Common use of Commitment Clause in Contracts

Commitment. Subject to and upon the terms and conditions set ---------- forth herein, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject From and including the date of this Agreement and prior to and upon its respective Commitment Maturity Date, each Lender severally agrees, on the terms and conditions set ---------- forth hereinout in this Agreement, to (a) make Revolving Loans to any Borrower (or, in the Lender agreescase of EDC, at any time and EDC Permitted Borrower) in Agreed Currencies upon the request of any Borrower from time to time and (b) participate in Facility LCs issued upon the request of any Borrower (or, in the case of EDC, any EDC Permitted Borrower) or any Subsidiary, provided that, after giving effect to the making of each such Revolving Loan and the issuance of each such Facility LC, such Lender's Dollar Amount of its Outstanding Credit Exposure shall not exceed its Commitment, provided that (i) at no time shall Revolving Loans be outstanding hereunder in more than three different Agreed Currencies, (ii) at no time shall the Dollar Amount of Revolving Loans made in Agreed Currencies other than Dollars exceed the Aggregate Commitments and (iii) all Floating Rate Loans shall be made in Dollars. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow the Revolving Loans at any time prior to the Expiry Date (or such earlier date as the Facility Termination Date. Each Lender's Commitment to extend credit hereunder shall have been terminated pursuant to expire on its respective Commitment Maturity Date. The LC Issuers will issue Facility LCs hereunder on the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided conditions set out in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment2.26.

Commitment. Subject to and upon the terms and conditions set ---------- forth hereinof this Agreement, each Lender severally agrees to make Advances to the Lender agrees, at any time and Borrower under the Revolving Credit Facility from time to time prior from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the Expiry Date (or total borrowing requested by the Borrower on any day determined by such earlier date as Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have been terminated pursuant to the terms hereof), no obligation to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: any such Advance (i) shall be made at any time so long as a Default or an Event of Default has occurred and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with not exceed the provisions hereof; and (iv) shall be made against the pledge by Total Revolving Credit Commitment. Within such limits, the Borrower of Eligible Mortgage Loansmay borrow, Eligible Nonconforming Mortgage Loans or Liquid Assets repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as Collateral for such Advance as provided herein to borrowings and in reborrowings) not including, the Warehouse Security AgreementRevolving Credit Termination Date; provided, however, that (1y) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment Stated Termination Date and (yz) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the Borrowing Baseprovisions of Section 2.8, at such time, (2) be repaid only on the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% last day of the CommitmentInterest Period with respect thereto unless such payment is accompanied by the additional payment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitmentif any, (4) the aggregate principal amount of Advances outstanding at any time secured required by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentSection 5.4.

Commitment. Subject to and upon the terms and conditions ---------- herein set ---------- forth, each Lender severally agrees to make a loan or loans (each, a "Loan" and, collectively, the "Loans") to the Borrower, which Loans shall be drawn, to the extent such Lender has a commitment under such Facility, under the B Term Facility, the C Term Facility, the Revolving Facility and the Acquisition Facility, as set forth below: (a) Loans under the B Term Facility (each, a "B Term Loan" and, collectively, the "B Term Loans") (i) shall be made to the Borrower pursuant to one or more drawings on and after the Closing Date and prior to the B Termination Date, provided that B Term Loans incurred pursuant to B Term Commitments created pursuant to a B Term Commitment Renewal shall not be subject to the foregoing but shall be made within the time frame specified in the definition of B Term Commitment Renewal, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all B Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of Loans of the same Type and (iii) shall not exceed in aggregate principal amount for any Lender agreesin respect of any incurrence of B Term Loans the B Term Commitment, if any, of such Lender as in effect immediately prior to such incurrence. Once repaid, B Term Loans may not be reborrowed, provided that B Term Loans may be subsequently incurred to the extent of the B Term Commitments created pursuant to the B Term Commitment Renewal. (b) Loans under the C Term Facility shall be made pursuant to the Total C Term Commitment (each, a "C Term Loan-Floating Rate" and, collectively, the "C Term Loans-Floating Rate") and pursuant to the CoBank Commitment (each, a "C Term Loan-Fixed Rate" and, collectively, the "C Term Loans-Fixed Rate"), with (A) the C Term Loans-Floating Rate (i) to be made to the Borrower pursuant to a single drawing on the Closing Date (and not thereafter), (ii) except as hereinafter provided, and, in any event, at the option of the Borrower, to be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all C Term Loans-Floating Rate made as part of the same Borrowing shall, unless specifically provided herein, consist of Loans of the same Type and (iii) not to exceed in aggregate principal amount for any Lender at the time of incurrence of C Term Loans-Floating Rate the C Term Commitment, if any, of such Lender as in effect on such date immediately prior to such incurrence and (B) the C Term Loans-Fixed Rate to be made to the Borrower by CoBank on the Closing Date (and not thereafter) by converting the CoBank Continuing Loans into C Term Loans-Fixed Rate in the aggregate amount of the CoBank Commitment. Once repaid, C Term Loans-Floating Rate and C-Term Loans- Fixed Rate may not be reborrowed. (c) Loans under the Revolving Facility (each, an "RF Loan" and, collectively, the "RF Loans") (i) shall be made to the Borrower at any time and from time to time on and after the Closing Date and prior to the Expiry Date AF/RF Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all RF Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed (giving effect to any incurrence thereof and the use of the proceeds of such earlier date as incurrence) for any Lender in aggregate principal amount at any time outstanding the Commitment shall have been terminated pursuant to Revolving Commitment, if any, of such Lender at such time. (d) Loans under the terms hereof)Acquisition Facility (each, to make an advance or advances (each an "AdvanceAF Loan" and, collectively, the "AdvancesAF Loans") to the Borrower, which Advance: ) (i) shall be made to the Borrower at any time and from time to time in accordance with the terms hereof on and after the Effective B Utilization Date and prior to the Expiry AF/RF Maturity Date; , (ii) shall bear interest except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided in Section 2.07; that all AF Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type, (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; , and (iv) shall be made against not exceed (giving effect to any incurrence thereof and the pledge by use of the Borrower proceeds of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral such incurrence) for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding any Lender at any time shall not exceed outstanding in aggregate principal amount the lesser Acquisition Commitment, if any, of (x) the Commitment and (y) the Borrowing Base, such Lender at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject to and upon This letter (the terms and conditions set ---------- forth herein“Letter Agreement”) will confirm for the benefit of Buyer, the Lender agreescommitment of Takuan, at any time LLC, a North Carolina limited liability company (“Takuan”), the ▇▇▇ ▇./▇▇▇▇ ▇. ▇▇▇▇ Generation Skipping Trust (the “Trust” and from time to time prior to together with Takuan, the Expiry Date “Entities”) and J. ▇▇▇▇ ▇▇▇▇ (or such earlier date as the Commitment shall have been terminated pursuant to “Individual” and together with the terms hereofEntities, the “Undersigned”), to make an advance or advances subscribe for Class L and Class A common stock of Buyer (each an "Advance" and, collectively, “Subscribed Shares”) for aggregate consideration consisting of (a) the "Advances"number of Shares set forth on Schedule A (the “Committed Shares”) to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (ivb) shall be made against proceeds from the pledge by Merger with an aggregate value as set forth on Schedule A (the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement“Committed Proceeds”); provided, however, that (1) the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed Merger Consideration, as the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% same exists as of the Commitmentdate hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate principal consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of Wet Advances outstanding at any time shall his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not exceed 30% later than three (3) Business Days prior to the consummation of the Commitment, (4) Merger in accordance with the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% terms of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"Merger Agreement), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% so long as in connection therewith either or both of the Nonconforming CommitmentEntities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, (7) after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% value of the Nonconforming CommitmentCommitted Shares and the Committed Proceeds, (8) when viewed immediately prior to giving effect to such election by the aggregate principal amount of Advances outstanding at any time secured Individual and such election by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentsuch Entity, unchanged.

Commitment. Subject to and upon the terms and conditions ---------- herein set ---------- forth hereinforth, the each Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), severally agrees to make an advance a loan or advances loans (each an a "AdvanceLoan" and, collectively, the "AdvancesLoans") to the Borrower, which Advance: Loans shall be drawn, to the extent such Lender has a Commitment under such Facility, under the Term Facilities, the Revolving Facility and the Swingline Facility, as set forth below: (i) Loans under the Initial Tranche A Term Facility (each an "Initial Tranche A Term Loan" and, collectively, the "Initial Tranche A Term Loans") (x) shall be made at any time and from time pursuant to time in accordance with a single borrowing which shall be on the terms hereof on and after the Effective Initial Borrowing Date and prior to (y) shall not exceed in aggregate principal amount for any Lender at the Expiry Date; time of incurrence thereof the Initial Tranche A Term Commitment, if any, of such Lender. Once repaid, Initial Tranche A Term Loans borrowed hereunder may not be reborrowed. (ii) shall bear interest as provided in Section 2.07; Loans under the Additional Tranche A Term Facility (iiieach an "Additional Tranche A Term Loan" and, collectively, the "Additional Tranche A Term Loans") may be prepaid and reborrowed in accordance with the provisions hereof; and (ivx) shall be made against pursuant to a single borrowing which shall be on the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment Additional Borrowing Date and (y) the Borrowing Base, at such time, (2) the shall not exceed in aggregate principal amount for any Lender at the time of Advances outstanding at any time secured by Mortgage-backed Securities incurrence thereof the Additional Tranche A Term Commitment, if any, of such Lender. Once repaid, Additional Tranche A Term Loans borrowed hereunder may not be reborrowed. (b) (i) Loans under the Initial Tranche B Term Facility (each an "Initial Tranche B Term Loan" and, collectively, the "Initial Tranche B Term Loans") (x) shall be made pursuant to a single borrowing which shall be on the Initial Borrowing Date and (y) shall not exceed 0% of the Commitment, (3) the in aggregate principal amount for any Lender at the time of Wet Advances outstanding at any time shall not exceed 30% of incurrence thereof the Initial Tranche B Term Commitment, (4) the aggregate principal amount if any, of Advances outstanding at any time secured by Jumbo such Lender. Once repaid, Initial Tranche B Term Loans shall borrowed hereunder may not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentbe reborrowed.

Commitment. Subject to and upon the terms and conditions set ---------- forth herein, the Lender agrees, at any time and from time to time prior to the Expiry Expiration Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Expiration Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 5,000,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of if the Nonconforming Commitment, (8) the aggregate principal amount of Advances Advanced outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Nonconforning Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject to and upon the terms and conditions set ---------- forth hereinof this Agreement, each Lender severally agrees to make Loans in Euros or an Alternative Currency (as specified in the Lender agrees, at any time and respective Borrowing Notice) to the Borrowers from time to time prior from the Closing Date until the Termination Date applicable to such Lender on a pro rata basis among the Lenders as to the Expiry Date (or total borrowing requested by a Borrower on any Business Day determined by such earlier date as Lender’s Applicable Commitment Percentage up to but not exceeding a Euro Equivalent Amount equal to the Commitment shall have been terminated pursuant to the terms hereof)of such Lender, to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that the Lenders will not be required and shall have no obligation to make any such Loan (1i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Loans as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Loan, (x) the Euro Equivalent Amount of the aggregate -------- ------- principal amount of Advances outstanding at any time Outstandings shall not exceed the lesser of (x) the Commitment then applicable Total Commitment, and (y) the Borrowing Base, at such time, (2) Euro Equivalent Amount of the aggregate principal amount of Advances all outstanding at any time secured by Mortgage-backed Securities Loans to all Borrowers for each Lender, shall not exceed 0% such Lender’s Commitment. Within such limits and subject to the other terms and conditions of this Agreement, the CommitmentBorrowers may borrow, repay and reborrow on any Business Day from the Closing Date until, but (3as to borrowings and reborrowings) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitmentincluding, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitmentwith respect to each Lender, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentsuch Lender’s Termination Date.

Commitment. Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), each Bank severally agrees to make an advance or advances loans (each an a "AdvanceLoan" and, collectively, the "AdvancesLoans") to the Borrowerrespective Borrowers, which Advance: Loans shall be drawn to the extent such Bank has a commitment under such Facility, under the A Term Facility, the B Term Facility and the Revolving Facility, as set forth below: (a) Loans under the A Term Facility (each an "A Term Loan" and, collectively, the "A Term Loans") (i) may only be incurred by the Company, (ii) are to be made pursuant to (x) an initial borrowing on the Initial Borrowing Date and (y) to the extent the Total A Term Commitment remains available, a second borrowing on the Merger Date; (iii) except as hereinafter provided, may, at the option of the Company, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type; and (iv) shall not exceed for any Bank at the time of incurrence thereof in aggregate principal amount the A Term Commitment, if any, of such Bank at such time. Once repaid, A Term Loans may not be reborrowed. (b) Loans under the B Term Facility (each a "B Term Loan" and collectively, the "B Term Loans"): (i) may only be incurred by EMI; (ii) are to be made pursuant to (x) an initial borrowing on the Merger Date or thereafter (but no later than January 31, 1997), (y) additional borrowings on one or more Business Days occurring after the Merger Date and prior to the B Term Termination Date and (z) to the extent the Total B Term Commitment remains available, a borrowing on the Plan Confirmation Date; (iii) except as hereinafter provided, may, at the option of EMI, be incurred and maintained as, and/or converted into Base (c) Loans under the Revolving Facility (each a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred only by the Company; (ii) may be made at any time and from time to time in accordance with the terms hereof on and after the Effective Initial Borrowing Date and prior to the Expiry Maturity Date; (ii) shall bear interest as provided in Section 2.07; (iii) except as hereinafter provided, may, at the option of the Company, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type; (iv) may be prepaid repaid and be reborrowed in accordance with the provisions hereof; and (ivv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed for any Bank, after giving effect to any borrowing thereof and the lesser use of (x) the Commitment and (y) proceeds of such borrowing, that aggregate principal amount which, when combined with such Bank's RF Percentage of the Borrowing Base, Letter of Credit Outstandings at such time, (2) equals the aggregate principal amount Revolving Commitment of Advances outstanding such Bank at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentsuch time.

Commitment. Subject Each Investor hereby commits, subject to and upon the terms and conditions set ---------- forth herein, that at or prior to the Lender agreesClosing, such Investor shall purchase, or cause the purchase of, the percentage amount of the total shares of common stock of Parent set forth opposite such Investor’s name in column 2 (Percentage) of Schedule A attached hereto for the amount of cash set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto (the aggregate amount paid by each Investor, the “Commitment”, and the aggregate amount paid by all the Investors, the “Commitments”), which amount shall be used by Parent, together with the cash funds provided pursuant to the other equity commitment letters (the “Cash Commitments”, and the shares of Common Stock, Company Options and Company RSU Awards to be contributed to Parent by the Rollover Investors pursuant to the Rollover Contribution Agreements, the “Company Equity Commitments”) contemplated by the Merger Agreement and executed concurrently herewith (such other Cash Commitments and Company Equity Commitments, the “Other Equity Commitments”), solely for the purpose of allowing Parent to fund, to the extent necessary, a portion of the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, on the terms and subject to the conditions of the Merger Agreement, and related costs and expenses of Parent; provided, that no Investor shall, under any circumstances, be obligated to contribute to Parent at any time more than the amount of the Commitment set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto; provided, further, that the aggregate amount of liability of the Investors under this letter agreement shall at no time exceed the aggregate amount set forth opposite the names of the Investors in column 3 (Total Commitment) in Schedule A attached hereto. Each Investor may effect the purchase of shares of common stock of Parent directly or indirectly through one or more affiliated entities; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement. The amount of the Commitments to be funded under this letter agreement may be reduced solely to the extent that Parent does not require all of the Commitments and the Other Equity Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related costs and expenses of Parent) by reason of Parent having obtained funds from time other sources; provided, that if Parent does not require all of the Commitments and the Other Equity Commitments in order to time pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related costs and expenses), any such reduction in equity financing shall be applied pro rata among the Commitments and the Other Equity Commitments based on the amount of each respective commitment prior to giving effect to any such reduction; and provided, further, that the Expiry Date amount of the Commitment to be funded by each Investor shall not be reduced by more than 5% without such Investor’s consent. For the avoidance of doubt, the Commitment is payable only at the Closing upon written notice from Parent to the Investors of the satisfaction of the conditions set forth in Section 2(a) hereof (or such earlier date as conditions, the “Conditions,” and such notice the “Parent Notice”) and only for the uses described above, and the Commitment shall have been terminated pursuant not be payable at any other time, under any other circumstance or for any other purpose. Parent may direct the Investors to pay the Commitment to a parent entity of Parent; provided that such parent entity has agreed in writing that it will pay the Commitment to Parent immediately upon the receipt of such payment (which agreement shall be reasonably satisfactory to the terms hereofCompany and shall not be amended without the approval of the Company), . Parent hereby agrees to make an advance or advances deliver the Parent Notice promptly (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that any event within one (1) calendar day) following the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% satisfaction of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentConditions.

Commitment. Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the each Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), severally agrees to make an advance a loan or advances loans (each an each, a "AdvanceLoan" and, collectively, the "AdvancesLoans") to the Borrower, which Advance: Loans shall be drawn, to the extent such Lender has a commitment under such Facility, under the Term Facility and the Revolving Facility, as set forth below: (a) Loans under the Term Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be made pursuant to a single borrowing on the Initial Borrowing Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and or converted into, Base Rate Loans or LIBOR Loans, provided that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type and (iii) shall not exceed in aggregate principal amount for any Lender at the time of incurrence thereof the Term Commitment, if any, of such Lender as in effect on such date. Once repaid, Term Loans may not be reborrowed. (b) Loans under the Revolving Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Initial Borrowing Date and prior to the Expiry Final Maturity Date; , (ii) shall bear interest except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided in Section 2.07; that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; hereof and (iv) shall be made against not exceed for any Lender, after giving effect to any incurrence thereof and the pledge by use of the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, howeverproceeds thereof, that (1) aggregate principal amount which, when combined with the aggregate -------- ------- outstanding principal amount of Advances outstanding at any time shall not exceed all other Revolving Loans of such Lender and such Lender's Percentage, if any, of the lesser Letter of (x) the Commitment and (y) the Borrowing Base, Credit Outstandings at such time, (2) equals the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Revolving Commitment, (3) the aggregate principal amount if any, of Wet Advances outstanding such Lender at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentsuch time.

Commitment. Subject (a) Bank hereby agrees, subject to and upon the terms and conditions set ---------- forth herein, to offer to purchase, or to arrange for the Lender agreesoffer by an Investor to purchase, Confirmed Receivables from Suppliers during the Commitment Period in an aggregate Face Amount at any one time outstanding not to exceed the Program Amount. (i) Bank shall only provide such offers to a Supplier that has executed and delivered a Receivables Purchase Agreement and has satisfied the conditions to effectiveness thereof. Subject to the terms and conditions of such Receivables Purchase Agreement, Bank shall pay such Supplier (A) the Discounted Purchase Price for the Designated Receivables which are the subject of an Acceptance, on the applicable Purchase Date, or (B) if such Supplier has selected the Instruction and Notice of Auto-Discount Election under its Receivables Purchase Agreement, the Discounted Purchase Price for the Designated Receivables, on the applicable Purchase Date and (C) pursuant to the terms of the Electronic Services Agreement, for any Receivable described in a Request other than a Purchased Receivable, provided that such funds are available in the Buyer Account, an amount equal to the Face Amount thereof on the applicable Maturity Date. (c) Inquiries, communications and instructions (whether oral, telephonic, written, telegraphic, facsimile, electronic or other) regarding a Transaction, any Request, any Offer, any Acceptance and this Agreement are each referred to herein as “Instructions” (and the term “Request” is subsumed within the term “Instruction”). Bank’s records of the content of any Instruction shall be conclusive absent manifest error. (d) At the request of Buyer, the Commitment Period may be extended by Bank, in its sole discretion, for additional 364-day periods. If Buyer wishes to extend the Commitment Period by an additional 364-day period, Buyer shall request such an extension at least 45 calendar days prior to the end of such Commitment Period, and, following Buyer’s request, Bank shall notify Buyer at least 30 calendar days prior to the end of such Commitment Period whether Bank will, in Bank’s sole discretion, agree to such extension. The effectiveness of any such extension shall be conditioned upon Bank’s receipt of an amendment of the Letter of Credit in form and substance satisfactory to Bank which extends the expiry date of the Letter of Credit by an additional 364-day period. (e) Buyer may terminate, or from time to time reduce, the Program Amount; provided that (i) any reduction of the Program Amount shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) Buyer shall not terminate or reduce the Program Amount if the aggregate Face Amount of outstanding Purchased Receivables would exceed the Program Amount as so reduced or terminated. The Buyer shall notify the Bank of any election to terminate or reduce the Program Amount at least 30 days prior to the Expiry Date (effective date of such termination or reduction, specifying such earlier election and the effective date as the Commitment shall have been terminated thereof. Each notice delivered by Buyer pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (ithis paragraph 3(e) shall be made at irrevocable and any time and from time to time in accordance with termination or reduction of the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) Program Amount shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentpermanent.

Commitment. Subject This letter (the “Letter Agreement”) will confirm the commitment of ValueAct Capital Master Fund, L.P., a British Virgin Islands limited partnership (“VAC” or “us”), to provide $380,250,000 of equity (the “Financing” and upon such amount being the “Financing Amount”) to Axio Holdings LLC, a Delaware limited liability company (the “Newco”), on the terms and conditions set ---------- forth herein. VAC, in its sole discretion, may elect to satisfy a portion of the Lender agreesFinancing Amount through the transfer, at any time contribution and from time delivery to time Newco, immediately prior to the Expiry Date Effective Time, of shares of Company Common Stock, which shares will be cancelled, retired and cease to exist upon the consummation of the Merger (or such earlier date as the Commitment shall have been terminated defined below) without any payment therefore, pursuant to Article II of the terms hereof), Merger Agreement (as defined below) (the “Rollover Contribution Shares”) in exchange for membership interests of Newco (it being understood that the value of the Rollover Contribution Shares shall be equal to make an advance or advances (each an "Advance" and, collectivelythe product of the number of Rollover Contribution Shares and the Per Share Price, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement“Rollover Valuation Amount”); provided, howeverthat the Rollover Valuation Amount, that (1) if any, and the aggregate -------- ------- principal cash contribution by VAC shall equal the amount of Advances outstanding at any time the Financing Amount. Concurrently with the delivery of this Letter Agreement, Silver Lake Partners II, L.P. (the “Other Sponsor”) is entering into a letter agreement (the “Other Sponsor Equity Commitment Letter”) committing to provide $380,250,000 of equity to Newco, on the terms and conditions set forth therein. In the event Newco does not require all of the equity with respect to which VAC and the Other Sponsor have made a commitment in order to consummate the Merger and fulfill its obligations under the Merger Agreement, the amount to be funded hereunder will be reduced by an amount equal to the amount by which the committed equity of the Other Sponsor shall not exceed be reduced so that the lesser sum of (x) the Commitment amount to be funded hereunder and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% the committed equity of the Commitment, (3) Other Sponsor shall equal the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured so required by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentNewco.

