's Operating Account or
directs the Funding Bank to honor an item presented against the Operating
Account or against the Check Disbursement Account, and that debit or direction
results in an overdraft, Lender may make an additional Warehousing Advance to
fund that overdraft ("Overdraft Advance"). Borrower must pay (a) the outstanding
amount of any Overdraft Advance, plus interest on that Overdraft Advance, within
1 Business Day after the date of the Overdraft Advance, and (b) interest on the
amount of the Overdraft Advance, at a rate per annum equal to the Bank One Prime
Rate plus 2%, within 9 days after the date of Lender's invoice or, if
applicable, within 2 days after the date of Lender's account analysis statement.

3.10.    METHOD OF MAKING PAYMENTS

3.10 (a) Unless otherwise specified in this Agreement, Borrower must make all
         payments under this Agreement to Lender by the close of business on the
         date when due unless the date is not a Business Day. If the due date is
         not a Business Day, payment is due on, and interest will accrue to, the
         next Business Day. Borrower must make all payments in United States
         dollars in immediately available funds transferred by wire to accounts
         designated by Lender.

3.10 (b) While a Default or Event of Default exists, Borrower authorizes Lender
         to cause the Funding Bank to charge Borrower's Operating Account for
         any Obligations due and payable to Lender, without the necessity of
         prior demand or Notice from Lender.

                                END OF ARTICLE 3

                                                                        Page 3-6

<PAGE>

4.       COLLATERAL

4.1.     GRANT OF SECURITY INTEREST

As security for the payment of the Warehousing Note and the Sublimit Note and
for the performance of all of Borrower's Obligations, Borrower grants a security
interest to Lender in all of Borrower's right, title and interest in and to the
following described property ("Collateral"):

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

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

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

4.1 (d)  All real property, fixtures and personal property described in any REO
         Mortgage, including all rents, leases and profits now due or which may
         hereafter become due under or by virtue of any lease, license,
         sublease, or agreement, whether written or verbal, for the use or
         occupancy of the property or any part thereof, and all proceeds of any
         fire loss or other insurable casualty and all awards or compensation
         made by any governmental or other lawful authorities for the taking or
         damaging by eminent domain of the whole or any part of the property,
         including any awards for a temporary taking, change of grade of streets
         or taking of access.

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

                                                                        Page 4-1

<PAGE>

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

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

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

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

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

4.2.     MAINTENANCE OF COLLATERAL RECORDS

As long as the Warehousing Commitment is outstanding or there remain any
Obligations to be paid or performed under this Agreement or under any other Loan
Document, Borrower must preserve and maintain, at its chief executive office and
principal place of business or in a regional office approved by Lender, or in
the office of a computer service bureau engaged by Borrower

                                                                        Page 4-2

<PAGE>

and approved by Lender and, upon request, make available to Lender the
originals, or copies in any case where the originals have been delivered to
Lender or to an Investor, of the Mortgage Notes, Mortgages and Security
Agreements included in Pledged Loans, Mortgage-backed Securities delivered to
Lender as Pledged Securities, Purchase Commitments, and all related Mortgage
Loan documents and instruments, and all files, surveys, certificates,
correspondence, appraisals, computer programs, tapes, discs, cards, accounting
records and other information and data relating to the Collateral.

4.3.     RELEASE OF SECURITY INTEREST IN PLEDGED LOANS AND PLEDGED SECURITIES

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

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

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

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


                                                                        Page 4-3

<PAGE>

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

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

4.4.     COLLECTION AND SERVICING RIGHTS

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

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

4.5.     RETURN OF COLLATERAL AT END OF WAREHOUSING COMMITMENT

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

4.6.     DELIVERY OF COLLATERAL DOCUMENTS

4.6 (a)  Lender may deliver documents relating to the Collateral to Borrower for
         correction or completion under a Trust Receipt.

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


                                                                        Page 4-4

<PAGE>

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

                                END OF ARTICLE 4

                                                                        Page 4-5

<PAGE>

5.       CONDITIONS PRECEDENT

5.1.     INITIAL ADVANCE

The effectiveness of this Agreement, including Lender's obligation to make the
initial Warehousing Advance, is subject to the satisfaction, in the sole
discretion of Lender, of the following conditions precedent:

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

         (1)      The Warehousing Note and this Agreement duly executed by each
                  Borrower.

         (2)      The Sublimit Note and this Agreement duly executed by each
                  Borrower.

         (3)      Cresleigh LLC's Certificate of Formation, together with all
                  amendments, as certified by the Secretary of State of
                  Delaware, Cresleigh LLC's Limited Liability Company Operating
                  Agreement, together with all amendments, certified by the
                  manager of Cresleigh LLC, or a certificate of Cresleigh LLC
                  stating that there has been no change in either Cresleigh
                  LLC's Certificate of Formation or Limited Liability Company
                  Operating Agreement since those delivered in connection with
                  the Existing Agreement, and certificates of good standing
                  dated within 30 days of the date of this Agreement, together
                  with a certification from the Franchise Tax Board or other
                  state tax authority stating that Cresleigh LLC is in good
                  standing with the Franchise Tax Board or such state tax
                  authority, if applicable.

         (4)      A resolution, consent or approval of all of the members of
                  Cresleigh LLC authorizing the execution, delivery and
                  performance of this Agreement and the other Loan Documents,
                  each Warehousing Advance Request and all other agreements,
                  instruments or documents to be delivered by Cresleigh LLC
                  under this Agreement.

         (5)      A certificate as to the incumbency and authenticity of the
                  signatures of the managers of Cresleigh LLC executing this
                  Agreement and the other Loan Documents, and of the managers
                  and employees of Cresleigh LLC delivering each Warehousing
                  Advance Request and all other agreements, instruments or
                  documents to be delivered under this Agreement (Lender being
                  entitled to rely on that certificate until a new incumbency
                  certificate has been furnished to Lender).

         (6)      Cresleigh Bancorp's Certificate of Formation, together with
                  all amendments, as certified by the Secretary of State of
                  Tennessee, Cresleigh Bancorp's Limited Liability Company
                  Operating Agreement, together with all amendments, certified
                  by the manager of Cresleigh Bancorp, and certificates of good
                  standing dated within 30 days of the date of this Agreement,
                  together with a certification from the Franchise Tax Board or
                  other state tax authority stating that Cresleigh Bancorp is in
                  good standing with the Franchise Tax Board or such state tax
                  authority, if applicable.

         (7)      A resolution, consent or approval of all of the members of
                  Cresleigh Bancorp authorizing the execution, delivery and
                  performance of this Agreement and the other Loan Documents,
                  each Warehousing Advance Request and all other


                                                                        Page 5-1

<PAGE>

                  agreements, instruments or documents to be delivered by
                  Cresleigh Bancorp under this Agreement.

         (8)      A certificate as to the incumbency and authenticity of the
                  signatures of the managers of Cresleigh Bancorp executing this
                  Agreement and the other Loan Documents, and of the managers
                  and employees of Cresleigh Bancorp delivering each Warehousing
                  Advance Request and all other agreements, instruments or
                  documents to be delivered under this Agreement (Lender being
                  entitled to rely on that certificate until a new incumbency
                  certificate has been furnished to Lender).

         (9)      Cresleigh Inc.'s Articles of Incorporation, together with all
                  amendments, as certified by the Secretary of State of
                  Delaware, Cresleigh Inc.'s Bylaws, together with all
                  amendments, certified by the secretary of Cresleigh Inc., and
                  certificates of good standing dated within 30 days of the date
                  of this Agreement, together with a certification from the
                  Franchise Tax Board or other state tax authority stating that
                  Cresleigh Inc. is in good standing with the Franchise Tax
                  Board or such state tax authority, if applicable.

         (10)     A resolution of the board of directors of Cresleigh Inc.
                  authorizing the execution, delivery and performance of this
                  Agreement and the other Loan Documents, each Warehousing
                  Advance Request and all other agreements, instruments or
                  documents to be delivered by Cresleigh Inc. under this
                  Agreement.

         (11)     A certificate as to the incumbency and authenticity of the
                  signatures of the officers of Cresleigh Inc. executing this
                  Agreement and the other Loan Documents, and of the officers
                  and employees of Cresleigh Inc. delivering each Warehousing
                  Advance Request and all other agreements, instruments or
                  documents to be delivered under this Agreement (Lender being
                  entitled to rely on that certificate until a new incumbency
                  certificate has been furnished to Lender).

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

         (13)     A favorable written opinion of counsel to each Borrower,
                  addressed to Lender and dated as of the date of this
                  Agreement, covering such matters as Lender may reasonably
                  request.

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

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

         (16)     Receipt by Lender of any fees due on the date of this
                  Agreement.

5.1 (b)  If any Borrower is indebted to any of its managers, members or
         Affiliates or any director, officer or shareholder of any manager,
         member or Affiliate of any manager or member, as of the date of this
         Agreement, which indebtedness has a term of more than 1 year or is in
         excess of $25,000, the Person to whom Borrower is indebted must have
         executed a

                                                                        Page 5-2

<PAGE>

         Subordination of Debt Agreement, on the form prescribed by Lender; and
         Lender must have received an executed copy of that Subordination of
         Debt Agreement, certified by the manager of Borrower to be true and
         complete and in full force and effect as of the date of the Warehousing
         Advance.

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

5.2.     EACH ADVANCE

The effectiveness of this Agreement, including Lender's obligation to make the
initial and each subsequent Warehousing Advance is subject to the satisfaction,
in the sole discretion of Lender, as of the date of each Warehousing Advance, of
the following additional conditions precedent:

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

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

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

5.2 (d)  Borrower must have performed all agreements to be performed by it under
         this Agreement, and after giving effect to the requested Warehousing
         Advance, no Default or Event of Default may exist under this Agreement.

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

5.3.     FORCE MAJEURE

Notwithstanding Borrower's satisfaction of the conditions set forth in this
Agreement, Lender has no obligation to make a Warehousing Advance if Lender is
prevented from obtaining the funds necessary to make a Warehousing Advance, or
is otherwise prevented from making a Warehousing Advance as a result of any fire
or other casualty, failure of power, strike, lockout or other labor trouble,
banking moratorium, embargo, sabotage, confiscation, condemnation, riot, civil
disturbance, insurrection, act of terrorism, war or other activity of armed
forces, act of God or other similar reason beyond the control of Lender. Lender
will make the requested Warehousing Advance as soon as reasonably possible
following the occurrence of such an event.

                                END OF ARTICLE 5


                                                                        Page 5-3

<PAGE>

6.       GENERAL REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants to Lender, as of the date of this
Agreement and as of the date of each Warehousing Advance Request and the making
of each Warehousing Advance, that:

6.1.     PLACE OF BUSINESS

Each Borrower's chief executive office and principal place of business is 11595
North Meridian Street, Suite 400, Carmel, IN, 46032.

6.2.     ORGANIZATION; GOOD STANDING; SUBSIDIARIES

6.2 (a)  Cresleigh LLC is a limited liability company duly organized, validly
         existing and in good standing under the laws of the State of Delaware,
         and has the full legal power and authority to own its property and to
         carry on its business as currently conducted. Cresleigh LLC is duly
         qualified as a foreign limited liability company to do business and is
         in good standing in each jurisdiction in which the transaction of its
         business makes qualification necessary, except in jurisdictions, if
         any, where a failure to be in good standing has no material adverse
         effect on Cresleigh LLC's business, operations, assets or financial
         condition as a whole. For the purposes of this Agreement, good standing
         includes qualification for all licenses and payment of all taxes
         required in the jurisdiction of its formation and in each jurisdiction
         in which Cresleigh LLC transacts business. Cresleigh LLC has no
         Subsidiaries except as set forth on Exhibit D, which sets forth with
         respect to each Subsidiary, its name, address, jurisdiction of
         organization, each state in which it is qualified to do business, and
         the percentage ownership of its Equity Interests by Cresleigh LLC. Each
         of Cresleigh LLC's Subsidiaries is duly organized, validly existing and
         in good standing under the laws of the jurisdiction of its
         organization, and has the full legal power and authority to own its
         property and to carry on its business as currently conducted.

6.2 (b)  Cresleigh Bancorp is a limited liability company duly organized,
         validly existing and in good standing under the laws of the State of
         Tennessee, and has the full legal power and authority to own its
         property and to carry on its business as currently conducted. Cresleigh
         Bancorp is duly qualified as a foreign limited liability company to do
         business and is in good standing in each jurisdiction in which the
         transaction of its business makes qualification necessary, except in
         jurisdictions, if any, where a failure to be in good standing has no
         material adverse effect on Cresleigh Bancorp's business, operations,
         assets or financial condition as a whole. For the purposes of this
         Agreement, good standing includes qualification for all licenses and
         payment of all taxes required in the jurisdiction of its formation and
         in each jurisdiction in which Cresleigh Bancorp transacts business.
         Cresleigh Bancorp has no Subsidiaries except as set forth on Exhibit D,
         which sets forth with respect to each Subsidiary, its name, address,
         jurisdiction of organization, each state in which it is qualified to do
         business, and the percentage ownership of its Equity Interests by
         Cresleigh Bancorp. Each of Cresleigh Bancorp's Subsidiaries is duly
         organized, validly existing and in good standing under the laws of the
         jurisdiction of its organization, and has the full legal power and
         authority to own its property and to carry on its business as currently
         conducted.

6.2 (c)  Cresleigh Inc. is a corporation duly organized, validly existing and in
         good standing under the laws of the State of Delaware, and has the full
         legal power and authority to own its property and to carry on its
         business as currently conducted. Cresleigh Inc. is duly


                                                                        Page 6-1

<PAGE>

         qualified as a foreign corporation to do business and is in good
         standing in each jurisdiction in which the transaction of its business
         makes qualification necessary, except in jurisdictions, if any, where a
         failure to be in good standing has no material adverse effect on
         Cresleigh Inc.'s business, operations, assets or financial condition as
         a whole. For the purposes of this Agreement, good standing includes
         qualification for all licenses and payment of all taxes required in the
         jurisdiction of its formation and in each jurisdiction in which
         Cresleigh Inc. transacts business. Cresleigh Inc. has no Subsidiaries
         except as set forth on Exhibit D, which sets forth with respect to each
         Subsidiary, its name, address, jurisdiction of organization, each state
         in which it is qualified to do business, and the percentage ownership
         of its Equity Interests by Cresleigh Inc. Each of Cresleigh Inc.'s
         Subsidiaries is duly organized, validly existing and in good standing
         under the laws of the jurisdiction of its organization, and has the
         full legal power and authority to own its property and to carry on its
         business as currently conducted.

6.3.     AUTHORIZATION AND ENFORCEABILITY

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

6.4.     APPROVALS

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

6.5.     FINANCIAL CONDITION

The balance sheet of Cresleigh LLC (and, Cresleigh LLC's Subsidiaries, on a
consolidated basis) and of Borrower (on a consolidating basis) as of each
Statement Date, and the related statements of income, cash flows and changes in
Equity Interests for the period ended on each Statement Date, and the interim
statements of income of Cresleigh LLC for the month ended on each Statement
Date, furnished to Lender, fairly present the financial condition of Cresleigh
LLC (and, Cresleigh LLC's Subsidiaries) and Borrower, as applicable, as at that
Statement Date and the results of its operations for the fiscal period ended on
that Statement Date. None of the


                                                                        Page 6-2

<PAGE>

Borrowers had, on each Statement Date, no known material liabilities, direct or
indirect, fixed or contingent, matured or unmatured, or liabilities for taxes,
long-term leases or unusual forward or long-term commitments not disclosed by,
or reserved against in, those financial statements, and at the present time
there are no material unrealized or anticipated losses from any loans, advances
or other commitments of any Borrower except as previously disclosed to Lender in
writing. Those financial statements were prepared in accordance with GAAP
applied on a consistent basis throughout the periods involved. Since the Audited
Statement Date, there has been no material adverse change in the business,
operations, assets or financial condition of any Borrower, nor is any Borrower
aware of any state of facts that (with or without notice or lapse of time or
both) would or could result in any such material adverse change.

6.6.     LITIGATION

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

6.7.     COMPLIANCE WITH LAWS

Neither Borrower nor any Subsidiary of Borrower is in violation of any provision
of any law, or of any judgment, award, rule, regulation, order, decree, writ or
injunction of any court or public regulatory body or authority that could result
in a material adverse change in Borrower's business, operations, assets or
financial condition as a whole or that would affect the validity or
enforceability of this Agreement, the Warehousing Note, the Sublimit Note or any
other Loan Document.

6.8.     REGULATION U

Borrower is not engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
Margin Stock, and no part of the proceeds of any Warehousing Advance made under
this Agreement will be used to purchase or carry any Margin Stock or to extend
credit to others for the purpose of purchasing or carrying any Margin Stock.

6.9.     INVESTMENT COMPANY ACT

Borrower is not an "investment company" or controlled by an "investment company"
within the meaning of the Investment Company Act.

