Common use of Interpretation of Terms Clause in Contracts

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX V

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX Annex V

Interpretation of Terms. All references to “Seller” or “Buyer”, ” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, ” as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” party or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX V.

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default default by Seller or Buyer, as the case may be). ANNEX VUBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: UBS FINANCIAL SERVICES INC. XXXX-TO-MARKET AGREEMENT In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned (“Client”) for the purpose of the purchase and sale of exempted securities (as that term is defined in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IV1), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly accordingly. EXHIBIT A-1 FORM OF MONTHLY CERTIFICATION I, , of New Century Mortgage Corporation, as administrator of New Century Funding A (the “Company”), do hereby certify that the Company is in compliance with all provisions and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 terms of the Agreement shall be deemed an Event Amended and Restated Master Repurchase Agreement, dated as of Default May 13, 2002, amended and restated to and including May 21, 2004 by Seller or Buyerand between Bank of America, as N.A. and the case may be). ANNEX VCompany.

Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of 2000 Master Securities Loan Agreement• AI-2 Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may be). ANNEX VBy: Title: Date: By: Title: Date: 2000 Master Securities Loan Agreement• AI-3 Annex II

Interpretation of Terms. All references to “Seller” "Lender" or “Buyer”, "Borrower," as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s 's liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” "Lender" or “Buyer”, "Borrower," as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s Lender's obligations to Buyer Borrower or Buyer’s Borrower's obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of 2000 Master Securities Loan Agreement AI-2 Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may be). ANNEX V.

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisionsprovi- sions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated desig- nated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations obliga- tions to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX Annex V

Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may be). ANNEX VBy: Title: Date: By: Title: Date: Annex II Market Value Unless otherwise agreed by Borrower and Lender:

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly accordingly. EXHIBIT A QUARTERLY CERTIFICATION I, , , the [OFFICER] of Spirit Finance Corporation (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer“Seller”), as the case may be). ANNEX Vdo hereby certify that:

Interpretation of Terms. All references to “"Seller” " or “"Buyer”", as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s 's liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “"Seller” " or “"Buyer”", as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s 's obligations to Buyer or Buyer’s 's obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly accordingly. Annex II Structuring Fee Schedule The Periodic Fee for each calendar month shall be an amount equal to the product of (x) 0.05% per annum and (y) the Maximum Aggregate Cash Purchase Price. Annex III Non-Utilization Fee Formula The Non-Utilization Fee for each calendar month shall be an amount equal to the product of (x) 0.125% per annum and (y) the excess, if any, of (I) 50% of the Maximum Aggregate Cash Purchase Price over (II) the average daily balance of the Purchased Mortgage Loans during such calendar month. In the event that the Buyer fails to enter into one or more Transactions for any Act reason other than the failure of Insolvency the Seller to satisfy the conditions precedent listed in Section 10 hereof (such Transaction, a "Declined Transaction"), the non-utilization fee will be recalculated, for the period of time from and after the date of the request for such Declined Transaction up to but not including the date, if any, on which Buyer enters into a Transaction with the Seller, based upon an amount equal to the product of (x) 0.125% per annum and (y) the excess, if any, of (I) the difference between (A) 50% of the Maximum Aggregate Cash Purchase Price minus (B) the amount of the Cash Purchase Price requested for each such Declined Transaction over (II) the average daily Cash Purchase Price of the Purchased Mortgage Loans during such calendar month. At such time that Buyer enters into a subsequent Transaction with the Seller, the nonutilization fee will be calculated using the formula set forth in the preceding paragraph. EXHIBIT A FORM OF TRANSACTION REQUEST [Date] Credit Suisse First Boston Mortgage Capital LLC [Address] Attention: ________________ Re: Master Repurchase Agreement dated as of March 1, 2002 (the "Master Repurchase Agreement") by and among Xxxxxxxxx Xxxxxxxxx Xxxxxxxx, XXX, xxx Credit Suisse First Boston Mortgage Capital LLC Cresleigh Financial Services, LLC, hereby requests that Credit Suisse First Boston Mortgage Capital LLC ("CSFBMCL") enter into a Transaction with respect to Agent or any other Event of Default the Mortgage Loans listed on the Mortgage Loan Schedule and Exception Report attached hereto on Attachment 1 and as set forth below, pursuant to the Master Repurchase Agreement. TOTAL NUMBER OF MORTGAGE ___ Mortgage Loans - (See Mortgage Loan LOANS Schedule and Exception Report) ORIGINAL PRINCIPAL AMOUNT OF MORTGAGE LOANS: $ CURRENT PRINCIPAL AMOUNT OF MORTGAGE LOANS: $ PROPOSED CASH PURCHASE PRICE: $ CASH PURCHASE PRICE INCREASE: $ AGGREGATE CASH PURCHASE PRICE: $ PROPOSED PURCHASE DATE: The Master Repurchase Agreement is incorporated by Agent under Paragraph 11 reference into this Transaction Request and is made a part hereof as if it were fully set forth herein. (All capitalized terms used herein but not defined herein shall have the meanings specified in the Master Repurchase Agreement.) [Name] By:_______________________________________ Name: Title: [wire instructions] EXHIBIT B FORM OF PURCHASE CONFIRMATION [Date] Cresleigh Financial Services, LLC 11595 North Meridian Street Suite 400 Carmel IN 46032 Attention: Crxxx Xxxxx, XXX Xxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxx Xapital LLC ("XXXXMCL") is pleased to confirm your sale and our purchase of the Mortgage Loans described below and on the attached Mortgage Loan Schedule and Exception Report pursuant to the Master Repurchase Agreement dated as of March 1, 2002 (the "Master Repurchase Agreement") by and among Cresxxxxx Xxxxxxxxx Xxxxxxxx, XXX, xxx Xxedit Suisse First Boston Mortgage Capital LLC under the following terms and conditions: -------------------------------------------------------------------------------- Market Value: $ -------------------------------------------------------------------------------- Current Principal Amount of Mortgage Loans: $ -------------------------------------------------------------------------------- Aggregate Cash Purchase Price: $ -------------------------------------------------------------------------------- Purchase Date: -------------------------------------------------------------------------------- Repurchase Date: -------------------------------------------------------------------------------- Pricing Rate: -------------------------------------------------------------------------------- ADDITIONAL INFORMATION: -------------------------------------------------------------------------------- Aggregate Cash Purchase Price (date): $ -------------------------------------------------------------------------------- Less Previous Aggregate Cash Purchase Price: $ ------------------------------------------------------------------------------- Less Price Differential due on (date): $ -------------------------------------------------------------------------------- Net funds due [CSFB]/[Name] on (date): $ -------------------------------------------------------------------------------- The Master Repurchase Agreement is incorporated by reference into this Transaction Confirmation, is made a part hereof as if it were fully set forth herein and is extended hereby until all amounts due in connection with this Transaction are paid in full. All capitalized terms used herein but not defined herein shall be deemed an Event of Default by Seller or Buyerhave the meanings specified in the Master Repurchase Agreement. CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC By:____________________________________ Name: Title: CRESLEIGH FINANCIAL SERVICES, as the case may be). ANNEX VLLC By:____________________________________ Name: Title: EXHIBIT C MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT MORTGAGE LOAN CHARACTERISTICS