Commitment. (a) Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the each Lender severally agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Final Maturity Date, to make a loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to one or more of the Borrowers (on a several basis), which Revolving Loans (i) may be made and maintained in such Approved Currency as is requested by the applicable Borrower (except in the case of Base Rate Loans, which shall only be Dollardenominated); (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof, (iii) except as hereinafter provided, may, at the option of any Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loansnot, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; providedcase of Revolving Loans denominated in Primary Alternate Currencies, however, that (1) the exceed $200,000,000 in aggregate -------- ------- principal amount of Advances outstanding Principal Amount at any time outstanding for all such Revolving Loans; and (v) shall not exceed that aggregate Principal Amount which, when added to the aggregate Principal Amount of all other Revolving Loans then outstanding and the aggregate Principal Amount of all Competitive Bid Loans then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees that one or more Borrowers may (on a several basis) incur a loan or loans (each, a "Competitive Bid Loan" and, collectively, the "Competitive Bid Loans") from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Effective Date and prior to the date which is the third Business Day preceding the date which is seven days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding Principal Amount of Competitive Bid Loans, when combined with the then aggregate outstanding Principal Amount of all Revolving Loans, shall not exceed the lesser of (x) the Total Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject to and upon the terms and conditions set ---------- forth hereinof this Agreement, each Lender severally agrees to make Loans to any of the Lender agrees, at any time and Borrowers under the Revolving Credit Facility from time to time prior from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge total borrowing requested by the applicable Borrower on any day determined by such Lender’s Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of Eligible Mortgage Loanssuch Lender, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1A) the aggregate -------- ------- principal proceeds of such Loan shall be used by such Borrower to (i) finance or reimburse a Borrower for up to the Allowed Percentage of (x) an Eligible Asset and (y), without duplication of amounts included in clause (x), 65% of the costs incurred in connection with any Approved Improvements or any Qualified Conversion related to such Eligible Asset and (ii) subsequent to the initial purchase of such Eligible Asset, to finance up to the Allowed Percentage of such Eligible Asset and (B) the amount of Advances outstanding at such Loan (together with any time other Loans relating to such Eligible Asset) shall not exceed the lesser Allowed Percentage of such Eligible Asset; and provided, further, that the Lenders will not be required and shall have no obligation to make any such Loan (xi) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Loans as a result of an Event of Default; and provided, further, that immediately after giving effect to each such Loan, (A) the Commitment Borrowers shall be in compliance with the Borrowing Base Covenant; and (yB) the Borrowing Baseamount of Revolving Credit Outstandings shall not exceed the Total Revolving Credit Commitment; and provided, at such timefurther, that (1) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (2) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the aggregate principal amount provisions of Advances outstanding at any time secured Section 2.6, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by Mortgage-backed Securities the additional payment, if any, required by Section 4.5. Amounts borrowed and subsequently repaid shall not exceed 0% of be available to the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentBorrower to re-borrow.

Commitment. Subject to the terms and conditions set forth herein, the EC Investor hereby commits and agrees that, at or prior to the Closing, it shall purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate purchase price equal to US$190,000 (the “Commitment”) (such Commitment, together with the commitments of the Other EC Investors under the Other Equity Commitment Letters, the “Aggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of liability of the EC Investor hereunder shall not exceed, the Commitment (the “Cap”), and this Letter may not be enforced against the EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the Cap under this Letter and the applicable caps under the Other Equity Commitment Letters, together with the net proceeds of the Debt Financing and/or the Alternative Financing (if applicable), will solely be used to fund, to the extent necessary to fund, the Merger Consideration and such other amounts required to be paid by Parent at the Effective Time pursuant to Article 2 of the Merger Agreement in connection with the consummation of the Transactions, including the Merger, upon the terms and conditions set ---------- forth hereinof the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations) (collectively, the Lender agrees“Closing Payments”). Subject to the terms and conditions set forth in this Letter and the Interim Investors Agreement, the EC Investor may assign all or a portion of the Commitment to any of its Affiliates that is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such person at any time and from time to time or prior to the Expiry Date Closing for the purpose of funding the Closing Payments. If (or such earlier date as and only if) Parent does not require all of the Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall may be made at any time and from time to time reduced by Parent in accordance with the terms hereof on and after the Effective Date and prior Interim Investors Agreement, but only to the Expiry Date; (ii) extent that Parent has sufficient funds to pay the Closing Payments in full and to consummate the Transactions, including the Merger, following such reduction. The amount and type of equity interests of Parent acquired by the EC Investor in exchange for payment of the Commitment shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed determined in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Interim Investors Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject to and upon the terms and conditions hereof and in ---------- reliance upon the representations and warranties set ---------- forth herein, each Lender severally agrees to make available to the Lender agrees, at any time and Borrower such Lender's Commitment Percentage of the revolving credit loans requested by the Borrower in Dollars (the "Revolving Loans") from time to time prior to from the Expiry --------------- Closing Date (until the Maturity Date, or such earlier date as the Commitment Commitments shall have been terminated pursuant as provided herein for the purposes hereinafter set forth; provided, however, that (i) with regard to each -------- ------- Lender individually, such Lender's share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender's Commitment Percentage of the Commitment Amount, and (ii) with regard to the terms hereof), to make an advance or advances (each an "Advance" and, Lenders collectively, the "Advances") to aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the BorrowerRevolving Committed Amount. Revolving Loans may consist of Base Rate Loans or Eurodollar Loans, which Advance: (i) shall be made at any time or a combination thereof, as the Borrower may request, and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances that no more than ten (10) Eurodollar Loans shall be outstanding hereunder at any time time. For purposes hereof, Eurodollar Loans with different Interest Periods shall not exceed be considered as separate Eurodollar Loans, even if they begin on the lesser same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentexisting Interest Periods to constitute a new single Eurodollar Loan with a single Interest Period.

Commitment. (a) Subject to and upon the terms and conditions set ---------- forth herein, the Lender agreesagrees to make revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Company in U.S. dollars, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date (each such time, a “Funding Date”) to but excluding the Maturity Date in an aggregate principal amount not to exceed SEVENTY FIVE MILLION DOLLARS ($75,000,000.00) (such amount, the “Commitment”). The Company may request the making of a Revolving Loan by delivery of a borrowing notice pursuant to Section 5 hereof. Within the foregoing limits, the Company may borrow, pay or prepay and prior reborrow Revolving Loans hereunder, on and after the Effective Date, subject to the Expiry Date; (ii) shall bear terms, conditions and limitations set forth herein. The Commitment, the Revolving Loans and the Company’s obligation to repay the Revolving Loans with interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) terms of this Agreement shall be evidenced by this Agreement and the records of the Lender, which records shall be prima facie evidence, absent manifest error, of the Commitment, the Revolving Loans and all payments made against in respect thereof. (b) The Lender’s Commitment shall automatically and permanently terminate on the pledge by Maturity Date, if not terminated earlier pursuant to the Borrower of Eligible Mortgage terms hereof. Upon at least 3 Business Days’ prior irrevocable written notice to the Lender, the Company may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Lender’s Commitment to make Revolving Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1i) each partial reduction of such Commitment shall be in an integral multiple of $5,000,000 and (ii) no such termination or reduction shall be made which would reduce the aggregate -------- ------- Lender’s Commitment to an amount less than the outstanding principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentRevolving Loans.

Commitment. Subject to and upon the terms and conditions set ---------- forth herein, the Lender agreesof this Agreement, at any time and the request of Borrower, Issuing Lender will issue from time to time prior standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances Issuing Lender (each such letter of credit, a “Letter of Credit”) in an "Advance" and, collectively, the "Advances") aggregate outstanding face amount not to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) Revolving Line or the Borrowing Base, base minus the aggregate amount of the outstanding Advances at such any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed Ten Million Dollars (2$10,000,000). No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate principal amount Stated Amount of Advances outstanding all Letters of Credit shall not at any time secured by Mortgage-backed Securities shall exceed Ten Million Dollars ($10,000,000) and (ii) Revolving Outstandings will not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Commitment, (4) the aggregate principal amount Letter of Advances outstanding at any time secured by Jumbo Loans shall Credit would not exceed 75% violate one or more policies of the CommitmentIssuing Lender, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9d) no order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the aggregate principal amount Letter of Advances outstanding at Credit requested or any time secured Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the Closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentIssuing Lender.”

Commitment. Subject to and upon the terms and conditions set ---------- forth hereinin this Agreement, Bank agrees to make, or continue to make, the Lender agrees, at any time and following loans requested by Borrowers: (A) from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior until the Cleveland Banking Day immediately preceding the Maturity Date, Advances to or for the Expiry Date; account of Borrowers on a revolving credit basis (iieach, a “Revolving Credit Loan”) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with an amount such that the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- outstanding principal amount of Advances outstanding Revolving Credit Loans made by Bank to Borrowers does not at any time shall not exceed the lesser of (xi) the amount of the Revolving Credit Commitment and (y) the Borrowing Base, for Borrowers in effect at such time, or (ii) the Commitment Sublimit. The Commitment Sublimit is an amount equal to 65% of the Current Producing Reserve Value. Notwithstanding the foregoing, until February 28, 2009, the Commitment Sublimit shall be an amount equal to (x) 65% of the Current Producing Reserve Value plus (y) an amount not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000). After, and only after the outstanding principal amount of the Revolving Credit Loans is less than 65% of the Current Producing Reserve Value, as shown on two (2) consecutive Commitment Sublimit Reports, Borrowers may then borrow, prepay and reborrow Revolving Credit Loans. (B) Borrowers expressly acknowledge that as of, and prior to the aggregate principal amount date of Advances outstanding at execution of this First Amended and Restated Loan Agreement, Bank has not waived any time secured by Mortgage-backed Securities of its rights under the Agreement and that the execution of this First Amended and Restated Loan and Security Agreement shall not exceed 0% constitute a waiver of, and shall not preclude the exercise of, any right, power or remedy granted to Bank or provided by law, except to the extent expressly provided herein. No previous modification, extension, or compromise entered into with respect to any indebtedness of Borrowers or any of the CommitmentGuarantors to Bank shall constitute a course of dealing or be inferred or construed as constituting an express or implied understanding to enter into any future modification, (3) extension or compromise. No delay on the aggregate principal amount part of Wet Advances outstanding at Bank in exercising any time right, power or remedy shall not exceed 30% of the Commitmentoperate as a waiver thereof or otherwise prejudice Bank’s rights, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo powers or remedies. The Revolving Credit Loans shall not exceed 75% of be classified as LIBOR Rate Revolving Loans and interest shall accrue by reference to the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentLIBOR Rate.

Commitment. Subject to and upon the terms and conditions herein set ---------- forth, each Lender severally agrees to make and/or continue a loan or loans (each, a "Loan" and, collectively, the "Loans") to the Borrower, as set forth below: (i) Loans under the A Term Facility (each, an "A TERM LOAN" and, collectively, the "A TERM LOANS") (i) shall be made to the Borrower by each Lender with an A Term Commitment pursuant to a single drawing on the Restatement Effective Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that all A Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of Loans of the same Type and (iii) shall not exceed in aggregate principal amount for any Lender agreesin respect of any incurrence of A Term Loans the A Term Commitment, if any, of such Lender as in effect immediately prior to such incurrence. Once repaid, A Term Loans may not be reborrowed. (ii) Each Existing C Term Loan-Floating Rate made by an Existing C Term Loan-Floating Rate Lender to the Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) (each such Existing C Term Loan-Floating Rate as continued as provided below, a "C TERM LOAN-FLOATING RATE" and, collectively, the "C TERM LOANS-FLOATING RATE") (i) shall be continued by such Existing C Term Loan-Floating Rate Lender on the Restatement Effective Date, (ii) except as hereinafter provided, shall, at the option of the Borrower, be maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that (x) all C Term Loans-Floating Rate made as part of the same Borrowing shall, unless specifically provided herein, consist of Loans of the same Type and (y) each Existing C Term Loan-Floating Rate maintained as a Eurodollar Loan under, and as defined in, the Original Credit Agreement shall remain (upon continuation as a C Term Loan-Floating Rate on the Restatement Effective Date) subject to the same Interest Period applicable to it prior to such continuation, and (iii) shall not exceed for any Existing C Term Loan-Floating Rate Lender in initial principal amount, that amount which equals the aggregate outstanding principal amount of the Existing C Term Loans-Floating Rate made by such Existing C Term Loan-Floating Rate Lender and outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) as set forth on Annex I hereto. Once repaid, C Term Loans-Floating Rate may not be reborrowed. (iii) Each Existing C Term Loan-Fixed Rate made by CoBank to the Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) (each such Existing C Term Loan-Fixed Rate as continued as provided below, a "C TERM LOAN-FIXED RATE" and, collectively, the "C TERM LOANS-FIXED RATE") (i) shall be continued by CoBank on the Restatement Effective Date, (ii) in the case of any C Term Loan-Fixed Rate subject to an FRE Date which has expired, shall, except as hereinafter provided, at the option of the Borrower, be maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that all such C Term Loans-Fixed Rate made as part of the same Borrowing shall, unless specifically provided herein, consist of Loans of the same Type, and (iii) shall not exceed for CoBank in initial principal amount, that amount which equals the aggregate outstanding principal amount of the Existing C Term Loans-Fixed Rate made by CoBank and outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) as set forth on Annex I hereto. Once repaid, C Term Loans-Fixed Rate may not be reborrowed. (iv) Loans under the Revolving Facility (each, an "RF LOAN" and, collectively, the "RF LOANS") (i) shall be made to the Borrower at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Restatement Effective Date (or, in the case of Incremental RF Loans, the respective Incremental Revolving Commitment Date) and prior to the Expiry Final Maturity Date; , (ii) shall bear interest except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that all RF Loans made as part of the same Borrowing shall, unless otherwise specifically provided in Section 2.07; herein, consist of Loans of the same Type, (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; , and (iv) shall be made against not exceed (giving effect to any incurrence thereof and the pledge by use of the Borrower proceeds of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral such incurrence) for such Advance as provided herein and any Lender in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser outstanding that amount which, when added to such Lender's Percentage of (x) the Commitment and (y) the Borrowing Base, Letter of Credit Outstandings at such time, (2) equals the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Revolving Commitment, (3) the aggregate principal amount if any, of Wet Advances outstanding such Lender at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentsuch time.

Commitment. (a) Subject to and upon the terms and conditions set ---------- forth herein, the each Lender agreesseverally agrees to make, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Restatement Effective Date and prior to the Expiry Final Maturity Date; , one or more additional loans (iithe "Revolving Loans" and each a "Revolving Loan") shall bear interest as provided in Section 2.07; to one or more of the Borrowers (iiion a several basis), which Revolving Loans: (i) may be prepaid repaid and reborrowed in accordance with the provisions hereof; (ii) except as hereinafter provided, may, at the option of any Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iviii) shall not exceed that aggregate Principal Amount which, when added to the aggregate Principal Amount of all other Revolving Loans then outstanding and the aggregate Principal Amount of all Competitive Bid Loans then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, (I) on the Restatement Effective Date, the Existing Competitive Bid Loans made by each Existing Lender to any Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) shall be made against the pledge by the continued, and shall remain outstanding, as Borrowings of Loans hereunder to such Borrower of Eligible Mortgage Loansand (II) each Lender severally agrees that one or more Borrowers may, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, (on a several basis) incur a loan or loans (together with the Existing Competitive Bid Loans continued pursuant to clause (I) above, the "Competitive Bid Loans" and each, a "Competitive Bid Loan") from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Restatement Effective Date and prior to the date which is the third Business Day preceding the date which is seven days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding Principal Amount of Competitive Bid Loans, when combined with the then aggregate outstanding Principal Amount of all Revolving Loans, shall not exceed the lesser of (x) the Total Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject to and upon the terms and conditions herein set ---------- forth, each Lender severally agrees to make a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrower, which Loans shall be drawn, to the extent such Lender has a Commitment under the applicable Facility, as set forth below: (a) [reserved] (b) Loans under the Revolving Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) shall, subject to the terms and conditions herein, the Lender agrees, be made at any time and from time to time prior to the Expiry Date Revolving Facility Final Maturity Date, (or such earlier date ii) except as hereinafter provided, may, at the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to option of the Borrower, which Advance: be incurred and maintained as, and/or converted into, Base Rate Loans, Adjusted Term SOFR Loans or Index Rate Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iiii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall be made not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s Revolving Percentage and (y) the sum of (I) the aggregate amount of Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Commitment of such Lender at such time and (v) shall not exceed in aggregate principal amount at any time outstanding, when added to the sum of (x) the aggregate amount of Letters of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, the Total Revolving Commitment. The Borrower shall repay all outstanding Revolving Loans on the Revolving Facility Final Maturity Date. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time in accordance with the terms hereof on and after the Effective Closing Date and prior to the Swingline Expiry Date; , to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall bear interest as provided in Section 2.07; not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time, the Total Revolving Commitment then in effect, and (iv) may be prepaid repaid and reborrowed in accordance with the provisions hereof; and (iv) . The Borrower shall be made against repay in full each Swingline Loan on the pledge by the Borrower earlier to occur of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of date five (x5) the Commitment Business Days after such Swingline Loan is made and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities Swingline Expiry Date; provided, that the Borrower shall not exceed 0% request, and the Swingline Lender shall not make, any Swingline Loan to refinance another outstanding Swingline Loan. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or an Event of Default exists and is continuing until such time as the Commitment, Swingline Lender shall have received written notice of (3i) rescission of all such notices from the party or parties originally delivering such notice (which notice of rescission such Person or Persons shall give to the Swingline Lender promptly upon the discontinuance of such Default or Event of Default) or (ii) the aggregate principal amount waiver of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.such Default or Event

Commitment. (a) Subject to and upon the terms and conditions set ---------- forth hereinof this Agreement, the each Lender agreesshall participate, at any time and from time to time prior to the Expiry Date (extent hereinafter provided, in making Loans to Borrower, participating in Loans made by the Agent and issuing, amending or renewing or participating in Letters of Credit at the request of Borrower, in such earlier date aggregate amount as the Commitment Borrower shall have been terminated request pursuant to the terms hereof)Commitment; provided that in no event shall the Revolving Credit Exposure exceed the Total Commitment Amount. (b) Each Lender, for itself and not one for any other, agrees to make an advance Loans, participate in Swing Loans made by the Agent and to participate in Letters of Credit issued, amended or advances (each an "Advance" andrenewed by the LC Issuer hereunder during the Commitment Period on such basis that, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time subject to time the proviso in accordance with the terms hereof on and Section 2.12(a) hereof, immediately after the Effective Date completion of any borrowing by Borrower or issuance, amendment or renewal of a Letter of Credit hereunder, the Dollar Equivalent of the aggregate outstanding principal amount on the Notes (other than the Swing Line Note) issued to such Lender, when combined with such Lender’s pro rata share of the Letter of Credit Exposure, shall not be in excess of such Lender’s Revolving Credit Commitment, and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower such Dollar Equivalent of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities on the Notes (other than the Swing Line Note) issued to such Lender shall not exceed 0% represent that percentage of the Commitment, (3) Dollar Equivalent of the aggregate outstanding principal amount of Wet Advances outstanding at any time on all Notes (including the Notes held by such Lender) that is such Lender’s Commitment Percentage. (c) Each borrowing (other than Swing Loans, which shall not exceed 30% of be risk participated on a pro rata basis) from the Commitment, (4) Lenders hereunder shall be made pro rata according to the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming respective Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentPercentages.

Commitment. (A) Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the each USF Lender severally agrees, at any time and from time to time on and after the Closing Date and prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof)Final Maturity Date, to make an advance a loan or advances loans (each an each, a "AdvanceUSF Loan" and, collectively, the "AdvancesUSF Loans") to the BorrowerWLI, which Advance: USF Loans (i) shall be made at any time and from time to time maintained in accordance with the terms hereof on and after the Effective Date and prior to the Expiry DateDollars; (ii) shall bear interest except as hereinafter provided, may, at the option of WLI, be incurred and maintained, and/or converted into Base Rate Loans or Eurodollar Loans, provided in Section 2.07that all USF Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of USF Loans of the same Type; (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against not exceed for any USF Lender at the pledge by time of the Borrower making of Eligible Mortgage Loansany such USF Loan, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, howeverafter giving effect thereto, that aggregate Principal Amount which, when added to the sum of (1I) the aggregate -------- ------- principal amount Principal Amount of Advances all other USF Loans made by such USF Lenders then outstanding at any time shall not exceed the lesser and (II) such USF Lender's Percentage of (x) the Commitment USF Letter of Credit Outstandings at such time and (y) the Borrowing Base, outstanding principal amount of Swingline Loans at such time, equals the USF Commitment of such USF Lender at such time. (2B) Subject to and upon the terms and conditions herein set forth, each MCF Lender severally agrees, at any time and from time to time on and after the Closing Date and prior to the Final Maturity Date, to make a loan or loans (each, a "MCF Loan" and, collect- ively, the "MCF Loans") to one or more of the MCF Borrowers (on a several basis), which MCF Loans (i) may be made and maintained in such Approved Currency as is requested by the applicable MCF Borrower; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not (w) be made to the Italian Borrower prior to the Full Utilization Date, (x) exceed $150,000,000 in Principal Amount at any time outstanding prior to the Full Utilization Date, (y) in the case of MCF Loans made to WLI, exceed $150,000,000 in Principal Amount at any time outstanding or (z) in the case of MCF Loans denominated in Spanish Pesetas, Danish Krone, Belgian Francs and Dutch Guilders, exceed $50,000,000 in Principal Amount for any one such currency at any time outstanding; and (iv) shall not exceed for any MCF Lender at the time of the making of any such MCF Loan, and after giving effect thereto, that aggregate Principal Amount which, when added to (I) the aggregate Principal Amount of all other MCF Loans made by such MCF Lender then outstanding and (II) such MCF Lender's Percentage of the MCF Letter of Credit Outstandings at such time, equals the MCF Commitment of such MCF Lender at such time, PROVIDED that all then outstanding MCF Loans denominated in Italian Lira shall be repaid on the Full Utilization Date and then and thereafter the Lira Lender shall alone make all Lira Loans. (C) The Lira Lender shall not be required to make any Lira Loan while a Lender Default exists with respect to a MCF Lender unless the Lira Lender has entered into arrangements satisfactory to it and the Italian Borrower to eliminate its risk with respect to the participation of the Defaulting Lender or Lenders in any such Lira Loan (including by way of example cash collateralization of each such Defaulting Lender's MCF Percentage of such requested Lira Loan). The Lira Lender will not make any Lira Loan after it has received a written notice (not subsequently withdrawn) from WLI or the Required Lenders that one or more of the applicable conditions to the Credit Events specified in Section 5.02 are not then satisfied. (D) At any time when an Acceleration Event has occurred and/or a default in the payment of principal or interest on the Lira Loans exists, the Lira Lender may, on any Business Day and in its sole discretion, give notice (which notice shall be deemed to be given upon the occurrence of any Acceleration Event or any other bankruptcy, insolvency or similar proceedings in respect of any Designated Party if the Lira Lender is prohibited from giving such notice under applicable law) to each MCF Lender that each such MCF Lender is required to purchase, and each such MCF Lender (other than the Lira Lender) hereby irrevocably agrees to promptly purchase from the Lira Lender (without recourse or warranty), an assignment of the outstanding Lira Loans as shall be necessary to cause each such MCF Lender, to share in the outstanding Lira Loans ratably based on its respective MCF Percentage, PROVIDED that all interest payable on each outstanding Lira Loan shall, not withstanding any other provision of this Agreement, be for the account of the Lira Lender from the date of any such notice until the date the respective participation or assignment is purchased by such Lender. Each purchase of a participation or assignment by a MCF Lender under this Section 1.01(D) shall (E) Subject to and upon the terms and conditions herein set forth, the Swingline Lender agrees to make at any time and from time to time after the Closing Date and prior to the Swingline Expiry Date, a loan or loans to WLI (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed (giving effect to any incurrence thereof and the use of the proceeds of such incurrence) in aggregate principal amount at any time outstanding that amount which, when combined with the aggregate principal amount of Advances all USF Loans made by Non-Defaulting Lenders then outstanding and the USF Letter of Credit Outstandings at such time, equals the Adjusted Total USF Commitment then in effect (after giving effect to any changes thereto on such date) and (iv) shall not exceed in aggregate principal amount at any time secured by Mortgage-backed Securities shall outstanding the Maximum Swingline Amount. The Swingline Lender will not exceed 0% make a Swingline Loan after it has received written notice from the Required Lenders that one or more of the Commitmentapplicable conditions to Credit Events specified in Section 5.02 are not then satisfied until such conditions are satisfied. (F) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the USF Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of USF Loans (PROVIDED that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.05 with respect to WLI or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of USF Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all USF Lenders that are Non-Defaulting Lenders PRO RATA based on each such USF Lender's Percentage, and the proceeds thereof shall be applied directly to repay the Swingline Lender for such outstanding Swingline Loans. Each USF Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding: (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (3ii) whether any conditions specified in Section 5.02 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the aggregate principal date of such Mandatory Borrowing and (v) the amount of Wet Advances outstanding the Total USF Commitment at such time. In the event that any time shall Mandatory Borrowing cannot exceed 30% for any reason be made on the date otherwise required above (including, without limitation, as a result of the Commitmentcommencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each USF Lender that is a Non-Defaulting Lender (4other than BTCo) hereby agrees that it shall forthwith purchase from the aggregate principal amount Swingline Lender (without recourse or warranty) such assignment of Advances the outstanding at any time secured by Jumbo Swingline Loans as shall be necessary to cause such USF Lenders to share in such Swingline Loans ratably based upon their respective Percentages, PROVIDED that all interest payable on the Swingline Loans shall not exceed 75% be for the account of the CommitmentSwingline Lender until the date the respective assignment is purchased and, (5) to the aggregate principal amount extent attributable to the purchased assignment, shall be payable to the USF Lender purchasing same from and after such date of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentpurchase.