6.10.    PAYMENT OF TAXES

Borrower and each of its Subsidiaries has filed or caused to be filed all
federal, state and local income, excise, property and other tax returns that are
required to be filed with respect to the operations of Borrower and its
Subsidiaries, all such returns are true and correct and Borrower and each of its
Subsidiaries has paid or caused to be paid all taxes shown on those returns or
on any assessment, to the extent that those taxes have become due, including all
FICA payments and withholding taxes, if appropriate. The amounts reserved as a
liability for income and other taxes payable in the financial statements
described in Section 6.5 are sufficient for payment of all unpaid federal, state
and local income, excise, property and other taxes, whether or not disputed,


                                                                        Page 6-3

<PAGE>

of Borrower and its Subsidiaries accrued for or applicable to the period and on
the dates of those financial statements and all years and periods prior to those
financial statements and for which Borrower and its Subsidiaries may be liable
in their own right or as transferee of the assets of, or as successor to, any
other Person. No tax Liens have been filed and no material claims are being
asserted against Borrower, any Subsidiary of Borrower or any property of
Borrower or any Subsidiary of Borrower with respect to any taxes, fees or
charges.

6.11.    AGREEMENTS

Neither Borrower nor any Subsidiary of Borrower is a party to any agreement,
instrument or indenture or subject to any restriction materially and adversely
affecting its business, operations, assets or financial condition, except as
disclosed in the financial statements described in Section 6.5. Neither Borrower
nor any Subsidiary of Borrower is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
agreement, instrument, or indenture which default could result in a material
adverse change in Borrower's business, operations, properties or financial
condition as a whole. No holder of any indebtedness of Borrower or of any of its
Subsidiaries has given notice of any asserted default under that indebtedness,
and no liquidation or dissolution of Borrower or of any of its Subsidiaries and
no receivership, insolvency, bankruptcy, reorganization or other similar
proceedings relative to Borrower or of any of its Subsidiaries or any of its or
their properties is pending, or to the knowledge of Borrower, threatened.

6.12.    TITLE TO PROPERTIES

Borrower and each Subsidiary of Borrower has good, valid, insurable and (in the
case of real property) marketable title to all of its properties and assets
(whether real or personal, tangible or intangible) reflected on the financial
statements described in Section 6.5, except for those properties and assets that
Borrower has disposed of since the date of those financial statements either in
the ordinary course of business or because they were no longer used or useful in
the conduct of Borrower's or the Subsidiary's business. All of Borrower's
properties and assets are free and clear of all Liens except as disclosed in
Borrower's financial statements.

6.13.    ERISA

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

6.14.    NO RETIREE BENEFITS

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

6.15.    ASSUMED NAMES

Borrower does not originate Mortgage Loans or otherwise conduct business under
any names other than its legal name and the assumed names set forth on Exhibit
G. Borrower has made all filings and taken all other action as may be required
under the laws of any jurisdiction in which it


                                                                        Page 6-4

<PAGE>

originates Mortgage Loans or otherwise conducts business under any assumed name.
Borrower's use of the assumed names set forth on Exhibit G does not conflict
with any other Person's legal rights to any such name, nor otherwise give rise
to any liability by Borrower to any other Person. Borrower may amend Exhibit G
to add or delete any assumed names used by Borrower to conduct business. An
amendment to Exhibit G to add an assumed name is not effective until Borrower
has delivered to Lender an assumed name certificate in the jurisdictions in
which the assumed name is to be used, which must be satisfactory in form and
content to Lender, in its sole discretion. In connection with any amendment to
delete a name from Exhibit G, Borrower represents and warrants that it has
ceased using that assumed name in all jurisdictions.

6.16.    SERVICING

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

                                END OF ARTICLE 6



                                                                        Page 6-5

<PAGE>

7.       AFFIRMATIVE COVENANTS

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

7.1.     PAYMENT OF OBLIGATIONS

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

7.2.     FINANCIAL STATEMENTS

Deliver to Lender:

7.2 (a)  As soon as available and in any event within 30 days after the end of
         each month, including the last month of Cresleigh LLC's fiscal year, an
         interim statement of income of Cresleigh LLC (and, Cresleigh LLC's
         Subsidiaries, on a consolidated basis) for the immediately preceding
         month and for the period from the beginning of the fiscal year to the
         end of that month, and the related balance sheet as at the end of the
         immediately preceding month, all in reasonable detail, subject,
         however, to year-end audit adjustments.

7.2 (b)  As soon as available and in any event within 90 days after the end of
         each fiscal year of Cresleigh LLC, fiscal year-end statements of
         income, changes in Equity Interests and cash flow of Cresleigh LLC
         (and, Cresleigh LLC's Subsidiaries, on a consolidated basis) and of
         Borrower (on a consolidating basis) for that year, and the related
         balance sheet as of the end of that year (setting forth in comparative
         form the corresponding figures for the preceding fiscal year), all in
         reasonable detail and accompanied by (1) an opinion as to those
         financial statements in form and prepared by independent certified
         public accountants of recognized standing acceptable to Lender and (2)
         any management letters, management reports or other supplementary
         comments or reports delivered by those accountants to Cresleigh LLC or
         Borrower, as applicable, or its respective management committee or
         board of directors.

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

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

7.3.     OTHER BORROWER REPORTS

Deliver to Lender:

7.3 (a)  As soon as available and in any event within 30 days after the end of
         each month, a consolidated loan production report as of the end of that
         month, presenting the total dollar volume and the number of Mortgage
         Loans originated and closed or purchased during that month and for the
         fiscal year-to-date, specified by property type and loan type.


                                                                        Page 7-1

<PAGE>

7.3 (b)  As soon as available and in any event within 30 days after the end of
         each month, a report ("Forward Commitment Report") as of the end of
         that month, detailing the original amount of the commitment, the date
         executed, the amount outstanding on the commitment and the amount of
         the commitment used.

7.3 (c)  As soon as available and in any event within 30 days after the end of
         each month, a report as of the end of that month, detailing FASB 91
         adjustment information.

7.3 (d)  As soon as available and in any event within 30 days after the end of
         each month, a report detailing all requests the Borrower repurchase
         Pledged Assets from an Investor or out of an Eligible Mortgage Pool,
         the status of each such request, and any indemnification or similar
         agreement entered into by Borrower in connection with any such request.

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

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

7.4.     MAINTENANCE OF EXISTENCE; CONDUCT OF BUSINESS

Preserve and maintain its existence as a limited liability company in good
standing and all of its rights, privileges, licenses and franchises necessary or
desirable in the normal conduct of its business, including its eligibility as
lender, seller/servicer and issuer described under Section 9.1; conduct its
business in an orderly and efficient manner; maintain a net worth of acceptable
assets as required for maintaining Borrower's eligibility as lender,
seller/servicer and issuer described under Section 9.1; and make no material
change in the nature or character of its business or engage in any business in
which it was not engaged on the date of this Agreement.

7.5.     COMPLIANCE WITH APPLICABLE LAWS

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

7.6.     INSPECTION OF PROPERTIES AND BOOKS; OPERATIONAL REVIEWS

Permit Lender or any Participant (and their authorized representatives) to
discuss the business, operations, assets and financial condition of Borrower and
its Subsidiaries with Borrower's managers and other management officials, agents
and employees, and to examine and make copies or extracts of Borrower's and its
Subsidiaries' books of account, all at such reasonable times as Lender or any
Participant may request. Provide its accountants with a copy of this Agreement
promptly after its execution and authorize and instruct them to answer candidly
all questions that the officers of Lender or any Participant or any authorized
representatives of Lender or any Participant may address to them in reference to
the financial condition or affairs of Borrower and its Subsidiaries. Borrower
may have its representatives in attendance at any meetings held between the
officers or other representatives of Lender or any Participant and


                                                                        Page 7-2

<PAGE>

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

7.7.     NOTICE

Give prompt Notice to Lender of (a) any action, suit or proceeding instituted by
or against Borrower or any of its Subsidiaries in any federal or state court or
before any commission or other regulatory body (federal, state or local,
domestic or foreign), which action, suit or proceeding has at issue in excess of
$250,000, or any such proceedings threatened against Borrower or any of its
Subsidiaries in a writing containing the details of that action, suit or
proceeding; (b) the filing, recording or assessment of any federal, state or
local tax Lien against Borrower, or any of its assets or any of its
Subsidiaries; (c) an Event of Default; (d) a Default that continues for more
than 4 days; (e) the suspension, revocation or termination of Borrower's
eligibility, in any respect, as lender, seller/servicer or issuer as described
under Section 9.1; (f) the transfer, loss, nonrenewal or termination of any
Servicing Contracts to which Borrower is a party, or which is held for the
benefit of Borrower, and the reason for that transfer, loss, nonrenewal or
termination; (g) any Prohibited Transaction with respect to any Plan, specifying
the nature of the Prohibited Transaction and what action Borrower proposes to
take with respect to it; and (h) any other action, event or condition of any
nature that could lead to or result in a material adverse change in the
business, operations, assets or financial condition of Borrower or any of its
Subsidiaries.

7.8.     PAYMENT OF DEBT, TAXES AND OTHER OBLIGATIONS

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

7.9.     INSURANCE

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

7.10.    CLOSING INSTRUCTIONS

Indemnify and hold Lender harmless from and against any loss, including
reasonable attorneys' fees and costs, attributable to the failure of any title
insurance company, agent or attorney to


                                                                        Page 7-3

<PAGE>

comply with Borrower's disbursement or instruction letter relating to any
Mortgage Loan. Lender has the right to pre-approve Borrower's choice of title
insurance company, agent or attorney and Borrower's disbursement or instruction
letter to them in any case in which Borrower intends to obtain a Warehousing
Advance against the Mortgage Loan to be created at settlement or to pledge that
Mortgage Loan as Collateral under this Agreement. In any event, Borrower's
disbursement or instruction letter must include the following language:

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

7.11.    SUBORDINATION OF CERTAIN INDEBTEDNESS

Cause any indebtedness of Borrower to any member, manager or Affiliate or any
shareholder, director or officer of any manager, member or Affiliate of
Borrower, which indebtedness has a term of more than 1 year or is in excess of
$25,000, to be subordinated to the Obligations by the execution and delivery to
Lender of a Subordination of Debt Agreement, on the form prescribed by Lender,
certified by the corporate secretary of Borrower to be true and complete and in
full force and effect.

7.12.    OTHER LOAN OBLIGATIONS

Perform all material obligations under the terms of each loan agreement, note,
mortgage, security agreement or debt instrument by which Borrower is bound or to
which any of its property is subject, and promptly notify Lender in writing of a
declared default under or the termination, cancellation, reduction or nonrenewal
of any of its other lines of credit or agreements with any other lender. Exhibit
F is a true and complete list of all such lines of credit or agreements as of
the date of this Agreement. Borrower must give Lender at least 30 days Notice
before entering into any additional lines of credit or agreements. Notices to
Lender are for informational purposes only and Lender will not have the right to
approve any current or future lines of credit or agreements.

7.13.    ERISA

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


                                                                        Page 7-4

<PAGE>

7.14.    USE OF PROCEEDS OF WAREHOUSING ADVANCES

Use the proceeds of each Warehousing Advance solely for the purpose of funding
Eligible Loans or REO Properties and against the pledge of those Eligible Loans
and REO Properties as Collateral.

                                END OF ARTICLE 7


                                                                        Page 7-5

<PAGE>

8.       NEGATIVE COVENANTS

As long as the Warehousing Commitment is outstanding or there remain any
Obligations to be paid or performed, Borrower must not, either directly or
indirectly, without the prior written consent of Lender:

8.1.     CONTINGENT LIABILITIES

Assume, guarantee, endorse or otherwise become contingently liable for the
obligation of any Person except by endorsement of negotiable instruments for
deposit or collection in the ordinary course of business, and except for
obligations arising in connection with the sale of Mortgage Loans with recourse
in the ordinary course of Borrower's business.

8.2.     PLEDGE OF SERVICING CONTRACTS

Pledge or grant a security interest in any existing or future Servicing
Contracts of Borrower other than to Lender or omit to take any action required
to keep all of Borrower's Servicing Contracts in full force and effect.

8.3.     RESTRICTIONS ON FUNDAMENTAL CHANGES

8.3 (a)  Consolidate, merge or enter into any analogous reorganization or
         transaction with any Person.

8.3 (b)  Amend or otherwise modify Borrower's articles of organization or
         operating agreement in any way which will have an adverse impact on
         Lender.

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

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

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

8.3 (f)  Acquire by purchase or in any other transaction all or substantially
         all of the business or property of, or stock or other ownership
         interests of, any Person; provided, however, Borrower may purchase all
         or substantially all of the business or property of a Person whose
         primary business is directly related to mortgage banking if (1) the
         purchase price is no greater than $500,000, (2) the business or
         property is consolidated into the Borrower, and (3) Borrower gives at
         least five 5 Business Days advance written Notice of such purchase.

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


                                                                        Page 8-1

<PAGE>

8.4.     SUBSIDIARIES

Form or acquire, or permit any Subsidiary of Borrower to form or acquire, any
Person that would thereby become a Subsidiary.

8.5.     DEFERRAL OF SUBORDINATED DEBT

Pay any Subordinated Debt of Borrower in advance of its stated maturity or,
after a Default or Event of Default under this Agreement has occurred, make any
payment of any kind on any Subordinated Debt of Borrower until all of the
Obligations have been paid and performed in full and any applicable preference
period has expired.

8.6.     LOSS OF ELIGIBILITY

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

8.7.     ACCOUNTING CHANGES

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

8.8.     LEVERAGE RATIO

Permit Cresleigh LLC's Leverage Ratio at any time to exceed 20 to 1.

8.9.     MINIMUM TANGIBLE NET WORTH

Permit Cresleigh LLC's Tangible Net Worth at any time to be less than (i)
$6,250,000 through December 31, 2002, and (ii) after December 31, 2002 (adjusted
semi-annually thereafter), (a) $6,250,000 plus (b) 50% of Cresleigh LLC's net
income after taxes and distributions to members for tax purposes, if positive,
for the immediately preceding six-month period. Adjustments will occur on the
first Business Day after the end of each six-month period.

8.10.    CURRENT RATIO

Permit Cresleigh LLC's Current Ratio at any time to be less than 1 to 1.

8.11.    MINIMUM CASH AND CASH EQUIVALENTS

Permit Cresleigh LLC's Cash and Cash Equivalent at any time to be less than
$1,250,000.

8.12.    TRANSACTIONS WITH AFFILIATES

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


                                                                        Page 8-2

<PAGE>

8.13.    RECOURSE SERVICING CONTRACTS

Acquire or enter into Servicing Contracts under which Borrower must repurchase
or indemnify the holder of the Mortgage Loans as a result of defaults on the
Mortgage Loans at any time during the term of those Mortgage Loans.

8.14.    GESTATION AGREEMENTS

Directly or indirectly sell or finance a Mortgage Loan under any Gestation
Agreement if the Mortgage Loan is or was previously pledged to Lender as
Collateral under this Agreement if the aggregate amount of Warehousing Advances
outstanding is less than 60% of the Warehousing Commitment Amount.

                                END OF ARTICLE 8


                                                                        Page 8-3

<PAGE>

9.       SPECIAL REPRESENTATIONS, WARRANTIES AND COVENANTS CONCERNING COLLATERAL

9.1.     SPECIAL REPRESENTATIONS AND WARRANTIES CONCERNING ELIGIBILITY AS
         SELLER/SERVICER OF MORTGAGE LOANS

Cresleigh LLC represents and warrants to Lender, as of the date of this
Agreement and as of the date of each Warehousing Advance Request and the making
of each Warehousing Advance, that Cresleigh LLC is approved and qualified and in
good standing as a lender, seller/servicer or issuer, as set forth below, and
meets all requirements applicable to its status as:

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

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

9.2.     SPECIAL REPRESENTATIONS AND WARRANTIES CONCERNING WAREHOUSING
         COLLATERAL

Borrower represents and warrants to Lender, as of the date of this Agreement and
as of the date of each Warehousing Advance Request and the making of each
Warehousing Advance, that:

9.2 (a)  Borrower has not selected the Collateral in a manner so as to affect
         adversely Lender's interests.

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

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

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

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

9.2 (f)  Unless Third Party Originated Loans are permitted, each Pledged Loan
         has been closed or will be closed and funded with the Warehousing
         Advance made against it.


                                                                        Page 9-1

<PAGE>

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

9.2 (h)  Each First Mortgage is a first Lien on the premises described in that
         Mortgage.

9.2 (i)  Each Second Mortgage Loan is secured by a second Lien on the premises
         described in that Mortgage.

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

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

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

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

9.2 (n)  No default has existed for 60 days or more under any Mortgage Loan
         included in the Pledged Loans.

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

9.2 (p)  All fire and casualty policies covering the premises encumbered by each
         Mortgage included in the Pledged Loans (1) name and will continue to
         name Borrower and its successors and assigns as the insured under a
         standard mortgagee clause, (2) are and will continue to be in full
         force and effect and (3) afford and will continue to afford insurance
         against fire and such other risks as are usually insured against in the
         broad form of extended coverage insurance generally available.

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

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

9.2 (s)  Pledged Loans that are intended to be exchanged for Agency Securities
         comply or, prior to the issuance of the Agency Securities will comply,
         with the requirements of any


                                                                        Page 9-2

<PAGE>

         governmental instrumentality, department or agency issuing or
         guaranteeing the Agency Securities.

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

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

9.2 (v)  No Pledged Loan delivered to Lender is a Discontinued Loan.