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IV1), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of the related Seller’s obligations to Buyer or Buyer’s obligations to the related Seller, as the case may be, and for receipt of performance by Buyer of its obligations to the related Seller or the related Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of SecuritiesAssets, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “‘ party” or “either party” in the Agreement shall be deemed revised accordingly accordingly. MONTHLY CERTIFICATION I, , of NovaStar Mortgage, Inc., Inc./NovaStar Assets Corp. (the “Company”), do hereby certify that the Company is in compliance with all provisions and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 terms of the Agreement shall be deemed an Event Master Repurchase Agreement, dated as of Default July , 2003, by Seller or Buyerand between [ ], as the case may be). ANNEX VCompany and NovaStar Mortgage, Inc./NovaStar Assets Corp.

Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerXxxxxx’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may be). ANNEX VBy: Title: Date: By: Title: Date: Annex II Market Value Unless otherwise agreed by Xxxxxxxx and Xxxxxx:

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IV1), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX Vaccordingly.

Interpretation of Terms. All references to “Seller” "Lender" or “Buyer”, "Borrower," as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s 's liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” "Lender" or “Buyer”, "Borrower," as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s Lender's obligations to Buyer Borrower or Buyer’s Borrower's obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may be). ANNEX VBLACKROCK INSTITUTIONAL TRUST COMPANY, N.A. IN ITS INDIVIDUAL CAPACITY By: ________________________________ Title: By: ________________________________ Title: [BORROWER] By: ________________________________ Title: Title:

Interpretation of Terms. All references to “"Seller” " or “"Buyer”", as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s 's liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “"Seller” " or “"Buyer”", as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s 's obligations to Buyer or Buyer’s 's obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly accordingly. QUARTERLY CERTIFICATION I, , , the [OFFICER] of Spirit Funding Company, LLC, (the "Company"), do hereby certify that the Company is in compliance with all provisions and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 terms of the Master Repurchase Agreement shall be deemed an Event (the "Repurchase Agreement") by and among Bank of Default by Seller or BuyerAmerica Mortgage Capital Corporation, Spirit Finance Corporation and the Company dated as the case may be). ANNEX Vof August 9, 2004.