Commitment. Subject (a) From and including the date of this Agreement and prior to and upon the Facility Termination Date, each Lender severally agrees, on the terms and conditions set ---------- forth herein, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof)in this Agreement, to make an advance or advances Loans (each an such Loan, a "Advance" and, collectively, the "AdvancesRevolving Loan") to the Borrower, which Advance: (i) shall be made at any time and Borrower from time to time in accordance with amounts which shall not exceed in the aggregate at any one time outstanding the amount of its Commitment. Subject to the terms hereof on of this Agreement, Borrower may borrow, repay and after the Effective Date and reborrow Revolving Loans at any time prior to the Expiry Facility Termination Date; . The Commitments to lend hereunder shall expire on the Facility Termination Date. (iib) Borrower hereby agrees that if at any time, as a result of reductions in the Aggregate Commitment, the Revolving Outstandings exceed the Aggregate Commitment, Borrower shall bear interest repay immediately its then outstanding Loans in such amount as provided in Section 2.07; (iii) may be prepaid and reborrowed necessary to eliminate such excess. (c) At Borrower's option, so long as no Default exists, the Aggregate Commitment may be increased by an amount not to exceed $50,000,000, subject to LaSalle's ability, on a best efforts basis, to fully syndicate such requested increase. Any Lender's participation in accordance with the provisions hereof; and (iv) any such increase shall be made against the pledge by the Borrower of Eligible Mortgage Loansat such Lender's sole and absolute discretion and shall be subject, Eligible Nonconforming Mortgage Loans or Liquid Assets in each case, to such additional documentation as Collateral for Agent and each Lender participating in any such Advance as provided herein and in the Warehouse Security Agreementincrease shall reasonably request; provided, howeverthat no Lender shall be obligated to participate in any increase unless such Lender consents in writing to such increase; and, provided, further, that Borrower, LaSalle and Agent may invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to Agent and Borrower. Each Lender shall notify the Agent within the time period requested by Agent or LaSalle whether or not it agrees to increase its Commitment, and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such requested time period shall be deemed to have declined to increase its Commitment and no further consent of such declining Lender shall be required with respect to the increase contemplated by this Section 2.1(c). Any arrangement fees to be paid in connection with any such increase shall be mutually acceptable to Agent, LaSalle and Borrower. (1d) Subject to Section 2.20, the aggregate -------- ------- principal amount Issuing Lender agrees to issue Letters of Advances outstanding Credit at the request of and for the account of Borrower (including, upon the making of all necessary filings with the appropriate Governmental Authority, or any subdivision thereof, and the receipt of all necessary approvals, consents or authorizations of the appropriate Governmental Authority, or any subdivision thereof, Letters of Credit for the benefit of its Subsidiaries) from time to time before the Facility Termination Date and, as more fully set forth in Section 2.20, each Lender agrees to purchase a participation in each such Letter of Credit; provided, that the Revolving Outstandings shall not at any time shall not exceed the lesser Aggregate Commitment. Notwithstanding anything to the contrary contained in any Loan Document, it is agreed that, to the extent that a Letter of (x) Credit is used for reinsurance purposes, such Letter of Credit will be required to comply with the Commitment and (y) requirements and/or guidelines set forth by the Borrowing Base, at such time, (2) applicable insurance Governmental Authority in the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% domiciliary state of the Commitment, (3) the aggregate principal amount account party for Letters of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentused for reinsurance purposes.

Commitment. Subject to and upon the terms and conditions set ---------- forth herein, the Lender agrees, at any time and from time to time prior Borrower shall provide a notice to the Expiry Date Administrative Agent (or who shall provide a copy of such earlier date as notice to each of the Lenders of the applicable Existing Commitment) (an “Extension Request”) setting forth the proposed terms of the Extended Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrowerbe established, which Advance: terms (iother than as provided in clause (c) below) shall be made at any time and from time identical to time in accordance with the terms hereof on and after the Effective Date and prior those applicable to the Expiry Date; Existing Commitment from which they are to be extended (iithe “Specified Existing Commitment”) shall bear except (x) all or any of the final maturity/termination dates of such Extended Commitment may be delayed to later dates than the final maturity/termination dates of the Specified Existing Commitment, (y) (A) the interest as margins with respect to the Extended Commitment may be higher or lower than the interest margins for the Specified Existing Commitment and/or (B) additional fees may be payable to the Lenders providing such Extended Commitment in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) the commitment fee, if any, with respect to the Extended Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing Commitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans2.25 or otherwise, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) no Extended Commitment shall be secured by or receive the aggregate -------- ------- principal amount benefit of Advances outstanding at any time shall collateral, credit support or security that does not exceed secure or support the lesser of (x) the Commitment and (y) the Borrowing Base, at such timeExisting Commitments, (2) the aggregate principal amount final maturity of Advances outstanding at any time secured by Mortgage-backed Securities Extended Revolving Loan shall not exceed 0% of be earlier than any Loan made under the Commitmentapplicable Specified Existing Commitment in respect thereof, (3) each Lender in the aggregate principal amount of Wet Advances outstanding at any time Specified Existing Commitment shall not exceed 30% be permitted to participate in the Extended Commitment in accordance with its pro rata share of the Specified Existing Commitment, (4) assignments and participations of Extended Commitments shall be governed by the aggregate principal amount of Advances outstanding at any time secured by Jumbo same assignment and participation provisions applicable to Loans shall not exceed 75% of the Commitment, and Commitments hereunder as set forth in Section 9.04 and (5) the aggregate principal amount repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving Loan Commitments that have not exceed $1,500,000 been extended, at which point the maturing Revolving Loans associated therewith may be repaid without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Commitment converted into an Extended Commitment pursuant to any Extension Request. Any Extended Commitment shall constitute a separate commitment of Loans from the Specified Existing Commitments and from any other Existing Commitments (the "Nonconforming Commitment"together with any other Extended Commitments so established on such date), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the each Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), severally agrees to make an advance a loan or advances loans (each an "Advance" a “Loan” and, collectively, the "Advances"“Loans”) to the BorrowerBorrowers, which Advance: Loans shall be drawn, to the extent such Lender has a Commitment under such Facility, under the Term Facility, the Revolving Facility, the Swingline Facility and the Incremental Facility, as set forth below: (a) Loans under the Term Facility (each a “Term Loan” and, collectively, the “Term Loans”) (i) shall be made pursuant to a single borrowing on the Closing Date and (ii) shall not exceed in aggregate principal amount for any Lender at the time of incurrence thereof the Term Commitment, if any, of such Lender. Once repaid, Term Loans borrowed on the Closing Date may not be reborrowed. (b) Loans under the Revolving Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) shall be made at any time and from time to time in accordance with the terms hereof on and or after the Effective Closing Date and prior to the Expiry Revolving Facility Final Maturity Date; , (ii) shall bear interest except as hereinafter provided, may, at the option of the Borrowers, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Rate Loans, provided in Section 2.07; that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; and , (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral not exceed for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding any Lender at any time shall not exceed outstanding that aggregate principal amount which, when added to the lesser product of (x) the Commitment such Lender’s Revolving Percentage and (y) the Borrowing Base, sum of (I) the aggregate amount of Letter of Credit Outstandings at such time, time and (2II) the aggregate principal amount of Advances outstanding all Swingline Loans then outstanding, equals the Revolving Commitment of such Lender at such time and (v) shall not exceed in aggregate principal amount at any time secured by Mortgage-backed Securities shall not exceed 0% outstanding, when added to the sum of (x) the Commitment, aggregate amount of Letters of Credit Outstandings at such time and (3y) the aggregate principal amount of Wet Advances all Swingline Loans then outstanding, the Total Revolving Commitment. The Borrowers shall repay all outstanding Revolving Loans on the Revolving Facility Final Maturity Date. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time after the Closing Date and prior to the Swingline Expiry Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall not exceed 30% of at any time outstanding the Swingline Commitment, (4iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of Advances all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time, the Total Revolving Commitment then in effect, and (iv) may be repaid and reborrowed in accordance with the provisions hereof. The Borrowers shall repay in full each Swingline Loan on the earlier to occur of (1) the date five (5) Business Days after such Swingline Loan is made and (2) the Swingline Expiry Date; provided, that the Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan to refinance another outstanding Swingline Loan. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrowers or any Lender stating that a Default or an Event of Default exists and is continuing until such time secured as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice (which notice of rescission such Person or Persons shall give to the Swingline Lender promptly upon the discontinuance of such Default or Event of Default) or (ii) the waiver of such Default or Event of Default in accordance with this Agreement. Also, the Swingline Lender shall not have any obligation to make any Swingline Loan in the event a Lender Default exists (unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swingline Lender’s risk with respect to any such Defaulting Lender’s or Lenders’ obligations to fund Mandatory Borrowings, including by Jumbo collateralizing such Defaulting Lender’s or Lenders’ Revolving Percentages of the Swingline Loans outstanding from time to time). On any Business Day, the Swingline Lender may in its sole discretion, give notice to the Lenders that all then outstanding Swingline Loans shall not exceed 75% be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders with a Revolving Commitment pro rata based on such Lender’s Revolving Percentages and the proceeds thereof shall be applied directly to the Swingline Lender to repay such outstanding Swingline Loans. Each Lender with a Revolving Loan Commitment hereby irrevocably agrees to make such Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for a Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 6.2 are then satisfied, (iii) the date of such Mandatory Borrowing and (iv) any reduction in the Total Revolving Commitment after such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrowers), each Lender with a Revolving Commitment hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty), by assignment, such outstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Revolving Percentages, provided that all interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective purchase is made and, to the extent attributable to such purchase, shall be payable to such Lender purchasing same from and after such date of purchase. Each Lender’s obligations pursuant to the preceding sentence shall be absolute and unconditional. (d) In addition to the foregoing, Incremental Revolving Commitments and/or Incremental Term Loans may be provided under this Agreement as described in Section 2.14. (e) Notwithstanding any contrary provision of this Agreement, the Borrowers and the Swingline Lender may enter into a separate agreement providing for the operation of the Swingline Facility, including without limitation, the integration of the Swingline Facility into the Borrowers’ operating accounts. The terms of any such separate agreement shall control over any contrary provision of this Agreement, provided that such separate agreement may not alter (i) the rates of interest applicable to Swingline Loans, (ii) the amount of the Swingline Commitment, (5iii) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Revolving Commitment, (7iv) the aggregate principal amount of Advances outstanding at Swingline Expiry Date or the date on which any time secured by Credit B Swingline Loan is required to be paid, or (v) increase or otherwise change the Lenders’ respective obligations to fund Mandatory Borrowings or purchase Swingline Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentas set forth herein.

Commitment. (a) [The initial advance of the proceeds of the Loan on the Closing Date shall not exceed $_____________ (the “Initial Advance”).] Subject to and upon the terms and conditions set ---------- forth herein, ▇▇▇▇▇▇ agrees to make the [Initial Advance/Loan] to Borrower on the Closing Date; provided that, if for any reason the full amount of the [Initial Advance/Loan] is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled. The Loan shall bear interest at the rate provided in Section 2.4. The execution and delivery of this Agreement by ▇▇▇▇▇▇▇▇ and the satisfaction of all conditions precedent pursuant to Section 3.1 shall be deemed to constitute Borrower’s request to borrow the [Initial Advance/Loan] on the Closing Date. Borrower shall receive only one borrowing hereunder in respect of the [Initial Advance/Loan] and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed[/, and the Commitments with respect to the TI, Leasing & CapEx Holdback [describe additional holdbacks or reserves, as applicable] shall terminate upon the full funding of the TI, Leasing & CapEx Holdback [describe additional holdbacks or reserves, as applicable]. (b) Lender agreesshall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of Borrower to Lender resulting from the advance of the Loan by ▇▇▇▇▇▇, at any time including the amounts of principal and interest payable thereon and paid to Lender from time to time prior to the Expiry Date (or under this Agreement. The entries made in such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) record shall be made at prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided that the failure or delay of Lender in maintaining or making entries into any time such record or any error therein shall not in any manner affect the obligation of Borrower to repay the Loan (both principal and from time to time unpaid accrued interest) in accordance with the terms hereof on of this Agreement. (c) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and after interest on, the Effective Date Loan shall be evidenced by the Note. ▇▇▇▇▇▇ has no intention of making advances under the Loan in excess of the aggregate face amount of the Note. ▇▇▇▇▇▇▇▇ acknowledges and prior agrees, however, that, if, for any reason, the outstanding principal balance of the Loan outstanding from time to time exceeds the face amount of the Note, the excess shall bear interest at the Default Rate, shall be payable, with accrued interest, ON DEMAND and shall be secured by all of the collateral described in the Security Instrument and all other Collateral for the Loan. (d) [Upon Borrower’s written request to Lender using the form of draw request attached hereto as Exhibit 2.1(d), and subject to the Expiry Dateother terms and conditions with respect to the TI, Leasing & CapEx Holdback set forth in this section, Lender shall advance a portion of Loan proceeds in an aggregate amount not to exceed $_______________ (the “TI, Leasing & CapEx Holdback”) within ten (10) Business Days after Borrower’s request. The amount of the TI, Leasing & CapEx Holdback to be disbursed hereunder shall be the lesser of $______________ or the amount requested by ▇▇▇▇▇▇▇▇. The TI, Leasing & CapEx Holdback funds shall only be available during the first two (2) years of the initial term of the Loan, and shall be capped at $_____ per rentable square foot of the Property for tenant improvements and at _________ percent (___%) for leasing commissions, unless otherwise approved in writing by Lender. On a one-time basis, Borrower may draw from the TI, Leasing & CapEx Holdback up to $________ for tenant improvements without a corresponding executed Approved Lease. Borrower shall use the proceeds of the TI, Leasing & CapEx Holdback to pay or to reimburse Borrower for the documented costs and expenses (including, but not limited to, expenses for Tenant Improvements, leasing commissions, tenant allowances, capital expenditures and other leasing costs and other costs associated with retaining Tenants at the Property) approved in writing by ▇▇▇▇▇▇. The following shall be conditions precedent to the funding the TI, ▇▇▇▇▇▇▇ & CapEx Holdback: (i) no Default or Event of Default shall have occurred and be continuing on the date of Borrower’s written request for funding of the TI, Leasing & CapEx Holdback; (ii) Borrower shall bear interest as provided in Section 2.07provide Lender with reasonable documentation of the costs and expenses for which the TI, Leasing & CapEx Holdback is to be used; (iii) [intentionally omitted]; (iv) Borrower shall have provided to Lender such other reports, data, lien waivers, information and certificates as Lender may be prepaid reasonably request with respect to Borrower and reborrowed in accordance with the provisions hereofProperty; and (ivv) shall be on the date of the advance of the TI, Leasing & CapEx Holdback, the representations and warranties made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein in this Agreement and in the Warehouse Security other Loan Documents shall be true and correct in all material respects with the same effect as if made on such date, subject to any applicable changes in such representations and warranties resulting from changes in factual matters which do not constitute a material Default or an Event of Default, and changes disclosed by Borrower in writing to Lender, including, without limitation, in the financial and other reports and information delivered to Lender pursuant to Section 6.1 of this Agreement; provided. Borrower shall be entitled to an advance from the TI, howeverLeasing & CapEx Holdback only in an amount provided by this Section 2.1, that but not less than $10,000.00 per advance (1) other than the aggregate -------- ------- principal amount of final advance). Advances outstanding at any time shall not exceed the lesser of (x) the Commitment be made more frequently than once each calendar month, and (y) the Borrowing BaseLender may, at its discretion, disburse such time, (2) advances directly to the aggregate principal amount recipient of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment costs and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.expenses approved hereunder.]18

Commitment. (a) Subject to and upon the terms and conditions set ---------- forth herein, the each Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), agrees to make an advance or advances a loan (each individually, an "AdvanceINITIAL LOAN" and, and collectively, the "AdvancesINITIAL LOANS") to the Borrower, which Advance: (i) shall be made at any time and from time to time Borrower on the Closing Date in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- a principal amount of Advances outstanding at any time not to exceed its Commitment; provided that in no event shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not Lender's Initial Loans exceed 0% its Pro Rata Share of the CommitmentMaximum Loan Value on the Closing Date, determined after giving effect to the acquisition on such date of Company Shares. Amounts repaid in respect of Initial Loans may not be reborrowed. (3b) Each Lender agrees, if the Initial Loans have not been repaid prior to the Initial Maturity Date, that the then outstanding principal amount of each of its Initial Loans shall automatically be converted into a loan (individually, an "EXTENDED LOAN" and collectively, the "EXTENDED LOANS") to the Borrower on the Initial Maturity Date in an aggregate principal amount of Wet Advances equal to the then outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at such Initial Loan or Loans (including any time secured by Jumbo accrued interest not required to be paid in cash); provided that if, on the Initial Maturity Date, a Default described in Section 7.01(f) (with respect to Holdings or the Borrower only) shall have occurred and be continuing but such Default is cured before the expiration of the grace period specified in such subsection, such conversion shall take place on the date that such Default is cured; provided, further, that the Initial Loans shall not exceed 75% be so converted and (i) if an Event of Default described in Section 7.01(e) or 7.01(f) (in each case, with respect to Holdings or the Borrower only) shall have occurred and be continuing on the Initial Maturity Date, shall be due and payable on the Initial Maturity Date or (ii) if a Default described in Section 7.01(f) (with respect to Holdings or the Borrower only) shall have occurred and be continuing on the Initial Maturity Date and such Default is not cured prior to the end of the Commitmentgrace period specified in such subsection, (5) shall be due and payable on the aggregate last day of such grace period. Upon the conversion of the Initial Loans into Extended Loans, each Lender shall cancel on its records a principal amount of Advances outstanding at any time secured the Initial Loans held by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (such Lender corresponding to the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured the Extended Loans issued by Credit A- Loans shall not exceed 100% of the Nonconforming Commitmentsuch Lender, (7) the aggregate which corresponding principal amount of Advances outstanding at any time secured by Credit B the Initial Loans shall be satisfied by the conversion of such Initial Loans into Extended Loans in accordance with this Section 2.01(b). Amounts repaid in respect of Extended Loans may not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentbe reborrowed.

Commitment. (a) Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the each Lender severally agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Commitment Expiration Date, to make a loan or loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to one or more of the Borrowers (on a several basis), which Revolving Loans (i) may be made and maintained in such Approved Currency as is requested by the applicable Borrower; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; (iii) except as hereinafter provided, may, at the option of each Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and not exceed in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances Principal Amount outstanding at any time shall not exceed the lesser of either (x) the Commitment and $200,000,000 or (y) when added to the Borrowing Base, sum of the aggregate Principal Amount of all Competitive Bid Loans then outstanding and all Letter of Credit Outstandings at such time, the Total Commitment at such time. (2b) Subject to and upon the terms and conditions set forth herein, each Borrower and each Lender which has Revolving Loans outstanding at such time agree that at 9:00 A.M. (New York time) on the Commitment Expiration Date, the aggregate principal amount of Advances Revolving Loans owing to such Lender and outstanding at such time shall (unless such Revolving Loans have been declared (or have become) due and payable pursuant to this Agreement), without any notice or action by any party, automatically convert to and thereafter constitute Term Loans owing to such Lender hereunder. The Term Loans of each Lender (i) shall be made and thereafter maintained in the same currencies in which the related Revolving Loans were denominated as of the Commitment Expiration Date; (ii) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that (A) Base Rate Loans may only be denominated in Dollars and (B) all Term Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, consist of Term Loans of the same Type; and (iii) shall not exceed in initial Principal Amount for such Lender an amount which equals the total Principal Amount of Revolving Loans owed to such Lender and outstanding at 9:00 A.M. (New York time) on the Commitment Expiration Date. Once repaid, Term Loans may not be reborrowed. (c) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees that one or more Borrowers may (on a several basis) incur a loan or loans (each, a “Competitive Bid Loan” and, collectively, the “Competitive Bid Loans”) from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time secured by Mortgage-backed Securities and from time to time on and after the Effective Date and prior to the date which is three Business Day preceding the date which is 10 days prior to the Commitment Expiration Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate Principal Amount of Competitive Bid Loans outstanding shall not exceed 0% of the Commitment, either (3x) when added to the aggregate principal amount Principal Amount of Wet Advances outstanding at any time shall not exceed 30% of the CommitmentRevolving Loans then outstanding, $200,000,000 or (4y) when added to the aggregate principal amount Principal Amount of Advances all Revolving Loans then outstanding and the Letter of Credit Outstandings at any time secured by Jumbo Loans shall not exceed 75% of such time, the Commitment, (5) the aggregate principal amount of Advances outstanding Total Commitment at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentsuch time.

Commitment. (a) Subject to and upon the terms and conditions set ---------- forth herein, the each Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), agrees to make an advance or advances a loan of the applicable Tranche (each individually, an "AdvanceINITIAL LOAN" and, and collectively, the "AdvancesINITIAL LOANS") to the Borrower, which Advance: Borrower on the Closing Date in a principal amount (i) in the case of Loans denominated in Euros, not to exceed its Euro Commitment and (ii) in the case of Loans denominated in Dollars, not to exceed its Dollar Commitment. Amounts repaid in respect of Initial Loans may not be reborrowed. (a) Each Lender agrees, if the Initial Loans have not been repaid prior to the Initial Maturity Date, that the then outstanding principal amount of each of its Initial Loans shall automatically be converted into a loan denominated in the same currency as such Initial Loan (individually, an "EXTENDED LOAN" and collectively, the "EXTENDED LOANS") to the Borrower on the Initial Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Initial Loan or Loans (including any accrued interest not required to be paid in cash); provided that if, on the Initial Maturity Date, a Default described in Section 7.01(f) (with respect to Holdings or the Borrower only) shall have occurred and be continuing but such Default is cured before the expiration of the grace period specified in such subsection, such conversion shall take place on the date that such Default is cured; provided, further, that the Initial Loans shall not be so converted and (i) if an Event of Default described in Section 7.01(e) or 7.01(f) (in each case, with respect to Holdings or the Borrower only) shall have occurred and be continuing on the Initial Maturity Date, shall be made at any time due and from time payable on the Initial Maturity Date or (ii) if a Default described in Section 7.01(f) (with respect to time Holdings or the Borrower only) shall have occurred and be continuing on the Initial Maturity Date and such Default is not cured prior to the end of the grace period specified in such subsection, shall be due and payable on the last day of such grace period. Upon the conversion of the Initial Loans into Extended Loans, each Lender shall cancel on its records a principal amount of the Initial Loans held by such Lender corresponding to the principal amount of the Extended Loans issued by such Lender, which corresponding principal amount of the Initial Loans shall be satisfied by the conversion of such Initial Loans into Extended Loans in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided this Section 2.01(b). Amounts repaid in Section 2.07; (iii) respect of Extended Loans may not be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentreborrowed.