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

9.3.     SPECIAL REPRESENTATIONS CONCERNING REO PROPERTIES

Borrower represents and warrants to Lender, as of the date of this Agreement and
as of the date of each Warehousing Advance Request for a Warehousing Advance
made against an REO Property and the making of each Warehousing Advance, that:

9.3 (a)  Borrower is the legal and equitable owner and holder, free and clear of
         all Liens (other than Liens granted hereunder and under the REO
         Mortgages) of the REO Property against which a Warehousing Advance is
         being or has been requested. All REO Mortgages have been fully
         authorized and validly executed and delivered by Borrower, and the REO
         Property against which a Warehousing Advance has been made have been
         and will continue to be subject to a Lien in favor of Lender, subject
         to no other Liens.

9.3 (b)  Each REO Mortgage is in full force and effect, is legal, valid and
         enforceable in accordance with its terms, and no default or event
         which, with notice or lapse of time or both, would become a default,
         exists under any such REO Mortgage.

9.4.     SPECIAL AFFIRMATIVE COVENANTS CONCERNING WAREHOUSING COLLATERAL

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

9.4 (a)  Warrant and defend the right, title and interest of Lender in and to
         the Collateral against the claims and demands of all Persons.

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


                                                                        Page 9-3

<PAGE>

9.4 (c)  Execute and deliver to Lender with respect to the Collateral those
         further instruments of sale, pledge, assignment or transfer, and those
         powers of attorney, as required by Lender, and do and perform all
         matters and things necessary or desirable to be done or observed, for
         the purpose of effectively creating, maintaining and preserving the
         security and benefits intended to be afforded Lender under this
         Agreement.

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

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

9.4 (f)  Prior to the origination by Borrower of any Mortgage Loans for sale to
         Fannie Mae, enter into an agreement among Borrower, Lender and Fannie
         Mae, pursuant to which Fannie Mae agrees to send all cash proceeds of
         Mortgage Loans sold by Borrower to Fannie Mae to the Cash Collateral
         Account.

9.4 (g)  Prior to the origination by Borrower of any Mortgage Loan to be
         registered on the MERS system, obtain the approval of Lender and enter
         into an Electronic Tracking Agreement.

9.5.     SPECIAL AFFIRMATIVE COVENANTS CONCERNING REO PROPERTIES

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

9.5 (a)  Record in the appropriate recording office to perfect a Lien on each
         REO Property against which a Warehousing Advance is outstanding on an
         REO Mortgage with respect to such REO Property, including the payment
         of all recording fees or taxes.

9.5 (b)  Immediately upon execution thereof, deliver to Lender a copy of any
         contract entered into by Borrower for the sale, transfer or other
         disposition of an REO Property against which a Warehousing Advance has
         been made.

9.5 (c)  Instruct the purchaser of any REO Property and the closing agent for
         any REO Property sale against which a Warehousing Advance has been made
         to wire transfer the purchase proceeds for the REO Property to the Cash
         Collateral Account.

9.6.     SPECIAL NEGATIVE COVENANTS CONCERNING WAREHOUSING COLLATERAL

As long as the Warehousing Commitment is outstanding or there remain any
Obligations to be paid or performed, Borrower must not, either directly or
indirectly, without the prior written consent of Lender:

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


                                                                        Page 9-4

<PAGE>

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

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

                                END OF ARTICLE 9


                                                                        Page 9-5

<PAGE>

10.      DEFAULTS; REMEDIES

10.1.    EVENTS OF DEFAULT

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

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

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

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

10.1 (d) Any representation or warranty made or deemed made by Borrower under
         this Agreement, in any other Loan Document or in any written statement
         or certificate at any time given by Borrower is inaccurate or
         incomplete in any material respect on the date as of which it is made
         or deemed made.

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

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

10.1 (g) A case (whether voluntary or involuntary) is filed by or against
         Borrower or any Subsidiary of Borrower under any applicable bankruptcy,
         insolvency or other similar federal or state law; or a court of
         competent jurisdiction appoints a receiver (interim or permanent),
         liquidator, sequestrator, trustee, custodian or other officer having
         similar powers over Borrower or any Subsidiary of Borrower, or over all
         or a substantial part of their respective properties or assets; or
         Borrower or any Subsidiary of Borrower (1) consents to the appointment
         of or possession by a receiver (interim or permanent), liquidator,
         sequestrator, trustee, custodian or other officer having similar powers
         over Borrower or any Subsidiary of Borrower , or over all or a
         substantial part of their respective properties or assets, (2) makes an
         assignment for the benefit of creditors, or (3) fails, or admits in
         writing its inability, to pay its debts as those debts become due.


                                                                       Page 10-1

<PAGE>

10.1 (h) Borrower fails to perform any contractual obligation to repurchase
         Mortgage Loans, if such obligations in the aggregate exceed $500,000.

10.1 (i) Any money judgment, writ or warrant of attachment or similar process
         involving in an amount in excess of $250,000 is entered or filed
         against Borrower or any of its Subsidiaries or any of their respective
         assets and remains undischarged, unvacated, unbonded or unstayed for a
         period of 30 days or 5 days before the date of any proposed sale under
         that money judgment, writ or warrant of attachment or similar process.

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

10.1 (k) Borrower purports to disavow the Obligations or contests the validity
         or enforceability of any Loan Document.

10.1 (l) Lender's security interest on any portion of the Collateral becomes
         unenforceable or otherwise impaired.

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

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

10.1 (o) Steven Alonso ceases to be the Chief Executive Officer of Cresleigh LLC
         unless a substitute reasonably acceptable to Lender has been elected
         within 90 days thereafter; or

10.1 (p) Steve Alonso ceases to be the manager of Borrower.

10.1 (q) Steven Alonso ceases to be the Managing Member of Cresleigh LLC unless
         a substitute reasonably acceptable to Lender has been elected within 90
         days thereafter; or

10.1 (r) Craig Royal ceases to be the Chief Financial Officer of Cresleigh LLC
         unless a substitute reasonably acceptable to Lender has been elected
         within 90 days thereafter; or

10.1 (s) John F. Havens, Ellen Havens Hardyman, a Havens family trust, Steven
         Alonso and the Sotseks Corp. or any heirs of the foregoing who are
         individuals, collectively, cease to own, directly or indirectly, a
         majority of the Equity Interests of Borrower.

10.2.    REMEDIES

10.2 (a) If an Event of Default described in Section 10.1 (g) occurs with
         respect to Borrower, the Warehousing Commitment will automatically
         terminate and the unpaid principal amount of and accrued interest on
         the Warehousing Note, the Sublimit Note and all other Obligations will
         automatically become due and payable, without presentment, demand or
         other Notice or requirements of any kind, all of which Borrower
         expressly waives.

10.2 (b) If any other Event of Default occurs, Lender may, by Notice to
         Borrower, terminate the Warehousing Commitment and declare the
         Obligations to be immediately due and payable.


                                                                       Page 10-2

<PAGE>

10.2 (c)  If any Event of Default occurs, Lender may also take any of the
         following actions:

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

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

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

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

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

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

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

         (8)      Exercise all rights and remedies of a secured creditor under
                  the Uniform Commercial Code of Minnesota or other applicable
                  law, including selling or otherwise disposing of all or any
                  portion of the Collateral at one or more public or private
                  sales, whether or not the Collateral is present at the place
                  of sale, for cash or credit or future delivery, on terms and
                  conditions and in the manner as Lender may determine,
                  including sale under any applicable Purchase Commitment.
                  Borrower waives any right it may have to prior notice of the
                  sale of all or any portion of the Collateral to the extent
                  allowed by applicable law. If notice is required under
                  applicable law, Lender will give Borrower not less than 10
                  days' notice of any public sale or of the date after which any
                  private sale may be held. Borrower agrees that 10 days' notice
                  is reasonable notice. Lender may, without notice or
                  publication, adjourn any public or private sale one or more
                  times by announcement at the time and place fixed for the
                  sale, and the sale may be held at any time or place announced
                  at the adjournment. In the case of a sale of all or any
                  portion of the Collateral on credit or for future delivery,
                  the Collateral sold on those terms may be retained by Lender
                  until the purchaser pays the


                                                                       Page 10-3

<PAGE>

                  selling price or takes possession of the Collateral. Lender
                  has no liability to Borrower if a purchaser fails to pay for
                  or take possession of Collateral sold on those terms, and in
                  the case of any such failure, Lender may sell the Collateral
                  again upon notice complying with this Section.

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

         (10)     Proceed against Borrower on the Warehousing Note and the
                  Sublimit Note.

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

10.2 (d) Lender will incur no liability as a result of the commercially
         reasonable sale or other disposition of all or any portion of the
         Collateral at any public or private sale or other disposition. Borrower
         waives (to the extent permitted by law) any claims it may have against
         Lender arising by reason of the fact that the price at which the
         Collateral may have been sold at a private sale was less than the price
         that Lender might have obtained at a public sale, or was less than the
         aggregate amount of the outstanding Warehousing Advances, accrued and
         unpaid interest on those Warehousing Advances, and unpaid fees, even if
         Lender accepts the first offer received and does not offer the
         Collateral to more than one offeree. Borrower agrees that any sale of
         Collateral under the terms of a Purchase Commitment, or any other
         disposition of Collateral arranged by Borrower, whether before or after
         the occurrence of an Event of Default, will be deemed to have been made
         in a commercially reasonable manner.

10.2 (e) Borrower acknowledges that Mortgage Loans are collateral of a type that
         is the subject of widely distributed standard price quotations and that
         Mortgage-backed Securities are collateral of a type that is customarily
         sold on a recognized market. Borrower waives any right it may have to
         prior notice of the sale of Pledged Securities, and agrees that Lender
         may purchase Pledged Loans and Pledged Securities at a private sale of
         such Collateral.

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

10.2 (g) Lender may, but is not obligated to, advance any sums or do any act or
         thing necessary to uphold or enforce the Lien and priority of, or the
         security intended to be afforded by, any Mortgage or Security Agreement
         included in the Collateral, including payment of delinquent taxes or
         assessments and insurance premiums. All advances, charges, costs and
         expenses, including reasonable attorneys' fees and disbursements,
         incurred or paid by Lender in exercising any right, power or remedy
         conferred by this Agreement, or in the enforcement of this Agreement,
         together with interest on those amounts at the Default Rate, from the
         time paid by Lender until repaid by Borrower, are deemed to be


                                                                       Page 10-4
<PAGE>

         principal outstanding under this Agreement, the Warehousing Note and
         the Sublimit Note.

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

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

10.3.    APPLICATION OF PROCEEDS

Lender may apply the proceeds of any sale, disposition or other enforcement of
Lender's Lien on all or any portion of the Collateral to the payment of the
Obligations in the order Lender determines in its sole discretion. From and
after the indefeasible payment to Lender of all of the Obligations, any
remaining proceeds of the Collateral will be paid to Borrower, or to its
successors or assigns, or as a court of competent jurisdiction may direct. If
the proceeds of any sale, disposition or other enforcement of the Collateral are
insufficient to cover the costs and expenses of that sale, disposition or other
enforcement and payment in full of all Obligations, Borrower is liable for the
deficiency.

10.4.    LENDER APPOINTED ATTORNEY-IN-FACT

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


                                                                       Page 10-5
<PAGE>

10.5.    RIGHT OF SET-OFF

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

                                END OF ARTICLE 10


                                                                      Page  10-6
<PAGE>

11.      MISCELLANEOUS

11.1.    NOTICES

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

         If to Borrower:                  Cresleigh Financial Services LLC
                                          Cresleigh Bancorp of Tennessee LLC
                                          Cresleigh Financial Services, Inc.
                                          11595 North Meridian Street
                                          Suite 400
                                          Carmel, IN  46032
                                          Attention: Craig Royal, CFO
                                          Facsimile: (317) 805-3164

         If to Lender:                    Residential Funding Corporation
                                          440 Sawgrass Corp. Parkway, Suite 204
                                          Sunrise, FL  33325
                                          Attention: Robin Swanson, Director
                                          Facsimile: (954) 846-8352

All periods of Notice will be measured from the date of delivery if delivered
manually or by facsimile, from the first Business Day after the date of sending
if sent by overnight courier or from 4 days after the date of mailing if sent by
United States mail, except that Notices to Lender under Article 2 and Section
3.3 (f) shall be deemed to have been given only when actually received by
Lender. Borrower authorizes Lender to accept Borrower's bailee pledge
agreements, Warehousing Advance Requests, shipping requests, wire transfer
instructions and security delivery instructions transmitted to Lender by
facsimile or RFConnects Delivery, and those documents, when transmitted to
Lender by facsimile or by RFConnects Delivery, have the same force and effect as
the originals.

11.2.    REIMBURSEMENT OF EXPENSES; INDEMNITY

Borrower must: (a) pay Lender a document production fee in connection with the
preparation and negotiation of this Agreement; (b) pay such additional
documentation production fees as Lender may require and all out-of-pocket costs
and expenses of Lender, including reasonable fees, service charges and
disbursements of counsel to Lender (including allocated costs of internal
counsel), in connection with the amendment, enforcement and administration of
this Agreement, the Warehousing Note, the Sublimit Note and other Loan Documents
and the making, repayment and payment of interest on the Warehousing Advances;
(c) indemnify, pay, and hold harmless Lender and any other holder of the
Warehousing Note and the Sublimit Note from and against, all present and future
stamp, documentary and other similar taxes with respect to the foregoing matters
and save Lender and any other holder of the Warehousing Note and the Sublimit
Note harmless from and against all liabilities with respect to or resulting from
any delay or omission to pay such taxes; and (d) indemnify, pay and hold
harmless Lender and all of its Affiliates, officers, directors, employees or
agents and any subsequent holder of the Warehousing Note and the Sublimit Note
(collectively called the "Indemnitees") from and against all liabilities,
obligations, losses, damages, penalties, judgments, suits, costs, expenses and
disbursements of every kind

                                                                       Page 11-1
<PAGE>

or nature (including the reasonable fees and disbursements of counsel to the
Indemnitees (including allocated costs of internal counsel) in connection with
any investigative, administrative or judicial proceeding, whether or not the
Indemnitees have been designated as parties to such proceeding) that may be
imposed upon, incurred by or asserted against such Indemnitees in any manner
relating to or arising out of this Agreement, the Warehousing Note, the Sublimit
Note or any other Loan Document or any of the transactions contemplated by this
Agreement, the Warehousing Note, the Sublimit Note and the other Loan Documents
("Indemnified Liabilities"), except that Borrower has no obligation under this
Agreement with respect to Indemnified Liabilities arising from the gross
negligence or willful misconduct of any such Indemnitees. To the extent that the
undertaking to indemnify, pay and hold harmless as set forth in the preceding
sentence may be unenforceable because it is violative of any law or public
policy, Borrower must contribute the maximum portion that it is permitted to pay
and satisfy under applicable law to the payment and satisfaction of all
Indemnified Liabilities incurred by the Indemnitees or any of them. The
agreement of Borrower contained in this Article survives the expiration or
termination of this Agreement and the payment in full of the Warehousing Note
and the Sublimit Note. Attorneys' fees and disbursements incurred in enforcing,
or on appeal from, a judgment under this Agreement are recoverable separately
from and in addition to any other amount included in such judgment, and this
clause is intended to be severable from the other provisions of this Agreement
and to survive and not be merged into such judgment.

11.3.    FINANCIAL INFORMATION

All financial statements and reports furnished to Lender under this Agreement
must be prepared in accordance with GAAP (except for the implementation of FASB
91) applied on a basis consistent with that applied in preparing the financial
statements as at the end of and for Borrower's most recent fiscal year (except
to the extent otherwise required to conform to good accounting practice). Lender
acknowledges and consents to the fact that Borrower has not and does not intend
to implement FASB 91 for its own account; notwithstanding, Borrower must report
to Lender, as a line item within the financial statements and compliance
certificate due each month under Section 7.2, an adjustment to reflect the
impact that FASB 91 would have on such financial statements.

11.4.    TERMS BINDING UPON SUCCESSORS; SURVIVAL OF REPRESENTATIONS

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

11.5.    ASSIGNMENT

Borrower cannot assign this Agreement. Lender may at any time, without Notice to
or the consent of Borrower, transfer or assign, in whole or in part, its
interest in this Agreement, the Warehousing Note and the Sublimit Note along
with Lender's security interest in any of the Collateral, and any assignee of
Lender may enforce this Agreement, the Warehousing Note, the Sublimit Note and
its security interest in the Collateral assigned.


                                                                       Page 11-2
<PAGE>

11.6.    AMENDMENTS

Except as otherwise provided in this Agreement, this Agreement may not be
amended, modified or supplemented unless the amendment, modification or
supplement is set forth in a writing signed by both Borrower and Lender.

11.7.    GOVERNING LAW

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

11.8.    PARTICIPATIONS

Lender may at any time sell, assign or grant participations in, or otherwise
transfer to any other Person ("Participant"), all or part of the Obligations.
Without limiting Lender's exclusive right to collect and enforce the
Obligations, Borrower agrees that each participation will give rise to a
debtor-creditor relationship between Borrower and the Participant, and Borrower
authorizes each Participant, upon the occurrence of an Event of Default, to
proceed directly by right of setoff, banker's lien, or otherwise, against any
assets of Borrower that may be held by that Participant. Borrower authorizes
Lender to disclose to prospective and actual Participants all information in
Lender's possession concerning Borrower, this Agreement and the Collateral.

