<PAGE>

                                                                    EXHIBIT 10.4

                               THIRD AMENDMENT TO
                           FIRST AMENDED AND RESTATED
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT

THIRD AMENDMENT TO FIRST AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY
AGREEMENT (this "Amendment") dated as of August 22, 2003, between Oak Street
Mortgage LLC, a Delaware limited liability company ("Oak Street LLC"), OAK
STREET MORTGAGE, INC., a Delaware corporation ("Oak Street Inc."), and OAK
STREET MORTGAGE OF TENNESSEE LLC, a Tennessee limited liability company ("Oak
Street TN") ("Oak Street LLC, Oak Street Inc. and Oak Street TN are collectively
referred to as "Borrower") and RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation ("Lender").

A.       Borrower and Lender have entered into a revolving mortgage warehousing
         facility with a present Warehousing Commitment Amount of $150,000,000,
         which is evidenced by a First Amended and Restated Warehousing
         Promissory Note dated August 31, 2002, a Sublimit Promissory Note dated
         August 31, 2002 (the "Notes"), and by a First Amended and Restated
         Warehousing Credit and Security Agreement dated as of August 31, 2002
         (as the same may have been and may be amended or supplemented, the
         "Agreement").

B.       Borrower has requested that Lender increase the Warehousing Commitment
         Amount and amend certain other terms of the Agreement, and Lender has
         agreed to such increase and those other amendments, subject to the
         terms and conditions of this Amendment.

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

1.       Subject to Borrower's satisfaction of the conditions set forth in
         Section 8, the effective date of the Amendment is August 7, 2003,
         except that the effective date of the Warehousing Commitment Fee is
         September 1, 2003 ("Effective Date").

2.       Unless otherwise defined in this Amendment, all capitalized terms have
         the meanings given to those terms in the Agreement. Defined terms may
         be used in the singular or the plural, as the context requires. The
         words "include," "includes" and "including" are deemed to be followed
         by the phrase "without limitation." Unless the context in which it is
         used otherwise clearly requires, the word "or" has the inclusive
         meaning represented by the phrase "and/or." References to Sections and
         Exhibits are to Sections and Exhibits of this Amendment unless
         otherwise expressly provided.

3.       The Title Page and the Table of Contents in the Agreement are amended
         and restated in their entirety as set forth in the new Title Page and
         Table of Contents attached to this Amendment.

4.       Article 1 of the Agreement is amended and restated in its entirety as
         set forth in Article 1 attached to this Amendment. All references in
         the Agreement and other Loan Documents to Article 1 (including each and
         every Section in Article 1) are deemed to refer to the new Article 1.

5.       Article 3 of the Agreement is amended and restated in its entirety as
         set forth in Article 3 attached to this Amendment. All references in
         the Agreement and other




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

<PAGE>

         Loan Documents to Article 3 (including each and every Section in
         Article 3) are deemed to refer to the new Article 3.

6.       Article 6 of the Agreement is amended and restated in its entirety as
         set forth in Article 6 attached to this Amendment. All references in
         the Agreement and other Loan Documents to Article 6 (including each and
         every Section in Article 6) are deemed to refer to the new Article 6.

7.       Article 7 of the Agreement is amended and restated in its entirety as
         set forth in Article 7 attached to this Amendment. All references in
         the Agreement and other Loan Documents to Article 7 (including each and
         every Section in Article 7) are deemed to refer to the new Article 7.

8.       Article 8 of the Agreement is amended and restated in its entirety as
         set forth in Article 8 attached to this Amendment. All references in
         the Agreement and other Loan Documents to Article 8 (including each and
         every Section in Article 8) are deemed to refer to the new Article 8.

9.       Article 9 of the Agreement is amended and restated in its entirety as
         set forth in Article 9 attached to this Amendment. All references in
         the Agreement and other Loan Documents to Article 9 (including each and
         every Section in Article 9) are deemed to refer to the new Article 9.

10.      Article 10 of the Agreement is amended and restated in its entirety as
         set forth in Article 10 attached to this Amendment. All references in
         the Agreement and other Loan Documents to Article 10 (including each
         and every Section in Article 10) are deemed to refer to the new Article
         10.

11.      Article 11 of the Agreement is amended and restated in its entirety as
         set forth in Article 1 attached to this Amendment. All references in
         the Agreement and other Loan Documents to Article 11 (including each
         and every Section in Article 11) are deemed to refer to the new Article
         11.