Commitment. Subject to and upon the terms and conditions set ---------- forth hereinof this Agreement, each Lender severally agrees to make Advances in Dollars or an Alternative Currency (as specified in the Lender agrees, at any time and respective Borrowing Notice) to the Borrower under the Revolving Credit Facility from time to time prior from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the Expiry Date (or total borrowing requested by the Borrower on any day determined by such earlier date as Lender's Applicable Commitment Percentage up to but not exceeding a Dollar Value equal to the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have been terminated pursuant to the terms hereof), no obligation to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: any such Advance (i) shall be made at any time so long as a Default or an Event of Default has occurred and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the Dollar Value of the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with not exceed the provisions hereof; and (iv) shall be made against the pledge by Total Revolving Credit Commitment. Within such limits, the Borrower of Eligible Mortgage Loansmay borrow, Eligible Nonconforming Mortgage Loans or Liquid Assets repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as Collateral for such Advance as provided herein to borrowings and in reborrowings) not including, the Warehouse Security AgreementRevolving Credit Termination Date; provided, however, that (1y) no Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment Stated Termination Date and (yz) each Eurodollar Rate Loan may, subject to the Borrowing Baseprovisions of Section 2.7, at such time, (2) be repaid only on the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% last day of the CommitmentInterest Period with respect thereto unless such payment is accompanied by the additional payment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitmentif any, (4) the aggregate principal amount of Advances outstanding at any time secured required by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.Section

Commitment. Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the each Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), severally agrees to make an advance a loan or advances loans (each an "Advance" a “Loan” and, collectively, the "Advances"“Loans”) to the Borrower, which Advance: Loans shall be drawn, to the extent such Lender has a Commitment under such Facility, under the Term Facility, the Revolving Facility, the Swingline Facility and the Incremental Facility, as set forth below: (a) Loans under the Term Facility (each a “Term Loan” and, collectively, the “Term Loans”) (i) shall be made pursuant to a single borrowing on the Closing Date and (ii) shall not exceed in aggregate principal amount for any Lender at the time of incurrence thereof the Term Commitment, if any, of such Lender. Once repaid, Term Loans borrowed on the Closing Date may not be reborrowed. (b) Loans under the Revolving Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) shall be made at any time and from time to time in accordance with the terms hereof on and or after the Effective Closing Date and prior to the Expiry Revolving Facility Final Maturity Date; , (ii) shall bear interest except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Rate Loans, provided in Section 2.07; that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; and , (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral not exceed for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding any Lender at any time shall not exceed outstanding that aggregate principal amount which, when added to the lesser product of (x) the Commitment such Lender’s Revolving Percentage and (y) the Borrowing Base, sum of (I) the aggregate amount of Letter of Credit Outstandings at such time, time and (2II) the aggregate principal amount of Advances outstanding all Swingline Loans then outstanding, equals the Revolving Commitment of such Lender at such time and (v) shall not exceed in aggregate principal amount at any time secured by Mortgage-backed Securities shall not exceed 0% outstanding, when added to the sum of (x) the Commitment, aggregate amount of Letters of Credit Outstandings at such time and (3y) the aggregate principal amount of Wet Advances all Swingline Loans then outstanding, the Total Revolving Commitment. The Borrower shall repay all outstanding Revolving Loans on the Revolving Facility Final Maturity Date. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time after the Closing Date and prior to the Swingline Expiry Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall not exceed 30% of at any time outstanding the Swingline Commitment, (4iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of Advances all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at any time secured by Jumbo Loans such time, the Total Revolving Commitment then in effect, and (iv) may be repaid and reborrowed in accordance with the provisions hereof. The Borrower shall not exceed 75% repay in full each Swingline Loan on the earlier to occur of (1) the Commitment, date five (5) Business Days after such Swingline Loan is made and (2) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans Swingline Expiry Date; provided, that the Borrower shall not exceed $1,500,000 request, and the Swingline Lender shall not make, any Swingline Loan to refinance another outstanding Swingline Loan. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the "Nonconforming Commitment"), party or parties originally delivering such notice (6which notice of rescission such Person or Persons shall give to the Swingline Lender promptly upon the discontinuance of such Default or Event of Default) or (ii) the aggregate principal amount waiver of Advances outstanding at any time secured by Credit A- Loans such Default or Event of Default in accordance with this Agreement. Also, the Swingline Lender shall not exceed 100% have any obligation to make any Swingline Loan in the event there is a Defaulting Lender (unless the Swingline Exposure of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentsuch Defaulting Lender has been reallocated or cash collateralized in accordance with Section 2.

Commitment. Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), each Bank severally agrees to make an advance a loan or advances loans (each an each, a "AdvanceLoan" and, collectively, the "AdvancesLoans") to the Borrower, which Advance: Loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Facility and the Revolving Facility, as set forth below: (a) Loans under the Term Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be made pursuant to a single drawing on the Restatement Effective Date, (ii) may be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans provided that all Term Loans outstanding as part of the same Borrowing shall unless specifically provided herein, consist of Term Loans of the same Type and (iii) shall not exceed in aggregate principal amount for any TF Bank at the time of incurrence thereof the Term Commitment of such Bank in effect on such date. Once repaid, Term Loans borrowed hereunder may not be reborrowed. (b) Loans under the Revolving Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Restatement Effective Date and prior to the Expiry Final Maturity Date; , (ii) shall bear interest except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided in Section 2.07; that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; and , (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loansnot exceed for all ▇▇ ▇▇▇▇▇ at any time outstanding that aggregate principal amount which, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) when combined with the aggregate -------- ------- principal amount of Advances outstanding all Swingline Loans then outstanding, the Borrowing Base at such time and (v) shall not exceed for any RC Bank at any time shall not exceed outstanding that aggregate principal amount which, when combined with the lesser aggregate outstanding principal amount of all other Revolving Loans of such Bank and such Bank's Adjusted RC Percentage of the sum of (x) the Commitment Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the Borrowing Baseoutstanding principal amount of Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals (1) if such RC Bank is a Non-Defaulting Bank, the Adjusted Revolving Commitment of such RC Bank at such time and (2) if such RC Bank is a Defaulting Bank, the Revolving Commitment of such RC Bank at such time. (c) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time after the Restatement Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan", and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of Advances all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Commitment then in effect (after giving effect to any reductions to the Adjusted Total Revolving Commitment on such date), (iv) shall not exceed in aggregate principal amount at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitmentoutstanding, (3) when combined with the aggregate principal amount of Wet Advances outstanding all Revolving Loans then outstanding, the Borrowing Base at such time and (v) shall not exceed in aggregate principal amount at any time shall outstanding the Maximum Swingline Amount. BTCo will not exceed 30% make a Swingline Loan after it has received written notice from the Required Banks that one or more of the Commitmentapplicable conditions to Credit Events specified in Section 5.02 are not then satisfied. (d) On any Business Day, BTCo may, in its sole discretion, give notice to the ▇▇ ▇▇▇▇▇ that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all ▇▇ ▇▇▇▇▇ pro rata based on each RC Bank's Adjusted RC Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each RC Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (4ii) whether any conditions specified in Section 5.02 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the aggregate principal amount date of Advances such Mandatory Borrowing and (v) any reduction in the Total Revolving Commitment or the Adjusted Total Revolving Commitment or the Borrowing Base after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RC Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding at any time secured by Jumbo Swingline Loans as shall be necessary to cause the ▇▇ ▇▇▇▇▇ to share in such Swingline Loans ratably based upon their respective Adjusted RC Percentages, provided that all interest payable on the Swingline Loans shall not exceed 75% be for the account of BTCo until the Commitmentdate the respective assignment is purchased and, (5) to the aggregate principal amount extent attributable to the purchased assignment, shall be payable to the RC Bank purchasing same from and after such date of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentpurchase.

Commitment. Subject to and upon the terms and conditions herein set ---------- forth herein, the forth: (a) Each MN Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), severally agrees to make an advance or advances a loan (each an a "AdvanceConstruction Loan" and, collectively, the "AdvancesConstruction Loans") to the BorrowerBorrowers on one or more Drawdown Dates, which Advance: Construction Loans (i) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that all Construction Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type, (ii) shall not exceed in aggregate outstanding principal amount for any MN Lender after giving effect to any incurrence of Construction Loans the MN Commitment of such Lender then in effect and (iii) shall not exceed in aggregate principal amount for all Construction Loans made by all Lenders on any Drawdown Date the Drawdown Amount for such date. Each Lender with an MN Commitment-A shall make a Construction Loan or Loans on the Closing Date in the full amount of its MN Commitment-A, while each Lender with an MN Commitment-B will only make Construction Loans under such MN Commitment-B on Drawdown Dates occurring after the Closing Date. Once repaid, Construction Loans may not be reborrowed. (b) All the Construction Loans of each MN Lender outstanding on the Conversion Date shall be converted into a term loan or loans (each a "Term Loan" and, collectively, the "Term Loans"), which Term Loans may, except as hereinafter provided, be maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that (i) the Interest Periods applicable to Construction Loans that are LIBOR Loans on the Conversion Date shall continue in effect for the Term Loans resulting from the conversion thereof until the stated expiration of such Interest Periods and (ii) all Term Loans made at any time and pursuant to the same Borrowing shall, unless specifically provided herein, consist entirely of Loans of the same Type. Once repaid, Term Loans may not be reborrowed. (c) The RC Lender is to make revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrowers from time to time in accordance with the terms hereof on and after the Effective Conversion Date and prior to the Expiry Final Maturity Date; , which Revolving Loans (i) except as hereinafter provided, may, at the option of the Borrowers, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; hereof and (iviii) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed in principal amount at the lesser time of (x) incurrence thereof the RC Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject to the terms and conditions set forth herein, the EC Investor hereby commits and agrees that, at or prior to the Closing, it shall purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate purchase price equal to US$720,000 (the “Commitment”) (such Commitment, together with the commitments of the Other EC Investors under the Other Equity Commitment Letters, the “Aggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of liability of the EC Investor hereunder shall not exceed, the Commitment (the “Cap”), and this Letter may not be enforced against the EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the Cap under this Letter and the applicable caps under the Other Equity Commitment Letters, together with the net proceeds of the Debt Financing and/or the Alternative Financing (if applicable), will solely be used to fund, to the extent necessary to fund, the Merger Consideration and such other amounts required to be paid by Parent at the Effective Time pursuant to Article 2 of the Merger Agreement in connection with the consummation of the Transactions, including the Merger, upon the terms and conditions set ---------- forth hereinof the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations) (collectively, the Lender agrees“Closing Payments”). Subject to the terms and conditions set forth in this Letter and the Interim Investors Agreement, the EC Investor may assign all or a portion of the Commitment to any of its Affiliates that is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such person at any time and from time to time or prior to the Expiry Date Closing for the purpose of funding the Closing Payments. If (or such earlier date as and only if) Parent does not require all of the Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall may be made at any time and from time to time reduced by Parent in accordance with the terms hereof on and after the Effective Date and prior Interim Investors Agreement, but only to the Expiry Date; (ii) extent that Parent has sufficient funds to pay the Closing Payments in full and to consummate the Transactions, including the Merger, following such reduction. The amount and type of equity interests of Parent acquired by the EC Investor in exchange for payment of the Commitment shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed determined in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Interim Investors Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject to and upon the terms and conditions set ---------- forth hereinof this Agreement, each Lender severally agrees to make Loans to any of the Lender agrees, at any time and Borrowers under the Revolving Credit Facility from time to time prior from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the Expiry Date total borrowing requested by the applicable Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that (A) the proceeds of such Loan shall be used solely to finance or refinance the purchase by such earlier date Borrower of an Eligible Aircraft, and (B) the amount of such Loan (together with any other Loans relating to such Aircraft) shall not exceed the Applicable Aircraft Borrowing Base of such Aircraft; and provided, further, that the Lenders will not be required and shall have no obligation to make any such Loan (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; and provided further, that immediately after giving effect to each such Loan, (X) the amount of Revolving Credit Outstandings shall not exceed the lesser of the Borrowing Base or the Total Revolving Credit Commitment and (Y) none of the Concentration Restrictions shall have been terminated pursuant to the terms hereof), to make an advance exceeded or advances (each an "Advance" and, collectivelyotherwise violated. Within such limits, the "Advances"Borrowers may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) to not including, the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Revolving Credit Termination Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.Stated Termination Date and

Commitment. Subject to and upon the terms and conditions set ---------- forth hereinof this Agreement, Lender hereby agrees to make credit advances on a revolving basis (collectively the “Loan”) to Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed the Commitment, the proceeds of which shall be used by Borrower for working capital and other corporate purposes. Borrower’s obligation to repay the Loan shall be further evidenced by the Note. Advances on the Loan shall be made pursuant to documentation or correspondence required by Lender agreesthat is signed or otherwise submitted by a Responsible Officer. As a subfeature under the Loan, at any time and Lender agrees from time to time prior during the term thereof to issue standby letters of credit for the account of Borrower (each, a "Letter of Credit" and collectively, "Letters of Credit"). The form and substance of each Letter of Credit shall be subject to approval by Lender, in its sole discretion. No Letter of Credit shall have an expiration date more than twelve (12) month past the Maturity Date. The undrawn amount of all Letters of Credit shall reduce the Commitment and be reserved under the Loan and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the Expiry Date (or such earlier date as additional terms, conditions, fees, and rates set forth in the Commitment Letter of Credit agreements, applications and any related documents required by Lender in connection with the issuance thereof. Each draft paid under a Letter of Credit shall have been terminated pursuant to the terms hereof), to make be deemed an advance or advances (each an "Advance" and, collectively, under the "Advances") to the Borrower, which Advance: (i) Loan and shall be made at any time and from time to time repaid by Borrower in accordance with the terms hereof on and after the Effective Date and prior conditions of this Agreement applicable to the Expiry Datesuch advances; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) if advances under the aggregate -------- ------- principal Loan are not available, for any reason, at the time any draft is paid, then Borrower shall immediately pay to Lender the full amount of Advances outstanding at any time shall not exceed such draft, together with interest thereon from the lesser of (x) date such draft is paid to the Commitment and (y) the Borrowing Basedate such amount is fully repaid by Borrower, at such timethe rate of interest applicable to the Letter of Credit. Furthermore, (2) upon the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% occurrence of the CommitmentMaturity Date or an Event of Default, (3) Borrower shall immediately pay to Lender an amount equal to all outstanding Letters of Credit to be held by Lender as collateral for the aggregate principal amount reimbursement obligation that would arise upon a draw under any such outstanding Letters of Wet Advances outstanding at Credit. In any time shall not exceed 30% of such event Borrower agrees that Lender, in its sole discretion, may debit any account maintained by Borrower with Lender for the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured required amounts to be paid by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentBorrower.

Commitment. Subject This letter confirms the several, and not joint or joint and several commitment of each of the Investors, subject to and upon the terms and conditions set ---------- forth herein, to purchase (or cause an assignee permitted by the Lender agreesterms of Section 3(a) to purchase) equity interests of Parent (the “Equity Interests”) (or otherwise provide funds to Parent) at or immediately prior to the Closing for an aggregate amount in the form of cash and/or shares of Company Common Stock (valued on a price per share equal to the Merger Consideration, at any time and in which case, such shares of Company Common Stock shall be contributed to Parent immediately prior to the Closing), as determined by the Investors in their sole discretion, equal to the dollar commitment set forth next to such Investor’s name on Schedule A hereto (the “Commitment”) solely for the purposes of enabling Parent, directly or indirectly, to fund, together with the proceeds of that certain Equity Commitment Letter, dated as of the date hereof, by and between NA-RE Investment Holdings, LLC, a Delaware limited liability company (the “Other Investor”) and Parent of even date herewith (as amended from time to time prior time, the “Other Equity Commitment Letter” and the commitment evidenced thereby, the “Other Equity Commitment”), to the Expiry Date (extent necessary, any amounts required to be funded by Parent or such earlier date as the Commitment shall have been terminated Merger Sub pursuant to the terms hereof)Merger Agreement at the Closing, including for (a) the aggregate amounts to make an advance be paid pursuant to Sections 3.2(a) and 3.3(g) of the Merger Agreement, (b) amounts sufficient to repay or advances refinance any indebtedness of the Company and its Subsidiaries that is required to be repaid or refinanced in connection with the Closing and (each an "Advance" and, collectively, c) the "Advances") related expenses required to be paid by Parent or Merger Sub pursuant to the BorrowerMerger Agreement, which Advance: (i) shall be made at any time in each case in connection with the Merger and from time pursuant to time and in accordance with the Merger Agreement, it being understood that none of the Investors (or any of their respective assignees permitted by the terms hereof on and after of Section 3(a)) shall under any circumstances be obligated to purchase any equity interests of Parent (or otherwise provide funds to Parent) for an aggregate amount in excess of its respective Commitment or to make any other purchase of equity interests. The obligation of each Investor (together any assignee permitted by the Effective Date and prior terms of Section 3(a)) to fund its respective Commitment (a) is subject to (i) the Expiry Date; terms of this letter, (ii) shall bear interest as provided the satisfaction or waiver by Parent and Merger Sub of all of the conditions to Parent’s and Merger Sub’s obligation to effect the Closing set forth in Section 2.07; Sections 8.1 and 8.3 of the Merger Agreement (other than those conditions that by their nature cannot be satisfied other than at the Closing, but subject to the satisfaction or waiver of such conditions), (iii) may the substantially simultaneous funding of the Other Equity Commitment pursuant to the Other Equity Commitment Letter (provided, that the failure of the condition in this clause (iii) to be prepaid satisfied shall not limit the ability of Parent or, subject to Section 5(b) hereof, the Company to enforce, or seek to enforce, the obligations of the Investors hereunder if either (A) Parent and/or the Company, as applicable, are also seeking enforcement of the obligations of the Other Investor if the Other Investor has not funded the Other Equity Commitment pursuant to the Other Equity Commitment Letter or (B) the Other Equity Commitment and reborrowed the funding obligations set forth in accordance with the provisions hereof; Other Equity Commitment Letter have already been funded or discharged or will be funded or discharged at the Closing if the Commitment is funded or discharged), and (iv) shall the substantially simultaneous consummation of the Closing, and (b) will occur, subject to the foregoing clause (a), substantially simultaneously with the Closing. The amount to be made against funded under this letter will be reduced in the pledge manner designated by the Borrower Investors and the Other Investor (with the prior written consent of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein Parent) solely to the extent that Parent and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall Merger Sub do not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% require all of the Commitment, (3) funding with respect to which the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of Investors and the Commitment, (4) Other Investor have made their respective Commitments in order to consummate the aggregate principal amount of Advances outstanding at any time secured transactions contemplated by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentMerger Agreement.

Commitment. Subject (i) On any Business Day during the Term A Loan Availability Period, subject to and upon the terms and conditions set ---------- forth hereinhereof (including, without limitation, Section 4.02), each Term A Lender with a Term A Loan Commitment severally agrees to make, on the Lender agreesdate requested by the Borrower pursuant to a Funding Notice, at any time and from time to time prior a Term A Loan to the Expiry Date Borrower in a principal amount equal to such Lender’s pro rata share of the Term A Loan requested in such Funding Notice; provided that such amount shall not exceed such Lender’s Term A Loan Commitment; provided, further, that any Borrowing of Term A Loans shall be in an aggregate principal amount of not less than $7,500,000 and in no case may more than eight (8) Borrowings of Term A Loans be made during the Term A Loan Availability Period. Any amounts borrowed as Term A Loans under this Section 2.01 and subsequently repaid or such earlier date as prepaid may not be reborrowed. Notwithstanding any other provision of this Agreement, (x) other than in the Commitment case of a Borrowing of Term A Loans on the last Business Day of the Term A Loan Availability Period, no Term A Loans may be borrowed hereunder until all proceeds of Term B Loans shall have been terminated disbursed from the Loan Proceeds Account and (y) any outstanding Term A Loan Commitments shall automatically terminate upon the earliest of (A) all Term A Loan Commitments being fully funded pursuant to this Section 2.01(a)(i), (B) the Completion Date and (C) 5:00 p.m., New York City time, on the last Business Day of the Term A Loan Availability Period. Once funded, the Loans made pursuant to this Section 2.01(a)(i) shall be treated uniformly as Term A Loans. (ii) Subject to the terms and conditions hereof), each Term B Lender severally agrees to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof Borrower may request, on and after the Effective Date and prior Closing Date, Term B Loans to the Expiry Date; (ii) shall bear interest as provided Borrower in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the an aggregate principal amount of Advances outstanding at such Lender’s Term B Commitment. Notwithstanding any time secured by Mortgage-backed Securities other provision of this Agreement, undrawn Term B Commitments shall not exceed 0% automatically terminate on the Closing Date upon the funding of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit Term B Loans shall pursuant to this Section 2.01(a)(ii). Any amounts borrowed as Term B Loans under this Section 2.01 and subsequently repaid or prepaid may not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.be reborrowed. |

Commitment. Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the Lender agrees, at any time and from time each Bank severally agrees to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to continue and/or make an advance or advances loans (each an a "AdvanceLoan" and, collectively, the "AdvancesLoans") to the Borrowerrespective Borrowers, which Advance: Loans shall be drawn to the extent such Bank has a commitment under such Facility, under the A Term Facility, the B Term Facility and the Revolving Facility, as set forth below: (a) Loans under the A Term Facility (each an "A Term Loan" and, collectively, the "A Term Loans") (i) shall be continued outstanding by the Company on the Restatement Effective Date pursuant to a single Borrowing participated in by each Bank with an A Term Commitment in the amount of such Commitment and (ii) except as hereinafter provided, may, at the option of the Company, be maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type. Once repaid, A Term Loans may not be reborrowed. (b) Loans under the B Term Facility (each a "B Term Loan" and collectively, the "B Term Loans"): (i) may be incurred by EMI (x) on and after the Restatement Effective Date and prior to the B Term Termination Date and (y) to the extent the Total B Term Commitment remains available, on the Plan Confirmation Date; (ii) except as hereinafter provided, may, at the option of EMI, be incurred and maintained as, and/or converted into Base Rate Loans or Eurodollar Loans, provided that (x) all B Term Loans outstanding on the Restatement Effective Date shall be continued outstanding pursuant to a single Borrowing participated in by all Banks with a B Term Commitment pro rata among same in an aggregate amount equal to the outstanding principal amount of such B Term Loans and (y) all Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type; and (iii) shall not exceed for any Bank at the time of incurrence thereof in aggregate principal amount the B Term Commitment, if any, of such Bank as in effect on such date. Once repaid, B Term Loans may not be reborrowed. (c) Loans under the Revolving Facility (each a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred only by the Company; (ii) may be made at any time and from time to time in accordance with the terms hereof on and after the Restatement Effective Date and prior to the Expiry Maturity Date; (ii) shall bear interest as provided in Section 2.07; (iii) except as hereinafter provided, may, at the option of the Company, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all Revolving Loans outstanding on the Restatement Effective Date shall be continued outstanding pursuant to a single Borrowing participated in by all Banks with a Revolving Commitment pro rata among same in an aggregate amount equal to the outstanding principal amount of such Revolving Loans and (y) all Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type; (iv) may be prepaid repaid and be reborrowed in accordance with the provisions hereof; and (ivv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed for any Bank, after giving effect to any borrowing thereof and the lesser use of (x) the Commitment and (y) proceeds of such borrowing, that aggregate principal amount which, when combined with such Bank's RF Percentage of the Borrowing Base, Letter of Credit Outstandings at such time, (2) equals the aggregate principal amount Revolving Commitment of Advances outstanding such Bank at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentsuch time.