11.9.    RELATIONSHIP OF THE PARTIES

This Agreement provides for the making and repayment of Warehousing Advances by
Lender (in its capacity as a lender) and Borrower (in its capacity as a
borrower), for the payment of interest on those Warehousing Advances and for the
payment of certain fees by Borrower to Lender. The relationship between Lender
and Borrower is limited to that of creditor and secured party on the part of
Lender and of debtor on the part of Borrower. The provisions of this Agreement
and the other Loan Documents for compliance with financial covenants and the
delivery of financial statements and other operating reports are intended solely
for the benefit of Lender to protect its interest as a creditor and secured
party. Nothing in this Agreement creates or may be construed as permitting or
obligating Lender to act as a financial or business advisor or consultant to
Borrower, as permitting or obligating Lender to control Borrower or to conduct
Borrower's operations, as creating any fiduciary obligation on the part of
Lender to Borrower, or as creating any joint venture, agency, partnership or
other relationship between Lender and Borrower other than as explicitly and
specifically stated in the Loan Documents. Borrower acknowledges that it has had
the opportunity to obtain the advice of experienced counsel of its own choice in
connection with the negotiation and execution of the Loan Documents and to
obtain the advice of that counsel with respect to all matters contained in the
Loan Documents, including the waivers of jury trial and of punitive,
consequential, special or indirect damages contained in Sections 11.15 and
11.16, respectively. Borrower further acknowledges that it is experienced with
respect to financial and credit matters and has made its own independent
decisions to apply to Lender for credit and to execute and deliver this
Agreement.

11.10.   SEVERABILITY

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


                                                                       Page 11-3
<PAGE>

11.11.   CONSENT TO CREDIT REFERENCES

Borrower consents to the disclosure of information regarding Borrower and its
Subsidiaries and their relationships with Lender to Persons making credit
inquiries to Lender. This consent is revocable by Borrower at any time upon
Notice to Lender as provided in Section 11.1.

11.12.   COUNTERPARTS

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

11.13.   ENTIRE AGREEMENT

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

11.14.   CONSENT TO JURISDICTION

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

11.15.   WAIVER OF JURY TRIAL

BORROWER AND LENDER EACH PROMISES AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY
ISSUE TRIABLE OF RIGHT BY A JURY, AND FULLY WAIVES ANY RIGHT TO TRIAL BY JURY TO
THE EXTENT THAT ANY SUCH RIGHT NOW EXISTS OR ARISES AFTER THE DATE OF THIS
AGREEMENT. THIS WAIVER OF THE RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN,
KNOWINGLY AND VOLUNTARILY, BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS
EACH INSTANCE AND EACH ISSUE FOR WHICH THE RIGHT TO TRIAL BY JURY WOULD
OTHERWISE APPLY. LENDER AND BORROWER ARE EACH AUTHORIZED AND DIRECTED TO SUBMIT
THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE
PARTIES TO THIS


                                                                       Page 11-4
<PAGE>

AGREEMENT AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF THE RIGHT TO TRIAL BY JURY.
FURTHER, BORROWER AND LENDER EACH CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF
THE OTHER PARTY, INCLUDING THE OTHER PARTY'S COUNSEL, HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, TO ANY OF ITS REPRESENTATIVES OR AGENTS THAT THE OTHER PARTY WILL
NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.

11.16.   WAIVER OF PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES

BORROWER WAIVES ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL
OR INDIRECT DAMAGES FROM LENDER OR ANY OF LENDER'S AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES OR AGENTS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN
ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY BORROWER AGAINST LENDER
OR ANY OF LENDER'S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WITH
RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT. THIS WAIVER OF THE RIGHT TO SEEK PUNITIVE, CONSEQUENTIAL,
SPECIAL OR INDIRECT DAMAGES IS KNOWINGLY AND VOLUNTARILY GIVEN BY BORROWER, AND
IS INTENDED TO ENCOMPASS EACH INSTANCE AND EACH ISSUE FOR WHICH THE RIGHT TO
SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES WOULD OTHERWISE APPLY.
LENDER IS AUTHORIZED AND DIRECTED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING
JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES TO THIS AGREEMENT AS
CONCLUSIVE EVIDENCE OF THIS WAIVER OF THE RIGHT TO SEEK PUNITIVE, CONSEQUENTIAL,
SPECIAL OR INDIRECT DAMAGES.

                                END OF ARTICLE 11


                                                                       Page 11-5
<PAGE>

12.      DEFINITIONS

12.1.    DEFINED TERMS

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

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

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

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

"Aged Warehouse Period" means the maximum number of days a Warehouse Advance
against Aged Mortgage Loans of a particular type may remaining outstanding.

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

"Agreement" means this First Amended and Restated Warehousing Credit and
Security Agreement, either as originally executed or as it may be amended,
restated, renewed or replaced.

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

"Approved Custodian" means a pool custodian or other Person that Lender deems
acceptable, in its sole discretion, to hold Mortgage Loans for inclusion in a
Mortgage Pool or to hold Mortgage Loans as agent for an Investor that has issued
a Purchase Commitment for those Mortgage Loans.

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

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

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


                                                                       Page 12-1
<PAGE>

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

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

"BPO Value" means, with respect to the improved real property securing any
Mortgage Loan, the lowest fair market value for such real property or ownership
interest and occupancy rights as set forth in an opinion of a real estate broker
acceptable to Lender, in its sole discretion, as to the value of such improved
real property if sold within a 60-day marketing period. Each such broker price
opinion must be obtained from a real estate broker with substantial experience
in the purchase and sale of similar properties in the geographic area in which
the real property or ownership interest and occupancy rights to be valued is
located and should be as of a date not more than 30 days prior to the date of
the related Advance.

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

"Buydown" has the meaning set forth in Section 3.4.

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

"Cash and Cash Equivalent" means the following assets owned by a Person as of
any date of determination: (a) unrestricted and unencumbered cash, (b) funds on
deposit in any bank located in the United States, (c) investment grade
commercial paper, (d) money market funds, (e) the amount of any Buydowns then
available to be reborrowed by Borrower or (f) high grade marketable securities
with a maturity of 270 days or less, in all cases that qualify as "cash or cash
equivalent" on a balance sheet of such Person in accordance with GAAP.

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

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

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

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

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


                                                                       Page 12-2
<PAGE>

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

"Compliance Certificate" means a certificate executed on behalf of Borrower by
its manager having principal financial accounting responsibilities,
substantially in the form of Exhibit E.

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

"Current Assets" means a Person's (and, if applicable, the Person's
Subsidiaries, on a consolidated basis) assets that in the regular course of
business will be readily and quickly realized, or converted into cash, all in
accordance with GAAP, within 1 year, together with those additional assets that
may readily be converted into cash without impairing the business of Borrower.
Current Assets include (a) cash, (b) temporary investments, (c) Mortgage Loans
and Mortgage-backed Securities held for sale (net of any loan loss reserves),
(d) accounts and accrued interest receivable (net of allowance for doubtful
accounts) and (e) servicing advances made on behalf of mortgagors, but exclude
(x) loans and advances to or receivables due from managers, members, employees
or Affiliates, (y) all deferred assets, other than prepaid items for insurance,
taxes and rents and (z) any properties or assets located outside the continental
United States and Canada.

"Current Liabilities" means a Person's (and, if applicable, the Person's
Subsidiaries, on a consolidated basis) liabilities, or any portion of a Person's
liabilities, the maturity of which will not extend beyond 1 year from the date
of determination.

"Current Ratio" means the ratio of a Person's Current Assets to Current
Liabilities.

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

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

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

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


                                                                       Page 12-3
<PAGE>

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

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

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

"Earnings Allowance " has the meaning set forth in Section 3.1(b).

"Earnings Credit " has the meaning set forth in Section 3.1(b).

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

"Electronic Tracking Agreement" means an Electronic Tracking Agreement, on the
form prescribed by Lender, among Borrower, Lender, MERS and MERCORP, Inc.,
pursuant to which Lender will have the authority to, among other things,
withdraw a Mortgage from the MERS system, if either the Mortgage Loan has been
registered on the MERS system naming Borrower as servicer or subservicer, or the
Mortgage Loan has not yet been registered on the MERS system.

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

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

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

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

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

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

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


                                                                       Page 12-4
<PAGE>

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

"Exhibit B" means Exhibit B-SF or Exhibit B-REP/NP/REO, as applicable to the
type of Eligible Loan or REO Property against which a Warehousing Advance is to
be made.

"Existing Agreement" means the Warehousing Credit and Security Agreement dated
as of June 30, 2000, as amended, between Cresleigh Financial Services LLC and
Lender.

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

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

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

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

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

"First Mortgage" means a Mortgage that constitutes a first Lien on the real
property covered by the Mortgage.

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

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

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

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

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

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


                                                                       Page 12-5
<PAGE>

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

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

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

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

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

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

"Indemnified Liabilities" has the meaning set forth in Section 11.2.

"Indemnitees" has the meaning set forth in Section 11.2.

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

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

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

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

"Investor" means Fannie Mae, Freddie Mac or a financially responsible private
institution that Lender deems acceptable, in its sole discretion, to issue
Purchase Commitments with respect to a particular category of Eligible Loans.

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

"Leverage Ratio" means the ratio of a Person's (and, if applicable, the Person's
Subsidiaries, on a consolidated basis) Debt to Tangible Net Worth. For purposes
of calculating a Person's Leverage Ratio, Debt arising under Hedging
Arrangements, to the extent of assets arising under those Hedging Arrangements,
may be excluded from a Person's Debt.

"LIBOR" means, for each week, the rate of interest per annum that is equal to
the arithmetic mean of the U.S. Dollar London Interbank Offered Rates for 1
month periods of certain U.S. banks as of 11:00 a.m. (London time) on the first
Business Day of each week on which the London Interbank market is open, as
published by Bloomberg L.P. If those interest rates are not


                                                                       Page 12-6
<PAGE>

offered or published for any period, then during that period LIBOR means the
London Interbank Offered Rate for 1 month periods as published in The Wall
Street Journal in its regular column entitled "Money Rates" on the first
Business Day of each week on which the London Interbank market is open.

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

"Loan Documents" means this Agreement, the Warehousing Note, the Sublimit Note,
any agreement of Borrower relating to Subordinated Debt, any Security Agreement,
if applicable, and each other document, instrument or agreement executed by
Borrower in connection with any of those documents, instruments and agreements,
as originally executed or as any of the same may be amended, restated, renewed
or replaced.

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

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

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

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

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

"Miscellaneous Fees and Charges" means the miscellaneous fees set forth on
Lender's collateral operations fees schedule (either as originally delivered to
Borrower or as it may be amended, restated, renewed or replaced after the date
of this Agreement) and all miscellaneous disbursements, charges and expenses
incurred by or on behalf of Lender for the handling and administration of
Warehousing Advances and Collateral, including costs for Uniform Commercial
Code, tax lien and judgment searches conducted by Lender, filing fees, charges
for wire transfers and check processing charges, charges for security delivery
fees, charges for overnight delivery of Collateral to Investors, recording fees
for REO Mortgages, Funding Bank service fees and overdraft charges and
Designated Bank Charges.

"Mortgage" means a mortgage or deed of trust on real property that is improved
and substantially completed (including real property to which a Manufactured
Home has been affixed in a manner such that the Lien of a mortgage or deed of
trust would attach to the Manufactured Home under applicable real property law).

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

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

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


                                                                       Page 12-7
<PAGE>

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

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

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

"Non-Usage Fee" has the meaning set forth in Section 3.6.

"Notices" has the meaning set forth in Section 11.1.

"Obligations" means all indebtedness, obligations and liabilities of Borrower to
Lender and Lender's Subsidiaries (whether now existing or arising after the date
of this Agreement, voluntary or involuntary, joint or several, direct or
indirect, absolute or contingent, liquidated or unliquidated, or decreased or
extinguished and later increased and however created or incurred), including
Borrower's obligations and liabilities to Lender under the Loan Documents and
disbursements made by Lender for Borrower's account.

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

"Overdraft Advance" has the meaning set forth in Section 3.9.

"Participant" has the meaning set forth in Section 11.8.

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

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

"Pledged Assets" means, collectively, Pledged Loans, Pledged Securities, and REO
Properties.

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

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

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

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

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


                                                                       Page 12-8
<PAGE>

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

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

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

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

"REO Mortgage" means a First Mortgage in form and substance approved by Lender
covering an REO Property which has been executed and delivered by Borrower for
the benefit of Lender.

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

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

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

"RFConnects Delivery" means Lender's proprietary service to support the
electronic exchange of information between Lender and Borrower, including
Advance Requests, shipping requests, payoff requests, activity reports and
exception reports.

"RFConnects Pledge Agreement" means an agreement (on the then current form
prescribed by Lender) granting Lender a security interest in Mortgage Loans for
which Borrower has requested Warehousing Advances using RFConnects Delivery.

"Second Mortgage" means a Mortgage that constitutes a second Lien on the
property covered by the Mortgage.

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

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

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

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

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

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

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


                                                                       Page 12-9
<PAGE>

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

"Sublimit Note" has the meaning set forth in Section 1.3.

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

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

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

"Tangible Net Worth" means the excess of a Person's (and, if applicable, the
Person's Subsidiaries, on a consolidated basis) total assets over total
liabilities as of the date of determination, each determined in accordance with
GAAP, except for implementation of FASB 91, applied in a manner consistent with
the most recent audited financial statements delivered to Lender under the
Existing Agreement, plus that portion of Subordinated Debt not due within 1 year
of that date. For purposes of calculating a Person's Tangible Net Worth,
advances or loans to managers, members, employees or Affiliates investments in
Affiliates, assets pledged to secure any liabilities not included in the Debt of
the Person, intangible assets, those other assets that would be deemed by HUD to
be non-acceptable in calculating adjusted net worth in accordance with its
requirements in effect as of that date, as those requirements appear
"Consolidated Audit Guide for Audits of HUD Programs," and other assets Lender
deems unacceptable, in its sole discretion, must be excluded from a Person's
total assets.

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

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

"Unused Portion" has the meaning set forth in Section 3.6.

"Used Portion" has the meaning set forth in Section 3.6.

"Warehousing Advance" means a disbursement by Lender to fund the origination or
acquisition of a Mortgage Loan.

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

"Warehousing Collateral Value" means, as of any date of determination, (a) with
respect to any Eligible Loan or REO Property, the lesser of (1) the amount of
any Warehousing Advance made, or that could be made, against such Eligible Loan
or REO Property under Exhibit H or (2) an amount equal to the Advance Rate for
the applicable type of Eligible Loan or REO Property multiplied by the Fair
Market Value of such Eligible Loan or REO Property; (b) if Eligible Loans or


                                                                      Page 12-10
<PAGE>

REO Properties have been exchanged for Agency Securities, the lesser of (1) the
amount of any Warehousing Advances outstanding against the Eligible Loans or REO
Properties backing the Agency Securities or (2) an amount equal to the Advance
Rates for the applicable types of Eligible Loans backing the Agency Securities
multiplied by the Fair Market Value of the Agency Securities; and (c) with
respect to cash, the amount of the cash.

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

"Warehousing Commitment Amount" means $125,000,000.

"Warehousing Commitment Fee" has the meaning set forth in Section 3.5.

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

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

"Warehousing Note" has the meaning set forth in Section 1.3.

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

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

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

12.2.    OTHER DEFINITIONAL PROVISIONS; TERMS OF CONSTRUCTION

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

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

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

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

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

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

12.2(g)  All incorporations by reference of provisions from other agreements are
         incorporated as if such provisions were fully set forth into this
         Agreement, and include all necessary definitions and related provisions
         from those other agreements. All provisions from other agreements
         incorporated into this Agreement by reference survive any termination
         of those other agreements until the Obligations of Borrower under this
         Agreement, the


                                                                      Page 12-11
<PAGE>

         Warehousing Note and the Sublimit Note are irrevocably paid in full and
         the Warehousing Commitment is terminated.

