Common use of The Commitment Clause in Contracts

The Commitment. (a) You have requested that Wachovia Investments commit to purchase the entire amount of the Notes upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and the exhibits hereto. (b) Based on the foregoing, Wachovia Investments, acting alone or through or with affiliates selected by it, is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in the Fee Letter (as defined below) and in the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to (i) a purchase agreement (the “Note Purchase Agreement”) which shall be substantially identical, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”), and (ii) an indenture (the “Indenture”) which shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment Letter. (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject to: (i) there not having occurred any event, development or circumstance since June 30, 2007 (the date of the most recent unaudited financial statements delivered to the Arranger as of the date hereof) that has caused or would reasonably be expected to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.

The Commitment. (a) You have requested that Wachovia Investments commit Subject to purchase the entire amount of the Notes upon the terms and subject conditions of this Agreement and provided no Default or Event of Default has occurred and is continuing, the Lender agrees, from time to time during the period from the date hereof to and including the Termination Date, to make Advances to the conditions set forth or Company, provided, however, the sum of the total aggregate principal amount outstanding at any one time of all such Advances shall not exceed the Commitment Amount. The obligation of the Lender to make Advances hereunder up to but not exceeding the Commitment Amount is hereinafter referred to in as the “Commitment”. Within the Commitment, the Company may borrow, repay and reborrow. All Advances under this Commitment Letter Agreement shall constitute a single indebtedness, and all of the exhibits heretoCollateral shall be security for the Note and for the performance of all the Obligations of the Company. (b) Based on Advances shall be used by the foregoingCompany solely for the purpose of funding the acquisition or origination of Eligible Mortgage Loans, Wachovia Investmentsas specified in the Advance Request, acting alone or through or with affiliates selected by itand none other, and shall be made at the request of the Company in the manner hereinafter provided in Section 2.2, against the pledge of such Mortgage Loans, and such other collateral as is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in Section 3.1 hereof as Collateral therefor. Advances shall also be subject to the Fee Letter following restrictions: (as defined below1) and in the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to (i) a purchase agreement (the “Note Purchase Agreement”) which No Advance shall be substantially identicalmade against Mortgage Loans which are not Eligible Mortgage Loans. (2) The aggregate amount of Wet Settlement Advances outstanding at any one time shall not exceed an amount equal to forty percent (40%) of the Commitment Amount at any time during the first and last five business days of any calendar month or thirty percent (30%) of the Commitment Amount at any other time during such calendar month.. (3) The aggregate amount of Advances against Aged Mortgage Loans outstanding at any one time shall not exceed TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00). (4) The aggregate amount of Advances against HELOC Mortgage Loans outstanding at any one time shall not exceed TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00). (5) The aggregate amount of Advances against all Jumbo Loans and Super Jumbo Loans outstanding at any one time shall not exceed SEVEN MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($7,500,000.00); provided, except as set forth on Exhibit B heretofurther however, to that in no event shall the purchase agreement by and among the Company and the initial purchasers party thereto dated as aggregate amount of September 16, 2005 Advances against Super Jumbo Loans outstanding at any one time exceed FIVE MILLION AND NO/100 DOLLARS (the “Existing 2015 Purchase Agreement”$5,000,000.00), and (ii) an indenture (the “Indenture”) which shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment Letter... (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as No Advance against an Eligible Mortgage Loan shall exceed the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject to: following amounts: (i) there not having occurred any eventwith respect to a Credit ”A” Mortgage Loan, development or circumstance since June 30, 2007 an amount equal to ninety-eight percent (the date 98%) of the most recent unaudited financial statements delivered to the Arranger Collateral Value of such Mortgage Loan determined as of the date hereof) that has caused or would reasonably be expected is pledged to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; Lender; (ii) not less than 14 consecutive days prior with respect to a Relocation Mortgage Loan, an amount equal to ninety percent (90%) of the Collateral Value of such Mortgage Loan determined as of the date is pledged to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the NotesLender; and and (iii) with respect to a HELOC Mortgage Loan, an amount equal to ninety-six percent (96%) of the other conditions set forth below or referred Collateral Value of such Mortgage Loan determined as of the date it is pledged to in the Funding Conditions attached hereto as Exhibit B.Lender.