Commitment. Subject to and in accordance with the provisions of this Agreement, the SOIF Parties agree to make disbursements under the Line of Credit, and Borrower may draw upon and borrow, in the manner and upon the terms and conditions set ---------- forth hereinexpressed in this Agreement, amounts that shall not exceed in the Lender agreesaggregate, at any one time outstanding, Thirteen Million Five Hundred Thousand and from time 00/100 Dollars ($13,500,000.00) (the "Commitment Amount"). The Line of Credit shall be a revolving line of credit, against which disbursements may be made to time prior Borrower, repaid by Borrower and additional disbursements made to Borrower, subject to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time limitations contained in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security this Agreement; provided, however, that the SOIF Parties shall have no obligation to make any disbursement (1A) that would cause the aggregate -------- ------- outstanding principal amount balance of Advances the Line of Credit plus all outstanding at principal and any time shall not accrued but unpaid interest to exceed the lesser Commitment Amount or (B) if there is an Event of Default or a Default (x) as defined below). The Line of Credit shall bear interest on the Commitment and (y) the Borrowing Base, outstanding principal balance as follows: at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% a simple annual rate of the Commitment30-Day LIBOR Rate applicable on April 2, 2013 plus six percent (3) 6.0%), wherein the aggregate principal amount minimum interest rate shall be at least eight and one-half percent (8.5%); which accrued interest shall be payable monthly in arrears, on the second day of Wet Advances each month, beginning on April 2, 2013. If not sooner paid, all outstanding at any time principal, accrued but unpaid interest and other outstanding sums due under this Agreement shall not exceed 30% be paid in full on October 2, 2013 (the "Maturity Date"). The Maturity Date may be extended in the sole and absolute discretion of the CommitmentBorrower, (4) the aggregate principal amount of Advances outstanding with at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, least five (5) days’ prior written notice to the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment")SOIF Parties, for an additional six (6) month period (the aggregate principal amount of Advances outstanding “Maturity Extension Period”) at any time secured by Credit A- Loans shall not exceed 100% a simple annual rate of the Nonconforming Commitment30-Day LIBOR Rate applicable on July 2, 2013 plus six percent (7) 6.0%), wherein the aggregate principal amount of Advances outstanding minimum interest rate shall be at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, least eight and one-half percent (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment8.5%).”

Commitment. Subject to and upon the terms and conditions herein set ---------- forth, each Lender severally agrees to make a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrower, which Loans shall be drawn, to the extent such Lender has a Commitment under the applicable Facility, as set forth below: (a) [reserved] (b) Loans under the Revolving Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) were made pursuant to “Revolving Commitments” under and as defined in the Existing Credit Agreement prior to the Closing Date and such Revolving Loans shall be subject to Section 6.3, (ii) on and after the Closing Date shall, subject to the terms and conditions herein, the Lender agrees, be made at any time and from time to time prior to the Expiry Date Revolving Facility Final Maturity Date, (or such earlier date iii) except as hereinafter provided, may, at the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to option of the Borrower, which Advance: be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Rate Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iiv) may be repaid and reborrowed in accordance with the provisions hereof, (v) shall be made not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s Revolving Percentage and (y) the sum of (I) the aggregate amount of Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Commitment of such Lender at such time and (vi) shall not exceed in aggregate principal amount at any time outstanding, when added to the sum of (x) the aggregate amount of Letters of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, the Total Revolving Commitment. The Borrower shall repay all outstanding Revolving Loans on the Revolving Facility Final Maturity Date. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time in accordance with the terms hereof on and after the Effective Closing Date and prior to the Swingline Expiry Date; , to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall bear interest as provided in Section 2.07; not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time, the Total Revolving Commitment then in effect, and (iv) may be prepaid repaid and reborrowed in accordance with the provisions hereof; and (iv) . The Borrower shall be made against repay in full each Swingline Loan on the pledge by the Borrower earlier to occur of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of date five (x5) the Commitment Business Days after such Swingline Loan is made and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities Swingline Expiry Date; provided, that the Borrower shall not exceed 0% of request, and the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time Swingline Lender shall not exceed 30% of the Commitmentmake, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.Swingline Loan to refinance another

Commitment. (A) Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), each Bank severally agrees to make an advance or advances continue loans (together with the A Term Loan referred to below, each an a "AdvanceLoan" and, collectively, the "AdvancesLoans") to the Borrower, which Advance: Loans shall be drawn or continued, as the case may be, to the extent such Bank has a commitment under such Facility, under the Term Facility and the AR Facility, as set forth below: (a) Loans under the Term Facility (each a "B Term Loan" and, collectively, the "B Term Loans") (i) shall be made pursuant to a single drawing on the Restatement Effective Date, (ii) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such B Term Loans pursuant to Section 1.06) and (iii) shall not exceed in aggregate principal amount for any Bank at the time of occurrence thereof the Term Commitment, if any, of such Bank. Once repaid, B Term Loans may not be reborrowed. (b) Loans under the AR Facility (each an "AR Loan" and, collectively, the "AR Loans") (i) shall continue outstanding the AR Loans under and as defined in the Original Credit Agreement that are outstanding on the Restatement Effective Date and otherwise may be made at any time and from time to time in accordance with the terms hereof on and after the Restatement Effective Date and prior to the Expiry AR Termination Date; , (ii) shall bear interest except as hereinafter provided, may, at the option of the Borrower, be continued, incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided in Section 2.07; that (x) all AR Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type and (y) AR Loans maintained as Eurodollar Loans may not be continued or incurred prior to the Syndication Date, (iii) may be prepaid and repaid and, prior to the AR Termination Date, be reborrowed in accordance with the provisions hereof; hereof and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loansnot exceed for any Bank at any time outstanding that aggregate principal amount which, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) when combined with the aggregate -------- ------- outstanding principal amount of Advances outstanding at any time shall not exceed all other AR Loans of such Bank, equals the lesser AR Commitment, if any, of (x) the Commitment and (y) the Borrowing Base, such Bank at such time. (B) Notwithstanding the provisions of Section 1.01(A)(b), if on the first anniversary of the Restatement Effective Date (2i) the aggregate Borrower has not issued at least $200 million principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall Permitted Subordinated Debt, (ii) the Guaranty Commencement Date has not exceed 0% occurred and/or (iii) the B Term Loans have not been repaid in full, then on said first anniversary $100 million of the CommitmentAR Loans outstanding on such date (or if less than $100 million of AR Loans are then outstanding, (3) the aggregate principal full amount of Wet Advances outstanding at any time AR Loans then outstanding) shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 be automatically converted (the "Nonconforming CommitmentLoan Conversion") into term loans (each an "A Term Loan" and collectively the "A Term Loans"), with the Loan Conversion to apply PRO RATA to the outstanding AR Loans. The AR Loans so converted will be those outstanding pursuant to the same Borrowing or Borrowings, with the Interest Period or Periods (6if any) applicable to such Borrowing or Borrowings to continue in effect after the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loan Conversion as originally scheduled. Once repaid, A Term Loans shall may not exceed 100% of be reborrowed. Promptly following the Nonconforming CommitmentLoan Conversion, (7) should it occur, the aggregate principal amount of Advances outstanding at any time secured by Credit B Borrower will deliver to each Bank with A Term Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentA Term Note provided for in Section 1.05(d).

Commitment. Subject to and upon the terms and conditions set ---------- forth hereinhereof, each Lender, severally, but not jointly, agrees to make the Lender agreesTerm Loan A, at any time Term Loan B and Term Loan C (each as defined below and each sometimes individually referred to as a “Term Loan” and collectively referred to as the “Term Loans”) to Borrower from time to time prior on any Business Day (as defined below) during the periods set forth below in an aggregate principal amount not to the Expiry Date exceed such Lender’s “Term Loan A Commitment”, “Term Loan B Commitment” and “Term Loan C Commitment” as identified on Schedule A hereto (or such earlier date commitment of each Lender as the Commitment shall have been terminated pursuant it may be amended to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be reflect assignments made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed this Agreement or terminated or reduced in accordance with the provisions hereof; this Agreement, its “Term Loan A Commitment”, “Term Loan B Commitment” and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans“Term Loan C Commitment”, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein applicable, and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed all such commitments, the lesser of (x) the “Aggregate Term Loan A Commitment”, “Aggregate Term Loan B Commitment” and “Aggregate Term Loan C Commitment”, as applicable, and each Term Loan A Commitment, Term Loan B Commitment and (y) Term Loan C Commitment is sometimes individually referred to herein as a “Commitment” and collectively as the Borrowing Base“Commitments”). Notwithstanding the foregoing, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities the Term Loans made hereunder shall not exceed 0% $15,000,000 (the “Total Commitment”). Each Lender’s obligation to fund a Term Loan shall be limited to such Lender’s Pro Rata Share (as defined below) of such Term Loan. Subject to the Commitmentterms and conditions hereof, the initial Term Loan (3the “Term Loan A”) shall be made on the Closing Date in an aggregate principal amount equal to $3,800,000. After the Term Loan A, Borrower may request (i) a second Term Loan (the “Term Loan B”) to be funded, subject to the terms and conditions hereof, on or prior to August 11, 2008 (the “Term Loan B Commitment Termination Date”) in the aggregate principal amount of Wet Advances outstanding at any time shall not exceed $5,600,000 and (ii) a third Term Loan (the “Term Loan C”) to be funded, subject to the terms and conditions hereof, on or prior to September 30% of , 2008 (the Commitment, (4“Term Loan C Commitment Termination Date”) in the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment5,600,000.

Commitment. (a) [The initial advance of the proceeds of the Loan on the Closing Date shall not exceed $_____________ (the “Initial Advance”).] Subject to and upon the terms and conditions set ---------- forth herein, each Lender severally agrees to make [the Initial Advance/a single term loan] to Borrower on the Closing Date in a principal amount equal to the Commitment of such Lender; provided that, if for any reason the full amount of the [Initial Advance/Loan] is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled. The Loan shall bear interest at the rate provided in Section 2.4. The execution and delivery of this Agreement by Borr▇▇▇▇ ▇▇▇ the satisfaction of all conditions precedent pursuant to Section III.1. shall be deemed to constitute Borr▇▇▇▇’▇ request to borrow the [Initial Advance/Loan] on the Closing Date. Borrower shall receive only one borrowing hereunder in respect of the [Initial Advance/Loan] and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed[/, and the Commitments with respect to the TI, Leasing & CapEx Holdback [describe additional holdbacks or reserves, as applicable] shall terminate upon the full funding of the TI, Leasing & CapEx Holdback [describe additional holdbacks or reserves, as applicable]. (b) Each Lender agreesshall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of Borrower to such Lender resulting from the portion of the Loan made by such Lender from time to time, at any time including the amounts of principal and interest payable thereon and paid to such Lender from time to time prior to the Expiry Date (or such earlier date as the Commitment under this Agreement. Administrative Agent shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, maintain appropriate records in which Advance: shall be recorded (i) the Commitment of each Lender, (ii) the amount of the portion of the Loan made hereunder by each Lender, (iii) the date and amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder in respect of the Loan and (iv) both the date and amount of any sum received by Administrative Agent hereunder from Borrower in respect of the Loan and each Lender’s Pro Rata Share thereof. The entries made in such record shall be made at prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided that the failure or delay of any time Lender or Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of Borrower to repay the Loan (both principal and from time to time unpaid accrued interest) of such Lender in accordance with the terms of this Agreement. (c) The obligation of Borrower to pay each Lender’s Pro Rata Share of the Loan, with interest, shall be evidenced by a Note substantially in the form of Exhibit B attached hereto and made a part hereof, with appropriate insertions. Each Lender’s Note shall be dated as of the date hereof on (or as of the date of the applicable assignment pursuant to Error: Reference source not found) and after the Effective Date and prior shall be payable to the Expiry Date; (ii) order of such Lender at the times provided in the Note, and shall be in the principal amount of such Lend▇▇’▇ Commitment. Lenders have no intention of making advances under the Loan in excess of the aggregate face amount of the Notes. Borr▇▇▇▇ ▇▇▇nowledges and agrees, however, that, if, for any reason, the outstanding principal balance of the Loan outstanding from time to time exceeds the aggregate face amount of the Notes, the excess shall bear interest at the Default Rate, shall be payable, with accrued interest, ON DEMAND and shall be secured by all of the collateral described in the Security Instrument and all other Collateral for the Loan. The Notes shall not operate as provided in Section 2.07; (iii) may be prepaid and reborrowed a novation of any of the Obligations or nullify, discharge, or release any such Obligations or the continuing contractual relationship of the parties hereto in accordance with the provisions hereofof this Agreement. (d) [Upon Borrower’s written request to Administrative Agent using the form of draw request attached hereto as Exhibit 2.1(d), and subject to the other terms and conditions with respect to the TI, Leasing & CapEx Holdback set forth in this section, each Lender shall advance a portion of Loan proceeds in an aggregate amount not to exceed $_______________ (the “TI, Leasing & CapEx Holdback”) within ten (10) Business Days after Borrower’s request. The amount of the TI, Leasing & CapEx Holdback to be disbursed hereunder shall be the lesser of $______________ or the amount requested by Borr▇▇▇▇. ▇▇e TI, Leasing & CapEx Holdback funds shall only be available during the first two (2) years of the initial term of the Loan, and shall be capped at $_____ per rentable square foot of the Property for tenant improvements and at _________ percent (___%) for leasing commissions, unless otherwise approved in writing by Administrative Agent. On a one-time basis, Borrower may draw from the TI, Leasing & CapEx Holdback up to $________ for tenant improvements without a corresponding executed Approved Lease. Borrower shall use the proceeds of the TI, Leasing & CapEx Holdback to pay or to reimburse Borrower for the documented costs and expenses (including, but not limited to, expenses for Tenant Improvements, leasing commissions, tenant allowances, capital expenditures and other leasing costs and other costs associated with retaining Tenants at the Property) approved in writing by Lend▇▇. ▇▇e following shall be conditions precedent to the funding the TI, Leas▇▇▇ & ▇apEx Holdback: (i) no Default or Event of Default shall have occurred and be continuing on the date of Borrower’s written request for funding of the TI, Leasing & CapEx Holdback; (ii) Borrower shall provide Lender with reasonable documentation of the costs and expenses for which the TI, Leasing & CapEx Holdback is to be used; (iii) [intentionally omitted]; (iv) Borrower shall have provided to Administrative Agent such other reports, data, lien waivers, information and certificates as Administrative Agent may reasonably request with respect to Borrower and the Property; and (ivv) shall be on the date of the advance of the TI, Leasing & CapEx Holdback, the representations and warranties made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein in this Agreement and in the Warehouse Security other Loan Documents shall be true and correct in all material respects with the same effect as if made on such date, subject to any applicable changes in such representations and warranties resulting from changes in factual matters which do not constitute a material Default or an Event of Default, and changes disclosed by Borrower in writing to Lender, including, without limitation, in the financial and other reports and information delivered to Lender pursuant to Section 6.1 of this Agreement; provided. Borrower shall be entitled to an advance from the TI, howeverLeasing & CapEx Holdback only in an amount provided by this Section 2.1, that but not less than $10,000.00 per advance (1) other than the aggregate -------- ------- principal amount of final advance). Advances outstanding at any time shall not exceed the lesser of (x) the Commitment be made more frequently than once each calendar month, and (y) the Borrowing BaseLender may, at its discretion, disburse such time, (2) advances directly to the aggregate principal amount recipient of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment costs and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.expenses approved hereunder.]19

Commitment. Subject to and upon the terms and conditions set ---------- forth hereinof this Agreement, each Lender severally agrees to make Advances in Dollars or an Alternative Currency (as specified in the Lender agrees, at any time and respective Borrowing Notice) to the Borrower under the Revolving Credit Facility from time to time prior from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the Expiry Date (or total borrowing requested by the Borrower on any day determined by such earlier date as Lender's Applicable Commitment Percentage up to but not exceeding a Dollar Value equal to the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have been terminated pursuant to the terms hereof), no obligation to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: any such Advance (i) shall be made at any time so long as a Default or an Event of Default has occurred and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the Dollar Value of the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with not exceed the provisions hereof; and (iv) shall be made against the pledge by Total Revolving Credit Commitment. Within such limits, the Borrower of Eligible Mortgage Loansmay borrow, Eligible Nonconforming Mortgage Loans or Liquid Assets repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as Collateral for such Advance as provided herein to borrowings and in reborrowings) not including, the Warehouse Security AgreementRevolving Credit Termination Date; provided, however, that (1y) no Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment Stated Termination Date and (yz) each Eurodollar Rate Loan may, subject to the Borrowing Baseprovisions of Section 2.7, at such time, (2) be repaid only on the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% last day of the CommitmentInterest Period with respect thereto unless such payment is accompanied by the additional payment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitmentif any, (4) the aggregate principal amount of Advances outstanding at any time secured required by Jumbo Loans shall not exceed 75% of the Commitment, (Section 5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. (a) Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the each Lender agrees, at any time and from time to time on or prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof)Termination Date, to make an advance or advances (each an "Advance" and, collectively, the "Advances") Advances to the Borrowers in the aggregate amount at any time outstanding not to exceed the Commitment of such Lender. The right of any Borrower to obtain an Advance hereunder, as opposed to the right of any other Borrower, which Advance: shall be on a “first come, first served” basis. (b) The Advances made pursuant hereto by the Lenders (i) shall shall, at the option of the applicable Borrower, be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; Prime Rate Loans, Overnight Rate Loans or LIBOR Loans, (ii) shall bear interest as provided be ratable among each Lender in Section 2.07; accordance with such Lender’s Commitment Ratio and (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loansnot exceed, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; providedaggregate principal amount outstanding at any one time, howeverthe aggregate amount of the Commitments. In addition, that no Borrower may request an Advance hereunder if, after giving effect to the requested Advance, either (1i) the aggregate -------- ------- amount of all Loans outstanding to such Borrower is greater than thirty-three and one-third percent (33 1/3%) of the Net Asset Value of such Borrower on the date of the requested Advance or (ii) the outstanding Indebtedness of such Borrower would exceed the maximum Indebtedness permitted to be borrowed by such Borrower as set forth in such Borrower’s Prospectus. Notwithstanding the foregoing, and without in any way limiting the rights of the Lenders to refuse to make any Advance hereunder to a particular Borrower at any time any Default or Event of Default has occurred and is continuing with respect to such Borrower, such Borrower may not select a LIBOR Loan if, at the time of such selection, a Default or Event of Default has occurred and exists hereunder with respect to such Borrower. LIBOR Loans shall in all cases be subject to Section 2.05(e) and Article VIII hereof. There may be only one Advance on any day for each Borrower. Within the foregoing limits and subject to the conditions set out in Article III, each Borrower may borrow under this Section, repay, prepay and reborrow. (c) The aggregate principal amount of Advances outstanding each Advance of a LIBOR Loan, an Overnight Rate Loan or a Prime Rate Loan hereunder shall be not less than $1,000,000 and shall be in an integral multiple of $1,000,000 (except for an Advance in the amount of the then-unused aggregate Commitments). (d) Each Borrower shall have the right, upon at any time least three Business Days“ notice to the Agent, to terminate in whole or permanently reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided that each partial reduction shall be in the aggregate amount of $1,000,000 or an integral multiple thereof and provided further that the aggregate amount of the Commitments of the Lenders shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) be reduced to an amount that is less than the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentthen outstanding.

Commitment. Subject to and upon the terms and conditions set ---------- forth hereinof this Agreement, each Lender severally agrees to make Loans to the Lender agrees, at any time and Borrower under the Revolving Credit Facility in Dollars from time to time prior from the A&R Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the Expiry Date (or total borrowing requested by the Borrower on any day determined by such earlier date as ▇▇▇▇▇▇’s Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have been terminated pursuant to the terms hereof), no obligation to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: any such Loan (i) shall be made at any time so long as a Default or an Event of Default has occurred and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; is continuing or (ii) shall bear interest if the Agent has accelerated the maturity of any of the Loans as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereofa result of an Event of Default; and (iv) provided, further, that immediately after giving effect to each such Loan the amount of Revolving Credit Outstandings shall be made against not exceed the pledge by Total Revolving Credit Commitment. Within such limits, the Borrower of Eligible Mortgage Loansmay borrow, Eligible Nonconforming Mortgage Loans or Liquid Assets repay and reborrow under the Revolving Credit Facility on a Business Day from the A&R Closing Date until, but (as Collateral for such Advance as provided herein to borrowings and in reborrowings) not including, the Warehouse Security AgreementRevolving Credit Termination Date; provided, however, that (1) no Revolving Loan that is a SOFR Loan shall be made which has an Interest Period that extends beyond the aggregate -------- ------- principal amount earliest Stated Termination Date applicable to any Revolving Credit Commitments as provided in the definition of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment “Interest Period” and (y) the Borrowing Base, at such time, (2) each Revolving Loan that is a SOFR Loan may, subject to the aggregate principal amount provisions of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% Section 2.7, be repaid only on the last day of the CommitmentInterest Period with respect thereto unless such payment is accompanied by the additional payment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitmentif any, (4) the aggregate principal amount of Advances outstanding at any time secured required by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentSection 5.5.

Commitment. (a) Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the each Lender severally agrees, at any time and from time to time on and after the Restatement Effective Date and prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof)Final Maturity Date, to make an advance a loan or advances loans (each an "Advance" each, a “Revolving Loan” and, collectively, the "Advances"“Revolving Loans”) to one or more of the BorrowerBorrowers (on a several basis), which Advance: Revolving Loans (i) shall be made at any time and from time to time maintained in accordance with the terms hereof on and after the Effective Date and prior to the Expiry DateDollars; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; (iii) except as hereinafter provided, may, at the option of each Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and not exceed in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances Principal Amount outstanding at any time shall not exceed the lesser of either (x) the Commitment and Loan Sublimit at such time or (y) when added to the Borrowing Base, sum of the aggregate Principal Amount of all Competitive Bid Loans then outstanding and all Letter of Credit Outstandings at such time, the Total Commitment at such time. (2b) Subject to and upon the aggregate principal amount of Advances outstanding terms and conditions herein set forth, each Lender severally agrees that one or more Borrowers may (on a several basis) incur a loan or loans (each, a “Competitive Bid Loan” and, collectively, the “Competitive Bid Loans”) from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time secured by Mortgage-backed Securities and from time to time on and after the Restatement Effective Date and prior to the date which is three Business Days preceding the date which is 10 days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate Principal Amount of Competitive Bid Loans outstanding shall not exceed 0% of the Commitment, either (3x) when added to the aggregate principal amount Principal Amount of Wet Advances outstanding Revolving Loans then outstanding, the Loan Sublimit at any such time shall not exceed 30% of the Commitment, or (4y) when added to the aggregate principal amount Principal Amount of Advances all Revolving Loans then outstanding and the Letter of Credit Outstandings at any time secured by Jumbo Loans shall not exceed 75% of such time, the Commitment, (5) the aggregate principal amount of Advances outstanding Total Commitment at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentsuch time.