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX V.

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement accordingly. Annex II Structure Fee Schedule The Structure Fee shall be deemed an Event amount equal to the product of Default by Seller or Buyer(x) 0.10% per annum and (y) the Maximum Aggregate Purchase Price, as the case may be)payable quarterly in arrears. ANNEX VAnnex III

Interpretation of Terms. All references to “SellerLender” or “Buyer”, “ Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, “ Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed ““ parties” to the Agreement and all references to a ““ party” or ““ either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may be). ANNEX VBy: Title: Date: By: Title: Date: Annex II Market Value Unless otherwise agreed by Borrower and Lender:

Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of AI-2 n 2000 Master Securities Loan Agreement Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may bemaybe). ANNEX VBarclays Global Investors, N A , as agent or trustee for various agency or trust accounts specified in Appendix A By: Title: Date: By: Title: Date: 2000 Master Securities Loan Agreement n AI-3 Annex II Market Value Unless otherwise agreed by Borrower and Lender:

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisionsprovi­ sions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated desig­ nated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations obliga­ tions to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX Annex V

Interpretation of Terms. All references to “"Seller” " or “"Buyer”", as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s 's liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s 's obligations to Buyer or Buyer’s buyer's obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). 22 ANNEX V

Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on AgentAgent ’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) AgentAgent ’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender ’s obligations to Buyer Borrower or BuyerBorrower ’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may be). ANNEX VBy: Title: Date: By: Title: Date: Annex II Market Value Unless otherwise agreed by Borrower and Lender:

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyeraccordingly. EXHIBIT A RESERVED EXHIBIT B ASSET BASE CERTIFICATE SPIRIT FINANCE ACQUISITIONS, as the case may be). ANNEX VLLC/ SPIRIT FINANCE CORPORATION/ SPIRIT SPE WAREHOUSE FUNDING, LLC ASSET BASE CERTIFICATE AS OF [Date]

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IV1), be construed to reflect that (i) each Principal shall have, in connection with any the Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any the Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX Vaccordingly.

Interpretation of Terms. All references to “"Seller” " or “"Buyer”", as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s 's liability in Paragraph 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “"Seller” " or “"Buyer”", as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s 's obligations to Buyer or Buyer’s 's obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX Vaccordingly.

Interpretation of Terms. All references to “Seller” "Lender" or “Buyer”, "Borrower," as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s 's liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” "Lender" or “Buyer”, "Borrower," as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s Xxxxxx's obligations to Buyer Borrower or Buyer’s Borrower's obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may be). ANNEX V.

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX V.

Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of 2000 Master Securities Loan Agreement• AI-2 Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may be). ANNEX VBy: /s/ Xxxxx Xxxxxxx Title: President / RH Financial Date: 8/6/08 By: /s/ Xxxxx Xxxxxxxxxxx Title: Managing Director/ Bank of America, N.A. Date: 8/6/08 2000 Master Securities Loan Agreement• AI-3 Annex II

Interpretation of Terms. All references to “"Seller” " or “"Buyer”", as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s 's liability in Paragraph Section 3 of this Annex IV1), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “"Seller” " or “"Buyer”", as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s 's obligations to Buyer or Buyer’s 's obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly accordingly. EXHIBIT A-1 FORM OF MONTHLY CERTIFICATION I, _______________________, _______________________ of New Century Mortgage Corporation as administrator of New Century Funding SB-1 (the "Company"), do hereby certify that the Company is in compliance with all provisions and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 terms of the Agreement shall be deemed an Event Master Repurchase Agreement, dated as of Default May 30, 2002, by Seller or Buyer, as and between Salomon Brothers Realty Corp. and the case may be). ANNEX VCompany.

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IV1), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, Buyer as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly accordingly. EXHIBIT A FORM OF QUARTERLY CERTIFICATION I, , of [Taberna Realty Holdings Trust] [Taberna Realty Finance Trust] (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer“Company”), as the case may be). ANNEX Vdo hereby certify that:

Interpretation of Terms. All references to “"Seller” " or “"Buyer”", as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s 's liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “"Seller” " or “"Buyer”", as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s 's obligations to Buyer or Buyer’s 's obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly accordingly. MONTHLY CERTIFICATION I, _________________ , _________________ of ABFS REPO 2001, Inc. (the "Company"), do hereby certify that the Company is in compliance with all provisions and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 terms of the Agreement shall be deemed an Event Master Repurchase Agreement, dated as of Default November 16, 2001, by Seller or Buyer, as and between Credit Suisse First Boston Mortgage Capital LLC and the case may be). ANNEX VCompany.