The Commitment. (a) You have requested that Wachovia Investments commit Subject to purchase the entire amount of the Notes upon the terms and subject conditions of this Agreement and provided no Default or Event of Default has occurred and is continuing, each Lender severally and not jointly agrees, from time to time during the period from the date hereof up to, but not including the Maturity Date, to make Advances to the conditions set forth or Borrower, provided, however, that (1) the sum of the total aggregate principal amount outstanding at any one time of all such Advances shall not exceed the Commitment, and (2) no Lender’s portion of the Advances shall exceed such Lender’s Commitment Amount. The aggregate amount of all Advances outstanding from time to time hereunder may hereinafter collectively be referred to in as the “Loan.” Within the Commitment, the Borrower may borrow, repay and reborrow. All Advances under this Commitment Letter Agreement shall constitute a single indebtedness, and all of the exhibits heretoCollateral shall be security for the Notes and for the performance of all the Obligations of the Borrower. (b) Based on Advances shall be used by the foregoingBorrower solely for the purpose of funding the origination of Eligible Loans as specified in the Advance Request, Wachovia Investmentsand none other, acting alone or through or with affiliates selected by itand shall be made at the request of the Borrower in the manner hereinafter provided in Section 2.2, against the pledge of such Mortgage Loans, and such other collateral as is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in the Fee Letter (Section 3.1 hereof as defined below) and in the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to (i) a purchase agreement (the “Note Purchase Agreement”) which shall be substantially identical, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”), and (ii) an indenture (the “Indenture”) which shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment LetterCollateral therefor. (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as In addition to the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly limitations set forth herein. You agree that no other arrangers in this Agreement, each Advance to fund an Eligible Loan shall be limited to the lesser of (x) the Mortgage Note Amount, or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by y) the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described thereinCommitted Purchase Price amount. (d) The commitments and agreements In the event at any time the outstanding principal balance of the Wachovia Parties described herein Loan should exceed the lesser of (x) the Commitment or (y) the aggregate Collateral Value of all Eligible Loans against which Advances are subject to:then outstanding, the Borrower shall repay such excess amount on demand to the Agent so that the outstanding principal balance of the Loan is in compliance with the terms and provisions hereof. (ie) there not having occurred The Lenders shall have no obligation to make any eventAdvances hereunder to fund the origination of F▇▇▇▇▇ Mae DUS Mortgage Loans, development Other F▇▇▇▇▇ M▇▇ Mortgage Loans or circumstance since June 30, 2007 F▇▇▇▇▇▇ Mac Loans if Standard & Poor’s reduces the credit rating of F▇▇▇▇▇ M▇▇ (the date of the most recent unaudited financial statements delivered with respect to the Arranger as of the date hereofF▇▇▇▇▇ Mae DUS Mortgage Loans or Other F▇▇▇▇▇ M▇▇ Mortgage Loans) that has caused or would reasonably be expected F▇▇▇▇▇▇ Mac (with respect to cause any material adverse change in F▇▇▇▇▇▇ Mac Loans) to A or affecting the business, condition lower (financial or otherwiseanother Rating Agency reduces such credit rating to a comparable rating), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B..

The Commitment. (a) You have requested that Wachovia Investments commit Subject to purchase the entire amount of the Notes upon the terms and subject conditions of this Agreement and provided no Default or Event of Default has occurred and is continuing, the Lender agrees, from time to time during the period from the date hereof to and including the Termination Date, to make Advances to the conditions set forth or referred to in this Commitment Letter and Borrowers, provided the exhibits hereto.sum of the total aggregate principal amount (b) Based on Advances shall be used by a Borrower solely for the foregoingpurpose of funding the acquisition of Eligible Mortgage Loans or Eligible Non-Conforming Mortgage Loans or for working capital purposes with respect to Advances against Investment Grade Securities, Wachovia Investmentsand none other, acting alone or through or with affiliates selected by itand shall be made at the request of such Borrower in the manner hereinafter provided in Section 2.2, against the pledge of such Mortgage Loans, Investment Grade Securities, and such other collateral as is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in Section 3.1 hereof as Collateral therefor. Advances shall also be subject to the Fee Letter following restrictions: (as defined below1) No Advance shall be made against Mortgage Loans that are not Eligible Mortgage Loans or Eligible Non-Conforming Mortgage Loans. (2) The aggregate amount of Advances outstanding at any one time against Delinquent "30 - 59" Loans shall not exceed five percent (5%) of the aggregate amount of all Advances outstanding at the time of any determination. (3) The aggregate amount of Advances outstanding at any one time against Delinquent "60 - 89" Loans shall not exceed two percent (2%) of the aggregate amount of all Advances outstanding at the time of any determination. (4) The aggregate amount of Advances against Second Mortgage Loans outstanding at any one time shall not exceed five percent (5%) of the aggregate amount of all Advances outstanding at the time of any determination. (5) The aggregate amount of Advances against Investment Grade Securities outstanding at any one time shall not exceed FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) and in the Funding Conditions attached hereto as Exhibit C of this amount, no more than FIVE MILLION AND NO/100 DOLLARS (the “Commitment”), pursuant to (i$5,000,000.00) a purchase agreement (the “Note Purchase Agreement”) which shall be substantially identical, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”), and (ii) an indenture (the “Indenture”) which shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to outstanding at any one time against Investment Grade I- O Strip Securities. (6) The aggregate amount of Advances against Aged Mortgage Loans outstanding at any one time shall not exceed twenty-five percent (25%) of the terms aggregate amount of Section 9 all Advances outstanding at the time of this Commitment Letterany determination. (c) It No Advance against an Eligible Mortgage Loan that is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given not a Second Mortgage Loan shall exceed an amount equal to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale 95% of the Notes unless you and we so agree. In additionCollateral Value of such Mortgage Loan, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject to: (i) there not having occurred any event, development or circumstance since June 30, 2007 (the date of the most recent unaudited financial statements delivered to the Arranger be determined as of the date hereof) that has caused or would reasonably be expected such Mortgage Loan is pledged to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.Lender.