12.      Article 12 of the Agreement is amended and restated in its entirety as
         set forth in Article 12 attached to this Amendment. All references in
         the Agreement and other Loan Documents to Article 12 (including each
         and every Section in Article 12) are deemed to refer to the new Article
         12.

13.      Exhibit E to the Agreement is amended and restated in its entirety as
         set forth in Exhibit E to this Amendment. All references in the
         Agreement and the other Loan Documents to Exhibit E are deemed to refer
         to the new Exhibit E.

14.      Exhibit H to the Agreement is amended and restated in its entirety as
         set forth in Exhibit H to this Amendment. All references in the
         Agreement and the other Loan Documents to Exhibit H are deemed to refer
         to the new Exhibit H.

15.      The Agreement is hereby amended to add Exhibit J in the form attached
         hereto.

16.      Borrower must deliver to Lender (a) two executed copies of this
         Amendment and (b) a $700 document production fee.

17.      Borrower represents, warrants and agrees that (a) there exists no
         Default or Event of Default under the Loan Documents, (b) the Loan
         Documents continue to be the legal, valid and binding agreements and
         obligations of Borrower, enforceable in accordance with their terms, as
         modified by this Amendment, (c) Lender is not in

<PAGE>

         default under any of the Loan Documents and Borrower has no offset or
         defense to its performance or obligations under any of the Loan
         Documents, (d) except for changes permitted by the terms of the
         Agreement, Borrower's representations and warranties contained in the
         Loan Documents are true, accurate and complete in all respects as of
         the Effective Date and (e) there has been no material adverse change in
         Borrower's financial condition from the date of the Agreement to the
         Effective Date.

18.      Except as expressly modified, the Agreement is unchanged and remains in
         full force and effect, and Borrower ratifies and reaffirms all of its
         obligations under the Agreement and the other Loan Documents.

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

IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be duly
executed on their behalf by their duly authorized officers as of the day and
year above written.

                                    OAK STREET MORTGAGE LLC,
                                    a Delaware limited liability company

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

                                    Its:    Chief Financial Officer

                                    OAK STREET MORTGAGE, INC.,
                                    a Delaware corporation

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

                                    Its:    Chief Financial Officer

                                    OAK STREET MORTGAGE OF TENNESSEE LLC,
                                    a Tennessee limited liability company

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

                                    Its:    Chief Financial Officer

                                    RESIDENTIAL FUNDING CORPORATION,
                                    a Delaware corporation

                                    By:     /s/ Donna A. Wesl
                                       -----------------------------------------

                                    Its:    Managing Director

<PAGE>

GMAC Residential Funding

--------------------------------------------------------------------------------
                     FIRST AMENDED AND RESTATED WAREHOUSING
                         CREDIT AND SECURITY AGREEMENT
--------------------------------------------------------------------------------

                                     BETWEEN

                            OAK STREET MORTGAGE LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

                                       AND

                      OAK STREET MORTGAGE OF TENNESSEE LLC,
                      A TENNESSEE LIMITED LIABILITY COMPANY

                                       AND

                           OAK STREET MORTGAGE, INC.,
                             A DELAWARE CORPORATION

                                       AND

                        RESIDENTIAL FUNDING CORPORATION,
                             A DELAWARE CORPORATION

                           DATED AS OF AUGUST 31, 2002

<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. Liquid Assets..................................................................................     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>                                                                                                     <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

Exhibit J                  Collateral Operations Fee Schedule

<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 OAK STREET MORTGAGE LLC, a Delaware limited liability
company f/ka Cresleigh Financial Services LLC ("Oak Street LLC"), OAK STREET
MORTGAGE OF TENNESSEE LLC, a Tennessee limited liability company f/k/a CRESLEIGH
BANCORP OF TENNESSEE LLC ("Oak Street of TN"), OAK STREET MORTGAGE, INC., a
Delaware corporation f/k/a CRESLEIGH FINANCIAL SERVICES, INC. ("Oak Street
Inc.") (Oak Street LLC, Oak Street of TN and Oak Street 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 Oak Street LLC, Oak Street of TN or to Oak Street Inc., as requested by
Oak Street LLC, Oak Street of TN or Oak Street Inc., respectively, will be
deemed made to or for the benefit of Oak Street LLC and Oak Street of TN and Oak
Street Inc., jointly and severally, and each of Oak Street LLC, Oak Street of TN
and Oak Street Inc. are obligated to repay any Warehousing Advances made to Oak
Street LLC, Oak Street of TN or to Oak Street 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
<PAGE>

1.2.     EXPIRATION OF WAREHOUSING COMMITMENT

The Warehousing Commitment expires on the earlier of ("Warehousing Maturity
Date"): (a) March 27, 2005, 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 2
<PAGE>

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 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.

