Common use of Initial Advance Clause in Contracts

Initial Advance. Lender’s obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all of the members of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (7) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note Notes and this Agreement duly executed by Borrower. (2) Borrower’s articles or certificate of organization or formationincorporation, together with all amendments, as certified by the Secretary of State of MarylandDelaware, Borrower’s operating agreementbylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of Borrower, or a certificate of Borrower stating that there has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all resolution of the members board of directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (7) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement. (b) If, as of the date of this Agreement, Borrower has any indebtedness for borrowed money to any of its directors, officers, shareholders or Affiliates, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance. (c) Borrower must not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the Audited Statement Date.

Initial Advance. Lender’s obligation to make the initial Warehousing Advance, The effectiveness of this Agreement is subject to the satisfaction, in the sole discretion of LenderCredit Agent, of the following conditions precedent: 5.1 (a) Lender Credit Agent must receive the following, all of which must be satisfactory in form and content to LenderCredit Agent, in its sole discretion: (1) The Fee Letters, the Warehousing Note Notes respectively payable to each Lender, and this Agreement Agreement, duly executed by Borrowerthe Borrowers. (2) Each Borrower’s articles organizational documents, certified as true and complete by an appropriate officer or other Person. (3) Certificates of organization or formation, together with all amendments, as certified by legal existence and good standing from the District of Columbia for GPF and the Secretary of State of MarylandDelaware for W&D, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 thirty (30) days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (34) A resolutionSuch certificates of resolutions or other action, consent or approval incumbency certificates and/or other certificates of all responsible officers of each Borrower as Credit Agent may require evidencing (A) the members authority of each Borrower authorizing the execution, delivery and performance of to enter into this Agreement and the other Loan DocumentsDocuments to which such Borrower is a party and (B) the identity, authority and capacity of each Warehousing Advance Request and all other agreements, instruments or documents Authorized Representative thereof authorized to be delivered by Borrower under this Agreement. (4) A certificate act as to the incumbency and authenticity of the signatures of the managers of Borrower executing an Authorized Representative in connection with this Agreement and the other Loan DocumentsDocuments to which such Borrower is a party. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this AgreementCredit Agent. (7) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender Credit Agent and Lenders of any fees due on the date of this Agreement pursuant to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby.

Initial Advance. Lender’s obligation Prior to make the initial Warehousing Advance, is subject to Advance by the satisfaction, in the sole discretion of Lender, Bank: a. ORGANIZATIONAL DOCUMENTS. THERE SHALL HAVE BEEN FURNISHED TO THE BANK BY THE BORROWER: i. A copy of the following conditions precedent: 5.1 (a) Lender must receive certificate of limited partnership of the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s articles of organization or formation, together with any and all amendmentsamendments thereto, as filed with the appropriate Governmental Authorities of the State of Virginia; ii. A copy of the limited partnership agreement of the Borrower, together with any and all amendments thereto certified by the Secretary Guarantor; iii. An original or a copy of a Certificate of Existence for the Borrower issued by the appropriate Governmental Authorities of the State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days Virginia bearing a recent date; iv. A copy of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all resolutions of the members Board of Directors of the Borrower authorizing the execution, delivery Loan and performance the execution of this Agreement and the other Loan DocumentsBorrower Note certified by the Guarantor; v. A copy of the articles of organization of Brierbrook, each Warehousing Advance Request together with any and all other agreementsamendments thereto, instruments or documents to be delivered by Borrower under this Agreement. (4) A certificate as to filed with the incumbency and authenticity appropriate Governmental Authorities of the signatures State of Tennessee; vi. A copy of the managers operating agreement of Borrower executing this Agreement Brierbrook, together with any and all amendments thereto, certified by the Borrower; vii. An original or copy of a Certificate of Existence for Brierbrook issued by the appropriate Governmental Authorities for the State of Tennessee; viii. A copy of the resolutions authorizing the Loan and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date execution of this Agreement for any assumed name used certified by Borrower in the conduct of its businessBorrower. (6) Uniform Commercial Code, tax lien and judgment searches ix. A copy of the appropriate public records trust agreement for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (7) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with any and all amendmentsamendments thereto, as certified by the Secretary thereof; x. A copy of State the resolutions of Delaware, Guarantor’s operating agreement, together with all amendmentsthe Guarantor authorizing the Guaranty, certified by the Secretary of Guarantor, and certificates ; and xi. An original or a copy of good standing dated within 60 days a Certificate of Existence for the Guarantor issued by the appropriate Governmental Authorities of the date State of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableMaryland. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s The obligation of the Lender to make the initial Warehousing Advance, --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent: 5.1 (a) The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Warehousing Note and this Agreement Loan Documents dated as of the date hereof duly executed by Borrower.the Company; (2) Borrower’s Certified copies of the Company's articles of organization or formation, together with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, incorporation and bylaws and certificates of good standing dated within 60 no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority; (3) An original resolution of the board of directors of the Company, certified as of the date of this AgreementAgreement by its corporate secretary, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all of the members of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under the Company pursuant to this Agreement.; (4) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the managers officers of Borrower the Company executing this Agreement and the other Loan Documents.Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender); (5) Assumed Name Certificates dated within 30 days Financial statements of the date Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of this Agreement December 31, 1998 (the "Statement Date") and related statements of income, changes in stockholders, equity and cash flows for any assumed name used by Borrower the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the conduct case of its business.the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender; (67) Uniform Commercial CodeA tax, tax lien and judgment searches search of the appropriate public records for Borrower that do the Company, including a search of Uniform Commercial Code financing statements, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted under this Agreement.hereunder; (78) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender; (9) Copies of Borrower’s the Company's errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates all in lieu of policiesform and content satisfactory to the Lender, showing compliance by Borrower the Company as of the date of this Agreement with the related provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, 6.8 hereof and showing Lender as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or an additional loss payee on such state tax authority, if applicable.policies; (10) A resolution, consent or approval of certified Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty.Lender; (11) Receipt by Lender of any fees due on Evidence that the date of this AgreementFunding Account has been established with the Lender.