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

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

                                END OF ARTICLE 12


                                                                      Page 12-12
<PAGE>

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

                            CRESLEIGH FINANCIAL SERVICES LLC,
                            a Delaware limited liability company

                            By:   /s/ Craig L. Royal
                               --------------------------------------

                            Its: Chief Financial Officer


                            CRESLEIGH BANCORP OF TENNESSEE LLC,
                            a Tennessee limited liability company

                            By:  /s/ Craig L. Royal
                               ------------------------------------

                            Its: Chief Financial Officer


                            CRESLEIGH FINANCIAL SERVICES, INC.,
                            a Delaware corporation

                            By:  /s/ Craig L. Royal
                               ------------------------------------

                            Its: Chief Financial Officer


                            RESIDENTIAL FUNDING CORPORATION,
                            A Delaware corporation

                            By:  /s/ Robin Swanson
                               ------------------------------------

                            Its: Director


                                       13
<PAGE>
\
                                                                   EXHIBIT A-REO

                       REQUEST FOR ADVANCE (REO MORTGAGE)

                      CRESLEIGH FINANCIAL SERVICES LLC [ ]

                     CRESLEIGH BANCORP OF TENNESSEE LLC [ ]

                     CRESLEIGH FINANCIAL SERVICES, INC. [ ]

<TABLE>
<S>                     <C>                                        <C>                      <C>
Loan Number:            ____________________________________       Reviewed By:             ___________________________________
REO Property  Address:  ____________________________________       Warehouse Date:          ___________________________________
                        ____________________________________       Effective Date:          ___________________________________
                        ____________________________________       Requested Warehouse
                                                                   Advance Amount:          ___________________________________
Zip Code:               ____________________________________

</TABLE>

                              FUNDING INSTRUCTIONS
<TABLE>
<S>                                                                <C>
[ ] Wire Funding

     Account to Debit:______________________________________       Date of Wire:________________________________________

     Credit Acct. Name:_____________________________________       Amount of Wire:______________________________________

     Bank Name:_____________________________________________       Credit Acct. No.:____________________________________

     City and State_________________________________________       ABA No.:_____________________________________________

     Ref: __________________________________________________       Advise: _____________________________________________
</TABLE>

                             REQUIRED DOCUMENTATION

The following documents in connection with the above request are enclosed:

RIGHT

[ ]      Original recorded or certified copy of REO Mortgage in favor of Lender,
together with recording information
or            recording instructions (REO Advance only)

LEFT

[ ]    Request for Advance (original and 1 copy)
[ ]    Deed or Foreclosure Certificate
[ ]    Original Appraisal
[ ]    Original ALTA Mortgagee's Policy of Title Insurance or Equivalent
[ ]    Updated Title Report
[ ]    Proof of Tax Payments
[ ]    Proof of Hazard Insurance
[ ]    Copies of Checks for recording fees and registration taxes
[ ]    Proposed disposition plan for REO Property


                                       14
<PAGE>

[ ]    Mortgage Insurance Coverage (if applicable)


                                       15
<PAGE>

For the new value this day received, each of CRESLEIGH FINANCIAL SERVICES LLC,
CRESLEIGH BANCORP OF TENNESSEE LLC and CRESLEIGH FINANCIAL SERVICES, INC., as
applicable ("Borrower"), grants a security interest to RESIDENTIAL FUNDING
CORPORATION ("Lender") in all of Borrower's right, title and interest in and to
the Mortgage Loan described above, together with all related "Collateral," as
more particularly described in the First Amended and Restated Warehousing Credit
and Security Agreement (as amended, supplemented or otherwise modified) between
Borrower and Lender.

Cresleigh Financial Services LLC

Cresleigh Bancorp of Tennessee LLC

Cresleigh Financial Services, Inc.

Authorized Signature:__________________________________________


                                       16
<PAGE>

                                                                    EXHIBIT A-SF

                               REQUEST FOR ADVANCE

                      CRESLEIGH FINANCIAL SERVICES LLC [ ]

                     CRESLEIGH BANCORP OF TENNESSEE LLC [ ]

                     CRESLEIGH FINANCIAL SERVICES, INC. [ ]
<TABLE>
<S>             <C>                                        <C>               <C>
Loan Number:    ______________________________________     Reviewed By:      _____________________________________
                                                           Warehouse
Mortgagor:      ______________________________________     Date:             _____________________________________
Address:        ______________________________________     Effective
                ______________________________________     Date:             _____________________________________
Zip Code:       ______________________________________

Status:
                [ ]  Committed            [ ]  RFC         Loan Type:        [ ] Prime           [ ] FHA   [ ]  VA
                [ ]  Uncommitted                                             [ ] Subprime/Grade _____
                [ ]  Wet Settlement       [ ] Received                       [ ] Nonperforming
                [ ]  Repurchased                                             [ ] High LTV  [ ] First  [ ] Second
                [ ]  Open-end Second
                [ ]  Closed-end Second
                [ ]  MERS
                                                           Term:             [ ] Fixed ______ Term
                                                                             [ ] ARM ______ Adjustment Period
                                                                             [ ] Balloon ______ Term
</TABLE>

<TABLE>
<S>                                                          <C>
Mortgage Note Amount:_________________________________       Interest Rate:_________________________________________

Mortgage Note Date:___________________________________       Requested Warehouse
                                                             Advance Amount:________________________________________

Investor:_____________________________________________       Title Company:_________________________________________

Investor Contact:_____________________________________       Title Company Contact:_________________________________

Investor Phone:_______________________________________       Title Company Phone:___________________________________

Committed Purchase Price:_____________________________       Expiration Date:_______________________________________

Purchase Commitment No.:______________________________       Acquisition Cost (if applicable):______________________
</TABLE>

                              FUNDING INSTRUCTIONS

[ ] Wire Funding


                                       17
<PAGE>

<TABLE>
<S>                                                             <C>
         Account to Debit:____________________________________          Date of Wire:______________________________________

                                                                        Amount of Wire:____________________________________
         Credit Acct. Name:___________________________________

         Bank Name:___________________________________________          Credit Acct. No.:__________________________________

         City and State: _____________________________________          ABA No.:___________________________________________
         Ref: ________________________________________________          Advise: ___________________   Phone: ______________

[ ] Check Funding
         Check No.:____________________________________________  Amount:____________________________________________
</TABLE>



                                       18
<PAGE>

                             REQUIRED DOCUMENTATION

The following documents in connection with the above request are enclosed:

RIGHT

[ ]      Original and 1 copy of Mortgage Note
[ ]      Certified copy of Mortgage
[ ]      Original or certified copy of recorded Mortgage (Repurchased Mortgage
         Loan and Nonperforming Mortgage Loan)
[ ]      Original ALTA Mortgagee's Policy of Title Insurance or equivalent
         (Repurchased Mortgage Loan and a Nonperforming Mortgage Loan)
[ ]      *Copy of Investor Purchase Commitment (or satisfactory evidence
         thereof)
[ ]      *Copy of HUD-1 Settlement Statement or equivalent with evidence of
         initial Advance amount (open-end Second Mortgage Loans)
[ ]      *Copy of AssetWise Certificate (Required for High LTV Mortgage Loans)
[ ]      *Copy of Borrower's closing instructions to escrow/title company (table
         funded Mortgage Loans only)

LEFT

[ ]      *Request for Advance (original and 1 copy)
[ ]      Recordable assignment of Mortgage (not required for Mortgage Loans
         registered on the MERS system after delivery of an Electronic Tracking
         Agreement, if approved by Lender)
[ ]      Certified copies of interim assignments of Mortgage (if applicable)
[ ]      *Investor repurchase demand letter (Repurchased Mortgage Loans only)
[ ]      *Summary of Mortgage Loan documentation or Investor problems, expected
         cure period and current payment history (Repurchased Mortgage Loans
         only)
[ ]      *Broker price opinion or Appraisal (Repurchased Mortgage Loans and
         Nonperforming Mortgage loans)

NOTE:    Items designated with the "*" are required prior to a Wet Settlement
         Advance.

For the new value this day received, each of Cresleigh Financial Services LLC,
Cresleigh Bancorp of Tennessee LLC and Cresleigh Financial Services, Inc., as
applicable ("Borrowers"), grants a security interest to Residential Funding
Corporation ("Lender") in all of Borrower's right, title and interest in and to
the Mortgage Loan described above, together with all related "Collateral," as
more particularly described in the First Amended and Restated Warehousing Credit
and Security Agreement (as amended, supplemented or otherwise modified) between
Borrower and Lender.

Cresleigh Financial Services LLC

Cresleigh Bancorp of Tennessee LLC

Cresleigh Financial Services, Inc.

Authorized Signature: _____________________________________



                                       19
<PAGE>

                                                            EXHIBIT B-REP/NP/REO

                  PROCEDURES AND DOCUMENTATION FOR WAREHOUSING
                           REPURCHASED MORTGAGE LOANS
                          NONPERFORMING MORTGAGE LOANS
                                  REO PROPERTY

                        CRESLEIGH FINANCIAL SERVICES LLC

                       CRESLEIGH BANCORP OF TENNESSEE LLC

                       CRESLEIGH FINANCIAL SERVICES, INC.

Cresleigh Financial Services LLC, cresleigh bancorp of tennessee llc and
CRESLEIGH FINANCIAL SERVICES, INC. ("Borrower") must observe the following
procedures and documentation requirements in all respects. All documents must be
satisfactory to Residential Funding Corporation ("Lender") in its sole
discretion. Capitalized terms used in this Exhibit without further definition
have the meanings set forth in the First Amended and Restated Warehousing Credit
and Security Agreement between Borrower and Lender (as amended, restated,
renewed or replaced, "Agreement"). HUD, Fannie Mae and Freddie Mac form numbers
used in this Exhibit are for convenience only and Borrower must use the
equivalent forms required at the time of delivery of a Pledged Loan or a Pledged
Security. Except for documents submitted through RFConnects Delivery, all
Warehousing Advance Requests and Collateral Documents must be submitted to
Lender in a top tabbed, legal size manila file folder, hole-punched and
acco-fastened in the order specified in the Warehousing Advance Request. Each
folder must be labeled with the mortgagor name(s), Borrower loan number and
Borrower name.

I.       PRIOR TO MAKING A WAREHOUSING ADVANCE, AGAINST A REPURCHASED MORTGAGE
         LOAN OR A NONPERFORMING MORTGAGE LOAN, THE LENDER MUST RECEIVE THE
         FOLLOWING:

         (1)      An estimate of the amount of the requested Warehousing Advance
                  1 Business Day prior to the date the requested Advance is to
                  be made.

         (2)      Original Request for Advance against Repurchased Mortgage
                  Loans or Nonperforming Mortgage Loans (Exhibit A-SF) and 1
                  copy of same.

         (3)      Investor repurchase demand letter (Repurchased Mortgage Loans
                  only).

         (4)      Summary of Mortgage Loan documentation or Investor problems,
                  expected cure period, and current payment history.

         (5)      Broker price opinion, dated within 60 days prior to the date
                  of the Warehousing Advance, setting forth the value of the
                  real property if sold within a 30-day marketing period.

         (6)      Original signed Mortgage Note, endorsed by Borrower in blank
                  with corresponding interim endorsements, if applicable, and
                  one copy of same.

         (7)      Original or certified true (by recorder's office) copy of the
                  Mortgage.


                                       20
<PAGE>

         (8)      Original or certified true (by recorder's officer) copies of
                  all interim assignments of the Mortgage. (If an interim
                  assignment has not been recorded or sent for recordation, such
                  original interim assignment). Mortgage Note must bear
                  corresponding endorsements.

         (9)      An assignment of the Mortgage, endorsed by Borrower in blank,
                  in recordable form but unrecorded (not required for Mortgage
                  Loans registered on the MERS system after execution and
                  delivery by all parties of an Electronic Tracking Agreement,
                  if approved by Lender).

         (10)     Original ALTA Mortgagee's Policy of Title Insurance or
                  equivalent thereto.

         (11)     Original VA Loan Guaranty Certificate, FHA Mortgage Insurance
                  Certificate, or copy of Private Mortgage Insurance Certificate
                  (Conventional Loans, if applicable).

II.      AT LEAST ONE BUSINESS DAY PRIOR TO MAKING A WAREHOUSING ADVANCE AGAINST
         AN REO PROPERTY, THE LENDER MUST RECEIVE THE FOLLOWING:

(1)      Original Request for Warehousing Advance against REO Property (Exhibit
         A-REO) and 1 copy of same.

(2)      Original or certified true (by recorder's office) copy of REO Mortgage
         in favor of Lender, together with recording information or recordation
         instructions.

(3)      Original Appraisal of mortgaged property.

(4)      Original ALTA Mortgagee's Policy of Title Insurance or equivalent
         thereto.

(5)      Updated title work, in the form of a Preliminary Title Report.

(6)      Proof of tax payments (preferably a current tax certificate).

(7)      Proof of hazard insurance.

(8)      Copies of checks for recording fees and registration taxes.

(9)      Disposition plan for REO Property.

(10)     Mortgage Insurance Coverage (if applicable).

III.     PRIOR TO THE MAKING OF A WAREHOUSING ADVANCE AGAINST A REPURCHASED
         MORTGAGE LOAN OR A NONPERFORMING MORTGAGE LOAN, THE LENDER MUST RECEIVE
         ALL OF THE COLLATERAL DOCUMENTS LISTED IN SECTION I ABOVE.

IV.      WITHIN 7 BUSINESS DAYS AFTER THE DATE OF A WAREHOUSING ADVANCE AGAINST
         A MORTGAGE LOAN TO BE REGISTERED ON THE MERS SYSTEM, THE REPURCHASED
         MORTGAGE LOAN OR NONPERFORMING MORTGAGE LOAN MUST BE REGISTERED ON THE
         MERS SYSTEM, SHOWING BORROWER AS SERVICER OR SUBSERVICER AND LENDER AS
         INTERIM FUNDER.

V.       ONLY LENDER MAY DELIVER THE MORTGAGE NOTES AND OTHER ORIGINAL
         COLLATERAL DOCUMENTS EVIDENCING PLEDGED LOANS OR PLEDGED SECURITIES AND
         RELATED POOL DOCUMENTS TO THE INVESTOR, POOL CUSTODIAN OR ATTORNEYS
         CONDUCTING FORECLOSURE SALES, UNLESS OTHERWISE AGREED IN WRITING.


                                       21
<PAGE>

A.       The following procedures must be followed for deliveries of Pledged
         Loans:

         No later than 1 Business Day prior to the requested shipment date and
         no later than 1 Business Day prior to the expiration date of the
         Purchase Commitment, Lender must receive the following:

         (1)      Signed shipping instructions for the delivery of the Pledged
                  Loans including the following:

                  (a)      Name and address of the office of the Investor to
                           which the loan documents are to be shipped, the
                           desired shipping date and the preferred method of
                           delivery;

                  (b)      Instructions for endorsement of the Mortgage Note;

                  (c)      Names of mortgagor(s), Mortgage Note Amounts of
                           Pledged Loans to be shipped and Borrower's loan
                           number; and

                  (d)      Commitment number and expiration date of the Purchase
                           Commitment.

         (2)      For deliveries of Pledged Loans to Fannie Mae for cash
                  purchase, the following additional documents are required:

                  (a)      Copy of Loan Schedule (Fannie Mae Form 1068 or 1069)
                           showing Lender's designated Fannie Mae payee code as
                           recipient of the loan purchase proceeds.

         (3)      For deliveries of Pledged Loans to Freddie Mac for cash
                  purchase, the following additional documents are required:

                  (a)      Original completed Warehouse Lender Release of
                           Security Interest (Freddie Mac Form 996) to be
                           executed by Lender, designating Lender as the
                           Warehouse Lender and showing the Cash Collateral
                           Account designated by Lender as the receiving account
                           for loan purchase proceeds; and

                  (b)      Copy of Wire Transfer Authorization for a Cash
                           Warehouse Delivery (Freddie Mac Form 987),
                           designating Lender as the Warehouse Lender and
                           showing the Cash Collateral Account designated by
                           Lender as the receiving account for loan purchase
                           proceeds.

B.       In the event Pledged Loans are delivered to a pool custodian, other
         than an Approved Custodian, payment of the related Advance is required
         within 2 Business Days of shipment.

         The following procedures are to be followed for deliveries of Pledged
         Loans to Approved Custodians:

         No later than 1 Business Day prior to the requested shipment date,
         Lender must receive the following:

         (1)      Signed shipping instructions or authenticated shipping
                  instructions sent via RFConnects Delivery for the delivery of
                  the Pledged Loans to the Approved Custodian including the
                  following:

                  (a)      Name and address of the office of the approved
                           Custodian to which the loan document are to be
                           shipped, the desired shipping date and the preferred
                           method of delivery;


                                       22
<PAGE>

                  (b)      Instructions for endorsement of the Mortgage Note;

                  (c)      Name(s) of mortgagor(s) and Mortgage Note Amounts of
                           Pledged Loans to be shipped and Borrower's loan
                           number; and

                  (d)      Commitment number and expiration date of the Purchase
                           Commitment for the Pledged Securities.

         (2)      For Fannie Mae Mortgage-backed Securities issuance, the
                  following additional documents are required:

                  (a)      Copy of Schedule of Mortgages (Fannie Mae Form 2005
                           or 2025);

                  (b)      Copy of Delivery Schedule (Fannie Mae Form 2014),
                           instructing Fannie Mae to issue the Mortgage-backed
                           Securities in the name of Borrower with Lender as
                           pledgee and to deliver the Mortgage-backed Securities
                           to Lender's custody account at The Chase Manhattan
                           Bank (CHASE NYC/CUST/G55026) and bearing the
                           following instructions: "These instructions may not
                           be changed without the prior written consent of
                           Residential Funding Corporation, Preston A. Lyvers,
                           Managing Director or Patti Erfan, Director."

         (3)      For Freddie Mac Mortgage-backed Securities issuance, the
                  following additional documents are required:

                  (a)      Copy of Settlement Information and Delivery
                           Authorization (Freddie Mac Form 939), designating
                           Lender as the Warehouse Lender and instructing
                           Freddie Mac to deliver the Mortgage-backed Securities
                           to Lender's custody account at The Chase Manhattan
                           Bank (CHASE/NYC/CUST/G55026); and

                  (b)      Original Warehouse Lender Release of Security
                           Interest (Freddie Mac Form 996) to be executed by
                           Lender, designating Lender as the Warehouse Lender
                           and instructing Freddie Mac to deliver the
                           Mortgage-backed Securities to Lender's custody
                           account at The Chase Manhattan Bank (CHASE
                           NYC/CUST/G55026).