         (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.



                                                                          Page 2
<PAGE>

         (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 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



                                                                          Page 3
<PAGE>

         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 set
forth in Exhibit J. The Warehousing Commitment Fee is payable quarterly in
advance. 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



                                                                          Page 4
<PAGE>

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 set forth
in Exhibit J. The Non-Usage Fee is payable monthly, in arrears. 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 J 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.

3.8.     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,



                                                                          Page 5
<PAGE>

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 6
<PAGE>

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)  Oak Street 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. Oak
         Street 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 Oak Street 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 Oak Street LLC transacts business. Oak
         Street 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 Oak
         Street LLC. Each of Oak Street 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)  Oak Street of TN 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. Oak
         Street of TN 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 Oak Street of TN'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 Oak Street of TN transacts business. Oak
         Street of TN 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 Oak
         Street of TN. Each of Oak Street of TN'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)  Oak Street 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. Oak Street Inc. is duly qualified
         as a foreign corporation to do business and is in good standing in each



                                                                          Page 1
<PAGE>

         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 Oak
         Street 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 Oak
         Street Inc. transacts business. Oak Street 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 Oak Street Inc. Each of Oak Street 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 Oak Street LLC (and, Oak Street 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 Oak Street LLC for the month ended on each Statement
Date, furnished to Lender, fairly present the financial condition of Oak Street
LLC (and, Oak Street 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 Borrowers had, on each Statement Date, no known
material liabilities, direct or indirect, fixed or



                                                                          Page 2
<PAGE>

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, 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



                                                                          Page 3
<PAGE>

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 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



                                                                          Page 4
<PAGE>

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 5
<PAGE>

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 Oak Street LLC's fiscal
         year, an interim statement of income of Oak Street LLC (and, Oak Street
         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 Oak Street LLC, fiscal year-end statements of
         income, changes in Equity Interests and cash flow of Oak Street LLC
         (and, Oak Street 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 Oak Street 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.



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<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. After Borrower implements FASB 91 this report
         will no longer be required.

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)  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 all
         investments in Affiliates, advances to and receivables from Affiliates
         and amounts owed to Affiliates by Borrower.

7.3 (f)  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 (g)  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



                                                                          Page 2
<PAGE>

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 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.



                                                                          Page 3
<PAGE>

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 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 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 5
<PAGE>

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, except for obligations
arising in connection with the sale of Mortgage Loans with recourse in the
ordinary course of Borrower's business, and except for a limited guaranty of
$2,500,000 given by Oak Street LLC to Bank One in connection with Bank One
providing a $15,000,000 line of credit to Oak Street Funding LLC.

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 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, except
to comply with FASB 91.

8.8.     LEVERAGE RATIO

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

8.9.     MINIMUM TANGIBLE NET WORTH

Permit Oak Street LLC's Tangible Net Worth at any time to be less than (a)
$10,000,000 plus (b) 50% of Oak Street LLC's net income after taxes and
distributions to members for tax purposes, if positive, for each six-month
period ending on June 30 or December 31 of any year. Adjustments will occur on
the first Business Day after the end of each six-month period.

8.10.    CURRENT RATIO

Permit Oak Street LLC's Current Ratio at any time to be less than 1.03 to 1.

8.11.    LIQUID ASSETS

Permit Oak Street LLC's Liquid Assets at any time to be less than $5,000,000.

8.12.    TRANSACTIONS WITH AFFILIATES

Directly or indirectly (a) make any loan, advance, extension of credit or
capital contribution to any of Borrowers' Affiliates, except Oak Street LLC may
(i) loan H&K Collections, LLC $1,000,000 to fund the initial start up of the
joint venture, (ii) contribute $2,500,000 to Oak Street Funding LLC to initially
capitalize this entity, and (iii) contribute $700,000 to initially capitalize
H&K Collections, LLC, (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 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 3
<PAGE>

SPECIAL REPRESENTATIONS, WARRANTIES AND COVENANTS CONCERNING COLLATERAL

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

Oak Street 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 Oak Street 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 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 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 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.

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.