Initial Advance. LenderLenders’ obligation to make Warehousing Advances and RFC’s obligation to make the initial Warehousing AdvanceRFC Direct Advances, is subject to the satisfaction, in the sole discretion of LenderCredit Agent, of the following conditions precedent: 5.1 (a) Lender Credit Agent must receive the following, all of which must be satisfactory in form and content to LenderCredit Agent, in its sole discretion: (1) The Warehousing Note Notes and this Agreement duly executed by BorrowerBorrowers. (2) BorrowerThe Lennar Undertaking, on the form prescribed by Credit Agent, duly executed by Lennar. (3) UAMCLLC’s articles of organization or formationorganization, together with all amendments, as certified by the Secretary of State of MarylandFlorida, BorrowerUAMCLLC’s operating agreement, together with all amendments, certified by the manager of BorrowerUAMCLLC, or a certificate of UAMCLLC stating that there has been no change in either UAMCLLC’s articles of organization or operating agreement since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (34) A resolution, consent or approval of all of the members of Borrower UAMCLLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower UAMCLLC under this Agreement. (45) A certificate as to the incumbency and authenticity of the signatures of the managers of Borrower UAMCLLC executing this Agreement and the other Loan Documents. (56) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower UAMCLLC in the conduct of its business. (67) EHMI’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; or a certificate of EHMI stating that there has been no change in either EHMI’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 days of the date of this Agreement. (8) A resolution of the board of directors of EHMI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMI under this Agreement. (9) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMI executing this Agreement and the other Loan Documents. (10) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by EHMI in the conduct of its business. (11) AFSI’s articles of incorporation, together with all amendments, as certified by the Secretary of State of California; AFSI’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of AFSI; or a certificate of AFSI stating that there has been no change in either AFSI’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement. (12) A resolution of the board of directors of AFSI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by AFSI under this Agreement. (13) A certificate as to the incumbency and authenticity of the signatures of the officers of AFSI executing this Agreement and the other Loan Documents. (14) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by AFSI in the conduct of its business. (15) UAMCC’s articles of incorporation, together with all amendments, as certified by the Secretary of State of California; UAMCC’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMCC; or a certificate of UAMCC stating that there has been no change in either UAMCC’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement. (16) A resolution of the board of directors of UAMCC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCC under this Agreement. (17) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCC executing this Agreement and the other Loan Documents. (18) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMCC in the conduct of its business. (19) UAMC Asset’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Nevada; UAMC Asset’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC Asset; or a certificate of UAMC Asset stating that there has been no change in either UAMC Asset articles of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement. (20) A resolution of the board of directors of UAMC Asset authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC Asset under this Agreement. (21) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC Asset executing this Agreement and the other Loan Documents. (22) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC Asset in the conduct of its business. (23) Lennar’s articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Florida, bylaws certified by the corporate secretary of Lennar, or a certificate of Lennar stating that there has been no change in either Lennar’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement. (24) A resolution of the board of directors of Lennar, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of Lennar Undertaking, and all other agreements, instruments or documents to be delivered by Lennar under this Agreement. (25) A certificate as to the incumbency and authenticity of the signatures of the officers of Lennar executing Lennar Undertaking and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (26) A favorable written opinion of counsel to Borrowers and Lennar (or of separate counsel at the option of Borrowers and Lennar), addressed to Lenders and dated as of the date of this Agreement, covering such matters as Lenders may reasonably request. (27) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender Credit Agent or as permitted under this Agreement. (728) Copies of Borrower’s the certificates, documents or other written instruments that evidence Borrowers’ eligibility described in Section 9.1, all in form and substance satisfactory to Credit Agent. (29) Copies of each Borrowers’ errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the provisions of Section 7.9. (8) The Guaranty duly executed 30) An agreement among each Borrower that is selling Loans to F▇▇▇▇▇ Mae, Credit Agent and F▇▇▇▇▇ M▇▇ in which F▇▇▇▇▇ Mae agrees to send all cash proceeds of Mortgage Loans sold by Guarantorsuch Borrower to F▇▇▇▇▇ M▇▇ to the Cash Collateral Account, each in form and substance satisfactory to Credit Agreement. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1131) Receipt by Lender Credit Agent and Lenders of any fees due on the date of this Agreement. (32) An executed Electronic Tracking Agreement among Borrowers, Credit Agent and Mortgage Electronic Registration Systems, Inc. (“MERS”), and MERCORP, Inc., pursuant to which Credit Agent will have the authority to, among other things, withdraw Mortgages from the MERS system, if either the Mortgage Loan has been registered on the MERS system naming Borrowers as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system. (b) If, as of the date of this Agreement, any Borrower has any indebtedness for borrowed money to any of its managers, members or Affiliates or any director, officer or shareholder of any manager, member or Affiliate of any manager or member, which indebtedness, when added to all other such indebtedness of each Borrower, results in an aggregate amount of such indebtedness in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advance.

Initial Advance. Lender’s The obligation of Credit Agent to make the initial Warehousing Advance, Advance under this Agreement is subject to the satisfaction, in the sole discretion of LenderCredit Agent, of the following conditions precedent: 5.1 (a) Lender Credit Agent must receive the following, all of which must be satisfactory in form and content to LenderCredit Agent, in its sole discretion: (1) The Warehousing Note Notes and this Agreement Agreement, duly executed by Borrower. (2) Borrower’s The Lennar Undertaking, on the form prescribed by Lender, duly executed by Lennar. (3) All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments of assignment, duly completed in blank (4) UAMC's articles of organization or formationincorporation, together with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreementFlorida; UAMC's bylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of Borrower, UAMC; and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (35) A resolution, consent or approval of all resolution of the members board of Borrower directors of UAMC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower UAMC under this Agreement. (46) A certificate as to the incumbency and authenticity of the signatures of the managers officers of Borrower UAMC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (57) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower UAMC in the conduct of its business. (68) EHMI's articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; and certificates of good standing dated within 30 days of the date of this Agreement. (9) A resolution of the board of directors of EHMI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMI under this Agreement. (10) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMI executing this Agreement and the other Loan Documents, and of the officers and employees of EHMI delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (11) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by EHMI in the conduct of its business. (12) AFSI's articles of incorporation, together with all amendments, as certified by the Secretary of State of California; AFSI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of AFSI; and certificates of good standing dated within 30 days of the date of this Agreement. (13) A resolution of the board of directors of AFSI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by AFSI under this Agreement. (14) A certificate as to the incumbency and authenticity of the signatures of the officers of AFSI executing this Agreement and the other Loan Documents, and of the officers and employees of AFSI delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (15) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by AFSI in the conduct of its business. (16) UAMCC's articles of incorporation, together with all amendments, as certified by the Secretary of State of California; UAMCC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMCC; and certificates of good standing dated within 30 days of the date of this Agreement. (17) A resolution of the board of directors of UAMCC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCC under this Agreement. (18) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMCC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (19) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMCC in the conduct of its business. (20) UAMC Asset's articles of incorporation, together with all amendments, as certified by the Secretary of State of Nevada; UAMC Asset's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC Asset; and certificates of good standing dated within 30 days of the date of this Agreement. (21) A resolution of the board of directors of UAMC Asset authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC Asset under this Agreement. (22) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC Asset executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC Asset delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (23) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC Asset in the conduct of its business. (24) Lennar's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Florida, bylaws certified by the corporate secretary of Lennar and certificates of good standing dated within 30 days of the date of this Agreement. (25) A resolution of the board of directors of Lennar, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of Lennar Undertaking, and all other agreements, instruments or documents to be delivered by Lennar under this Agreement. (26) A certificate as to the incumbency and authenticity of the signatures of the officers of Lennar executing Lennar Undertaking and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (27) Financial statements of Lennar containing a balance sheet as of November 30, 2000, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the that date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to Lender. (28) A favorable written opinion of counsel to each Borrower and Lennar, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request. (29) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender Credit Agent or as permitted under this Agreement. (730) Copies of the certificates, documents or other written instruments that evidence each Borrower’s 's eligibility described in Section 2.3, all in form and substance satisfactory to Credit Agent. (31) Copies of each Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the related provisions of Section 7.98.9. (8) The Guaranty duly executed 32) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by GuarantorCredit Agent. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1133) Receipt by Lender Credit Agent and Lenders of any fees due on the date of this Agreement. (34) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account. (35) An executed Funding Bank Agreement. (36) An executed Electronic Tracking Agreement among Borrowers, Credit Agent and Mortgage Electronic Registration Systems, Inc. ("MERS"), and MERCORP, Inc., pursuant to which Credit Agent will have the authority to, among other things, withdraw Mortgages from the MERS system, if either the Mortgage Loan has been registered on the MERS system naming Borrower as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system. (b) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advance.