         (4)      For Ginnie Mae Mortgage-backed Securities issuance, the
                  following additional documents are required:

                  (a)      Signed copy of schedule of Mortgages (HUD Form
                           11706);

                  (b)      Signed copy of Schedule of Subscribers (HUD Form
                           11705) instructing Ginnie Mae to issue the
                           Mortgage-backed securities in the name of Borrower
                           and designating The Chase Manhattan bank as Agent for
                           Lender as the subscriber, using the following
                           language: THE CHASE MANHATTAN BANK AS AGENT FOR
                           RESIDENTIAL FUNDING CORPORATION SEG ACCT
                           MANUF/CUST/G55026). The following instructions must
                           also be included on the form: "These instructions may
                           not be changed without the prior written consent of
                           Residential Funding Corporation, Preston A. Lyvers,
                           Managing Director or Patti Erfan, Director;" and

                  (c)      Completed Original Release of Security Interest (HUD
                           Form 11711A) to be executed by Lender.


                                       23
<PAGE>

         (5)      No later than 2 Business Days prior to the Settlement Date for
                  the Mortgage-backed Securities, Lender must receive signed
                  Securities Delivery Instructions form attached hereto as
                  Schedule I.

C.       The following procedures are to be followed for deliveries of Pledged
         Loans to attorneys conducting a foreclosure sale:

         No later than 1 Business Day prior to the requested shipment date and
         no later than 1 Business Day prior to the required delivery date to the
         Attorney conducting the foreclosure sale, Lender must receive signed
         shipping instructions for the delivery of the Pledged Loans including
         the following:

         (1)      Name and address of the office of the attorney to which the
                  Collateral Documents are to be shipped, the desired shipping
                  date and the preferred method of delivery;

         (2)      Names of Mortgagor and Mortgage Note Amounts of Pledged Loans
                  to be shipped; and

         (3)      Confirmation that the attorney will execute and return the
                  bailee letter (acknowledged instructions from Borrower to do
                  so).

         Upon instruction by Borrower, Lender will complete the endorsement of
         the Mortgage Note and make arrangements for the delivery of the
         original Collateral Documents evidencing Pledged Loans or Pledged
         Securities and related original pool documents with the appropriate
         bailee letter to the Investor, Approved Custodian, other pool custodian
         or attorney conducting a foreclosure sale. Upon receipt of
         Mortgage-backed Securities, Lender will cause those Mortgage-backed
         Securities to be delivered to the Investor that issued the Purchase
         Commitment. Mortgage-backed Securities will be released to the Investor
         only upon payment of the purchase proceeds to Lender. Cash proceeds of
         sales of Pledged Loans and Pledged Securities will be applied to
         related Warehousing Advance outstanding against Repurchased Mortgage
         Loans, Nonperforming Mortgage Loans or REO Properties under the
         Warehousing Commitment. As long as no Default or Event of Default
         exists, Lender will return any excess proceeds of the sale of Pledged
         Loans or Pledged Securities to Borrower, unless otherwise instructed in
         writing.


                                       24
<PAGE>
                                              SCHEDULE I TO EXHIBIT B-REP/NP/REO

                         RESIDENTIAL FUNDING CORPORATION
                           WAREHOUSE LENDING DIVISION
                         SECURITY DELIVERY INSTRUCTIONS

INSTRUCTIONS MUST BE RECEIVED 2 BUSINESS DAYS IN ADVANCE OF PICK-UP/DELIVERY

<TABLE>
<S>                                                <C>
BOOK-ENTRY DATE:_______________________________       SETTLEMENT DATE:_________________________________

ISSUER:________________________________________       SECURITY: $______________________________________

NO. OF CERTIFICATES:___________________________       1)_______________________________________________

                                                      2)_______________________________________________

                                                      3)_______________________________________________

CUSIP NO. _____________________
Pool No. ____________     MI No. _____________               Coupon Rate:______________________________
Issue Date (M/D/Y): _________________                        Maturity Date (M/D/Y): ___________________
</TABLE>

POOL TYPE (circle one):

GINNIE MAE:           GINNIE MAE I      GINNIE MAE II

FREDDIE MAC:          FIXED ARM         DISCOUNT NOTE

FANNIE MAE:           FIXED ARM         DISCOUNT NOTE     DEBENTURES       REMIC

<TABLE>
<S>           <C>                             <C>
DELIVER TO:   ___________________________     (  ) Versus Payment

              ___________________________     DVP AMOUNT $_________________________________

              ___________________________     (  ) Free Delivery

DELIVER TO:   ___________________________     (  ) Versus Payment

              ___________________________     DVP AMOUNT $__________________________________

              ___________________________     (  ) Free Delivery

DELIVER TO:   ___________________________     (  ) Versus Payment

              ___________________________     DVP AMOUNT $__________________________________

              ___________________________     (  ) Free Delivery

</TABLE>

AUTHORIZED SIGNATURE:__________________________________________________________

TITLE:_________________________________________________________________________


                                       25
<PAGE>

                                                                    EXHIBIT B-SF

                  PROCEDURES AND DOCUMENTATION FOR WAREHOUSING
                          SINGLE FAMILY MORTGAGE LOANS

                        CRESLEIGH FINANCIAL SERVICES LLC

                       CRESLEIGH BANCORP OF TENNESSEE LLC

                       CRESLEIGH FINANCIAL SERVICES, INC.

         Cresleigh Financial Services LLC, CRESLEIGH BANCORP OF TENNESSEE LLC
         and CRESLEIGH FINANCIAL SERVICES, INC. ("Borrower") must observe the
         following procedures and documentation requirements in all respects.
         All documents must be satisfactory to RESIDENTIAL FUNDING CORPORATION
         ("Lender") in its sole discretion. Capitalized terms used in this
         Exhibit without further definition have the meanings set forth in the
         First Amended and Restated Warehousing Credit and Security Agreement
         between Borrower and Lender (as amended, restated, renewed or replaced,
         "Agreement"). HUD, Fannie Mae and Freddie Mac form numbers used in this
         Exhibit are for convenience only and Borrower must use the equivalent
         forms required at the time of delivery of a Pledged Loan or a Pledged
         Security. Except for documents submitted through RFConnects Delivery,
         all Warehousing Advance Requests and Collateral Documents must be
         submitted to the Lender in a top tabbed, legal size manila file folder,
         hole-punched and acco-fastened in the order specified in the
         Warehousing Advance Request. Each folder must be labeled with the
         mortgagor name(s), Borrower loan number and Borrower name. If a Wet
         Settlement Advance is being requested, the Warehousing Advance Request
         and required Collateral Documents should be submitted in accordance
         with the above instructions. The remaining Collateral Documents must be
         submitted with a cover letter identifying the mortgagor name(s) and
         Borrower loan number.

VI.      PRIOR TO MAKING A WET SETTLEMENT ADVANCE, THE LENDER MUST RECEIVE THE
         FOLLOWING:

         (1)      An estimate of the amount of the requested Warehousing Advance
                  1 Business Day prior to the date the requested Warehousing
                  Advance is to be made.

         (2)      Either an Electronic Advance Request (including RFConnects
                  Pledge Agreement and list of Mortgage Loans) or a written
                  Warehousing Advance Request (Exhibit A) and 1 copy of same.

         (3)      A copy of Borrower's closing instructions to the escrow/title
                  company (table-funded Mortgage Loans only).

         (4)      A copy of a letter (or other acceptable documentation) from
                  the holder of the Mortgage Loan to Borrower documenting the
                  purchase price for the Mortgage Loan, releasing the holder's
                  ownership interest in the Mortgage Loan against payment of
                  that purchase price by Borrower and containing wire transfer
                  instructions for payment of that purchase price (Third Party
                  Originated Loans only).

         (5)      A copy of the Purchase Commitment or satisfactory evidence of
                  its existence and, for each High LTV Mortgage Loan, a copy of
                  the AssetWise Certificate (High LTV Mortgage Loans).

         (6)      A copy of the HUD-1 Settlement Statement or equivalent with
                  evidence of the initial Warehousing Advance amount (open-end
                  Second Mortgage Loans only).

                                       26
<PAGE>

         THE FOLLOWING DOCUMENTS MUST BE RECEIVED BY LENDER WITHIN 7 BUSINESS
         DAYS OF THE DATE ON WHICH LENDER MAKES A WET SETTLEMENT ADVANCE TO
         BORROWER:

         (7)      The original signed Mortgage Note, endorsed by Borrower in
                  blank with corresponding interim endorsements, if applicable,
                  and 1 copy of same.

         (8)      A copy of the Mortgage sent for recording certified true by
                  Borrower or the escrow/title company.

         (9)      Copies of all interim assignments of the Mortgage certified
                  true by Borrower or the escrow/title company (recorded or sent
                  for recordation). The Mortgage Note must bear corresponding
                  endorsements.

         (10)     An assignment of the Mortgage, endorsed by Borrower in blank,
                  in recordable form but unrecorded (not required for Mortgage
                  Loans registered on the MERS system after execution and
                  delivery by all parties of an Electronic Tracking Agreement,
                  if approved by Lender).

VII.     PRIOR TO MAKING A WAREHOUSING ADVANCE (OTHER THAN A WET SETTLEMENT
         ADVANCE), LENDER MUST RECEIVE ALL OF THE COLLATERAL DOCUMENTS LISTED IN
         SECTION I ABOVE.

VIII.    LENDER HAS A REASONABLE TIME (1 BUSINESS DAY UNDER ORDINARY
         CIRCUMSTANCES) TO EXAMINE BORROWER'S WAREHOUSING ADVANCE REQUEST AND
         THE COLLATERAL DOCUMENTS TO BE DELIVERED BY BORROWER BEFORE FUNDING THE
         REQUESTED WAREHOUSING ADVANCE OR WET SETTLEMENT ADVANCE, AND MAY REJECT
         ANY ELIGIBLE LOAN THAT DOES NOT MEET THE REQUIREMENTS OF THIS EXHIBIT,
         THE AGREEMENT OR THE RELATED PURCHASE COMMITMENT.

         Borrower must hold or cause its custodian to hold, in trust for Lender,
         those original Collateral Documents of which only copies are required
         to be delivered to Lender under this Exhibit. Promptly upon request by
         Lender or, if the recorded Collateral Documents have not yet been
         returned from the recording office, immediately upon receipt by
         Borrower or its custodian of those recorded Collateral Documents,
         Borrower must deliver or cause its custodian to deliver to Lender any
         or all of the original Collateral Documents.

         To fund Warehousing Advances under this Exhibit and the Agreement,
         Lender will cause the Funding Bank to credit either the Wire
         Disbursement Account or the Check Disbursement Account upon compliance
         by Borrower with the terms of the Loan Documents.

         Lender will determine, in its sole discretion, the method by which
         Warehousing Advances and other amounts on deposit in the Wire
         Disbursement Account are disbursed by the Funding Bank to or for the
         account of Borrower.

IX.      WITHIN 7 BUSINESS DAYS AFTER THE DATE OF A WAREHOUSING ADVANCE AGAINST
         A MORTGAGE LOAN TO BE REGISTERED ON THE MERS SYSTEM, THE MORTGAGE LOAN
         MUST BE REGISTERED ON THE MERS SYSTEM, SHOWING BORROWER AS SERVICER OR
         SUBSERVICER AND LENDER AS INTERIM FUNDER.

X.       ONLY LENDER MAY DELIVER THE MORTGAGE NOTES AND OTHER ORIGINAL
         COLLATERAL DOCUMENTS REQUIRED BY THIS EXHIBIT EVIDENCING PLEDGED LOANS
         OR PLEDGED SECURITIES AND RELATED POOL DOCUMENTS TO AN INVESTOR OR POOL
         CUSTODIAN, UNLESS OTHERWISE AGREED IN WRITING.

         A.       Borrower must comply with the following procedures for
                  deliveries of Pledged Loans:

                  No later than 1 Business Day prior to the requested shipment
                  date for deliveries of less than 100 Pledged Loans and no
                  later than 2 Business Days prior to the requested shipment
                  date for deliveries of 100 or more Pledged Loans, Lender must
                  receive the following:

                                       27
<PAGE>

         (1)      Signed shipping instructions or authenticated shipping
                  instructions sent via RFConnects Delivery for the delivery of
                  the Pledged Loans, including the following:

                  (a)      Name and address of the office of the Investor to
                           which the loan documents are to be shipped, the
                           desired shipping date and the preferred method of
                           delivery;

                  (b)      Instructions for endorsement of the Mortgage Note;

                  (c)      Name(s) of the mortgagor(s), Mortgage Note Amounts of
                           the Pledged Loans to be shipped and the Borrower's
                           loan numbers for those Pledged Loans; and

                  (d)      Commitment number and expiration date of the Purchase
                           Commitment.

         (2)      For deliveries of Pledged Loans to Fannie Mae for cash
                  purchase, Borrower must include a Copy of Loan Schedule
                  (Fannie Mae Form 1068 or 1069) showing Lender's designated
                  Fannie Mae payee code as recipient of the loan purchase
                  proceeds.

         (3)      For deliveries of Pledged Loans to Freddie Mac for cash
                  purchase, Borrower must include the following additional
                  documents:

                  (a)      Original completed Warehouse Lender Release of
                           Security Interest (Freddie Mac Form 996) to be
                           executed by Lender, designating Lender as the
                           Warehouse Lender and showing the Cash Collateral
                           Account designated by Lender as the receiving account
                           for loan purchase proceeds; and

                  (b)      Copy of Wire Transfer Authorization for a Cash
                           Warehouse Delivery (Freddie Mac Form 987),
                           designating Lender as the Warehouse Lender and
                           showing the Cash Collateral Account designated by
                           Lender as the receiving account for loan purchase
                           proceeds.

B.       If Pledged Loans are to be delivered to a pool custodian (other than an
         Approved Custodian), Borrower must pay the related Warehousing Advance
         within 2 Business Days of shipment.

C.       Borrower must comply with the following procedures for deliveries of
         Pledged Loans to Approved Custodians:

         No later than 1 Business Day prior to the requested shipment date for
         deliveries of less than 100 Pledged Loans and no later than 2 Business
         Days prior to the requested shipment date for deliveries of 100 or more
         Pledged Loans, Lender must receive the following:

         (1)      Signed shipping instructions or authenticated shipping
                  instructions sent via RFConnects Delivery for the delivery of
                  the Pledged Loans to the Approved Custodian, including the
                  following:

                  (a)      Name and address of the office of the Approved
                           Custodian to which the loan document are to be
                           shipped, the desired shipping date and the preferred
                           method of delivery;

                  (b)      Instructions for endorsement of the Mortgage Note;

                  (c)      Name(s) of the mortgagor(s), Mortgage Note Amounts of
                           the Pledged Loans to be shipped and the Borrower's
                           loan numbers for those Pledged Loans; and

                  (d)      Commitment number and expiration date of the Purchase
                           Commitment for the Pledged Securities.

                                       28
<PAGE>

         (2)      If Mortgage-backed Securities are to be issued by Fannie Mae,
                  Borrower must include the following additional documents:

                  (a)      Copy of Schedule of Mortgages (Fannie Mae Form 2005
                           or 2025); and

                  (b)      Copy of Delivery Schedule (Fannie Mae Form 2014),
                           instructing Fannie Mae to issue the Mortgage-backed
                           Securities in Borrower's name with Lender as pledgee
                           and to deliver the Mortgage-backed Securities to
                           Lender's custody account at The Chase Manhattan Bank
                           (CHASE NYC/CUST/G55026). The Delivery Schedule should
                           also bear the following instructions: "These
                           instructions may not be changed without the prior
                           written consent of Residential Funding Corporation,
                           Preston A. Lyvers, Managing Director or Patti Erfan,
                           Director."

         (3)      If Mortgage-backed Securities are to be issued by Freddie Mac,
                  Borrower must include the following additional documents:

                  (a)      Copy of Settlement Information and Delivery
                           Authorization (Freddie Mac Form 939), designating
                           Lender as the Warehouse Lender and instructing
                           Freddie Mac to deliver the Mortgage-backed Securities
                           to Lender's custody account at The Chase Manhattan
                           Bank (CHASE/NYC/CUST/G55026); and

                  (b)      Original Warehouse Lender Release of Security
                           Interest (Freddie Mac Form 996) to be executed by
                           Lender, designating the Lender as the Warehouse
                           Lender and instructing Freddie Mac to deliver the
                           Mortgage-backed Securities to Lender's custody
                           account at The Chase Manhattan Bank (CHASE
                           NYC/CUST/G55026).