Commitment. Subject to and upon the terms and conditions herein ---------- set ---------- forth hereinforth, the each Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), severally agrees to make an advance a loan or advances loans (each an each, a "AdvanceLoan" and, collectively, the "AdvancesLoans") to the Borrower, which Advance: Loans shall be drawn, to the extent such Lender has a commitment under such Facility, under the Term Facility and the Revolving Facility, as set forth below: (a) Loans under the Term Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be made pursuant to a single drawing on the Initial Borrowing Date, (ii) may be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans provided that all Term Loans outstanding as part of the same Borrowing shall, unless specifically provided herein, consist of Term Loans of the same Type and (iii) shall not exceed in aggregate principal amount for any TF Lender at the time of incurrence thereof the Term Commitment of such Lender in effect on such date. Once repaid, Term Loans borrowed hereunder may not be reborrowed. (b) Loans under the Revolving Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Initial Borrowing Date and prior to the Expiry Revolving Maturity Date; , (ii) shall bear interest except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided in Section 2.07; that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; and , (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loansnot exceed for all RC Lenders at any time outstanding that aggregate principal amount which, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) when combined with the aggregate -------- ------- principal amount of Advances outstanding all Swingline Loans then outstanding, the Borrowing Base at such time and (v) shall not exceed for any RC Lender at any time shall not exceed outstanding that aggregate principal amount which, when combined with the lesser aggregate outstanding principal amount of all other Revolving Loans of such Lender and such Lender's Adjusted RC Percentage of the sum of (x) the Commitment Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the Borrowing Baseoutstanding principal amount of Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals (1) if such RC Lender is a Non-Defaulting Lender, the Adjusted Revolving Commitment of such RC Lender at such time and (2) if such RC Lender is a Defaulting Lender, the Revolving Commitment of such RC Lender at such time. (c) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan", and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of Advances all Revolving Loans made by Non-Defaulting Lenders then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Commitment then in effect (after giving effect to any reductions to the Adjusted Total Revolving Commitment on such date), (iv) shall not exceed in aggregate principal amount at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitmentoutstanding, (3) when combined with the aggregate principal amount of Wet Advances outstanding all Revolving Loans then outstanding, the Borrowing Base at such time and (v) shall not exceed in aggregate principal amount at any time shall outstanding the Maximum Swingline Amount. BTCo will not exceed 30% make a Swingline Loan after it has received written notice from the Required Lenders that one or more of the Commitmentapplicable conditions to Credit Events specified in Section 5.02 are not then satisfied. (d) On any Business Day, BTCo may, in its sole discretion, give notice to the RC Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RC Lenders pro rata based on each RC --- ---- Lender's Adjusted RC Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each RC Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (4ii) whether any conditions specified in Section 5.02 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the aggregate principal amount date of Advances such Mandatory Borrowing and (v) any reduction in the Total Revolving Commitment or the Adjusted Total Revolving Commitment or the Borrowing Base after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RC Lender (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding at any time secured by Jumbo Swingline Loans as shall be necessary to cause the RC Lenders to share in such Swingline Loans ratably based upon their respective Adjusted RC Percentages, provided that all interest payable on the Swingline Loans shall not exceed 75% be for the account of BTCo until the Commitmentdate the respective assignment is purchased and, (5) to the aggregate principal amount extent attributable to the purchased assignment, shall be payable to the RC Lender purchasing same from and after such date of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentpurchase.

Commitment. (a) Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), each Bank severally agrees to make an advance a revolving credit loan or advances loans (each an a "AdvanceRevolving Credit Loan" and, collectivelycollectively with all other Loans (including the Swing Line Loans and the Competitive Bid Loans), the "AdvancesLoans") under the Facility to the Borrower, which Advance: Revolving Credit Loans (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Initial Borrowing Date and prior to the Expiry Maturity Date; , (ii) shall bear interest except as hereinafter provided, may, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans; provided, however, that all Revolving Credit Loans made as part of the same Borrowing shall, unless otherwise specifically provided in Section 2.07; herein, consist of Loans of the same Type, (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; and , (iv) together with all other Loans and all Letter of Credit Outstandings, shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and not exceed in the Warehouse Security Agreement; providedaggregate for all Banks at any time outstanding, however, that the Total Commitment and (1v) shall not exceed for any Bank at any time outstanding the aggregate -------- ------- principal amount which, when combined with the aggregate outstanding principal amount of Advances outstanding all other Loans (excluding Competitive Bid Loans) of such Bank and with such Bank's Adjusted Percentage of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Loans) at any such time, equals (A) if such Bank is a Non-Defaulting Bank, the Adjusted Commitment of such Bank at such time and (B) if such Bank is a Defaulting Bank, the Commitment of such Bank at such time, provided, the Commitment of the Swing Line Bank shall be calculated independently of its Commitment to make Revolving Credit Loans. (i) Subject to and upon the terms and conditions herein set forth, the Swing Line Bank hereby severally agrees to make a loan or loans (the "Swing Line Loans") under the Facility to Borrower, which Swing Line Loan shall be subject to the terms contained in paragraph (a) of this Section 1.01, but shall not be subject to the Minimum Borrowing Amount requirements. All Swing Line Loans, in the aggregate, shall not exceed the lesser total Swing Line Commitment, and shall be held by the Swing Line Bank, subject to subparagraph (b)(ii). Borrowings under the Swing Line Loan may be repaid and reborrowed in accordance with the provisions hereof. Except as otherwise set forth herein, any Loans or Borrowings made under the Swing Line Commitment shall count as a Loan for all purposes hereunder (except for the calculation of the Fees payable under Section 3.01(a) hereof), and, specifically, such Loans or Borrowings shall reduce the amount available to Borrower under the Total Commitment, provided, such Loans or Borrowings shall not reduce the Available Unutilized Commitment of the Swing Line Bank. The total amount of all Loans outstanding, including all Swing Line Loans, plus all Letter of Credit Outstandings shall never exceed the Total Commitment. (xii) At any time before or after a Default or Event of Default, the Commitment Swing Line Bank, in its sole and absolute discretion, may give notice to the Administrative Agent to request each Bank, including the Swing Line Bank, to make a Loan as a Base Rate Revolving Credit Loan in an amount equal to such Bank's Percentage times the outstanding principal balance of any Swing Line Loan outstanding on the date such notice is given; provided that the provision of this subsection shall not affect the obligation of the Borrower to prepay Swing Line Loans in accordance with the terms hereof. Unless the Commitments shall have expired or terminated, each Bank shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Bank on the next Business Day following such request, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loan. (yiii) At any time before or after a Default or Event of Default, if the Borrowing BaseCommitments shall have expired or be terminated while any Swing Line Loan is outstanding, each Bank, at the sole option of the Swing Line Bank, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Credit Loan as a Base Rate Loan which such timeLoan shall be deemed a Loan for all purposes of this Agreement and the other Credit Documents or (B) be deemed, (2) without further action by any Person, to have purchased from the aggregate Swing Line Bank a participation in such Swing Line Loan in either case in an amount equal to such Bank's Percentage times the outstanding principal balance of such Swing Line Loan. The Administrative Agent shall notify each such Bank of the amount of Advances outstanding such Revolving Credit Loan or participation and such Bank will transfer to the Administrative Agent for the account of the Swing Line Bank on the next Business Day following such notice, in immediately available funds, the amount of its Revolving Credit Loan or participation. (iv) If any such Bank shall not have so made its Revolving Credit Loans or its percentage participation available to the Administrative Agent pursuant to this Section 1.01(b), such Bank agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate on the date payment is to be made to the Administrative Agent. Whenever, at any time secured after the Administrative Agent has received from any Bank such Revolving Credit Loan or participating interest in a Swing Line Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Bank its Percentage in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's Percentage interest was outstanding and funded) which payment shall be subject to repayment by Mortgage-backed Securities such Bank if such payment received by the Administrative Agent is required to be returned. Each Bank's obligation to make the Revolving Credit Loans or purchase such participating interests pursuant to this Section 1.01(b) shall be absolute and unconditional and shall not exceed 0% be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may have against the Swing Line Bank, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by the Borrower or any other Bank; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Loan, once so participated by any Bank, shall cease to be a Swing Line Loan with respect to that amount for purposes of this Agreement but shall continue to be a Revolving Credit Loan and be evidenced by such Bank's Note. (c) No Bank shall be committed to make a Competitive Bid Loan, and any such Loan shall be made pursuant to the procedures and agreements set forth in Section 1.03(c). Except as otherwise set forth herein, Competitive Bid Loans, if made, shall count as a Loan for all purposes (except for calculation of the Fees payable under Section 3.01(a) hereof and the limitation of any Bank's aggregate Loans outstanding under its Commitment). Specifically, such Loans or Borrowings shall reduce the amount available to Borrower under the Total Commitment (3) except for calculation of the aggregate principal Fees due under Section 3.01(a)), provided, such Loans or Borrowings shall not reduce the Available Unutilized Commitment of any Bank making such Loans. The total amount of Wet Advances outstanding at any time all Loans outstanding, including all Competitive Bid Loans, plus all Letter of Credit Outstandings, shall not never exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Total Commitment. (d) In no event shall the total of all Loans and Letter of Credit Outstandings hereunder exceed the Total Commitment.

Commitment. Subject to the terms and upon conditions of this Agreement (including without limitation Section 2.3 hereof), each Revolving Credit Lender severally and for itself alone agrees to make Advances of the Revolving Credit in any one or more of the Permitted Currencies to any of the Borrowers from time to time on any Business Day during the period from the Restatement Date until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any Revolving Credit Advances outstanding in Dollars and the Current Dollar Equivalent of any Advances outstanding in Alternative Currencies, not to exceed at any one time outstanding such Revolving Credit Lender’s Revolving Credit Percentage. Except as provided in Section 2.12 hereof, for purposes of this Agreement, Revolving Credit Advances in Alternative Currencies shall be determined, denominated and redenominated as set forth in Section 2.11 hereof. Subject to the terms and conditions set ---------- forth herein, advances, repayments and readvances may be made under the Lender agrees, at any time and from time to time prior Revolving Credit. Advances of the Revolving Credit shall be subject to the Expiry Date following additional conditions and limitations: (a) No Permitted Borrower shall be entitled to request an Advance of the Revolving Credit or such earlier date as the Commitment shall have been terminated pursuant to Swing Line or the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: issuance of a Letter of Credit hereunder until (i) shall be made at any time it has become a party to this Agreement, either by execution and from time delivery of this Agreement, or by execution and delivery of a Permitted Borrower Addendum to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; this Agreement, (ii) shall bear interest as provided in Section 2.07; it has become a party to the applicable Guaranty either by execution and delivery of such Guaranty or by execution and delivery of a Joinder Agreement to such Guaranty, and (iii) in the case of each Permitted Borrower, Company has encumbered and/or delivered (or caused to be encumbered and/or delivered), as the case may be prepaid be, pursuant to a Pledge Agreement those Equity Interests issued by such Permitted Borrower and reborrowed in accordance with owned (directly or indirectly) by Company by authority documents, legal opinions and other supporting documents as reasonably required by Agent and the provisions hereof; and Required Revolving Credit Lenders hereunder; (ivb) No Subsidiary which is a Permitted Borrower as of the Restatement Date nor any Foreign Subsidiary which becomes a Permitted Borrower after the Restatement Date shall be made against the pledge by the Borrower of Eligible Mortgage Loansentitled to request or maintain (or, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; providedcase of any Eurocurrency-based Advance, however, that (1maintain beyond any applicable Interest Period then in effect) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% an Advance of the Commitment, (3) Revolving Credit or the aggregate principal amount Swing Line or the issuance of Wet Advances outstanding at any time shall not exceed 30% a Letter of the Commitment, (4) the aggregate principal amount Credit hereunder if it ceases to be a Wholly Owned Subsidiary of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentCompany.

Commitment. (a) Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the each Revolving Lender agreesseverally, at but not jointly, agrees to make a Loan or Loans denominated in US Dollars or any time and from time to time prior Alternative Revolver Currency to the Expiry Date Borrower from its Lending Office (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof)each, to make an advance or advances (each an "Advance" a “Revolving Facility Loan” and, collectively, the "Advances"“Revolving Facility Loans”) in an aggregate principal amount not to exceed at any time outstanding the Borroweramount of such Lender’s Revolving Facility Commitment, which Advance: provided that such Revolving Facility Loans (iA) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Closing Date and prior to the Expiry Revolving Facility Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as ABR Loans, SOFR Loans, Canadian Prime Rate Loans, CDOR Loans, Euribor Loans or S▇▇▇▇ Loans, and ABR Loans may be converted into SOFR Loans and vice versa, and Canadian Prime Rate Loans may be converted into CDOR Rate Loans, and vice versa; provided that all Revolving Facility Loans made by each of the Revolving Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Facility Loans of the same Type, (ii) shall bear interest as provided in Section 2.07; (iiiC) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 11.5(1)) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Revolving Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Lender’s share of the Principal Outstanding at such time exceeding such Revolving Lender’s Revolving Facility Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Principal Outstanding under the Revolving Facility at such time exceeding the Total Revolving Facility Commitments then in effect. (b) Subject to and upon the terms and conditions herein set forth, each Initial Term Lender severally, but not jointly, agrees to make a Loan or Loans denominated in US Dollars (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Commitment of such Lender. Such Initial Term Loans (i) may at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or SOFR Loans; provided that all Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 11.5(1) or 2.4(5)), but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Commitments. On the Initial Term Maturity Date, all then unpaid Initial Term Loans shall be made against the pledge by repaid in full in US Dollars. Each applicable Lender shall make available to the Borrower through its applicable Lending Office its Rateable Portion of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets all Accommodations under each Credit Facility (as Collateral for such Advance as provided herein and applicable) in the Warehouse Security accordance with this Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject to and upon the terms and conditions hereof and in reliance upon the representations and warranties set ---------- forth herein, each Lender severally agrees to make available to the Lender agrees, at any time and Borrower revolving credit loans requested by the Borrower in Dollars ("LOANS") up to such Lender's Commitment from time to time prior to from the Expiry Closing Date (until the Termination Date, or such earlier date as the Commitment Commitments shall have been terminated pursuant to as provided herein for the terms hereof)purposes hereinafter set forth; PROVIDED, to make an advance HOWEVER, that the sum of the aggregate principal amount of outstanding Loans shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000.00) (as such aggregate maximum amount may be reduced or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and increased from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.073.4, the "COMMITTED AMOUNT"); (iii) PROVIDED, FURTHER, with regard to each Lender individually, such Lender's outstanding Loans shall not exceed such Lender's Commitment. Loans may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may request, and may be prepaid repaid and reborrowed in accordance with the provisions hereof; and (iv) PROVIDED, HOWEVER, that no more than 15 Eurodollar Loans shall be made against the pledge by the Borrower of Eligible Mortgage outstanding hereunder at any time. For purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, Eligible Nonconforming Mortgage even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period. Loans or Liquid Assets as Collateral for such Advance as provided herein hereunder may be repaid and reborrowed in accordance with the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentprovisions hereof.

Commitment. Subject to and upon the terms and conditions herein set ---------- forth, each Lender severally agrees to make a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrower, which Loans shall be drawn, to the extent such Lender has a Commitment under such Facility, under the Term Facility, the Revolving Facility and the Swingline Facility, as set forth below: (a) Loans under the Term Facility (each a “Term Loan” and, collectively, the “Term Loans”) (i) shall be made pursuant to a single borrowing which shall be on the Effective Date and (ii) shall not exceed in aggregate principal amount for any Lender at the time of incurrence thereof the Term Commitment, if any, of such Lender. Once repaid, Term Loans borrowed hereunder may not be reborrowed. (b) Loans under the Revolving Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) shall be made, subject to the last sentence of this Section 1.1(b), at any time and from time to time on and after the Effective Date and prior to the Revolving Facility Final Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s Revolving Percentage and (y) the sum of (I) the aggregate amount of Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Commitment of such Lender at such time and (v) shall not exceed in aggregate principal amount at any time outstanding, when added to the sum of (x) the aggregate amount of Letters of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, the Total Revolving Commitment. The Revolving Loans may be borrowed on the Effective Date in an aggregate amount not to exceed $5,000,000. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Swingline Expiry Date; , to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be made and maintained as ABR Loans, (ii) shall bear interest as provided in Section 2.07; not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time, the Total Revolving Commitment then in effect, and (iv) may be prepaid repaid and reborrowed in accordance with the provisions hereof; . On the Swingline Expiry Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice (which notice of rescission such Person or Persons shall give to the Swingline Lender promptly upon the discontinuance of such Default or Event of Default) or (ii) the waiver of such Default or Event of Default in accordance with this Agreement. Also, the Swingline Lender shall not have any obligation to make any Swingline Loan in the event a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to any such Defaulting Lender’s or Lenders’ obligations to fund Mandatory Borrowings, including by collateralizing such Defaulting Lender’s or Lenders’ Revolving Percentages of the Swingline Loans outstanding from time to time. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.5), in which case a Borrowing of Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders with a Revolving Commitment pro rata based on such Lender’s Revolving Percentages and the proceeds thereof shall be applied directly to the Swingline Lender to repay such outstanding Swingline Loans. Each Lender with a Revolving Loan Commitment hereby irrevocably agrees to make such Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for a Borrowing specified in Section 1.2, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) the date of such Mandatory Borrowing and (iv) any reduction in the Total Revolving Commitment after such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Lender with a Revolving Commitment hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty), by assignment, such outstanding Swingline Loans as shall be made against necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Revolving Percentages, provided that all interest payable on such Swingline Loans shall be for the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% account of the CommitmentSwingline Lender until the date the respective purchase is made and, (3) to the aggregate principal amount extent attributable to such purchase, shall be payable to such Lender purchasing same from and after such date of Wet Advances outstanding at any time purchase. Each Lender’s obligations pursuant to the preceding sentence shall not exceed 30% be absolute and unconditional. Notwithstanding the foregoing provisions of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"this Section 1.1(c), (6) there shall be no Swingline Loans outstanding on the aggregate principal amount last day of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentcalendar quarter.

Commitment. Subject to and upon the terms and conditions herein set ---------- forth, each Lender severally agrees to make a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrowers, on a joint and several basis, which Loans shall be drawn, to the extent such Lender has a Commitment under such Facility, under the Tranche B Term Facility, the Tranche C Term Facility, the Revolving Facility and the Swingline Facility, as set forth below: (a) Loans under the Tranche B Term Facility (each a “Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) were made pursuant to a single borrowing on the First Restatement Effective Date. Once repaid, Tranche B Term Loans may not be reborrowed. (b) Loans under the Revolving Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) shall be made, subject to the last sentence of this Section 1.1(b), at any time and from time to time on and after the First Restatement Effective Date and prior to the Revolving Facility Final Maturity Date, (ii) except as hereinafter provided, may, at the option of either Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s Revolving Percentage and (y) the sum of (I) the aggregate amount of Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Commitment of such Lender at such time and (v) shall not exceed in aggregate principal amount at any time outstanding, when added to the sum of (x) the aggregate amount of Letters of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, the Total Revolving Commitment. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time after the First Restatement Effective Date and prior to the Swingline Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof)Date, to make an advance a loan or advances loans (each an "Advance" a “Swingline Loan” and, collectively, the "Advances"“Swingline Loans”) to the either Borrower, which Advance: Swingline Loans (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; maintained as ABR Loans, (ii) shall bear interest as provided in Section 2.07; not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time, the Total Revolving Commitment then in effect and (iv) may be prepaid repaid and reborrowed in accordance with the provisions hereof; . On the Swingline Expiry Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either Borrower or any Lender stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice (which notice of rescission such Person or Persons shall give to the Swingline Lender promptly upon the discontinuance of such Default or Event of Default) or (ii) the waiver of such Default or Event of Default in accordance with this Agreement. Also, the Swingline Lender shall not have any obligation to make any Swingline Loan in the event a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swingline Lender’s risk with respect to any such Defaulting Lender’s or Lenders’ obligations to fund Mandatory Borrowings, including by collateralizing such Defaulting Lender’s or Lenders’ Revolving Percentages of the Swingline Loans outstanding from time to time. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.5), in which case a Borrowing of Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders with a Revolving Commitment pro rata based on each of such Lender’s Revolving Percentages and the proceeds thereof shall be applied directly to the Swingline Lender to repay such outstanding Swingline Loans. Each Lender with a Revolving Loan Commitment hereby irrevocably agrees to make such Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for a Borrowing specified in Section 1.2, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) the date of such Mandatory Borrowing and (iv) any reduction in the Total Revolving Commitment after such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of either Borrower), each Lender with a Revolving Commitment hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty), by assignment, such outstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Revolving Percentages, provided that all interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective purchase is made and, to the extent attributable to such purchase, shall be payable to such Lender purchasing same from and after such date of purchase. Each Lender’s obligations pursuant to the preceding sentence shall be absolute and unconditional. Notwithstanding the foregoing provisions of this Section 1.1(c), there shall be no Swingline Loans outstanding on the last day of any calendar quarter. (d) Loans under the Tranche C Term Facility (each a “Tranche C Term Loan” and, collectively, the “Tranche C Term Loans”) shall be made against pursuant to a single borrowing on the pledge by the Borrower of Eligible Mortgage LoansFirst Amendment Effective Date. Once repaid, Eligible Nonconforming Mortgage Tranche C Term Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall may not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentbe reborrowed.

Commitment. Subject to and upon the terms and conditions herein set ---------- forth (including, in the case of Incremental B Term Loans, the terms and conditions of Section 1.14), each Lender severally agrees to make and/or continue a loan or loans (each, a “Loan” and, collectively, the “Loans”) to the Borrower, as set forth below: (a) Loans under the Initial B Term Facility (each, an “Initial B Term Loan” and, collectively, the “Initial B Term Loans”) (i) shall be made to the Borrower by each Lender with an Initial B Term Commitment pursuant to a single drawing on the Initial Borrowing Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all Initial B Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of Initial B Term Loans of the same Type and (y) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of Initial B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may be made no earlier than the fourth Business Day, and no later than the fifth Business Day, after the Initial Borrowing Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, and (iii) shall not exceed in aggregate principal amount for any Lender agreesin respect of any incurrence of Initial B Term Loans the Initial B Term Commitment, if any, of such Lender as in effect immediately prior to such incurrence. Once prepaid or repaid, Initial B Term Loans may not be reborrowed. (b) Loans under the Delayed-Draw Term Facility (each, a “Delayed-Draw Term Loan” and, collectively, the “Delayed-Draw Term Loans”) (i) shall be made to the Borrower by each Lender with a Delayed-Draw Term Commitment pursuant to one or more drawings after the Initial Borrowing Date for the purposes described in Section 5.05(b), (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Delayed-Draw Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of Delayed-Draw Term Loans of the same Type and (iii) shall not exceed in aggregate principal amount for any Lender in respect of any incurrence of Delayed-Draw Term Loans the Delayed-Draw Term Commitment, if any, of such Lender as in effect immediately prior to such incurrence. Once prepaid or repaid, Delayed-Draw Term Loans may not be reborrowed. (c) Loans under the Revolving Facility (each, an “RF Loan” and, collectively, the “RF Loans”) (i) shall be made to the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Expiry RF Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all RF Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of RF Loans of the same Type and (y) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of RF Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (or such earlier or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same date as the Commitment initial Borrowing of Initial B Term Loans that are maintained as Eurodollar Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall have been terminated pursuant not exceed (giving effect to any incurrence thereof and the use of the proceeds of such incurrence) for any Lender in aggregate principal amount at any time outstanding that amount which, when added to such Lender’s Percentage of the sum of (x) the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of RF Loans) at such time and (y) the outstanding principal amount of Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of RF Loans) at such time, equals the Revolving Commitment, if any, of such Lender at such time. (d) Subject to and upon the terms hereof)and conditions herein set forth, the Swingline Lender agrees to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Initial Borrowing Date and prior to the Swingline Expiry Date; , a loan or loans to the Borrower (each, a “Swingline Loan,” and, collectively the “Swingline Loans”), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; , (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all RF Loans then outstanding (exclusive of RF Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Revolving Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(d), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RF Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RF Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of RF Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 8.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 8), in which case a Borrowing of RF Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made against on the pledge immediately succeeding Business Day by all RF Lenders pro rata based on each RF Lender’s Percentage, and the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral proceeds thereof shall be applied directly to repay the Swingline Lender for such Advance as provided herein outstanding Swingline Loans. Each RF Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the Warehouse Security Agreement; providedmanner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding: (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, however(ii) whether any conditions specified in Section 4.02 or 4.03 are then satisfied, that (1iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the aggregate -------- ------- principal amount date of Advances such Mandatory Borrowing and (v) any reduction in the Total Revolving Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RF Lender (other than the Swingline Lender) hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such assignment of the outstanding at any time Swingline Loans as shall not exceed be necessary to cause the lesser of RF Lenders to share in such Swingline Loans ratably based upon their respective Percentages, provided that (x) all interest payable on the Commitment Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the RF Lender purchasing same from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RF Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing Basewould otherwise have occurred to but excluding the date of payment for such participation, at such timethe overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to RF Loans maintained as Base Rate Loans hereunder for each day thereafter. (f) Loans under the Incremental B Term Facility (each, an “Incremental B Term Loan” and, collectively, the “Incremental B Term Loans”) (i) shall be made to the Borrower by each Lender with an Incremental B Term Commitment pursuant to a single drawing on the respective Incremental B Term Loan Borrowing Date, (2ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Incremental B Term Loans incurred on such Incremental B Term Loan Borrowing Date shall be added to the then outstanding Borrowings of Initial B Term Loans as provided in Section 1.14(c) and (iii) shall not exceed in an aggregate principal amount for any Lender in respect of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% incurrence of Incremental B Term Loans the Incremental B Term Commitment, (3) the aggregate principal amount if any, of Wet Advances outstanding at any time shall such Lender as in effect immediately prior to such incurrence. Once repaid, Incremental B Term Loans may not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentbe reborrowed.