Initial Advance. Lender’s The obligation of the Lender to make the initial Warehousing Advance, Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof of the following conditions precedent: 5.1 (a) The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Warehousing Note Notes and this Agreement duly executed by Borrowerthe Company. (2) Borrower’s The Company's articles of organization or formation, together with all amendments, incorporation as certified by the Secretary of State of Marylandthe Company's incorporation, Borrower’s operating agreement, together with all amendments, bylaws certified by the manager corporate secretary of Borrowerthe Company, or a Certificate of the Company stating that there has been no change in either the articles of incorporation or bylaws since those delivered in connection with that certain Warehousing Credit and Security Agreement dated April 15, 1992, and certificates of good standing dated within 60 no less recently than ninety (90) days prior to the date of this Agreement. (3) An original resolution of the board of directors of the Company, certified as of the date of this AgreementAgreement by its corporate secretary, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all of the members of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under the Company pursuant to this Agreement. (4) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the managers officers of Borrower the Company executing this Agreement and the other Loan Documents.Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). 148 (5) Assumed Name Certificates Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1994, and related statements of income, changes in stockholders' equity and cash flows for the period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender. (6) Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of June 30, 1995, related statements of income and changes in stockholders' equity for the period ended on such date prepared, except as disclosed on the financial statements, in accordance with GAAP applied on a basis consistent with the Company's most recent audited financial statements. (7) A favorable written opinion of counsel to the Company, dated within 30 days as of the date of this Agreement for any assumed name used by Borrower substantially in the conduct form of its businessExhibit H attached hereto, addressed to the Lender. (6) Uniform Commercial Code8) In the state of incorporation of the Company, tax a tax, lien and judgment searches search of the appropriate public records for Borrower that do the Company, including a search of Uniform Commercial Code financing statements, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted under this Agreementhereunder. (79) Copies of Borrower’s the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof or a certificate from the Company stating there has been no change in such eligibility since those delivered in connection with the Original Agreement, all in form and substance satisfactory to the Lender. (10) Certificate from the Company stating its errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates policy are in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the related provisions of Section 7.96.8 hereof. 149 (11) Executed amendments to the financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender. (8) The Guaranty duly executed 12) Receipt by Guarantorthe Lender of the Commitment Fee due on the date hereof, if any. (913) Guarantor’s articles Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of organization a fully executed Funding Bank Agreement. (b) All directors, officers and shareholders of the Company, all Affiliates of the Company or formationof any Subsidiary of the Company, together with all amendments, to whom or to any of whom the Company shall be indebted as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with shall have subordinated such indebtedness to the Obligations, by executing a certification Subordination of Debt Agreement, in the form of Exhibit F hereto; provided, however, that earned salaries and bonuses and expense reimbursements owed to officers of the Company shall be excluded from this requirement; and the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or Lender shall have received an executed copy of any such state tax authoritySubordination of Debt Agreement, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance corporate secretary of the Guaranty. (11) Receipt by Lender Company to be true and complete and in full force and effect as of any fees due on the date of the Advance. Unsecured indebtedness of the Company to its Affiliates for warehousing purposes and unclaimed bondholder funds held and administered by the Company for its Subsidiaries are not required to be subordinated under the terms of this AgreementSection.

Initial Advance. Lender’s The obligation of the Lenders to make the initial Warehousing Advance, Advance under this Agreement is subject to the satisfaction, in the sole discretion of Lenderthe Lenders, on or before the date thereof of the following conditions precedent: 5.1 (a) Lender must receive The Credit Agent shall have received the following, all of which must be satisfactory in form and content to Lenderthe Lenders, in its their sole discretion: (1) The Warehousing Note and A copy of this Agreement duly executed by Borrowerall parties hereto. (2) Borrower’s The notes duly executed by the Company. (3) A copy of the Collateral Agency Agreement duly executed by all parties thereto. (4) The Company's articles of organization or formation, together with all amendments, incorporation as certified by the Secretary of State of Marylandthe Company's incorporation, Borrower’s operating agreement, together with all amendments, bylaws certified by the manager corporate secretary of Borrowerthe Company, or a Certificate of the Company stating that there has been no change in either the articles of incorporation or bylaws since those delivered in connection with that certain Prior RFC Credit Agreement, and certificates of good standing dated within 60 no less recently than 90 days prior to the date of this Agreement. (5) A resolution of the board of directors of the Company, certified as of the date of this AgreementAgreement by its corporate secretary, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all of the members of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under the Company pursuant to this Agreement. (46) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the managers officers of Borrower the Company executing this Agreement and the other Loan DocumentsDocuments and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Credit Agent being entitled to rely thereon until a new such certificate has been furnished to the Credit Agent). (57) Assumed Name Certificates A favorable written opinion of counsel to the Company (or of separate counsel at the option of the Company), dated within 30 days as of the date of this Agreement for any assumed name used by Borrower substantially in the conduct form of its businessEXHIBIT H attached hereto, addressed to the Credit Agent for the benefit of the Lenders. (6) 8) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do the Company, which searches shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Lender the Credit Agent or as permitted under this Agreementhereunder. (79) Copies of Borrower’s the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Credit Agent. (10) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Credit Agent, showing compliance by Borrower the Company as of the date of this Agreement with the related provisions of Section 7.96.8 hereof. (8) The Guaranty duly executed 11) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Guarantorthe Credit Agent. (912) Guarantor’s articles of organization or formation, together with all amendments, as certified Receipt by the Secretary Credit Agent of State all Fees due on the date hereof, including but not limited to, Commitment Fees and document production fees, due the Credit Agent and the Lenders on or prior to the date of Delawarethis Agreement. (13) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (14) An agreement among the Company, Guarantor’s operating agreementthe Credit Agent and Fannie Mae, together with pursuant to which Fannie Mae agrees to send all amendments, certified cash proceeds of Mor▇▇▇▇▇ L▇▇▇s sold by the Secretary Company to Fannie Mae to the Cash Collateral Account. (▇▇) Assumed Name Certificate dated no less recently than 90 days prior to the date of Guarantorthis Agreement for any assumed name used by the Company in the conduct of its business. (b) All directors, officers and certificates shareholders of good standing dated within 60 days the Company, all Affiliates of the Company or of any Subsidiary of the Company, to whom or to any of whom the Company shall be indebted as of the date of this Agreement, together with which indebtedness has a certification from the Franchise Tax Board term of more than 1 year or other state tax authority stating that Guarantor is in good standing with excess of $25,000 shall have subordinated such indebtedness to the Franchise Tax Board or Obligations, by executing a Subordination of Debt Agreement, in the form of EXHIBIT F hereto; and the Credit Agent shall have received an executed copy of any such state tax authoritySubordination of Debt Agreement, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance corporate secretary of the Guaranty. (11) Receipt by Lender Company to be true and complete and in full force and effect as of any fees due on the date of this Agreementthe Advance.