         (4)      If Mortgage-backed Securities are to be issued by Ginnie Mae,
                  Borrower must include the following additional documents:

                  (a)      Signed copy of schedule of Mortgages (HUD Form
                           11706);

                  (b)      Signed copy of Schedule of Subscribers (HUD Form
                           11705) instructing Ginnie Mae to issue the
                           Mortgage-backed Securities in Borrower's name and
                           designating The Chase Manhattan bank as Agent for
                           Lender as the subscriber, using the following
                           language: THE CHASE MANHATTAN BANK AS AGENT FOR
                           RESIDENTIAL FUNDING CORPORATION (SEG ACCT
                           MANUF/CUST/G55026). The Schedule of Subscribers
                           should also bear the following instructions: "These
                           instructions may not be changed without the prior
                           written consent of Residential Funding Corporation,
                           Preston A. Lyvers, Managing Director or Patti Erfan,
                           Director;" and

                  (c)      Completed Original Release of Security Interest (HUD
                           Form 11711A) to be executed by Lender.

         (5)      No later than 2 Business Days prior to the Settlement Date for
                  the Mortgage-backed Securities, Lender must receive signed
                  Securities Delivery Instructions form attached as Schedule I
                  to this Exhibit.

                  Upon instruction by Borrower, Lender will complete the
                  endorsement of the Mortgage Note and make arrangements for the
                  delivery of the original Collateral Documents evidencing
                  Pledged Loans or Pledged Securities and related original pool
                  documents with the appropriate bailee letter to an Investor,
                  Approved Custodian or other pool custodian. Upon receipt of
                  Mortgage-backed Securities, Lender will cause those
                  Mortgage-backed Securities to be delivered to the Investor
                  that issued the Purchase Commitment. Mortgage-backed
                  Securities will be released to an Investor only upon payment
                  of the purchase proceeds to Lender. Cash proceeds of sales of
                  Pledged Loans and Pledged Securities will be applied to
                  related Warehousing Advances outstanding under the

                                       29
<PAGE>
                  Warehousing Commitment. As long as no Default or Event of
                  Default exists, Lender will return any excess proceeds of the
                  sale of Pledged Loans or Pledged Securities to Borrower,
                  unless otherwise instructed in writing.

                                       30
<PAGE>

                                                      SCHEDULE I TO EXHIBIT B-SF

                         RESIDENTIAL FUNDING CORPORATION
                           WAREHOUSE LENDING DIVISION
                         SECURITY DELIVERY INSTRUCTIONS

INSTRUCTIONS MUST BE RECEIVED 2 BUSINESS DAYS IN ADVANCE OF PICK-UP/DELIVERY

<TABLE>
<S>                                          <C>
BOOK-ENTRY DATE:________________________     SETTLEMENT DATE:______________________________

ISSUER:_________________________________     SECURITY: $___________________________________

NO. OF CERTIFICATES:____________________     1)____________________________________________

                                             2)____________________________________________

                                             3)____________________________________________

CUSIP NO. _____________________
Pool No. ____________    MI No. _____________       Coupon Rate:__________________________
Issue Date (M/D/Y): _________________               Maturity Date (M/D/Y): _______________

POOL TYPE (circle one):

GINNIE MAE:         GINNIE MAE I      GINNIE MAE II

FREDDIE MAC:        FIXED ARM         DISCOUNT NOTE

FANNIE MAE:         FIXED ARM         DISCOUNT NOTE     DEBENTURES       REMIC
</TABLE>


<TABLE>
<S>           <C>                             <C>
DELIVER TO:   ___________________________     (  ) Versus Payment

              ___________________________     DVP AMOUNT $_________________________________

              ___________________________     (  ) Free Delivery

DELIVER TO:   ___________________________     (  ) Versus Payment

              ___________________________     DVP AMOUNT $__________________________________

              ___________________________     (  ) Free Delivery

DELIVER TO:   ___________________________     (  ) Versus Payment

              ___________________________     DVP AMOUNT $__________________________________
</TABLE>


                                       31
<PAGE>

              ___________________________     (  ) Free Delivery


AUTHORIZED SIGNATURE:__________________________________________________________

TITLE:_________________________________________________________________________


                                       32
<PAGE>
                                                                       EXHIBIT C

                         SCHEDULE OF SERVICING PORTFOLIO

<TABLE>
<CAPTION>
                                 UNPAID PRINCIPAL BALANCE OF
INVESTOR                        LOANS SERVICED AS OF THE DATE
  NAME                               OF THIS AGREEMENT
--------                        -----------------------------
<S>                             <C>
</TABLE>

                         (TO BE COMPLETED BY BORROWER)


                                       33
<PAGE>

                                                                       EXHIBIT D

                                  SUBSIDIARIES

<TABLE>
<CAPTION>
BORROWER                             STATES QUALIFIED TO DO
  NAME        STATE OF FORMATION            BUSINESS           PERCENTAGE OWNED
--------      ------------------     ----------------------    ----------------
<S>           <C>                    <C>                       <C>
</TABLE>

                         (TO BE COMPLETED BY BORROWER)


                                       34
<PAGE>

                                                                       EXHIBIT E

                             COMPLIANCE CERTIFICATE

This Compliance Certificate is submitted to the Lender pursuant to Section
7.2(c) of the First Amended and Restated Warehousing Credit and Security
Agreement among CRESLEIGH FINANCIAL SERVICES LLC ("Cresleigh LLC"), CRESLEIGH
BANCORP OF TENNESSEE LLC ("Cresleigh Bancorp") and CRESLEIGH FINANCIAL SERVICES,
INC. ("Cresleigh Inc.;" Cresleigh LLC, Cresleigh Bancorp and Cresleigh Inc. are
collectively referred to as the "Borrowers") and RESIDENTIAL FUNDING CORPORATION
("Lender"), dated as of June 15, 2002 (as amended, restated, renewed or
replaced, "Agreement"). Capitalized terms and Section numbers used in this
Compliance Certificate without further definition refer to those terms and
Sections set forth in the Agreement.

The undersigned hereby certifies to Lender that as of the close of business
on_____________________ ,20____ ("Statement Date") and with respect to Cresleigh
LLC (and Cresleigh LLC's Subsidiaries on a consolidated basis):

1.       As demonstrated by the attached calculations supporting this Compliance
         Certificate, Borrowers satisfied the covenants set forth in Sections
         8.8, 8.9, 8.10, 8.11 and 8.12, or, if Borrowers did not satisfy any of
         those covenants, a detailed explanation is attached setting forth the
         nature and the period of existence of any Default or Event of Default
         and the action Borrowers have taken, are taking or propose to take with
         respect to that Default or Event of Default.

2.       Borrowers have not transferred (by sale or otherwise), pledged or
         granted a security interest in any Servicing Contracts, except as
         permitted under the terms of the Agreement.

3.       Borrowers have not made any payments in advance of the scheduled
         maturity date on any Subordinated Debt, and Borrowers have not incurred
         any additional Debt that must be subordinated under the terms of
         Section 7.11.

4.       Borrowers were in full compliance with all applicable Investor net
         worth requirements, and in good standing with each Investor.

5.       I have reviewed the terms of the Agreement and have made, or caused to
         be made under my supervision, a review in reasonable detail of the
         transactions and conditions of Borrowers (and Borrowers' Subsidiaries).
         That review has not disclosed, and I have no other knowledge of the
         existence of, any Default or Event of Default, or if any Default or
         Event of Default existed or exists, a detailed explanation is attached
         setting forth the nature and the period of existence of the Default or
         Event of Default and the action Borrowers have taken, are taking or
         propose to take with respect that Default or Event of Default.

6.       Pursuant to Section 7.2 of the Agreement, enclosed are the financial
         statements of Cresleigh LLC as of the Statement Date. The financial
         statements for the period ending on the Statement Date fairly present
         the financial condition and results of operations of Cresleigh LLC (and
         Cresleigh LLC's Subsidiaries on consolidated basis) as of the Statement
         Date.

Dated: __________________________       CRESLEIGH FINANCIAL SERVICES LLC,
                                        a Delaware limited liability company


                                       35
<PAGE>

                                   By:__________________________________________

                                   Its:_________________________________________


                                       36
<PAGE>

                 CALCULATIONS SUPPORTING COMPLIANCE CERTIFICATE


Borrower Name:  CRESLEIGH FINANCIAL SERVICES LLC (and its Subsidiaries)

Statement Date: _______________________________

All financial calculations set forth in this Compliance Certificate are as of
the Statement Date.

<TABLE>
<S>                                                                               <C>
1.       TANGIBLE NET WORTH:

         A.       Net Worth is:

                  Excess of total assets over total liabilities:                  $_______________

                  Plus:    Subordinated Debt not due within one year of the
                           Statement Date (or any portion of that Subordinated
                           Debt):                                                 $_______________

                  Minus:   Advances or loans to members, managers or Affiliates
                           or any shareholder, director or officer of any
                           manager, member or Affiliate:                          $_______________

                  Minus:   Investments in Affiliates:                             $_______________

                  Minus:   Assets pledged to secure liabilities not included in
                           Debt:                                                  $_______________

                  Minus:   Intangible assets:                                     $_______________

                  Minus:   Other assets that HUD deems non-acceptable:            $_______________

                  Minus:   Other assets that Lender deems unacceptable:           $_______________

                  TANGIBLE NET WORTH                                              $_______________

         B.       Requirements of Section 8.9 of the Agreement:

                  CRESLEIGH LLC'S TANGIBLE NET WORTH MUST BE AT LEAST (A)
                  $6,250,000 THROUGH DECEMBER 31, 2002, AND (B) AFTER DECEMBER
                  31, 2002 (ADJUSTED SEMI-ANNUALLY THEREAFTER), (1) $6,250,000
                  PLUS (2) 50% OF CRESLEIGH'S NET INCOME AFTER TAXES AND
                  DISTRIBUTIONS TO MEMBERS FOR TAX PURPOSES (IF POSITIVE) FOR
                  THE IMMEDIATELY PRECEDING SIX-MONTH PERIOD. ADJUSTMENTS WILL
                  OCCUR ON THE FIRST BUSINESS DAY AFTER THE END OF EACH
                  SIX-MONTH PERIOD.

         C.       COVENANT SATISFIED: _____ COVENANT NOT SATISFIED: ______
</TABLE>


                                     12-37
<PAGE>

<TABLE>
<S>                                                                               <C>
2.       DEBT

         A.       Cresleigh LLC's total liabilities calculated in accordance
                  with GAAP, plus all indebtedness or other obligations for
                  borrowed money or for the deferred purchase price of property
                  or services:                                                    $________________

                  Minus:   Deferred taxes arising from capitalized excess
                           servicing fees and capitalized servicing rights:       $________________

                  Minus:   Subordinated Debt not due within one year of the
                           Statement Date (or any portion of that Subordinated
                           Debt):                                                 $________________

                  B.       DEBT (Total):                                          $________________

                  Minus:   Debt arising under Hedging Arrangements (to the
                           extent of assets arising under those Hedging
                           Arrangements):                                         $________________

                  C. DEBT (adjusted for Hedging Arrangements):                    $________________

3.       LEVERAGE RATIO

         A.       The ratio of Debt to Tangible Net Worth is
                  (2.C. to 1.A.):                                                  ___________ to 1

         B.       Requirements of Section 8.8 of the Agreement:

                  CRESLEIGH LLC'S LEVERAGE RATIO MUST NOT EXCEED 20 TO 1.

         C.       COVENANT SATISFIED: ____ COVENANT NOT SATISFIED: ____

4.       MINIMUM CASH AND CASH EQUIVALENTS

         A.       Amount of Cash:                                                 $________________

         B.       Cash Equivalents:

                                Funds on deposit in a U.S. Bank:                  $________________
                                Investment grade commercial paper:                $________________
                                Money market funds:                               $________________
                                Warehousing Buydown:                              $________________
                                High grade marketable securities with a
                                maturity of 270 days or less:                     $________________

         C.       TOTAL CASH AND CASH EQUIVALENTS:

         D.       Requirements of Section 8.11 of the Agreement:

                  CRESLEIGH LLC'S CASH AND CASH EQUIVALENT MUST NOT AT ANY TIME
                  BE LESS THAN $1,250,000.
</TABLE>


                                     12-38
<PAGE>

         E.       COVENANT SATISFIED:  ____  COVENANT NOT SATISFIED:    ____

5. TRANSACTIONS WITH AFFILIATES

<TABLE>
<S>                                                                      <C>
A.       Loans, advances, and extensions of credit by any Borrower to
         its Affiliates during the current fiscal year:                  $________________

B.       Capital contributions made by any Borrower to its
         Affiliates during the current fiscal year:                      $________________

C.       Transfers, sales, pledges, assignments or other
         dispositions of assets made by any Borrower or on behalf of
         its Affiliates:                                                 $________________

D.       Management fees paid by any Borrower to Affiliates during the
         current fiscal year:                                            $________________
</TABLE>

E.       Requirements of Section 8.12 of the Agreement:

         1.       BORROWER MAY NOT MAKE ANY LOANS, ADVANCES, EXTENSIONS
                  OF CREDIT OR CAPITAL CONTRIBUTIONS TO ITS AFFILIATES.

                    COVENANT SATISFIED: ____ COVENANT NOT SATISFIED: __

         2.       BORROWER MAY NOT TRANSFER, SELL, PLEDGE, ASSIGN OR
                  MAKE ANY OTHER DISPOSITION OF ASSETS TO OR ON BEHALF
                  OF ITS AFFILIATES.

                    COVENANT SATISFIED: ____ COVENANT NOT SATISFIED: __

         3.       BORROWER MAY NOT MERGE OR CONSOLIDATE WITH, OR
                  PURCHASE OR ACQUIRE ANY ASSETS FROM, ITS AFFILIATES.

                    COVENANT SATISFIED: ____ COVENANT NOT SATISFIED: __

         4.       BORROWER MAY NOT PAY management fees to OR ON BEHALF
                  OF its affiliates.

                    COVENANT SATISFIED: ____ COVENANT NOT SATISFIED: __

6.       RATIO OF CURRENT ASSETS TO CURRENT LIABILITIES

         A.       Current Assets:

<TABLE>
<S>                                                              <C>
           Plus:         Cash:                                     $_________________

           Plus:         Temporary Investments:                    $_________________

           Plus:         Mortgage Loans and Mortgage-backed
                         Securities held for sale (net of any loan
                         loss reserves:                            $_________________

           Plus:         Accounts and accrued interest receivable
</TABLE>


                                     12-39
<PAGE>

            (net of any allowance for doubtful accounts):    $_________________


                                     12-40
<PAGE>

<TABLE>
<S>                                                                           <C>
           Plus:       Servicing advances made on behalf of
                       mortgagors:                                              $_________________

           Minus:      Loans/advances to or receivables from
                       employees, officers or owners and Affiliates:            $_________________

           Minus:      Deferred assets, other than prepaid items
                       for insurance, taxes and rent:                           $_________________

           Minus:      Properties or assets located outside the
                       continental United States and Canada:                    $_________________

           Total Current Assets:                                                $_________________

B.       Current Liabilities (liabilities or any portion maturing
         within 1 year):

           Plus:       Warehouse notes payable:                                 $_________________

           Plus:       Other notes payable:                                     $_________________


           Plus:       Accounts payable and accrued expenses:                   $_________________

           Total Current Liabilities:                                           $_________________

C.       The ratio of Current Assets to Current Liabilities is:            $_________________

D.       Requirements of Section 8.10 of the Agreement:

         CRESLEIGH LLC's RATIO OF CURRENT ASSETS TO CURRENT LIABILITIES
         MUST NOT BE LESS THAN 1 TO 1.

E.       COVENANT SATISFIED: ____ COVENANT NOT SATISFIED: ____
</TABLE>


                                     12-41
<PAGE>
                                                                       EXHIBIT F

                      SCHEDULE OF EXISTING LINES OF CREDIT

<TABLE>
LENDER NUMBER          COMMITMENT AMOUNT             EXPIRATION DATE
-------------          -----------------             ---------------
<S>                    <C>                           <C>
</TABLE>
                         (TO BE COMPLETED BY BORROWER)


                                     12-42
<PAGE>
                                                                       EXHIBIT G

                                  ASSUMED NAMES

                          (TO BE COMPLETED BY BORROWER)

                     (PLEASE LIST -- IF NONE, STATE "NONE")


                                     12-43
<PAGE>

                                                                       EXHIBIT H
                         ELIGIBLE LOANS AND OTHER ASSETS

13.      LIMITATIONS ON WAREHOUSING ADVANCES AGAINST MORTGAGE LOANS

         Lender's obligation to make Warehousing Advances under the Agreement is
         subject to the following limitations:

                  1.       No Warehousing Advance will be made against any
                           Mortgage Loan that has been previously sold or
                           pledged to obtain financing (whether or not such
                           financing constitutes Debt) under another warehousing
                           financing arrangement or a Gestation Agreement.

                  2.       No Warehousing Advance will be made against any
                           Mortgage Loan that Lender believes may be based on
                           untrue, incomplete or inaccurate or fraudulent
                           information or may otherwise be subject to fraud.

                  3.       No Warehousing Advance will be made against any
                           Mortgage Loan if any of the limitations set forth in
                           this Exhibit H would be exceeded after giving effect
                           to the Warehousing Advance.

                  4.       No Warehousing Advance will be made against any
                           Mortgage Loan with an original principal balance in
                           excess of $2,000,000.