The Commitment. (a) You have requested that Wachovia Investments commit Subject to purchase the entire amount of the Notes upon the terms and subject conditions of this Agreement and provided no Default or Event of Default has occurred and is continuing, the Lender agrees, from time to time during the period from the date hereof to and including the Termination Date, to make Advances to the conditions set forth or Company, provided the sum of the total aggregate principal amount outstanding at any one time of all such Advances shall not exceed TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00). The obligation of the Lender to make Advances hereunder up to such limit is hereinafter referred to in as the "Commitment." Within the Commitment, the Company may borrow, repay and reborrow. All Advances under this Commitment Letter Agreement shall constitute a single indebtedness, and all of the exhibits heretoCollateral shall be security for the Note and for the performance of all the Obligations of the Company to the Lender. (b) Based on Advances shall be used by the foregoingCompany solely for the purpose of funding the acquisition or origination of Eligible Mortgage Loans, Wachovia Investmentsas specified in the Advance Request and none other, acting alone or through or with affiliates selected by itand shall be made at the request of the Company in the manner hereinafter provided in Section 2.2, against the pledge of such Mortgage Loans and such other collateral as is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in Section 3.1 hereof as Collateral therefor. Advances shall also be subject to the Fee Letter following restrictions: (as defined below1) and in the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to (i) a purchase agreement (the “Note Purchase Agreement”) which No Advance shall be substantially identical, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as made against Mortgage Loans which are not Eligible Mortgage Loans. (2) The aggregate amount of September 16, 2005 Wet Settlement Advances outstanding at any one time shall not exceed TEN MILLION AND NO/100 DOLLARS (the “Existing 2015 Purchase Agreement”$10,000,000.00), and . (ii3) an indenture The aggregate amount of Subwarehouse Mortgage Loan Advances outstanding at any one time shall not exceed TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS (the “Indenture”$2,500,000.00). (4) which The aggregate amount of Aged Mortgage Loan Advances outstanding at any one time shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and not exceed ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) (5) The Bank aggregate amount of New York, as trustee, dated as of September 21, 2005 Second Mortgage Loan Advances outstanding at any one time shall not exceed Seven million Dollars (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”$7,000,000). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment Letter. (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as No Advance shall exceed the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject to: (i) there not having occurred any event, development or circumstance since June 30, 2007 (the date of the most recent unaudited financial statements delivered following amounts applicable to the Arranger type of Collateral, determined as of the date hereof) that has caused or would reasonably be expected the Collateral is pledged to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.Lender.