Initial Advance. Lender’s The obligation of the Lender to make the initial Warehousing Advance, Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof of the following conditions precedent: 5.1 (a) The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrowerthe Company. (2) Borrower’s The Company's articles or certificate of organization or formation, together with all amendments, incorporation as certified by the Secretary of State of Marylandthe Company's incorporation, Borrower’s operating agreement, together with all amendments, bylaws certified by the manager corporate secretary of Borrowerthe Company, or a Certificate of the Company stating that there has been no change in either the articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 no less recently than 90 days of prior to the date of this Agreement, together with Agreement and a certification from the Franchise Tax Board or other state tax authority of the State of California stating that Borrower the Company is in good standing with the Franchise Tax Board or such state tax authority, if applicableBoard. (3) A resolution, consent or approval of all resolution of the members board of Borrower directors of the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under the Company pursuant to this Agreement. (4) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the managers officers of Borrower the Company executing this Agreement and the other Loan DocumentsDocuments and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (5) Assumed Name Certificates Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of April 30, 1999 and related statements of income, changes in stockholders' equity and cash flows for the period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender and containing a footnote concerning a subsequent cash equity investment of $6,000,000 or more. (6) Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of May 31, 1999 and June 30, 1999, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with the Company's most recent audited financial statements. (7) The Guaranty, in the form attached hereto as EXHIBIT B, duly executed by the Guarantor. (8) Copies of the Guarantor's articles or certificate of incorporation as certified by the Secretary of State of the State of Guarantor's incorporation and bylaws, and certificates of good standing issued by the Secretary of State dated within 30 no less recently than 90 days prior to the date of this Agreement. (9) A resolution of the board of directors of the Guarantor, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty, and all other instruments or documents to be delivered by the Guarantor pursuant to this Agreement. (10) A certificate of the Guarantor's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Guarantor executing the Guaranty and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (11) Financial statements of the Guarantor containing a balance sheet as of April 30, 1999 and related statements of income, changes in stockholders' equity and cash flows for the period ended on the above date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender, and containing a footnote concerning a subsequent cash equity investment of $13,000,000 or more. (12) Financial statements of the Guarantor containing a balance sheet as of May 31, 1999, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the above date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and reviewed by independent certified public accountants of recognized standing acceptable to the Lender. (13) A favorable written opinion of counsel to the Company and the Guarantor (or of separate counsel at the option of the Company and the Guarantor), dated as of the date of this Agreement for any assumed name used by Borrower substantially in the conduct form of its businessEXHIBIT H attached hereto, addressed to the Lender. (614) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do the Company and the Guarantor, which searches shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted under this Agreementhereunder. (715) Copies of Borrower’s the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender. (16) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by Borrower the Company as of the date of this Agreement with the related provisions of Section 7.96.8 hereof. (8) The Guaranty duly executed 17) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Guarantorthe Lender. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1118) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees. (19) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (b) All directors, officers and shareholders of the Company, all Affiliates of the Company or of any Subsidiary of the Company, and the Guarantor, to whom or to any of whom the Company shall be indebted as of the date of this Agreement, which indebtedness has a term of more than one (1) year or is in excess of $100,000 shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of EXHIBIT F hereto; and the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the Company to be true and complete and in full force and effect as of the date of the Advance.

Initial Advance. Lender’s obligation to make the initial Warehousing Advance, The effectiveness of this Agreement is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1i) The Warehousing Note and this Agreement Agreement, duly executed by the Borrower. (2ii) The Borrower’s articles organizational documents, certified as true and complete by an appropriate officer or other Person. (iii) Certificates of organization or formation, together with all amendments, as certified by legal existence and good standing from the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Delaware for Borrower, and certificates of good standing dated within 60 thirty (30) days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3iv) A resolutionSuch certificates of resolutions or other action, consent or approval incumbency certificates and/or other certificates of all responsible officers of the members Borrower as Lender may require evidencing (A) the authority of the Borrower authorizing the execution, delivery and performance of to enter into this Agreement and the other Loan DocumentsDocuments and (B) the identity, authority and capacity of each Warehousing Advance Request and all other agreements, instruments or documents Authorized Representative thereof authorized to be delivered by Borrower under this Agreement. (4) A certificate act as to the incumbency and authenticity of the signatures of the managers of Borrower executing an Authorized Representative in connection with this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6v) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this AgreementLender. (7vi) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) The Guaranty duly executed vii) An opinion from counsel for the Borrower in form and substance satisfactory to Lender concerning, among other matters (i) the legal existence, good standing and qualification to do business of the Borrower, (ii) the power and authority of the Borrower to enter into and perform the Loan Documents, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of the Borrower to do so, (v) the enforceability of the Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against the Borrower, (vii) the validity and perfection of the Lender’s security interest in the Collateral, (viii) the non-contravention of the Borrower’s obligations under the Loan Documents, under the Borrower’s charter documents or under any material agreements or legal proceedings to which it is a party or by Guarantorwhich it is bound, and (ix) such other matters as Lender reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (9viii) Guarantor’s articles of organization or formation, together with all amendments, Such financial statements and other information as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableLender shall have reasonably requested. (10ix) A resolutionSuch other documents as Lender reasonably may require, consent or approval of certified by the Secretary of Guarantor authorizing the executionduly executed and delivered, delivery and performance evidence satisfactory to Lender of the Guarantyoccurrence of any further conditions precedent to the closing of the credit facility established hereby. (11b) Receipt Lender shall have filed Uniform Commercial Code financing statements in such jurisdictions as Lender shall have determined to be appropriate in order to perfect the security interest in the Collateral granted by Borrower pursuant to this Agreement or any other Loan Document. (c) Borrower shall have (i) paid to the Lender, as applicable, all amounts due as of the Closing Date, and (ii) paid or reimbursed the Lender of any for all its attorneys’ fees due on and expenses incurred in connection with this Agreement and the date of this Agreementother Loan Documents.