                                                                          Page 4
<PAGE>

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 5
<PAGE>

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 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 Oak
         Street LLC unless a substitute reasonably acceptable to Lender has been
         elected within 90 days thereafter; or

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

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

10.1 (r) 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.

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



                                                                          Page 2
<PAGE>

         (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 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



                                                                          Page 3
<PAGE>

         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 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



                                                                          Page 4
<PAGE>

         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.

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 5
<PAGE>

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:            Oak Street Mortgage LLC
                                        Oak Street Mortgage of Tennessee LLC
                                        Oak Street Mortgage, 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 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



                                                                          Page 1
<PAGE>

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.

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.



                                                                          Page 2
<PAGE>

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.

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.



                                                                          Page 3
<PAGE>

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 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.



                                                                          Page 4
<PAGE>

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 5
<PAGE>

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 quoted or published for any period, then during
that period the term "Bank One Prime Rate"



                                                                          Page 1
<PAGE>

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 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.

"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.



                                                                          Page 2
<PAGE>

"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.

"Daily Outstanding Balances" has the meaning set forth in Section 3.11.

"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.

"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.



                                                                          Page 3
<PAGE>

"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.

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

"Excess Usage Day" has the meaning set forth in Section 3.11.

"Excess Usage Fee" has the meaning set forth in Section 3.11.

"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.



                                                                          Page 4
<PAGE>

"Existing Agreement" means the Warehousing Credit and Security Agreement dated
as of June 30, 2000, as amended, between Oak Street Mortgage LLC f/k/a 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.

"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.



                                                                          Page 5
<PAGE>

"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 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.



                                                                          Page 6
<PAGE>

"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).

"Liquid Assets" means the following assets owned by a Person (and, if
applicable, that Person's Subsidiaries, on a consolidated basis) as of any date
of determination: (a) unrestricted and unencumbered cash, (b) funds on deposit
in accounts with any bank located in the United States (net of the aggregate
amount payable under all outstanding and unpaid checks, drafts and similar items
drawn by a Person against those accounts), (c) investment grade commercial
paper, (d) money market funds and (e) marketable securities, plus, in the case
of Borrower and in the absence of a Default or Event of Default, (f) the amount
of any Buydowns and Excess Buydowns.

"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.



                                                                          Page 7
<PAGE>

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

"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 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 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, to the extent Borrower has not yet
implemented 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.

"Usage Target" has the meaning set forth in Section 3.11.

"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



                                                                         Page 10
<PAGE>

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 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 $200,000,000.

"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



                                                                         Page 11
<PAGE>

         those other agreements until the Obligations of Borrower under this
         Agreement, the 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
<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 Oak Street Mortgage LLC ("Oak Street LLC"), OAK STREET MORTGAGE
OF TENNESSEE LLC ("Oak Street of TN") and OAK STREET MORTGAGE, INC. ("Oak Street
Inc.") (Oak Street LLC, Oak Street of TN and Oak Street Inc. are collectively
referred to as the "Borrowers") and RESIDENTIAL FUNDING CORPORATION ("Lender"),
dated as of August 31, 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 ,
("Statement Date") and with respect to Oak Street LLC (and Oak Street LLC's
Subsidiaries on a consolidated basis):

20.      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.

21.      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.

22.      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.

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

24.      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 to that Default or Event of Default.

25.      Pursuant to Section 7.2 of the Agreement, enclosed are the financial
         statements of Oak Street 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 Oak Street LLC
         (and Oak Street LLC's Subsidiaries on consolidated basis) as of the
         Statement Date.

Dated:_______________________________       OAK STREET MORTGAGE LLC,

                                            a Delaware limited liability company

                                            By:_________________________________

                                            Its:________________________________



                                    Page 13
<PAGE>

                 CALCULATIONS SUPPORTING COMPLIANCE CERTIFICATE

Borrower Name:    Oak Street Mortgage LLC (and, if applicable, its Subsidiaries)

Statement Date:   ____________________

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

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

         A.       Net Worth of is:

                  Excess of total assets over total liabilities:                $_________________________

                  Plus:    Subordinated Debt (or any portion of that
                           Subordinated Debt) due (must be more
                           than 6 months after the Warehousing
                           Maturity Date):                                      $_________________________

                  Minus:   Advances or loans to or receivables due from,
                           members, managers or Affiliates or any
                           shareholder, director or officer of any manager,
                           member or Affiliate that Lender deems
                           intangible:                                          $_________________________