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and 24 § September 1996 § Master Repurchase Agreement as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX VSeptember 1996 § Master Repurchase Agreement § 25 Annex V Margin for Forward Transactions This Annex V forms a part of the Master Repurchase Agreement dated as of May 12, 2011 (the “Agreement”) between RBS Securities Inc. and Provident Mortgage Capital Associates, Inc. Capitalized terms used but not defined in this Annex V shall have the meanings ascribed to them in the Agreement.

Interpretation of Terms. All references to “SellerSellers” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s the Sellers’ obligations to Buyer or Buyer’s obligations to Sellerthe Sellers, as the case may be, and for receipt of performance by Buyer of its obligations to Seller the Sellers or Seller the Sellers of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX Vaccordingly.

Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may bemaybe). ANNEX VAI-2 n 2000 Master Securities Loan Agreement Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified in Appendix A By: Title: Date: By: Title: Date: 2000 Master Securities Loan Agreement n AI-3 Annex II Market Value Unless otherwise agreed by Borrower and Lender:

Interpretation of Terms. All references to “"Seller” " or “"Buyer”", as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s 's liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “"Seller” " or “"Buyer”", as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s 's obligations to Buyer or Buyer’s 's obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX VSeptember 1996 o Master Repurchase Agreement o 25 Annex V Margin for Forward Transactions This Annex V forms a part of the Master Repurchase Agreement dated as of _____________________________ ,19___ (the "Agreement") between ________________ and ________________________. Capitalized terms used but not defined in this Annex V shall have the meanings ascribed to them in the Agreement.

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisionsprovi- sions, the limitations on Agent’s liability in Paragraph 3 of this Annex IVXxxxx XX), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated desig- nated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer Xxxxx of its obligations obliga- tions to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX Annex V

Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of 2000 Master Securities Loan Agreement• AI-2 Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may be). ANNEX VBy: Title: l Date: By: Title: Date: 2000 Master Securities Loan Agreement• AI-3 Annex II

Interpretation of Terms. All references to “SellerSellers” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IV1), be construed to reflect that (i) each Principal shall have, in connection with any the Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s Sellers’ obligations to Buyer or Buyer’s obligations to a Seller, as the case may be, and for receipt of performance by Buyer of its obligations to a Seller or a Seller of its obligations to Buyer, as the case may be, in connection with any the Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly accordingly. MONTHLY CERTIFICATION I, , of [Seller] (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 the “Company”), do hereby certify on behalf of the Agreement shall be deemed an Event Company that the Company is in compliance with all provisions and terms of Default the Master Repurchase Agreement, dated as of November 12, 2004, by Seller or Buyerand among NC Capital Corporation, as the case may be). ANNEX VNew Century Mortgage Corporation, NC Residual II Corporation, New Century Credit Corporation, and Barclays Bank Plc.

Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may be). ANNEX VAFAM Capital, Inc., on behalf of the entities identified on Schedule I By: _/s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: CEO Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director MS Securities Services Inc. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Executive Vice President Annex II Market Value Unless otherwise agreed by Borrower and Lender:

Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisionsprovi- sions, the limitations on Agent’s liability in Paragraph 3 of this Annex IVXxxxx XX), be construed construe d to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated desig- nated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt receip t of performance by Buyer Xxxxx of its obligations obliga- tions to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX Annex V

Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on AgentAgent ’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) AgentAgent ’s Principal or Principals have designated Agent as their sole agent for performance of SellerXxxxxx ’s obligations to Buyer Borrower or BuyerBorrower ’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of a Default by Seller Lender or BuyerBorrower, as the case may be). ANNEX VBy: Title: Date: By: Title: Date: Annex II Market Value Unless otherwise agreed by Xxxxxxxx and Xxxxxx:

Interpretation of Terms. All references to “"Seller” " or “"Buyer”", as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s 's liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “"Seller” " or “"Buyer”", as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s 's obligations to Buyer or Buyer’s 's obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX VIV.A IDENTIFICATION OF PRINCIPALS ANNEX V MARGIN FOR FORWARD TRANSACTIONS This Annex V forms a part of the Master Repurchase Agreement dated as of April 24, 2003 (the "Agreement") between Banc of America Securities LLC and The PMI Group, Inc.Capitalized terms used but not defined in this Annex V shall have the meanings ascribed to them in the Agreement.

Interpretation of Terms. All references to “Seller” or “‘Buyer”, ” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations 30 § September 1996 § Master Repurchase Agreement to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be). ANNEX V31 § September 1996 § Master Repurchase Agreement Schedule IV.A