Initial Advance. Lender’s obligation to make the initial Warehousing Advance, Advance is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower. (2) BorrowerMMA’s articles of organization or formationorganization, together with all amendments, as certified by the Secretary of State of MarylandDelaware, BorrowerMMA’s operating agreement, together with all amendments, certified by the manager of BorrowerMMA, and certificates of good standing dated within 60 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower MMA is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all of the members of Borrower MMA authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower MMA under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the managers of Borrower MMA executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (5) Assumed Name Certificates dated within 30 90 days of the date of this Agreement for any assumed name used by Borrower MMA in the conduct of its business. (6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement. (8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business. (10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement. (12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business. (14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement. (16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004 (17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business. (18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement. (20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business. (22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request. (23) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (724) Copies of the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender. (25) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9. (8) The Guaranty duly 26) A fully-executed by GuarantorFunding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1127) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. The effectiveness of this Agreement, including Lender’s 's obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s ABMSI's articles or certificate of organization or formationincorporation, together with all amendments, as certified by the Secretary of State of MarylandNew Jersey, Borrower’s operating agreementABMSI's bylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of BorrowerABMSI, or a certificate of ABMSI stating that there has been no change in either ABMSI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower ABMSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all resolution of the members board of Borrower directors of ABMSI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower ABMSI under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of Borrower ABMSI executing this Agreement and the other Loan Documents, and of the officers and employees of ABMSI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower ABMSI in the conduct of its business. (6) HACI's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Pennsylvania, HACI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of HACI, or a certificate of HACI stating that there has been no change in either HACI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that ABMSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (7) A resolution of the board of directors of HACI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by HACI under this Agreement. (8) A certificate as to the incumbency and authenticity of the signatures of the officers of HACI executing this Agreement and the other Loan Documents, and of the officers and employees of HACI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (9) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by HACI in the conduct of its business. (10) ABCI's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Pennsylvania, ABCI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of ABCI, or a certificate of ABCI stating that there has been no change in either ABCI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that ABMSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (11) A resolution of the board of directors of ABCI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by ABCI under this Agreement. (12) A certificate as to the incumbency and authenticity of the signatures of the officers of ABCI executing this Agreement and the other Loan Documents, and of the officers and employees of ABCI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (13) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by ABCI in the conduct of its business. (14) A favorable written opinion of counsel to Borrower and the Guarantor (or of separate counsel at the option of Borrower and the Guarantor), addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request, including the subordination of Borrower's and Guarantor's debt securities offerings. (15) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (716) Copies of each Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1117) Receipt by Lender of any fees due on the date of this Agreement. (18) One or more agreements among Borrower, Lender and ▇▇▇▇▇▇ Mae in which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account, each in form and substance satisfactory to Lender. (b) If Borrower is indebted to any of its directors, officers, shareholders or Affiliates, or to the Guarantor, as of the date of this Agreement, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must, if such indebtedness is not already subordinated to the Obligations by its terms have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.

Initial Advance. Lender’s The obligation of the Lender to make the initial Warehousing Advance, Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof of the following conditions precedent: 5.1 (a) The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrowerthe Borrowers. (2) Borrower’s BNC's articles of organization or formation, together with all amendments, incorporation as certified by the Secretary of State of MarylandBNC's incorporation, Borrower’s operating agreement, together with all amendments, bylaws certified by the manager corporate secretary of BorrowerBNC, and certificates of good standing dated within 60 no less recently than ninety (90) days of prior to the date of this Agreement, together with Agreement and a certification from the Franchise Tax Board or other state tax authority of the State of California stating that Borrower BNC is in good standing with the Franchise Tax Board or such state tax authority, if applicableBoard. (3) A resolution, consent or approval of all resolution of the members board of Borrower directors of BNC, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under BNC pursuant to this Agreement. (4) A certificate of BNC's corporate secretary as to the incumbency and authenticity of the signatures of the managers officers of Borrower BNC executing this Agreement and the other Loan DocumentsDocuments and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (5) Assumed Name Certificates Financial statements of BNC and its Subsidiaries, on a consolidated and consolidating basis containing a balance sheet as of June 30, 1998, and related statements of income, changes in stockholders' equity and cash flows for the period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender. (6) Financial statements of BNC and its Subsidiaries, on a consolidated and consolidating basis containing a balance sheet as of , related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with the BNC's most recent audited financial statements. (7) Mortgage Logic's articles of incorporation as certified by the Secretary of State of the Mortgage Logic's incorporation, bylaws certified by the corporate secretary of Mortgage Logic, and certificates of good standing dated within 30 no less recently than ninety (90) days prior to the date of this Agreement and a certification from the Franchise Tax Board of the State of California stating that Mortgage Logic is in good standing with the Franchise Tax Board. (8) A resolution of the board of directors of Mortgage Logic, certified as of the date of this Agreement for any assumed name used by Borrower in its corporate secretary, authorizing the conduct execution, delivery and performance of its businessthis Agreement and the other Loan Documents, and all other instruments or documents to be delivered by Mortgage Logic pursuant to this Agreement. (69) A certificate of Mortgage Logic's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Mortgage Logic executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (10) A favorable written opinion of counsel to BNC and Mortgage Logic (or of separate counsel at the option of BNC and Mortgage Logic), dated as of the date of this Agreement substantially in the form of Exhibit H attached hereto, addressed to the Lender. (11) A Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do BNC and Mortgage Logic, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted under this Agreementhereunder. (712) Copies of Borrower’s the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender. (13) Copies of the Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by Borrower the Borrowers as of the date of this Agreement with the related provisions of Section 7.96.8 hereof. (8) The Guaranty duly executed 14) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Guarantorthe Lender. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1115) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees. (16) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (17) An agreement among the Borrowers, the Lender and Fann▇▇ ▇▇▇, pursuant to which Fann▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by the Borrowers to Fann▇▇ ▇▇▇ ▇▇ the Cash Collateral Account. (b) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any Subsidiary of BNC or Mortgage Logic, to whom or to any of whom the Borrowers shall be indebted as of the date of this Agreement, which indebtedness has a term of more than one (1) year or is in excess of One Hundred Thousand Dollars ($100,000) shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; and the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the each Borrower to be true and complete and in full force and effect as of the date of the Advance.