                  Minus:   Investments in Affiliates deemed intangible
                           by Lender:                                           $_________________________

                  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.       Minimum Tangible Net Worth of Oak Street LLC is:

                  (i)      Base Minimum:                                        $_________________________

                  (ii)     50% of positive net income for completed 6-month
                           period after taxes and distributions to members for
                           tax purposes for each 6-month period:                $_________________________

                  New Minimum ((i) plus (ii)):                                  $_________________________

         C.       Requirements of Section 8.9 of the Agreement:
</TABLE>



                                    Page 14
<PAGE>

<TABLE>
<S>      <C>                                                                    <C>
                  OAK STREET LLC'S TANGIBLE NET WORTH MUST BE AT LEAST
                  $10,000,000 PLUS 50% OF OAK STREET LLC'S NET INCOME AFTER
                  TAXES AND DISTRIBUTIONS TO MEMBERS FOR TAX PURPOSES, IF
                  POSITIVE, FOR EACH SIX-MONTH PERIOD ENDING ON JUNE 30 OR
                  DECEMBER 31 OF ANY YEAR. ADJUSTMENTS WILL OCCUR ON THE FIRST
                  BUSINESS DAY AFTER THE END OF EACH SIX-MONTH PERIOD.

         D.       COVENANT SATISFIED: _____    COVENANT NOT SATISFIED: _____

2.       DEBT OF BORROWER

         A.       Borrower'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:   Subordinated Debt (or any portion of that
                           Subordinated Debt) due (must be more than
                           6 months after the Warehousing
                           Maturity Date):                                      $_________________________

         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 (adjusted for Hedging Arrangements)
                  to Tangible Net Worth is (2.C. to 1.A.):                      __________ to 1

         B.       Requirements of Section 8.8 of the Agreement:

                  BORROWER'S leverage ratio MUST not exceed 20 to 1.

         C.       COVENANT SATISFIED: ____     COVENANT NOT SATISFIED:          ____

4.       LIQUID ASSETS OF BORROWER

         A.       The following unrestricted and unencumbered assets:

                  Cash:                                                         $_________________________

                  Funds on deposit in any United States bank
                  (net of all outstanding checks, drafts and
                  similar items):                                               $_________________________

                  Investment grade commercial paper:                            $_________________________

                  Money market funds:                                           $_________________________
</TABLE>



                                    Page 15
<PAGE>

<TABLE>
<S>      <C>                                                                    <C>
                  Marketable securities:                                        $_________________________

                  Buydown:                                                      $_________________________

                  Excess Buydown:                                               $_________________________

         B.       LIQUID ASSETS                                                 $_________________________

                  Requirements of Section 8.11 of the Agreement:

                  borrower's LIQUID ASSETS must not be less than $5,000,000.

         C.       COVENANT SATISFIED: ____     COVENANT NOT SATISFIED:          ____

5. TRANSACTIONS WITH AFFILIATES

         A.       Loans, advances, and extensions of credit by
                  Borrower to its Affiliates during the current fiscal year:    $_________________________

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

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

         D.       Management fees paid by Borrower to Affiliates
                  during the current fiscal year:                               $_________________________

         E.       Requirements of Section 8.12 of the Agreement:
</TABLE>

                  (1)      CONTRIBUTIONS BY OAK STREET LLC TO H&K COLLECTIONS
                           LLC MUST NOT EXCEED A LOAN IN THE AMOUNT OF
                           $1,000,000 AND A CAPITAL CONTRIBUTION IN THE AMOUNT
                           OF $700,000.

                           COVENANT SATISFIED: ____  COVENANT NOT SATISFIED: ___

                  (2)      CONTRIBUTIONS BY OAK STREET LLC TO OAK STREET FUNDING
                           LLC MUST NOT EXCEED A CAPITAL CONTRIBUTION IN THE
                           AMOUNT OF $2,500,000.

                           COVENANT SATISFIED: ____  COVENANT NOT SATISFIED: ___

                  (3)      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: ___

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

                           COVENANT SATISFIED: ____  COVENANT NOT SATISFIED: ___

                  (5)      BORROWER MAY NOT PAY ANY MANAGEMENT FEES TO ITS
                           AFFILIATES.