Commitment. Subject ▇▇▇▇▇ ▇▇▇▇ (“Investor”) is pleased to advise you that Investor, on behalf of itself (and upon the terms one or more of its Investor Assignees (as defined below), if applicable), hereby irrevocably commits and conditions set ---------- forth herein, the Lender agreesagrees to make a capital contribution to Parent, at any time and from time to time prior to or substantially concurrently with the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof)Closing, to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof and subject to the conditions set forth in this letter agreement (this “Agreement”), directly or indirectly, in an aggregate value equal to $855,099.50 (the “Commitment”), subject to reduction as set forth in this Section 1. Investor’s Commitment may be satisfied, in Investor’s sole discretion, by (i) a cash contribution to Parent by, or on and after behalf of, Investor, (ii) a contribution to Parent of shares of Class A common stock, par value $0.0001 per share, of the Effective Date and Company (the “Company Class A Shares”) held by Investor or its Affiliates as of immediately prior to the Expiry Date; Closing, or (iii) a combination of the foregoing. For purposes of determining the value of Investor’s contribution pursuant to the foregoing clauses (ii) and (iii), including determining whether the Commitment has been satisfied, each Company Class A Share contributed by Investor shall bear interest be ascribed a value equal to the Merger Consideration. At least three (3) business days prior to the Closing, Investor shall deliver to Parent an election notice in the form of Exhibit A attached hereto (the “Election Notice”), specifying the portion of the Commitment that will be satisfied pursuant to each of the foregoing clauses (i) through (iii). The cash proceeds of the Commitment, if any, together with the cash proceeds of the capital contributions made to Parent pursuant to the other Equity Commitment Letters (the “Signing Equity Commitment Letters”) and Debt Commitment Letter (the “Debt Commitment Letter”) delivered to Parent by certain other investors (the “Signing Investors”) as provided of the date hereof and the Interim Commitment Letters (as defined below) shall be used by Parent for one or more of the following purposes, and not for any other purpose whatsoever: (i) to satisfy Parent’s and Merger Sub’s payment obligations under the Merger Agreement and the expenses of Parent, ▇▇▇▇▇▇ Sub, ▇▇▇▇▇ ▇. ▇▇▇▇, and Dr. ▇▇▇▇ ▇▇▇▇▇▇ required to be reimbursed by the Company pursuant to that certain Interim Investors’ Agreement, dated as of the date hereof, by and among Parent, Merger Sub, Investor, and the Other Investors (the “Interim Investors’ Agreement”) (the payments in Section 2.07; this clause (i), collectively, the “Closing Payments”), (ii) after the Closing, for working capital and general corporate purposes of Parent and its Subsidiaries, or (iii) for the purposes of financing cash shortfalls at the Company during the period between the date hereof and the Closing or as otherwise necessary to consummate the Transactions. The value of the Commitment (a) may be prepaid and reborrowed reduced by Parent by written notice prior to the Closing only in accordance with the provisions hereof; terms of the Investor Investors’ Agreement, and only so long as Parent shall have, assuming the receipt of all proceeds under this Agreement, the applicable Signing Equity Commitment Letters, the Debt Commitment Letter, and any other financing commitments delivered to Parent on or after the date hereof (the “Interim Commitment Letters” and together with the Signing Equity Commitment Letters and the Debt Commitment Letter, the “Other Commitment Letters”, and the commitment parties to the Interim Commitment Letters, the “Interim Investors” and together with the Signing Investors, the “Other Investors”) in a form consented to by the Company in writing (such consent not to be unreasonably withheld, conditioned, or delayed), sufficient funds to satisfy the Closing Payments in full and (ivb) shall be made against reduced automatically in an amount equal to any indebtedness funded by Investor to the pledge by Company after the Borrower of Eligible Mortgage Loansdate hereof, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and including, without limitation, pursuant to any Interim Commitment Letter, if any. At the Closing, Investor, together with any Investor Assignee, shall, in the Warehouse Security Agreement; providedaggregate, however, that have sufficient means (1whether through a cash contribution or rollover of Company Class A Shares) to make a capital contribution in the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment. None of Investor nor any Investor Assignee shall, under any circumstance, be obligated to (3) the aggregate principal amount of Wet Advances outstanding at or be obligated to cause any time shall not exceed 30% other Person to), directly or indirectly, contribute to, purchase equity or debt from, make an investment in or otherwise provide funds or assets to Parent or any other Person pursuant to this Agreement in excess of the CommitmentCommitment (it being understood that nothing herein shall be deemed to limit or otherwise impair any of Investor’s commitments or obligations pursuant to the Warrant Exchange Agreement or the Noteholder Conversion Agreement). Notwithstanding anything to the contrary set forth in this Agreement, (4) in no event shall the aggregate principal amount cumulative liability of Advances outstanding at Investor and any time secured by Jumbo Loans shall not Investor Affiliate under this Agreement exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. (a) Subject to and upon the terms and conditions set ---------- forth herein, the each Lender agreesseverally agrees to make, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Second Restatement Effective Date and prior to the Expiry Final Maturity Date, one or more additional loans (the “Revolving Loans” and each a “Revolving Loan”) to one or more of the Borrowers (on a several basis), which Revolving Loans: (i) may be made and maintained in such Approved Currency as is requested by the applicable Borrower (except in the case of Base Rate Loans, which shall only be Dollar-denominated); (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; (iii) except as hereinafter provided, may, at the option of any Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iv) shall be made against not exceed in aggregate Principal Amount, after adding thereto the pledge by the Borrower sum of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1I) the aggregate -------- ------- principal amount Principal Amount of Advances all other Revolving Loans then outstanding, (II) the aggregate Principal Amount of all Competitive Bid Loans then outstanding, and (III) the aggregate Principal Amount of all Swingline Loans then outstanding, the Total Commitment at such time (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans). (b) Subject to and upon the terms and conditions set forth herein, (I) on the Second Restatement Effective Date, the Existing Competitive Bid Loans made by each Existing Lender to any Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date (immediately prior to giving effect thereto) shall be continued, and shall remain outstanding, as Borrowings of Loans hereunder to such Borrower and (II) each Lender severally agrees that one or more Borrowers may, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, (on a several basis) incur a loan or loans (together with the Existing Competitive Bid Loans continued pursuant to clause (I) above, the “Competitive Bid Loans” and each, a “Competitive Bid Loan”) from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Second Restatement Effective Date and prior to the date which is the third Business Day preceding the date which is seven days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding Principal Amount of Competitive Bid Loans, when combined with the then aggregate outstanding Principal Amount of all Revolving Loans and the aggregate Principal Amount of all Swingline Loans, shall not exceed the lesser of (x) the Total Commitment and (y) the Borrowing Base, at such time. (c) Subject to and upon the terms and conditions herein set forth the Swingline Lender in its individual capacity agrees to make, (2) the aggregate principal amount of Advances outstanding at any time secured and from time to time on and after the Second Restatement Effective Date and prior the Swingline Expiry Date a loan or loans to one or more of the Borrowers (on a several basis) (the “Swingline Loans” and, each a “Swingline Loan”), which Swingline Loans (i) may be made and maintained in such Swingline Approved Currency as is requested by Mortgage-backed Securities the applicable Borrower; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) may be incurred and maintained at the applicable Swing Rate, provided that all Swingline Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Swingline Loans of the same Type; (iv) shall not exceed 0% of the Commitment, (3) the in aggregate principal amount of Wet Advances outstanding Principal Amount at any time outstanding for all Swingline Loans, the Maximum Swingline Amount; (v) shall not exceed 30% of the Commitment, (4) the that aggregate principal amount of Advances outstanding Principal Amount at any time secured outstanding (I) in the case of all Swingline Loans denominated in Euros, $300,000,000, (II) in the case of all Swingline Loans denominated in Pounds Sterling, $300,000,000, (III) in the case of all Swingline Loans denominated in Swiss Francs, $100,000,000 (IV) in the case of all Swingline Loans denominated in Hong Kong Dollars, $100,000,000, (V) in the case of all Swingline Loans denominated in Japanese Yen, $100,000,000, and (VI) in the case of all Swingline Loans denominated in Australian Dollars, $100,000,000; and (vi) shall not be made (and shall not be required to be made), if the making of such Swingline Loan would cause the Aggregate Loan Outstandings to exceed the Total Commitment at such time. (d) The Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the applicable Borrower to eliminate the Swingline Lender’s risk with respect to each Defaulting Lender’s participation in such Swingline Loans, including by Jumbo cash collateralizing each such Defaulting Lender’s ratable share (on the basis of its Commitment) of such outstanding Swingline Loans. The Swingline Lender will not make any Swingline Loan after it has received written notice from any Borrower or the Required Lenders stating that a Default or an Event of Default exists until such time as the Swingline Lender shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that any of its outstanding Swingline Loans shall not exceed 75% be funded with a Borrowing of Revolving Loans denominated in the same Swingline Approved Currency, as such Swingline Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 8.01(h) or (i) or upon the exercise of any of the Commitmentremedies provided in the last paragraph of Section 8). In each such case, a Borrowing of Revolving Loans constituting Eurodollar Loans with an initial Interest Period of one month (each such Borrowing, a “Mandatory Borrowing”) shall be made on the date occurring three Business Days following such notice by all Lenders pro rata on the basis of their Commitments, and the proceeds thereof shall be immediately applied directly to repay the Swingline Lender for each such outstanding Swingline Loan. Each Lender hereby irrevocably agrees to make Eurodollar Loans upon three Business Days’ notice from the Swingline Lender provides notice pursuant to each Mandatory Borrowing in the amounts, in the applicable Swingline Approved Currency, and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender, notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the applicable Minimum Borrowing Amount otherwise required hereunder, (5ii) the aggregate principal amount of Advances outstanding at whether any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 conditions specified in Section 4 are then satisfied (the "Nonconforming Commitment"or waived), (6iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the aggregate principal amount date of Advances such Mandatory Borrowing, and (v) any reduction in the Total Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of any Borrower), each Lender (other than the Swingline Lender) hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such assignment of such outstanding at any time secured by Credit A- Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably on the basis of their Commitments, provided that all interest payable on such Swingline Loans shall not exceed 100% be for the account of the Nonconforming CommitmentSwingline Lender until the date the respective assignment is purchased and, (7) to the aggregate principal amount extent attributable to the purchased assignment, shall be payable to the Lender purchasing same from and after such date of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentpurchase.

Commitment. (a) Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the each Lender severally agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Final Maturity Date; , to make a loan or loans (iieach, a "Revolving Loan" and, collectively, the "Revolving Loans") shall bear interest as provided in Section 2.07; to one or more of the Borrowers (iiion a several basis), which Revolving Loans (i) may be prepaid repaid and reborrowed in accordance with the provisions hereof, (ii) except as hereinafter provided, may, at the option of any Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iviii) shall be made against the pledge by the Borrower of Eligible Mortgage Loansnot exceed that aggregate Principal Amount which, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) when added to the aggregate -------- ------- principal amount Principal Amount of Advances all other Revolving Loans then outstanding and the aggregate Principal Amount of all Competitive Bid Loans then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees that one or more Borrowers may (on a several basis) incur a loan or loans (each, a "Competitive Bid Loan" and, collectively, the "Competitive Bid Loans") from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Effective Date and prior to the date which is the third Business Day preceding the date which is seven days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding Principal Amount of Competitive Bid Loans, when combined with the then aggregate outstanding Principal Amount of all Revolving Loans, shall not exceed the lesser of (x) the Total Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. (a) Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the each Lender severally agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Final Maturity Date, to make a loan or loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to one or more of the Borrowers (on a several basis), which Revolving Loans (i) shall be made and maintained in Dollars; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; (iii) except as hereinafter provided, may, at the option of each Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and not exceed in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances Principal Amount outstanding at any time shall not exceed the lesser of either (x) when added to the Commitment and aggregate Principal Amount of Competitive Bid Loans then outstanding, the Loan Sublimit at such time or (y) when added to the Borrowing Base, sum of the aggregate Principal Amount of all Competitive Bid Loans then outstanding and all Letter of Credit Outstandings at such time, the Total Commitment at such time. (2b) Subject to and upon the aggregate principal amount of Advances outstanding terms and conditions herein set forth, each Lender severally agrees that one or more Borrowers may (on a several basis) incur a loan or loans (each, a “Competitive Bid Loan” and, collectively, the “Competitive Bid Loans”) from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time secured by Mortgage-backed Securities and from time to time on and after the Effective Date and prior to the date which is three Business Days preceding the date which is 10 days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate Principal Amount of Competitive Bid Loans outstanding shall not exceed 0% of the Commitment, either (3x) when added to the aggregate principal amount Principal Amount of Wet Advances outstanding Revolving Loans then outstanding, the Loan Sublimit at any such time shall not exceed 30% of the Commitment, or (4y) when added to the aggregate principal amount Principal Amount of Advances all Revolving Loans then outstanding and the Letter of Credit Outstandings at any time secured by Jumbo Loans shall not exceed 75% of such time, the Commitment, (5) the aggregate principal amount of Advances outstanding Total Commitment at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentsuch time.

Commitment. (a) Subject to and upon the terms and conditions set ---------- forth herein, the each Lender agreesseverally agrees to make, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Restatement Effective Date and prior to the Expiry Final Maturity Date, one or more additional loans (the "Revolving Loans" and each a "Revolving Loan") to one or more of the Borrowers (on a several basis), which Revolving Loans: (i) may be made and maintained in such Approved Currency as is requested by the applicable Borrower (except in the case of Base Rate Loans, which shall only be Dollar-denominated); (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; (iii) except as hereinafter provided, may, at the option of any Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loansnot, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; providedcase of Revolving Loans denominated in Primary Alternate Currencies, however, that (1) the exceed $200,000,000 in aggregate -------- ------- principal amount of Advances outstanding Principal Amount at any time outstanding for all such Revolving Loans; and (v) shall not exceed that aggregate Principal Amount which, when added to the aggregate Principal Amount of all other Revolving Loans then outstanding and the aggregate Principal Amount of all Competitive Bid Loans then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, (I) on the Restatement Effective Date, the Existing Competitive Bid Loans made by each Existing Lender to any Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) shall be continued, and shall remain outstanding, as Borrowings of Loans hereunder to such Borrower and (II) each Lender severally agrees that one or more Borrowers may, at any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, (on a several basis) incur a loan or loans (together with the Existing Competitive Bid Loans continued pursuant to clause (I) above, the "Competitive Bid Loans" and each, a "Competitive Bid Loan") from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Restatement Effective Date and prior to the date which is the third Business Day preceding the date which is seven days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding Principal Amount of Competitive Bid Loans, when combined with the then aggregate outstanding Principal Amount of all Revolving Loans, shall not exceed the lesser of (x) the Total Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject to the terms and conditions set forth herein, the EC Investor hereby commits and agrees that, at or prior to the Closing, it shall purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate purchase price equal to US$105,047,887 (the “Commitment”) (such Commitment, together with the commitments of the Other EC Investors under the Other Equity Commitment Letters, the “Aggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of liability of the EC Investor hereunder shall not exceed, the Commitment (the “Cap”), and this Letter may not be enforced against the EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the Cap under this Letter and the applicable caps under the Other Equity Commitment Letters, together with the net proceeds of the Debt Financing and/or the Alternative Financing (if applicable), will solely be used to fund, to the extent necessary to fund, the Merger Consideration and such other amounts required to be paid by Parent at the Effective Time pursuant to Article 2 of the Merger Agreement in connection with the consummation of the Transactions, including the Merger, upon the terms and conditions set ---------- forth hereinof the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations) (collectively, the Lender agrees“Closing Payments”). Subject to the terms and conditions set forth in this Letter and the Interim Investors Agreement, the EC Investor may assign all or a portion of the Commitment to any of its Affiliates that is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such person at any time and from time to time or prior to the Expiry Date Closing for the purpose of funding the Closing Payments. If (or such earlier date as and only if) Parent does not require all of the Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall may be made at any time and from time to time reduced by Parent in accordance with the terms hereof on and after the Effective Date and prior Interim Investors Agreement, but only to the Expiry Date; (ii) extent that Parent has sufficient funds to pay the Closing Payments in full and to consummate the Transactions, including the Merger, following such reduction. The amount and type of equity interests of Parent acquired by the EC Investor in exchange for payment of the Commitment shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed determined in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Interim Investors Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. (a) Subject to and upon the terms and conditions set ---------- forth herein, the each Lender agreesseverally agrees to make, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Second Restatement Effective Date and prior to the Expiry Final Maturity Date, one or more additional loans (the “Revolving Loans” and each a “Revolving Loan”) to one or more of the Borrowers (on a several basis), which Revolving Loans: (i) may be made and maintained in such Approved Currency as is requested by the applicable Borrower (except in the case of Base Rate Loans, which shall only be Dollar-denominated); (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; (iii) except as hereinafter provided, may, at the option of any Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iv) shall be made against not exceed in aggregate Principal Amount, after adding thereto the pledge by the Borrower sum of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1I) the aggregate -------- ------- principal amount Principal Amount of Advances all other Revolving Loans then outstanding and (II) the aggregate Principal Amount of all Competitive Bid Loans then outstanding, the Total Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, (I) on the Second Restatement Effective Date, the Existing Competitive Bid Loans made by each Existing Lender to any Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date (immediately prior to giving effect thereto) shall be continued, and shall remain outstanding, as Borrowings of Loans hereunder to such Borrower and (II) each Lender severally agrees that one or more Borrowers may, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, (on a several basis) incur a loan or loans (together with the Existing Competitive Bid Loans continued pursuant to clause (I) above, the “Competitive Bid Loans” and each, a “Competitive Bid Loan”) from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Second Restatement Effective Date and prior to the date which is the third Business Day preceding the date which is seven days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding Principal Amount of Competitive Bid Loans, when combined with the then aggregate outstanding Principal Amount of all Revolving Loans, shall not exceed the lesser of (x) the Total Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject to and upon (a) Upon the terms and subject to the conditions set ---------- forth herein, the Lender agrees, Investors hereby jointly and severally commit to purchase equity interests of Parent at any time and from time to time or prior to the Expiry Date Closing for an aggregate purchase price of $9 million in cash (the “Commitment”), with such funds to be used solely for the purpose of allowing Parent and Acquisition Sub (i) to fund the Merger Consideration and any other amounts payable by Parent, Acquisition Sub or the Surviving Corporation pursuant to the Merger Agreement and, (ii) to the extent of any remaining proceeds of the Commitment, to pay related fees and expenses upon the consummation of the Merger. The Investors may effect the purchase of equity securities of Parent (and thereby fund the Commitment) directly or indirectly through one or more Affiliates of the Investors; provided, that no such earlier date alternative funding election shall affect or replace the joint and several obligations of the Investors to fund the Commitment hereunder to the extent any such Affiliate does not timely and fully fund any portion of the Commitment. The amount of the Commitment may be reduced by the Investors on or prior to the Closing Date, but only to the extent that Parent and Acquisition Sub do not require the full amount of the Commitment to fund the payment of the Merger Consideration and any other payments payable by or on behalf of Parent, Acquisition Sub or the Surviving Corporation as and when required under the Merger Agreement. Each Investor hereby confirms that no approval of any Person that has not already been obtained is required for such Investor to fulfill its obligations hereunder. (b) The Investors’ obligation under this letter agreement to fund the Commitment is subject only to (i) the satisfaction or waiver by Parent of each condition to Parent’s and Acquisition Sub’s obligations to consummate the Merger set forth in Article 7 of the Merger Agreement (other than any such conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction of such conditions, and other than any such conditions the failure of which to be satisfied results from the breach by Parent or Acquisition Sub of any of their respective obligations under the Merger Agreement), and (ii) the execution and delivery of the Merger Agreement by the Company. (c) The obligation of the Investors to fund, or cause the funding of, the Commitment shall have been terminated pursuant automatically and immediately terminate upon the valid termination of the Merger Agreement, other than as a result of a breach or failure to perform by Parent or Acquisition Sub. (d) The obligations of the Investors under this letter agreement to fund, or to cause the funding of, the Commitment in accordance with this Section 1 shall, to the terms hereof)fullest extent permitted by Applicable Law, to make an advance be absolute and unconditional and shall not be released or advances (each an "Advance" anddischarged in whole or in part, collectivelyor otherwise affected, the "Advances") to the Borrower, which Advanceirrespective of: (i) shall be made any change in the corporate existence, structure or ownership of Parent, Acquisition Sub, any Investor, or any other Person interested in the transactions contemplated by the Merger Agreement, or any insolvency, bankruptcy, winding up, receivership, dissolution, assignment, reorganization or other similar proceeding (each, an “Insolvency Proceeding”) affecting Parent, Acquisition Sub, any Investor or any other Person interested in the transactions contemplated by the Merger Agreement or any of their respective assets, (ii) any rescission, waiver, compromise or other amendment or modification of this Agreement, the Merger Agreement, or any other agreement evidencing, securing, guaranteeing, or otherwise executed in connection with, the Merger Agreement or the Commitment, or any change in the manner, place or terms of payment or performance, (iii) any change or extension of the time, place or manner of payment or performance of, or renewal of, the Commitment, any escrow arrangement or other security therefor or guarantee thereof, or any amendment or waiver of or any consent to any departure from the terms of the Merger Agreement or any other documents entered into in connection therewith, (iv) the addition, substitution or release of any other Person interested in the transactions contemplated by the Merger Agreement, (v) any lack of validity or enforceability of the Merger Agreement, or any other agreement or instrument relating thereto, other than by reason of fraud or intentional misrepresentation by the Company, (vi) the existence of any claim, set-off or other right that any Investor may have at any time and from time to time against Parent, Acquisition Sub or the Company, whether in accordance connection with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, the Merger Agreement, or otherwise, or (3vi) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% failure of the CommitmentCompany to assert any claim or demand or to enforce any right or remedy against Parent, (4) Acquisition Sub, any Investor or any other Person interested in the aggregate principal amount of Advances outstanding at any time secured transactions contemplated by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentMerger Agreement.