Initial Advance. Lender’s obligation to make the initial Warehousing Advance, Advance is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower. (2) BorrowerFirst NLC LLC’s articles of organization or formationorganization, together with all amendments, as certified by the Secretary of State of MarylandFlorida, BorrowerFirst NLC LLC’s operating agreement, together with all amendments, certified by the manager corporate secretary or assistant secretary of BorrowerFirst NLC LLC, or a certificate of First NLC LLC stating that there has been no change in either First NLC LLC’s articles of organization or operating agreement since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower First NLC LLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all resolution of the members board of Borrower managers of First NLC LLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower First NLC LLC under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of Borrower First NLC LLC executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower First NLC LLC in the conduct of its business. (6) NLC, Inc.’s charter, together with all amendments, as certified by the Secretary of State of Tennessee, NLC, Inc.’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of NLC, Inc., or a certificate of NLC, Inc. stating that there has been no change in either NLC, Inc.’s charter or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that NLC, Inc. is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (7) A resolution of the board of directors of NLC, Inc. authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by NLC, Inc. under this Agreement. (8) A certificate as to the incumbency and authenticity of the signatures of the officers of NLC, Inc. executing this Agreement and the other Loan Documents. (9) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by NLC, Inc. in the conduct of its business. (10) First NLC, Inc.’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Minnesota, First NLC, Inc.’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of First NLC, Inc., and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that First NLC, Inc. is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (11) A resolution of the board of directors of First NLC, Inc. authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by First NLC, Inc. under this Agreement. (12) A certificate as to the incumbency and authenticity of the signatures of the officers of First NLC, Inc. executing this Agreement and the other Loan Documents. (13) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by First NLC, Inc. in the conduct of its business. (14) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (715) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1116) Receipt by Lender of any fees due on the date of this Agreement. (b) If, as of the date of this Agreement, Borrower has any indebtedness for borrowed money to any of its managers, members or Affiliates of any manager or member or any director, officer or shareholder of any manager or Affiliate of any manager or member, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the manager of First NLC LLC or the corporate secretary of NLC, Inc. or the corporate secretary of First NLC, Inc. to be true and complete and in full force and effect as of the date of the Warehousing Advance.

Initial Advance. Lender’s Lenders’ obligation to make the initial Warehousing Advance, Advances is subject to the satisfaction, in the sole discretion of LenderCredit Agent, of the following conditions precedent: 5.1 (a) Lender Credit Agent must receive the following, all of which must be satisfactory in form and content to LenderCredit Agent, in its sole discretion: (1) The Warehousing Note Notes and this Agreement duly executed by BorrowerBorrowers. (2) Borrower’s The Lennar Undertaking, on the form prescribed by Credit Agent, duly executed by Lennar. (3) A certificate of UAMCLLC stating that there has been no change in either UAMCLLC ‘s articles of organization or formation, together operating agreement since those delivered in connection with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates Existing Agreement. (4) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower UAMCLLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (35) A resolution, consent or approval of all of the members of Borrower UAMCLLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower UAMCLLC under this Agreement. (46) A certificate as to the incumbency and authenticity of the signatures of the managers of Borrower UAMCLLC executing this Agreement and the other Loan Documents. (57) Assumed Name Certificates dated within 30 60 days of the date of this Agreement for any assumed name used by Borrower UAMCLLC in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches 8) A certificate of the appropriate public records for Borrower EHMI stating that do not disclose the existence there has been no change in either EHMI’s articles of any prior Lien on the Collateral other than incorporation or bylaws since those delivered in favor of Lender or as permitted under this Agreement. (7) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement connection with the provisions of Section 7.9. (8) The Guaranty duly executed by GuarantorExisting Agreement. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor EHMI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval resolution of certified by the Secretary board of Guarantor directors of EHMI authorizing the execution, delivery and performance of this Agreement and the Guarantyother Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMI under this Agreement. (11) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMI executing this Agreement and the other Loan Documents. (12) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMI in the conduct of its business. (13) A certificate of EHMCA stating that there has been no change in either EHMCA’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (14) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that EHMCA is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (15) A resolution of the board of directors of EHMCA authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMCA under this Agreement. (16) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMCA executing this Agreement and the other Loan Documents. (17) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMCA in the conduct of its business. (18) A certificate of UAMCC stating that there has been no change in either UAMCC’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (19) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (20) A resolution of the board of directors of UAMCC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCC under this Agreement. (21) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCC executing this Agreement and the other Loan Documents. (22) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCC in the conduct of its business. (23) A certificate of UAMC Asset stating that there has been no change in either UAMC Asset articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (24) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMC Asset is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (25) A resolution of the board of directors of UAMC Asset authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC Asset under this Agreement. (26) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC Asset executing this Agreement and the other Loan Documents. (27) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMC Asset in the conduct of its business. (28) A certificate of UAMCP stating that there has been no change in either UAMCP’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (29) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCP is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (30) A resolution of the board of directors of UAMCP authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCP under this Agreement. (31) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCP executing this Agreement and the other Loan Documents. (32) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCP in the conduct of its business. (33) A certificate of EHMLLC stating that there has been no change in either EHMLLC’s articles of organization or operating agreement since those delivered in connection with the Existing Agreement. (34) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that EHMLLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (35) A resolution, consent or approval of all of the members of EHMLLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMLLC under this Agreement. (36) A certificate as to the incumbency and authenticity of the signatures of the managers of EHMLLC executing this Agreement and the other Loan Documents. (37) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMLLC in the conduct of its business. (38) A certificate of Lennar stating that there has been no change in either Lennar’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, (39) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Lennar is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (40) A resolution of the board of directors of Lennar, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of Lennar Undertaking, and all other agreements, instruments or documents to be delivered by Lennar under this Agreement. (41) A certificate as to the incumbency and authenticity of the signatures of the officers of Lennar executing Lennar Undertaking and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (42) A favorable written opinion of counsel to Borrowers and Lennar (or of separate counsel at the option of Borrowers and Lennar), addressed to Lenders and dated as of the date of this Agreement, covering such matters as Lenders may reasonably request. (43) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this Agreement. (44) Copies of the certificates, documents or other written instruments that evidence Borrowers’ eligibility described in Section 9.1, all in form and substance satisfactory to Credit Agent. (45) Copies of each Borrowers’ errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the provisions of Section 7.9. (46) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ Mae, Credit Agent and ▇▇▇▇▇▇ ▇▇▇ in which ▇▇▇▇▇▇ Mae agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ ▇▇▇ to the Cash Collateral Account, each in form and substance satisfactory to Credit Agreement. (47) Receipt by Lender Credit Agent and Lenders of any fees due on the date of this Agreement. (48) An executed Electronic Tracking Agreement among Borrowers, Credit Agent and Mortgage Electronic Registration Systems, Inc. (“MERS”), and MERCORP, Inc., pursuant to which Credit Agent will have the authority to, among other things, withdraw Mortgages from the MERS system, if either the Mortgage Loan has been registered on the MERS system naming Borrowers as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system. (b) If, as of the date of this Agreement, any Borrower has any indebtedness for borrowed money to any of its managers, members or Affiliates or any director, officer or shareholder of any manager, member or Affiliate of any manager or member, which indebtedness, when added to all other such indebtedness of each Borrower, results in an aggregate amount of such indebtedness in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advance.