                                    Page 16
<PAGE>

                           COVENANT SATISFIED: ____  COVENANT NOT SATISFIED: ___

<TABLE>
<S>      <C>                                                                   <C>
6.       CURRENT RATIO

         A.       Current Assets:

                  Cash:                                                         $_________________________

                  Temporary investments:                                        $_________________________

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

                  Accounts and accrued interest receivable
                  (net of any allowance for doubtful accounts):                 $_________________________

                  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:                 $_________________________

                  TOTAL CURRENT ASSETS:                                         $_________________________

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

                  Warehouse notes payable:                                      $_________________________

                  Other notes payable:                                          $_________________________

                  Repurchase agreements:                                        $_________________________

                  Accounts payable and accrued expenses:                        $_________________________

                  TOTAL CURRENT LIABILITIES:                                    $_________________________

         C.       Current Ratio:                                                 _____________________ to 1

         D.       Requirements of Section 8.10 of the Agreement:

                  BORROWER'S current ratio MUST not exceed 1.03 to 1.

         E.       COVENANT SATISFIED: ____     COVENANT NOT SATISFIED:    ______

</TABLE>


                                    Page 17
<PAGE>

7.       LOAN PRODUCTION VOLUME

<TABLE>
<CAPTION>
                                                                  Aggregate Mortgage Note
          Loan Type                 Number of Mortgage Loans               Amount
-----------------------------------------------------------------------------------------
<S>                                 <C>                           <C>
    Prime Mortgage Loans
-----------------------------------------------------------------------------------------
   Subprime Mortgage Loans
-----------------------------------------------------------------------------------------
   High LTV Mortgage Loans
-----------------------------------------------------------------------------------------
 Repurchased Mortgage Loans
-----------------------------------------------------------------------------------------
Nonperforming Mortgage Loans
-----------------------------------------------------------------------------------------
       REO Properties
-----------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>      <C>                                   <C>
8.       INVESTMENTS IN AFFILIATES

         K, S, & K, LLC                        $ _________________
         Creations Title LLC                   $ _________________
         Great Western Loan & Investments LP   $ _________________
         Oak Street Funding LLC                $ _________________
         H&K Collections LLC                   $ _________________

9.       ADVANCES TO & RECEIVABLES FROM AFFILIATES

         K, S, & K, LLC                        $ _________________
         Creations Title LLC                   $ _________________
         Great Western Loan & Investments LP   $ _________________
         Oak Street Funding LLC                $ _________________
         H&K Collections LLC                   $ _________________

10.      AMOUNTS OWED TO AFFILIATES

         K, S, & K, LLC                        $ _________________
         Creations Title LLC                   $ _________________
         Great Western Loan & Investments LP   $ _________________
         Oak Street Funding LLC                $ _________________
         H&K Collections LLC                   $ _________________
</TABLE>


                                    Page 18

<PAGE>

                                                                       EXHIBIT H

                         ELIGIBLE LOANS AND OTHER ASSETS

                             Oak Street Mortgage LLC
                            Oak Street Mortgage, Inc.
                      Oak Street Mortgage of Tennessee LLC

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 a 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 a Mortgage Loan
                  with an original principal balance in excess of $2,000,000.

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

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:

11.      PRIME MORTGAGE LOAN

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

         (i)      For a First Mortgage Loan:


                                    Page 19

<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 Prime Mortgage Loan is
                  insured by or subject to a commitment for mortgage insurance
                  in an amount and on terms and conditions that satisfy the
                  underwriting standards of Fannie Mae or Freddie Mac; 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:

         (i) Other Mortgage Loans:              1.00% over LIBOR

         (ii) Aged Mortgage Loans:              1.50% over LIBOR

(c)      Prime Sublimit:                        $24,000,000

         (i) First Mortgage Loan:               $24,000,000

         (ii) Second Mortgage Loan:             $12,000,000

         (iii) Aged Mortgage Loans:             $600,000

(d)      Committed/Uncommitted:

         (i) First Mortgage Loans:              Purchase Commitment required

         (ii) Second Mortgage Loans:            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) of
                                                the Mortgage Note Amount or (ii)
                                                the Committed Purchase Price


(h)      Uncommitted Advance Rate:                *  % of the Mortgage Note
                                                Amount

(i)      Standard Warehouse Period:             90 days

(j)      Aged Warehouse Period:                 120 days


                                    Page 20
<PAGE>

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

                                                On the day a Pledged Loan
                                                becomes an Aged Mortgage Loan,
                                                the Warehousing 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.

12.      SUBPRIME MORTGAGE LOAN

(a)      Definition: A First Mortgage Loan or 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 Lender), and that is
acceptable for purchase by at least two Investors.