                  5.       No Warehousing Advance will be made against any Third
                           Party Originated Loan.

14.      SUBLIMITS

These general limitations apply to all Warehousing Advances against Eligible
Loans:

  1.  Wet Settlement Advances:        40% of the Warehousing Commitment Amount

  2.  Third Party Originated Loans:   Not Permitted

15.      ELIGIBLE LOANS AND TERMS OF WAREHOUSING ADVANCES

Subject to compliance with the terms and limitations set forth below and the
terms, representations and warranties and the covenants in the Agreement, each
of the following Mortgage Loans is an Eligible Loan for purposes of the
Agreement:

1. PRIME MORTGAGE LOAN

(a)      Definition: A First Mortgage Loan or a Second Mortgage Loan with the
         following characteristics:

         (i)      For a First Mortgage Loan:


                                     15-44
<PAGE>

         A.       Underwritten substantially in accordance with Fannie Mae or
                  Freddie Mac underwriting standards (except as to maximum
                  amount); and

         B.       Loan-to-Value Ratio not to exceed 80% or, if the Loan-to-Value
                  Ratio exceeds 80%, the amount by which the Prime Mortgage Loan
                  exceeds 80% is insured by or subject to a commitment for
                  mortgage insurance; or

         C.       A Government Mortgage Loan.

         (ii)     For a Second Mortgage Loan:

         A.       The credit of the obligor has been underwritten substantially
                  in accordance with Fannie Mae or Freddie Mac underwriting
                  standards; and

         B.       Loan-to-Value Ratio not more than 100%.

(b) Interest Rate:                  1.50% over LIBOR

(c) Prime Sublimit:                 12% of the Warehousing Commitment Amount

    (i)      First Mortgage Loan:   100% of the Prime Sublimit

    (ii)     Second Mortgage Loan:  50% of the Prime Sublimit

    (iii)    Aged Mortgage Loan:    $500,000 of the Prime Sublimit

(d) Committed/Uncommitted:

    (i) First Mortgage Loan:        Purchase Commitment required

    (ii) Second Mortgage Loan:      Purchase Commitment not required

(e) Wet Settlement Advances:        Permitted

(f) Aged Mortgage Loans:            Permitted for First Mortgage Loans only

(g) Committed Advance Rate:

    (i)   First Mortgage Loan:       * % of the lesser of (i) the Mortgage
                                    Note Amount or (ii) the Committed Purchase
                                    Price

    (ii)  RFC Mortgage Loan:         * % of the lesser of (i) the Mortgage
                                    Note Amount or (ii) the Committed Purchase
                                    Price

(h) Uncommitted Advance Rate:

    (i) Second Mortgage Loan:        * % of the Mortgage Note Amount

(i) Standard Warehouse Period:      90 days


                                     12-45
<PAGE>

(j) Aged  Warehouse Period:         120 days

(k) Required Prepayments:           All Mortgage Loans in warehouse for 45 days
                                    will be reduced by 2% of the Mortgage Note
                                    Amount.

                                    On the day a Pledged Loan becomes an Aged
                                    Mortgage Loan, the Advance against such
                                    Pledged Loan must be (a) repaid in full, to
                                    the extent the Aged Mortgage Loan Sublimit
                                    would be exceeded, or (b) otherwise, reduced
                                    by 5% of the Mortgage Note Amount.

(l) Loan Package Fee:               $20.00; provided, however, should Borrower
                                    opt to use MERS, the Loan Package Fee will
                                    be $15.00.

(m) Wire Fee:                       $7.50

2. SUBPRIME MORTGAGE LOAN

(a)      Definition: A First Mortgage Loan or a Second Mortgage Loan that has a
         risk rating of "A"-, "B" or "C" (determined using underwriting
         standards that comply with industry standards in the sole judgment of
         the Lender), and that is acceptable for purchase by at least two
         Investors.

(b) Interest Rate:                      1.50% over LIBOR

(c) Subprime Sublimit:                  100%

    (i)  First Mortgage Loan:           100% of the Subprime Sublimit

    (ii) Second Mortgage Loan:          20% of the Subprime Sublimit

    (ii) Aged Mortgage Loan:            5% of the Subprime Sublimit

(d) Committed/Uncommitted:              Purchase Commitment not required

(e) Wet Settlement Advances:            Permitted

(f) Aged Mortgage Loans:                Permitted for First Mortgage Loans only

(g) Committed Advance Rate:

     (i) RFC Mortgage Loan:              * % of the lesser of (i) the Mortgage
                                        Note Amount or (ii) the Committed
                                        Purchase Price

(h) Uncommitted Advance Rate:

         (i) First Mortgage Loan:        * % of the Mortgage Note Amount


                                     15-46
<PAGE>

         (ii) Second Mortgage Loan:      * % of the Mortgage Note Amount

(i) Standard Warehouse Period:          90 days

(j) Aged Warehouse Period:              150 days

(k) Required Prepayments:               All Mortgage Loans in warehouse for 60
                                        days will be reduced by 2% of the
                                        Mortgage Note Amount

                                        On the day a Pledged Loan becomes an
                                        Aged Mortgage Loan, the Advance against
                                        such Pledged Loan must be (a) repaid in
                                        full, to the extent the Aged Mortgage
                                        Loan Sublimit would be exceeded, or (b)
                                        otherwise, reduced by 5% of the
                                        Mortgage Note Amount. Thereafter, the
                                        Advance must be reduced by 5% of the
                                        Mortgage Note Amount.

(m) Loan Package Fee:                   $20.00; provided, however, should
                                        Borrower opt to use MERS, the Loan
                                        Package Fee will be $15.00.

(n) Wire Fee:                           $7.50

3.       HIGH LTV MORTGAGE LOAN

(a)      Definition: A Second Mortgage Loan that meets the 125 Loan Program
         eligibility criteria set forth in the GMAC-RFC Client Guide and for
         which an AssetWise Certificate has been issued, and a First Mortgage
         Loan that meets the Home Solution Program criteria and for which an
         AssetWise Certificate has been issued.

(b)      Interest Rate:                 2.00% over LIBOR

(c)      Committed/Uncommitted:         Purchase Commitment from Lender
                                        required

(d)      Wet Settlement Advances:       Permitted

(e)      Aged Mortgage Loans:           Not Permitted

(f)      HighLTV Sublimit:              $750,000

(g)      Committed Advance Rate:

         (i)  First Mortgage Loan:       * % of the lesser of (i) the Mortgage
                                        Note Amount or (ii) the Committed
                                        Purchase Price

         (ii) Second Mortgage Loan:      * % of the lesser of (i) the Mortgage
                                        Note Amount or (ii) the Committed
                                        Purchase Price



                                     15-47
<PAGE>

  (h) Standard Warehouse Period:    45 days

  (i) Loan Package Fee:             $20.00; provided, however, should Borrower
                                    opt to use MERS, the Loan Package Fee will
                                    be $15.00.

  (j) Wire Fee:                     $7.50

4.       REPURCHASED MORTGAGE LOAN/NONPERFORMING MORTGAGE LOAN/REO PROPERTY

(a)      Definitions:

         Repurchased Mortgage Loan: A Mortgage Loan that has been repurchased
         from an Investor or a Mortgage Pool pursuant to a Servicing Contract.

         Nonperforming Mortgage Loan: A First Mortgage Loan or a Second Mortgage
         Loan that is not a High LTV Mortgage Loan and (i) is in the process of
         foreclosure, (ii) is 60 days or more delinquent or (iii) with respect
         to which the Warehousing Period has expired.

         REO Property: An improved real property containing a 1- to 4-family
         residence, which property is owned by Borrower as the result of a
         foreclosure proceeding or the acceptance of a deed in lieu of
         foreclosure, or has been purchased from an Investor to satisfy a
         repurchase obligation of Borrower to the Investor.

<TABLE>
<S>                                            <C>
(b) Interest Rate:                              3.25% over LIBOR

(c) Sublimit:                                   $2,000,000

(d) Committed/Uncommitted:                      Purchase Commitment not required

(e) Wet Settlement Advances:                    Not Permitted

(f) Aged Mortgage Loans:                        Not permitted

(g) Advance Rate for Repurchased
    and Nonperforming Mortgage Loans:            * % of the lesser of (i) Lender's initial
                                                Warehousing Advance, (ii) the unpaid principal
                                                balance, (iii) the repurchase price, or (iv)
                                                the Appraised Property Value or BPO Value

(h) Advance Rate for REO Property:              The lesser of (i)  * % Lender's  initial Warehousing
                                                Advance or (ii)  * % of the Appraised  Property Value or
                                                BPO Value
(i) Required Prepayments for Repurchased
    and Nonperforming Mortgage Loans:           5% of the Mortgage Note Amount paid each month
                                                occurring  more than 90 days after the date of the
                                                Warehousing Advance
</TABLE>


                                     15-48
<PAGE>

<TABLE>
<S>                                             <C>
(j) Required Prepayments for REO Property:      5% of the initial  Warehousing  Advance  against an
                                                REO Property  paid each month  occurring  more than 90 days
                                                after the date of the Warehousing Advance

(k) Standard Warehouse Period:                  365 days

(l) Loan Package Fee:                           $20.00; provided, however, should Borrower opt to use MERS,
                                                the Loan Package Fee will be $15.00.

(m) Wire Fee:                                   $7.50
</TABLE>

                                     15-49
<PAGE>

                                                                       EXHIBIT I
                         TERMS OF GUARANTEED OBLIGATIONS

         Each Borrower hereby agrees to the following terms with respect to
         Warehousing Advances made by the Lender to any other Borrower:

         1.       Each Borrower irrevocably, unconditionally and absolutely
         guarantees to the Lender the due and prompt payment, and not just the
         collectibility, of the principal of, and interest, fees and late
         charges and all other indebtedness, if any, on the Advances made to any
         other Borrower when due, whether at maturity, by acceleration or
         otherwise all at the times and places and at the rates described in,
         and otherwise according to the terms of the Note and the Agreement,
         whether now existing or hereafter created or arising.

         2.       Each Borrower further hereby irrevocably, unconditionally and
         absolutely guarantees to the Lender the due and prompt performance by
         all other Borrowers of all duties, agreements and obligations of any
         other Borrower contained in the Note and the Agreement, and the due and
         prompt payment of all costs and expenses incurred, including, without
         limitation, attorneys' fees, court costs and all other litigation
         expenses (including but not limited to expert witness fees, exhibit
         preparation, and courier, postage, communication and document copying
         expenses), in enforcing the payment and performance of the Note and the
         Agreement from any other Borrower (the payment and performance of the
         items set forth in Paragraphs 1 and 2 of this Exhibit I are
         collectively referred to as the ("Other Borrower Debt").

         3.       In the event any other Borrower shall at any time fail to pay
         the Lender any Other Borrower Debt when due, whether by acceleration or
         otherwise, each Borrower promises to pay such amount to the Lender
         forthwith, together with all collection costs and expenses, including,
         without limitation, attorneys' fees, court costs and all other
         litigation expenses (including but not limited to expert witness fees,
         exhibit preparation, and courier, postage, communication and document
         copying expenses).

         4.       Each Borrower does hereby (a) agree to any modifications of
         any terms or conditions of any Other Borrower Debt and/or to any
         extensions or renewals of time of payment or performance by any other
         Borrower; (b) agree that it shall not be necessary for the Lender to
         resort to legal remedies against any other Borrower, nor to take any
         action against any other Person obligated (an "Obligor") on or against
         any collateral for payment or performance of the Other Borrower Debt
         before proceeding against such Borrower; (c) agree that no release of
         the other Borrower or any other guarantor or Obligor, or of any
         collateral, for the Other Borrower Debt, whether by operation of law or
         by any act of the Lender, with or without notice to such Borrower,
         shall release such Borrower; and (d) waive notice of demand, dishonor,
         notice of dishonor, protest, and notice of protest and waive, to the
         extent permitted by law, all benefit of valuation, appraisement, and
         exemptions under the laws of the state of Minnesota or any other state
         or territory of the United States.

         5.       The obligations of each Borrower for the Other Borrower Debt
         shall be primary, absolute and unconditional, and shall remain in full
         force and effect without regard to, and shall not be impaired or
         affected by: (a) the genuineness, validity, regularity or
         enforceability of, or any amendment or change in the Agreement or the
         Note, or any change in or extension of the manner, place or terms of
         payment of, all or any portion of the Other Borrower Debt; (b) the
         taking or failure to take any action to enforce the Agreement or the
         Note, or the exercise or failure to exercise any remedy, power or
         privilege contained therein or available at law or otherwise, or the
         waiver by the Lender of any provisions of the Agreement or the Note;
         (c) any impairment, modification, change, release or


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         limitation in any manner of the liability of any other Borrower or its
         estate in bankruptcy, or of any remedy for the enforcement of any other
         Borrower's liability, resulting from the operation of any present or
         future provision of the bankruptcy laws or any other statute or
         regulation, or the dissolution, bankruptcy, insolvency, or
         reorganization of any other Borrower; (d) the merger or consolidation
         of any other Borrower, or any sale or transfer by any other Borrower of
         all or part of its assets or property; (e) any claim such Borrower may
         have against any other Borrower or any other Obligor, including any
         claim of contribution; (f) the release, in whole or in part, of any
         other guarantor (if more than one), any other Borrower or any other
         Obligor; (g) any other action or circumstance which (with or without
         notice to or knowledge of such Borrower) might in any manner or to any
         extent vary the risks of such Borrower or otherwise constitute a legal
         or equitable discharge or defense, it being understood and agreed by
         each Borrower that its obligations for the Other Borrower Debt shall
         not be discharged except by the full payment and performance of the
         Other Borrower Debt.

         6.       The Lender shall have the right to determine how, when and
         what application of payments and credits, if any, whether derived from
         a single Borrower or from any other source, shall be made on the
         Obligations and any other indebtedness owed by any Borrower and/or any
         other Obligor to the Lender.

         7.       The obligations of each Borrower hereunder shall continue to
         be effective, or be automatically reinstated, as the case may be, if at
         any time the performance or the payment, as the case may be, in whole
         or in part, of any of the Other Borrower Debt is rescinded or must
         otherwise be restored or returned by the Lender (as a preference,
         fraudulent conveyance or otherwise) upon the insolvency, bankruptcy,
         dissolution, liquidation or reorganization of any Borrower or any other
         person or upon or as a result of the appointment of a custodian,
         receiver, trustee or other officer with similar powers with respect to
         any Borrower or any other Person, or any substantial part of its
         property, or otherwise, all as though such payments had not been made.
         If an Event of Default shall at any time have occurred and be
         continuing or shall exist and declaration of default or acceleration
         under or with respect to the Other Borrower Debt shall at such time be
         prevented by reason of the pendency against any Borrower or any other
         Person of a case or proceeding under a bankruptcy or insolvency law,
         each Borrower agrees that its obligations for the Other Borrower Debt
         shall be deemed to have been declared in default or accelerated with
         the same effect as if such obligations had been declared in default and
         accelerated in accordance with their respective terms and each Borrower
         shall forthwith perform or pay, as the case may be, as required
         hereunder in accordance with the terms hereunder without further notice
         or demand.

         8.       Each Borrower hereby irrevocably waives any claim or other
         rights that he may now or hereafter acquire against any other Borrower
         that arises from the existence, payment, performance or enforcement of
         such Borrower's obligations for the Other Borrower Debt, including any
         right of subrogation, reimbursement, exoneration or indemnification,
         any right to participate in any claim or remedy of the Lender against
         any other Borrower or any collateral that the Lender now has or
         hereafter acquires, whether or not such claim, remedy or right arises
         in equity or under contract, statute or common law, including the right
         to take or receive from any other Borrower directly or indirectly, in
         cash or other property or by set-off or in any manner, payment or
         security on account of such claim or other rights. If any amount shall
         be paid to any Borrower in violation of the preceding sentence and the
         Other Borrower Debt shall not have been paid and performed in full,
         such amount shall be deemed to have been paid to such Borrower for the
         benefit of, and held in trust for, the Lender and shall forthwith be
         paid to the Lender to be credited and applied to the Other Borrower
         Debt, whether matured or unmatured. Notwithstanding the blanket waiver
         of subrogation rights as set forth above, each Borrower hereby
         specifically acknowledges that any subrogation rights which it may have
         against any other Borrower or any collateral that the Lender now has or
         hereafter acquires may be destroyed by a nonjudicial foreclosure of the
         collateral. This may give such Borrower a defense to a deficiency
         judgment against it. Such Borrower hereby irrevocably waives such
         defense. Each Borrower acknowledges that it will receive direct and
         indirect benefits from the arrangements


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         contemplated by the Agreement and the Note and that the waivers set
         forth in this Section are knowingly made in contemplation of such
         benefits.

         9.       No postponement or delay on the part of the Lender in the
         enforcement of any right with respect to the Obligations of any
         Borrower, including, without limitation, the Other Borrower Debt, shall
         constitute a waiver of such right and all rights of the Lender
         hereunder shall be cumulative and not alternative and shall be in
         addition to any other rights granted to the Lender in any other
         agreement or by law.

         10.      Any indebtedness of any Borrower now or hereafter held by any
         other Borrower is hereby subordinated to the indebtedness of the
         Borrowers to the Lender, and such indebtedness of any Borrower to any
         other Borrower shall, if the Lender so requests, be collected, enforced
         and received by the Borrower to which it is owed as trustee for the
         Lender and be paid over to the Lender on account of the indebtedness of
         any other Borrower to the Lender.


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