Initial Advance. Lender’s obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note Notes and this Agreement duly executed by Borrower. (2) Borrower’s articles or certificate of organization or formationincorporation, together with all amendments, as certified by the Secretary of State of MarylandCalifornia, Borrower’s operating agreementbylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of Borrower, or a certificate of Borrower stating that there has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all resolution of the members board of directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (7) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9. (8) The Guaranty duly executed One or more agreements among Borrower, Lender and F▇▇▇▇▇ M▇▇ in which F▇▇▇▇▇ Mae agrees to send all cash proceeds of Mortgage Loans sold by GuarantorBorrower to F▇▇▇▇▇ M▇▇ to the Cash Collateral Account, each in form and substance satisfactory to Lender. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement. (b) Borrower must not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the Audited Statement Date.

Initial Advance. LenderLenders’ obligation to make Warehousing Advances, RFC’s and WaMu’s obligation to make the initial Warehousing AdvanceRFC/WaMu Advances and RFC’s obligation to make RFC Direct Advances, is subject to the satisfaction, in the sole discretion of LenderCredit Agent, of the following conditions precedent: 5.1 (a) Lender Credit Agent must receive the following, all of which must be satisfactory in form and content to LenderCredit Agent, in its sole discretion: (1) The Warehousing Note Notes and this Agreement duly executed by BorrowerBorrowers. (2) Borrower’s The Lennar Undertaking, on the form prescribed by Credit Agent, duly executed by Lennar. (3) A certificate of UAMCLLC stating that there has been no change in either UAMCLLC ‘s articles of organization or formation, together operating agreement since those delivered in connection with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates Existing Agreement. (4) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower UAMCLLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (35) A resolution, consent or approval of all of the members of Borrower UAMCLLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower UAMCLLC under this Agreement. (46) A certificate as to the incumbency and authenticity of the signatures of the managers of Borrower UAMCLLC executing this Agreement and the other Loan Documents. (57) Assumed Name Certificates dated within 30 60 days of the date of this Agreement for any assumed name used by Borrower UAMCLLC in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches 8) A certificate of the appropriate public records for Borrower EHMI stating that do not disclose the existence there has been no change in either EHMI’s articles of any prior Lien on the Collateral other than incorporation or bylaws since those delivered in favor of Lender or as permitted under this Agreement. (7) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement connection with the provisions of Section 7.9. (8) The Guaranty duly executed by GuarantorExisting Agreement. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor EHMI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval resolution of certified by the Secretary board of Guarantor directors of EHMI authorizing the execution, delivery and performance of this Agreement and the Guarantyother Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMI under this Agreement. (11) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMI executing this Agreement and the other Loan Documents. (12) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMI in the conduct of its business. (13) A certificate of AFSI stating that there has been no change in either AFSI’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (14) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that AFSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (15) A resolution of the board of directors of AFSI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by AFSI under this Agreement. (16) A certificate as to the incumbency and authenticity of the signatures of the officers of AFSI executing this Agreement and the other Loan Documents. (17) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by AFSI in the conduct of its business. (18) A certificate of UAMCC stating that there has been no change in either UAMCC’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (19) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (20) A resolution of the board of directors of UAMCC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCC under this Agreement. (21) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCC executing this Agreement and the other Loan Documents. (22) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCC in the conduct of its business. (23) A certificate of UAMC Asset stating that there has been no change in either UAMC Asset articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (24) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMC Asset is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (25) A resolution of the board of directors of UAMC Asset authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC Asset under this Agreement. (26) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC Asset executing this Agreement and the other Loan Documents. (27) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMC Asset in the conduct of its business. (28) A certificate of Lennar stating that there has been no change in either Lennar’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, (29) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Lennar is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (30) A resolution of the board of directors of Lennar, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of Lennar Undertaking, and all other agreements, instruments or documents to be delivered by Lennar under this Agreement. (31) A certificate as to the incumbency and authenticity of the signatures of the officers of Lennar executing Lennar Undertaking and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (32) A favorable written opinion of counsel to Borrowers and Lennar (or of separate counsel at the option of Borrowers and Lennar), addressed to Lenders and dated as of the date of this Agreement, covering such matters as Lenders may reasonably request. (33) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this Agreement. (34) Copies of the certificates, documents or other written instruments that evidence Borrowers’ eligibility described in Section 9.1, all in form and substance satisfactory to Credit Agent. (35) Copies of each Borrowers’ errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the provisions of Section 7.9. (36) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Credit Agent and ▇▇▇▇▇▇ Mae in which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account, each in form and substance satisfactory to Credit Agreement. (37) Receipt by Lender Credit Agent and Lenders of any fees due on the date of this Agreement. (38) An executed Electronic Tracking Agreement among Borrowers, Credit Agent and Mortgage Electronic Registration Systems, Inc. (“MERS”), and MERCORP, Inc., pursuant to which Credit Agent will have the authority to, among other things, withdraw Mortgages from the MERS system, if either the Mortgage Loan has been registered on the MERS system naming Borrowers as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system.