Commitment. Subject to and upon the terms and conditions herein set ---------- forth, each Lender severally agrees to make a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrower, which Loans shall be drawn, to the extent such Lender has a Commitment under the applicable Facility, as set forth below: (a) [reserved] (b) Loans under the Revolving Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) were made pursuant to “Revolving Commitments” under and as defined in the Existing Credit Agreement prior to the Closing Date and such Revolving Loans shall be subject to Section 6.3, (ii) on and after the Closing Date shall, subject to the terms and conditions herein, the Lender agrees, be made at any time and from time to time prior to the Expiry Date Revolving Facility Final Maturity Date, (or such earlier date iii) except as hereinafter provided, may, at the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to option of the Borrower, which Advance: be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar, Adjusted Term SOFR Loans or Index Rate Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iiv) may be repaid and reborrowed in accordance with the provisions hereof, (v) shall be made not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s Revolving Percentage and (y) the sum of (I) the aggregate amount of Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Commitment of such Lender at such time and (vi) shall not exceed in aggregate principal amount at any time outstanding, when added to the sum of (x) the aggregate amount of Letters of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, the Total Revolving Commitment. The Borrower shall repay all outstanding Revolving Loans on the Revolving Facility Final Maturity Date. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time in accordance with the terms hereof on and after the Effective Closing Date and prior to the Swingline Expiry Date; , to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall bear interest as provided in Section 2.07; not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time, the Total Revolving Commitment then in effect, and (iv) may be prepaid repaid and reborrowed in accordance with the provisions hereof; and (iv) . The Borrower shall be made against repay in full each Swingline Loan on the pledge by the Borrower earlier to occur of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of date five (x5) the Commitment Business Days after such Swingline Loan is made and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities Swingline Expiry Date; provided, that the Borrower shall not exceed 0% request, and the Swingline Lender shall not make, any Swingline Loan to refinance another outstanding Swingline Loan. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or an Event of Default exists and is continuing until such time as the Commitment, Swingline Lender shall have received written notice of (3i) rescission of all such notices from the party or parties originally delivering such notice (which notice of rescission such Person or Persons shall give to the Swingline Lender promptly upon the discontinuance of such Default or Event of Default) or (ii) the aggregate principal amount waiver of Wet Advances outstanding at any time such Default or Event of Default in accordance with this Agreement. Also, the Swingline Lender shall not exceed 30% have any obligation to make any Swingline Loan in the event there is a Defaulting Lender (unless the Swingline Exposure of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentsuch Defaulting Lender has been reallocated or Cash Collateralized in accordance with Section 2.

Commitment. (a) Subject to and upon the terms and conditions set ---------- forth hereinof this Agreement, the each Lender agreesshall participate, at any time and from time to time prior to the Expiry Date (extent hereinafter provided, in making Loans to Borrower, participating in Loans made by Agent and issuing, amending or renewing or participating in Letters of Credit at the request of Borrower, in such earlier date aggregate amount as the Commitment Borrower shall have been terminated request pursuant to the terms hereof)Commitment; provided that in no event shall the Revolving Credit Exposure exceed the Total Commitment Amount. (b) Each Lender, for itself and not one for any other, agrees to make an advance Loans, participate in Swing Loans made by Agent and to participate in Letters of Credit issued, amended or advances (each an "Advance" andrenewed by the LC Issuers hereunder during the Commitment Period on such basis that, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time subject to time the proviso in accordance with the terms hereof on and Section 2.12(a) hereof, immediately after the Effective Date completion of any borrowing by Borrower or issuance, amendment or renewal of a Letter of Credit hereunder, the Dollar Equivalent of the aggregate outstanding principal amount on the Notes (other than the Swing Line Note) issued to such Lender, when combined with such Lender's pro rata share of the Letter of Credit Exposure, shall not be in excess of such Lender's Revolving Credit Commitment, and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower such Dollar Equivalent of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities on the Notes (other than the Swing Line Note) issued to such Lender shall not exceed 0% represent that percentage of the Commitment, (3) Dollar Equivalent of the aggregate outstanding principal amount of Wet Advances outstanding at any time on all Notes (including the Notes held by such Lender) that is such Lender's Commitment Percentage. (c) Each borrowing (other than Swing Loans, which shall not exceed 30% of be risk participated on a pro rata basis) from the Commitment, (4) Lenders hereunder shall be made pro rata according to the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming respective Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentPercentages.

Commitment. Subject to and upon the terms and conditions herein set ---------- forth (including, in the case of Incremental B Term Loans, the terms and conditions of Section 1.14), each Lender severally agrees to make and/or continue a loan or loans (each, a “Loan” and, collectively, the “Loans”) to the Borrower, as set forth below: (a) Loans under the Initial B Term Facility (each, an “Initial B Term Loan” and, collectively, the “Initial B Term Loans”) (i) shall be made to the Borrower by each Lender with an Initial B Term Commitment pursuant to a single drawing on the Initial Borrowing Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all Initial B Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of Initial B Term Loans of the same Type and (y) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of Initial B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may be made no earlier than the fourth Business Day, and no later than the fifth Business Day, after the Initial Borrowing Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, and (iii) shall not exceed in aggregate principal amount for any Lender agreesin respect of any incurrence of Initial B Term Loans the Initial B Term Commitment, if any, of such Lender as in effect immediately prior to such incurrence. Once prepaid or repaid, Initial B Term Loans may not be reborrowed. (b) Loans under the Delayed-Draw B Term Facility (each, a “Delayed-Draw B Term Loan” and, collectively, the “Delayed-Draw B Term Loans”) (i) shall be made to the Borrower by each Lender with a Delayed-Draw B Term Commitment pursuant to one or more drawings after the Initial Borrowing Date for the purposes described in Section 5.05(b), (ii) except as hereinafter provided, shall, at the option of the Borrower, be initially incurred as Eurodollar Loans or Base Rate Loans and, immediately after such incurrence, be converted into Initial B Term Loans in accordance with the requirements of Section 1.06(b) and (iii) shall not exceed in aggregate principal amount for any Lender in respect of any incurrence of Delayed-Draw B Term Loans the Delayed-Draw B Term Commitment, if any, of such Lender as in effect immediately prior to such incurrence. Once prepaid or repaid, Delayed-Draw B Term Loans may not be reborrowed. (c) Loans under the Revolving Facility (each, an “RF Loan” and, collectively, the “RF Loans”) (i) shall be made to the Borrower at any time and from time to time on and after the Initial Borrowing Date and prior to the Expiry RF Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all RF Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of RF Loans of the same Type and (y) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of RF Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (or such earlier or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same date as the Commitment initial Borrowing of Initial B Term Loans that are maintained as Eurodollar Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall have been terminated pursuant not exceed (giving effect to any incurrence thereof and the use of the proceeds of such incurrence) for any Lender in aggregate principal amount at any time outstanding that amount which, when added to such Lender’s Percentage of the sum of (x) the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of RF Loans) at such time and (y) the outstanding principal amount of Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of RF Loans) at such time, equals the Available Revolving Commitment, if any, of such Lender at such time. (d) Subject to and upon the terms hereof)and conditions herein set forth, the Swingline Lender agrees to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Initial Borrowing Date and prior to the Swingline Expiry Date; , a loan or loans to the Borrower (each, a “Swingline Loan,” and, collectively the “Swingline Loans”), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; , (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all RF Loans then outstanding (exclusive of RF Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Available Revolving Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(d), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RF Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RF Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of RF Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 8.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 8), in which case a Borrowing of RF Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made against on the pledge immediately succeeding Business Day by all RF Lenders pro rata based on each RF Lender’s Percentage, and the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral proceeds thereof shall be applied directly to repay the Swingline Lender for such Advance as provided herein outstanding Swingline Loans. Each RF Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the Warehouse Security Agreement; providedmanner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding: (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, however(ii) whether any conditions specified in Section 4.02 or 4.03 are then satisfied, that (1iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the aggregate -------- ------- principal date of such Mandatory Borrowing and (v) the amount of Advances the Total Available Revolving Commitment and the Total Revolving Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RF Lender (other than the Swingline Lender) hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such assignment of the outstanding at any time Swingline Loans as shall not exceed be necessary to cause the lesser of RF Lenders to share in such Swingline Loans ratably based upon their respective Percentages, provided that (x) all interest payable on the Commitment Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the RF Lender purchasing same from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RF Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing Basewould otherwise have occurred to but excluding the date of payment for such participation, at such timethe overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to RF Loans maintained as Base Rate Loans hereunder for each day thereafter. (f) Loans under the Incremental B Term Facility (each, an “Incremental B Term Loan” and, collectively, the “Incremental B Term Loans”) (i) shall be made to the Borrower by each Lender with an Incremental B Term Commitment pursuant to a single drawing on the respective Incremental B Term Loan Borrowing Date, (2ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Incremental B Term Loans incurred on such Incremental B Term Loan Borrowing Date shall be added to the then outstanding Borrowings of Initial B Term Loans as provided in Section 1.14(c) and (iii) shall not exceed in an aggregate principal amount for any Lender in respect of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% incurrence of Incremental B Term Loans the Incremental B Term Commitment, (3) the aggregate principal amount if any, of Wet Advances outstanding at any time shall such Lender as in effect immediately prior to such incurrence. Once prepaid or repaid, Incremental B Term Loans may not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentbe reborrowed.

Commitment. Subject to and upon the terms and conditions set ---------- forth hereinof this Agreement, each Lender severally agrees to make (and, in the Lender agreescase of the Existing Loans, at to continue as Term Loans subject to the terms and conditions of this Agreement) Loans to any time and of the Borrowers under the Term Loan Facility from time to time prior from the Amendment Effective Date until the Term Loan Termination Date on a pro rata basis as to the Expiry Date total borrowing requested by the applicable Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Term Loan Commitment of such Lender, provided, however, that (A) the proceeds of such Loan shall be used solely to finance or refinance the purchase by such earlier date as Borrower of an Eligible Aircraft (or, in the Commitment shall have been terminated pursuant to case of the terms hereofEngines shown on Schedule 3 (the "Eligible Engines"), to refinance such Engines and in the case of the Off-Lease 747, for the purposes described in Section 2.1(b) below), and (B) the amount of such Loan (together with any other Loans relating to such Aircraft) shall not exceed the Applicable Aircraft Borrowing Base of such Aircraft or of such Engine and (C) amounts prepaid on the Term Loan Facility may not be reborrowed; and provided, further, that the Lenders will not be required and shall have no obligation to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: any such Loan (i) shall be made at any time so long as a Default or an Event of Default has occurred and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; is continuing or (ii) shall bear interest if the Agent has accelerated the maturity of any of the Notes as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereofa result of an Event of Default; and provided further, that immediately after giving effect to each such Loan, the amount of Term Loan Outstandings shall not exceed the lesser of the Borrowing Base or the Total Term Loan Commitment. Within such limits, the Borrowers may borrow under the Term Loan Facility on a Business Day from the Amendment Effective Date until, but (ivas to borrowings) shall be made against not including, the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security AgreementTerm Loan Termination Date; provided, however, that (1) no Term Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment Stated Termination Date and (y) the Borrowing Base, at such time, (2) each Term Loan that is a Eurodollar Rate Loan may be repaid only on the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% last day of the CommitmentInterest Period with respect thereto unless such payment is accompanied by the additional payment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitmentif any, (4) the aggregate principal amount of Advances outstanding at any time secured required by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentSection 4.5.

Commitment. (a) Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the each Lender agrees, at any time and from time to time on or prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof)Termination Date, to make an advance or advances (each an "Advance" and, collectively, the "Advances") Advances to the Borrowers in the aggregate amount at any time outstanding not to exceed the Commitment of such Lender. The right of any Borrower to obtain an Advance hereunder, as opposed to the right of any other Borrower, which Advance: shall be on a “first come, first served” basis. (b) The Advances made pursuant hereto by the Lenders (i) shall shall, at the option of the applicable Borrower, be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; Prime Rate Loans, Overnight Rate Loans or LIBOR Loans, (ii) shall bear interest as provided be ratable among each Lender in Section 2.07; accordance with such Lender’s Commitment Ratio and (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Baseexceed, at such time, (2) in the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% one time, the aggregate amount of the CommitmentCommitments. In addition, no Borrower may request an Advance hereunder if, after giving effect to the requested Advance, either (3i) the aggregate principal amount of Wet Advances all Loans outstanding to such Borrower is greater than thirty-three and one-third percent (33 1/3%) of the Net Asset Value of such Borrower on the date of the requested Advance or (ii) the outstanding Indebtedness of such Borrower would exceed the maximum Indebtedness permitted to be borrowed by such Borrower as set forth in such Borrower’s Prospectus. Notwithstanding the foregoing, and without in any way limiting the rights of the Lenders to refuse to make any Advance hereunder to a particular Borrower at any time shall any Default or Event of Default has occurred and is continuing with respect to such Borrower, such Borrower may not exceed 30% select a LIBOR Loan if, at the time of the Commitmentsuch selection, (4) the aggregate principal amount a Default or Event of Advances outstanding at any time secured by Jumbo Default has occurred and exists hereunder with respect to such Borrower. LIBOR Loans shall not exceed 75% of the Commitment, (5in all cases be subject to Section 2.05(e) the aggregate principal amount of Advances outstanding at and Article VIII hereof. There may be only one Advance on any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.day for each

Commitment. (a) Subject to and upon the terms and conditions herein set ---------- forth hereinforth, the each Revolving Lender agreesseverally, at any time and from time but not jointly, agrees to time prior make a Loan or Loans denominated in US Dollars to the Expiry Date Borrower from its US Lending Office (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof)each, to make an advance or advances (each an "Advance" a “Revolving Facility Loan” and, collectively, the "Advances"“Revolving Facility Loans”) in an aggregate principal amount not to exceed at any time outstanding the Borroweramount of such Lender’s Revolving Facility Commitment, which Advance: provided that such Revolving Facility Loans (iA) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Closing Date and prior to the Expiry Revolving Facility Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or US LIBOR Loans; provided that all Revolving Facility Loans made by each of the Revolving Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Facility Loans of the same Type, (ii) shall bear interest as provided in Section 2.07; (iiiC) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 11.5(1)) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Revolving Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Lender’s share of the Principal Outstanding at such time exceeding such Revolving Lender’s Revolving Facility Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Principal Outstanding under the Revolving Facility at such time exceeding the Total Revolving Facility Commitment then in effect. (b) Subject to and upon the terms and conditions herein set forth, the Operating Lender agrees to make a Loan or Loans denominated, at the election of the Borrower, in either Canadian Dollars or US Dollars, to the Borrower from its applicable Lending Office (each, an “Operating Facility Loan” and, collectively, the “Operating Facility Loans”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Operating Facility Commitment, provided that such Operating Facility Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Operating Facility Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans, US LIBOR Loans, Canadian Prime Rate Loans, CDOR Rate Loans or Bankers’ Acceptances or BA Equivalent Loans; provided that all Operating Facility Loans made by the Operating Lender pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Operating Facility Loans of the same Type, (C) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 11.5(1)) and reborrowed in accordance with the provisions hereof, (D) shall not at any time, after giving effect thereto and to the application of the proceeds thereof, result in the Principal Outstanding under the Operating Facility at such time exceeding the Operating Facility Commitment at such time. (c) Subject to and upon the terms and conditions herein set forth, each Initial Term A-1 Lender severally, but not jointly, agrees to make a Loan or Loans denominated in US Dollars to the Borrower from its US Lending Office (each, an “Initial Term A-1 Loan” and, collectively, the “Initial Term A-1 Loans”) to the Borrower on the Closing Date, which Initial Term A-1 Loans shall not exceed for any such Lender the Initial Term A-1 Commitment of such Lender. Such Initial Term A-1 Loans (i) may at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or US LIBOR Loans; provided that all Term A-1 Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term A-1 Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 11.5(1)), but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term A-1 Commitment of such Lender, and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and not exceed in the Warehouse Security Agreement; provided, however, that (1) aggregate the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.Total Initial Term A-1

Commitment. Subject to the terms and conditions set forth herein, the EC Investor hereby commits and agrees that, at or prior to the Closing, it shall purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate purchase price equal to US$980,000 (the “Commitment”) (such Commitment, together with the commitments of the Other EC Investors under the Other Equity Commitment Letters, the “Aggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of liability of the EC Investor hereunder shall not exceed, the Commitment (the “Cap”), and this Letter may not be enforced against the EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the Cap under this Letter and the applicable caps under the Other Equity Commitment Letters, together with the net proceeds of the Debt Financing and/or the Alternative Financing (if applicable), will solely be used to fund, to the extent necessary to fund, the Merger Consideration and such other amounts required to be paid by Parent at the Effective Time pursuant to Article 2 of the Merger Agreement in connection with the consummation of the Transactions, including the Merger, upon the terms and conditions set ---------- forth hereinof the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations) (collectively, the Lender agrees“Closing Payments”). Subject to the terms and conditions set forth in this Letter and the Interim Investors Agreement, the EC Investor may assign all or a portion of the Commitment to any of its Affiliates that is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such person at any time and from time to time or prior to the Expiry Date Closing for the purpose of funding the Closing Payments. If (or such earlier date as and only if) Parent does not require all of the Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall may be made at any time and from time to time reduced by Parent in accordance with the terms hereof on and after the Effective Date and prior Interim Investors Agreement, but only to the Expiry Date; (ii) extent that Parent has sufficient funds to pay the Closing Payments in full and to consummate the Transactions, including the Merger, following such reduction. The amount and type of equity interests of Parent acquired by the EC Investor in exchange for payment of the Commitment shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed determined in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Interim Investors Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject to and upon the terms and conditions set ---------- forth hereinof this Agreement, each Lender severally agrees to make Loans to any of the Lender agrees, at any time and Borrowers under the Revolving Credit Facility from time to time prior from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the Expiry Date total borrowing requested by the applicable Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that (or A) the proceeds of such earlier date as the Commitment Loan shall have been terminated pursuant be used by such Borrower to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at finance or reimburse a Borrower for up to 65% of (x) the Purchase Price of an Eligible Asset and (y), without duplication of amounts included in clause (x), the costs incurred in connection with any time Approved Improvements or any Qualified Conversion related to such Eligible Asset and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) subsequent to the initial purchase of such Eligible Asset, to finance up to 65% of the Individual Eligible Asset Borrowing Base for such Eligible Asset and (B) the amount of such Loan (together with any other Loans relating to such Eligible Asset) shall bear interest not exceed 65% of the Individual Eligible Asset Borrowing Base of such Eligible Asset; and provided, further, that the Lenders will not be required and shall have no obligation to make any such Loan (i) so long as provided a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Loans as a result of an Event of Default; and provided, further, that immediately after giving effect to each such Loan, (A) the Borrowers shall be in Section 2.07; (iii) may be prepaid and reborrowed in accordance compliance with the provisions hereofBorrowing Base Covenant; and (ivB) the amount of Revolving Credit Outstandings shall be made against not exceed the pledge by Total Revolving Credit Commitment. Within such limits, the Borrower of Eligible Mortgage LoansBorrowers may borrow, Eligible Nonconforming Mortgage Loans or Liquid Assets repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as Collateral for such Advance as provided herein to borrowings and in reborrowings) not including, the Warehouse Security AgreementRevolving Credit Termination Date; provided, however, that (1) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment Stated Termination Date and (y) the Borrowing Base, at such time, (2) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the aggregate principal amount provisions of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% Section 2.7, be repaid only on the last day of the CommitmentInterest Period with respect thereto unless such payment is accompanied by the additional payment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitmentif any, (4) the aggregate principal amount of Advances outstanding at any time secured required by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming CommitmentSection 4.5.

Commitment. Subject to the terms and conditions set forth herein, the EC Investor hereby commits and agrees that, at or prior to the Closing, it shall purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate purchase price equal to US$110,000 (the “Commitment”) (such Commitment, together with the commitments of the Other EC Investors under the Other Equity Commitment Letters, the “Aggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of liability of the EC Investor hereunder shall not exceed, the Commitment (the “Cap”), and this Letter may not be enforced against the EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the Cap under this Letter and the applicable caps under the Other Equity Commitment Letters, together with the net proceeds of the Debt Financing and/or the Alternative Financing (if applicable), will solely be used to fund, to the extent necessary to fund, the Merger Consideration and such other amounts required to be paid by Parent at the Effective Time pursuant to Article 2 of the Merger Agreement in connection with the consummation of the Transactions, including the Merger, upon the terms and conditions set ---------- forth hereinof the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations) (collectively, the Lender agrees“Closing Payments”). Subject to the terms and conditions set forth in this Letter and the Interim Investors Agreement, the EC Investor may assign all or a portion of the Commitment to any of its Affiliates that is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such person at any time and from time to time or prior to the Expiry Date Closing for the purpose of funding the Closing Payments. If (or such earlier date as and only if) Parent does not require all of the Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall may be made at any time and from time to time reduced by Parent in accordance with the terms hereof on and after the Effective Date and prior Interim Investors Agreement, but only to the Expiry Date; (ii) extent that Parent has sufficient funds to pay the Closing Payments in full and to consummate the Transactions, including the Merger, following such reduction. The amount and type of equity interests of Parent acquired by the EC Investor in exchange for payment of the Commitment shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed determined in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Interim Investors Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment.

Commitment. Subject During the Commitment Period, subject to and upon the terms and conditions set ---------- forth hereinhereof, the each Revolving Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), severally agrees to make an advance or advances revolving credit loans in Dollars (each an "Advance" and, collectively, the "Advances"“Revolving Loans”) to the Borrower, which Advance: (i) shall be made at any time and Borrower from time to time in accordance with an aggregate principal amount (i) from the terms hereof on and after the Second Amendment Effective Date through December 31, 2017 of up to TWENTY MILLION DOLLARS ($20,000,000) and prior to the Expiry Date; (ii) shall bear interest from January 1, 2018 and thereafter of up to FIFTEEN MILLION DOLLARS ($15,000,000) (as such amount may be reduced from time to time as provided in Section 2.072.6, the “Revolving Committed Amount”) for the purposes hereinafter set forth (such facility, the “Revolving Facility”); provided, however, that after giving effect to any Revolving Loan (iiii) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Exposure shall not exceed its Commitment and (ii) with regard to the Revolving Lenders collectively, the Aggregate Revolving Exposure shall not exceed the Revolving Committed Amount then in effect. Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request, and may be prepaid repaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at Revolving Loans made on the Closing Date, or on any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, three (3) Business Days immediately following the aggregate principal amount Closing Date, may consist only of Wet Advances outstanding at any time shall Alternate Base Rate Loans unless the Borrower executes and delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), not exceed 30% of fewer than three (3) Business Days prior to the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Closing Date. LIBOR Rate Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding be made by each Revolving Lender at any time secured by Eligible Nonconforming Mortgage its LIBOR Lending Office and Alternate Base Rate Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentits Domestic Lending Office.

Commitment. (a) Subject to and upon the terms and conditions set ---------- forth herein, each Bank with a Term Loan Commitment severally agrees to make a term loan or term loans (each a "Term Loan" and collectively, the Lender "Term Loans") to the Borrower, which Term Loans (i) shall be incurred by the Borrower pursuant to not more than two drawings, the first of which shall be on the Initial Term Loan Borrowing Date and the remaining drawing, if any, shall at the option of the Borrower be on a date occurring after the Initial Term Loan Borrowing Date and prior to the Term Loan Availability Termination Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into Base Rate Loans or Eurodollar Loans, provided that all Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Term Loans of the same Type, and (iii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the Term Loan Commitment of such Bank on such Term Loan Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(d)(i) but after giving effect to any reductions thereto prior to such date pursuant to Section 3.03(d)(iii)). Once repaid, Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, (A) to convert, on the Restatement Effective Date, Existing Revolving Loans made by such Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date into a Borrowing of Revolving Loans hereunder (as so converted, together with all Revolving Loans made pursuant to following clause (B), the "Revolving Loans", and each, a "Revolving Loan") and (B) at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Restatement Effective Date and prior to the Expiry Final Maturity Date; , to make one or more additional Revolving Loans to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no Revolving Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 60th day after the Restatement Effective Date and (2) the Syndication Date, (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid repaid and reborrowed in accordance with the provisions hereof; and , (iviii) shall be made against the pledge by the Borrower of Eligible Mortgage Loansnot exceed for any Bank at any time outstanding that aggregate principal amount (which amount, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; providedcase of each Existing Bank, however, that (1) shall include the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of each Existing Revolving Loan converted into a Revolving Loan hereunder) which, when added to (x) the Commitment and (y) the Borrowing Base, at such time, (2I) the aggregate principal amount of Advances all other then outstanding Revolving Loans made by such Bank and (II) the product of (x) such Bank's Adjusted RL Percentage and (y) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Available Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time secured by Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the outstanding that aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of which, when added to the Commitment, (4) the aggregate principal amount of Advances outstanding all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at any time secured by Jumbo Loans shall not exceed 75% of such time, equals the Commitment, (5) the aggregate principal amount of Advances outstanding Total Available Revolving Loan Commitment at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitmentsuch time.