(b)      Interest Rate:

     (ii) Other Mortgage Loans:              1.00% over LIBOR

     (ii) Aged Mortgage Loans:               1.50% over LIBOR

(c)      Subprime Sublimit: $200,000,000

     (i)  First Mortgage Loan:              $200,000,000

     (ii) Second Mortgage Loan:             $40,000,000

     (iii) Aged Mortgage Loans:             $10,000,000

(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) of
                                            the Mortgage Note Amount or (ii)
                                            the Committed Purchase Price

(h)      Uncommitted Advance Rate:

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

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

(i)      Standard Warehouse Period:         90 days

(j)      Aged Warehouse Period:             180 days



                                    Page 21
<PAGE>



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

                                                On the day a Pledged Loan
                                                becomes an Aged Mortgage Loan,
                                                the Warehousing 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 Warehousing
                                                Advance must be reduced by 5% of
                                                the Mortgage Note Amount.

13.      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 eligibility criteria set forth in the GMAC-RFC Client
Guide and for which an AssetWise Certificate has been issued.

(b)      Interest Rate:                     2.00% over LIBOR

(c)      High LTV Sublimit:                 $1,000,000

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

(e)      Wet Settlement Advances:           Permitted

(f)      Aged Mortgage Loans:               Not Permitted

(g)      Committed Advance                  Rate:

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

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

(h)      Standard Warehouse Period:         45 days

14.      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.



                                    Page 22
<PAGE>
                                  Schedule 1-9


         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.


(b)      Interest Rate:                         3.25% over LIBOR

(c)      Sublimit:                              $2,400,000

(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)      Standard Warehouse Period:             365 days

(j)      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

(k)      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




                                    Page 23


<PAGE>

                                                                       EXHIBIT J

                       COLLATERAL OPERATIONS FEE SCHEDULE
                                 (SINGLE FAMILY)

                                    LOAN FEES

Warehousing Commitment Fees                     (i) 0.125% per annum of
                                                $125,000,000 through August 31,
                                                2003, computed on the basis of
                                                the actual number of days in
                                                each Calendar Quarter and a year
                                                of 360 days and (ii) thereafter,
                                                0.125% per annum of the
                                                Warehousing Commitment Amount,
                                                computed on the basis of the
                                                actual number of days in each
                                                Calendar Quarter and a year of
                                                360 days.

Non-Usage Fees                                  0.125% per annum of the Unused
                                                Portion during such month,
                                                except that no Non-Usage Fee
                                                will be payable for any month in
                                                which the Used Portion equals or
                                                exceeds 50% of the Warehousing
                                                Commitment Amount computed on
                                                the basis of the actual number
                                                of days in each month and a year
                                                of 360 days.

Loan Package Fee                                $20.00*

Wire Fee                                        $7.50

* Should Borrower opt to use MERS, the Loan Package Fee will be $15.00.

                           COLLATERAL OPERATIONS FEES

     Reservation Number Fee                       $5 per Reservation Number
                                                   (Good funds states only)

Restocking Fee for Mortgage Loans
 Returned to Lender by Investors                    $10 per Mortgage Loan

        Returned Wire Fee                                $10 per wire


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<PAGE>
                           COLLATERAL OPERATIONS FEES

<TABLE>
<S>                                                               <C>
     Early Payoff Fee (payoff of Warehousing
        Advance prior to check clearance)                         $25 per Mortgage Loan
---------------------------------------------------------------------------------------
  Late Fee for Interest or Fees not paid within
       time period specified in Agreement                          $50 per occurrence
---------------------------------------------------------------------------------------
                  Overdraft Fee                                    $60 per occurrence
---------------------------------------------------------------------------------------
     Security Pick-up, Delivery and DK Fees                        $45 per transaction
---------------------------------------------------------------------------------------
          PRIOR DAY BANK REPORTING FEE:
---------------------------------------------------------------------------------------
-   Warehousing Commitments of up to $50 million                     $300 per month
---------------------------------------------------------------------------------------
-   Warehousing Commitments of more than $50 million                 $400 per month
    but less than $100 million
---------------------------------------------------------------------------------------
-   Warehousing Commitments of more than $100 million                $500 per month
---------------------------------------------------------------------------------------
          Intra-Day Bank Reporting Fee                               $300 per month
---------------------------------------------------------------------------------------
</TABLE>


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