Initial Advance. Lender’s The obligation of the Lender to make the initial Warehousing Advance, Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof of the following conditions precedent: 5.1 (a) The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Warehousing Note Notes and this Agreement duly executed by Borrowerthe Borrowers. (2) Borrower’s The Borrowers' articles of organization or formation, together with all amendments, incorporation as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, Delaware and a copy of the Borrowers' bylaws certified by the manager corporate secretary of Borrowerthe Borrowers, or a Certificate of the Borrowers stating that there has been no change in either the articles of incorporation or bylaws since those most recently delivered in connection with the Existing Warehousing Agreement or the Existing Term Agreement, and certificates of good standing dated within 60 no less recently than ninety (90) days prior to the date of this Agreement. (3) Resolutions of the board of directors of the Borrowers, certified as of the date of this AgreementAgreement by their corporate secretary, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all of the members of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under the Borrowers pursuant to this Agreement.. Washington/Hunt▇▇▇:▇/▇3/96 41 (4) A certificate of the Borrowers' corporate secretary as to the incumbency and authenticity of the signatures of the managers officers of Borrower the Borrowers executing this Agreement and the other Loan DocumentsDocuments and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (5) Assumed Name Certificates Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender. (6) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of March 31, 1996, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with Washington's most recent audited financial statements. (7) A favorable written opinion of counsel to the Borrowers, dated within 30 days as of the date of this Agreement for any assumed name used by Borrower substantially in the conduct form of its businessExhibit H attached hereto, addressed to the Lender. (6) 8) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for Borrower that do the Borrowers, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted under this hereunder. (9) An executed copy of the Berkshire Master Agreement. (710) Executed copies of the Berkshire Master Notes. (11) An executed copy of the FNMA Special Pool Purchase Contract related thereto. Washington/Hunt▇▇▇:▇/▇3/96 42 (12) An executed original of a bailee agreement with respect to the Berkshire Master Notes among Washington, the Lender and FNMA, in form and substance satisfaction to the Lender. (13) Copies of Borrower’s the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender. (14) Copies of the Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by Borrower the Borrowers as of the date of this Agreement with the related provisions of Section 7.96.8 hereof. (8) The Guaranty duly executed 15) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Guarantorthe Lender. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1116) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees. (17) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (b) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any Subsidiary of the Borrowers, to whom or to any of whom the Borrowers shall be indebted as of the date of this Agreement, which indebtedness has a term of more than one (1) year or is in excess of Five Hundred Thousand Dollars ($500,000) shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; and the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the Borrowers to be true and complete and in full force and effect as of the date of the Advance.

Initial Advance. Lender’s obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note, the Sublimit Note and this Agreement duly executed by Borrower. (2) Borrower’s articles or certificate of organization or formationincorporation, together with all amendments, as certified by the Secretary of State of MarylandDelaware, Borrower’s operating agreementbylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of Borrower, or a certificate of Borrower stating that there has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all resolution of the members board of directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request. (7) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (7) 8) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. The effectiveness of this Agreement, including Lender’s 's obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by each Borrower. (2) The Sublimit Note and this Agreement duly executed by each Borrower’s articles . (3) Cresleigh LLC's Certificate of organization or formationFormation, together with all amendments, as certified by the Secretary of State of MarylandDelaware, Borrower’s operating agreementCresleigh LLC's Limited Liability Company Operating Agreement, together with all amendments, certified by the manager of BorrowerCresleigh LLC, or a certificate of Cresleigh LLC stating that there has been no change in either Cresleigh LLC's Certificate of Formation or Limited Liability Company Operating Agreement since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower Cresleigh LLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (34) A resolution, consent or approval of all of the members of Borrower Cresleigh LLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower Cresleigh LLC under this Agreement. (45) A certificate as to the incumbency and authenticity of the signatures of the managers of Borrower Cresleigh LLC executing this Agreement and the other Loan Documents, and of the managers and employees of Cresleigh LLC delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (56) Cresleigh Bancorp's Certificate of Formation, together with all amendments, as certified by the Secretary of State of Tennessee, Cresleigh Bancorp's Limited Liability Company Operating Agreement, together with all amendments, certified by the manager of Cresleigh Bancorp, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Cresleigh Bancorp is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (7) A resolution, consent or approval of all of the members of Cresleigh Bancorp authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Cresleigh Bancorp under this Agreement. (8) A certificate as to the incumbency and authenticity of the signatures of the managers of Cresleigh Bancorp executing this Agreement and the other Loan Documents, and of the managers and employees of Cresleigh Bancorp delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (9) Cresleigh Inc.'s Articles of Incorporation, together with all amendments, as certified by the Secretary of State of Delaware, Cresleigh Inc.'s Bylaws, together with all amendments, certified by the secretary of Cresleigh Inc., and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Cresleigh Inc. is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution of the board of directors of Cresleigh Inc. authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Cresleigh Inc. under this Agreement. (11) A certificate as to the incumbency and authenticity of the signatures of the officers of Cresleigh Inc. executing this Agreement and the other Loan Documents, and of the officers and employees of Cresleigh Inc. delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (12) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by any Borrower in the conduct of its business. (613) A favorable written opinion of counsel to each Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request. (14) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (715) Copies of each Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1116) Receipt by Lender of any fees due on the date of this Agreement. (b) If any Borrower is indebted to any of its managers, members or Affiliates or any director, officer or shareholder of any manager, member or Affiliate of any manager or member, as of the date of this Agreement, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the manager of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.

Initial Advance. Lender’s The obligation of Credit Agent to make the initial Warehousing Advance, Advance under this Agreement is subject to the satisfaction, in the sole discretion of LenderCredit Agent, of the following conditions precedent: 5.1 (a) Lender Credit Agent must receive the following, all of which must be satisfactory in form and content to LenderCredit Agent, in its sole discretion: (1) The Warehousing Note and Notes, this Agreement and the Collateral Agency Agreement, duly executed by Borrower. (2) Borrower’s 's articles of organization or formationincorporation, together with all amendments, as certified by the Secretary of State of Maryland, and Borrower’s operating agreement's bylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of Borrower, Borrower and certificates of good standing dated within 60 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all resolution of the members board of directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of Borrower executing this Agreement and the other Loan Documents, and of the officers and employees of Borrower delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent and Collateral Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent and Collateral Agent). (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Fiscal year-end financial statements of Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2000, and related statements of income, cash flows and changes in stockholders' equity for the period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to Credit Agent. (7) Interim financial statements of Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of February 28, 2001, related statements of income, cash flows and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with Borrower's most recent audited financial statements. (8) A favorable written opinion of counsel to Borrower, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request. (9) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender Credit Agent or as permitted under this Agreement. (710) Copies of the certificates, documents or other written instruments that evidence Borrower's eligibility described in Section 2.3, all in form and substance satisfactory to Credit Agent. (11) Copies of Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the related provisions of Section 7.98.9. (8) The Guaranty duly executed 12) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by GuarantorCredit Agent. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1113) Receipt by Lender Credit Agent of any fees due on the date of this Agreement. (14) A copy of acknowledgment agreements from each of Fannie Mae and Freddie Mac in form and substanc▇ ▇▇▇▇s▇▇▇tory to Credit Agent acknowledging the validity of Credit Agent's security interest in the portions of the Collateral that constitute Fannie Mae and Freddie Mac Servicing Contracts.