The Commitment. In connection with the foregoing, The Northwestern -------------- Mutual Life Insurance Company for its Group Annuity Separate Account (athe "Standby Purchaser") You have requested that Wachovia Investments commit to purchase hereby advises you of its commitment (the entire amount of the Notes upon the terms and "Commitment"), subject to the conditions set forth herein: (a) to exercise any Rights distributed to it in respect of its Allowed Unsecured Claims in accordance with the Plan and not thereafter sold or referred transferred as permitted by Section 3 below to purchase units consisting of shares of Existing Arch Common Stock and Arch Warrants underlying such Rights, to the extent that the aggregate purchase price payable upon such exercise, as determined in this accordance with Schedule II to the Merger Agreement (the "Subscription Price"), does not exceed the Rights Exercise Commitment Letter and Amount of the exhibits Standby Purchaser as set forth in Annex I hereto.; ------- (b) Based on the foregoing, Wachovia Investments, acting alone or through or with affiliates selected by it, is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in the Fee Letter (as defined below) and in the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to if (i) a purchase agreement the Standby Purchaser sells or otherwise transfers any or all of (A) the “Note Purchase Agreement”Rights distributed to it in accordance with the Plan or (B) which shall be substantially identical, except as set forth on Exhibit B hereto, to the purchase agreement Unsecured Claims held by and among the Company and the initial purchasers party thereto dated it as of September 16the date hereof in respect of which Rights are to be distributed, 2005 (the “Existing 2015 Purchase Agreement”)in each case as permitted by Section 3 below, and (ii) an indenture (the “Indenture”) which shall be substantially identical, except as set forth on Exhibit A hereto, to Rights sold or transferred by the indenture Standby Purchaser or the Rights distributed in respect of Unsecured Claims held by and among the Company and The Bank of New York, as trustee, dated it as of September 21, 2005 (the “Existing 2015 Indenture” and, together with date hereof that are hereafter sold or transferred by the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted Standby Purchaser are not exercised prior to term loans pursuant to the terms of Section 9 of this Commitment Letter.the (c) It is agreed that Wachovia Securities, acting alone or through or if any Rights distributed in accordance with affiliates selected by it, will act as the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation Plan (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject to: (i) there not having occurred any event, development Rights distributed to the Standby Purchaser or circumstance since June 30, 2007 the other holders of Unsecured Claims listed on Annex I hereto (the date "Other Standby Purchasers") ------- and retained by them (which Rights are referred to in Section 1(a) above and Section 1(a) of each of the most recent unaudited financial statements delivered Other Standby Purchase Commitments (as defined in Section 13(a) below)) or (ii) subject to Section 3(b) below, Rights distributed in respect of Unsecured Claims held by the Arranger Standby Purchaser or the Other Standby Purchasers as of the date hereof) hereof that has caused are hereafter sold or would reasonably be expected to cause any material adverse change in or affecting the business, condition transferred by them (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or which Rights are referred to in Sections 1(b) and 3 hereof and Sections 1(b) and 3 of each of the Funding Conditions attached Other Standby Purchase Commitments)) remain unexercised upon the expiration thereof (at which time such Rights will be void and will no longer be exercisable), to purchase for cash (based on the Subscription Price payable upon exercise of such Rights) pro rata in accordance with and up to the Unexercised Rights Commitment Amount of the Standby Purchaser as set forth in Annex I hereto as Exhibit B.identical units consisting of shares of Existing Arch ------- Common Stock and Arch Warrants underlying such unexercised Rights.

The Commitment. (aA) You have requested that Wachovia Investments commit subject to purchase the entire amount of the Notes upon the terms and subject conditions hereinafter provided, including without limitation Sections 2.01(C), (D) and (E) below, Bank agrees to lend Borrower, from time to time during the period from the date hereof to and including the Commitment Termination Date, such sums (the "Revolving Loans") as Borrower may request in an aggregate principal amount not to exceed at any time outstanding the amount of $28,500,000, as such amount may be reduced pursuant to Section 2.01(C) hereof, (such amount being the "Commitment"). Within the limits of the Commitment and prior to the conditions set forth or referred Commitment Termination Date, Borrower may borrow, repay and reborrow pursuant to in this Commitment Letter and the exhibits heretoSection 2.01. (bB) Based Subject to the terms and conditions of this Agreement, Bank shall from time to time on or before the foregoingCommitment Termination Date, Wachovia Investments, acting alone or through or with affiliates selected by it, is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in the Fee Letter (as defined below) and in the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to (i) a upon Borrower's request, issue transactional, international letters of credit for the account of Borrower and relating to the purchase agreement (the “Note Purchase Agreement”) of Inventory, all of which shall be substantially identical, except as set forth on Exhibit B hereto, in form and substance satisfactory to the purchase agreement by and among the Company and the initial purchasers party thereto dated as Bank ("Transactional Letters of September 16, 2005 (the “Existing 2015 Purchase Agreement”), Credit") and (ii) an indenture accept one or more drafts having a maximum maturity of sixty (60) days and drawn under Transactional Letters of Credit ("Acceptances"); provided, however, at no time shall the “Indenture”aggregate amount (x) which available to be drawn under Transactional Letters of Credit plus (y) of the principal amount of outstanding Acceptances, exceed $1,000,000, nor shall the expiration date of any Transactional Letter of Credit extend more than ninety (90) days from its Date of Issuance. In the event Bank issues any Transactional Letters of Credit or creates any Acceptances, the amount available to Borrower under the Commitment as Revolving Loans shall be substantially identical, except as set forth on Exhibit A hereto, reduced by the amount available to be drawn under Transactional Letters of Credit and/or the amount of the Acceptance. (C) Notwithstanding the foregoing to the indenture by and among contrary, if Charter Cargo Corporation shall not repay to ▇▇▇▇ Cargo on or before April 15, 1996 the Company and The Bank sum of New York, as trustee, $8,000,000 due to ▇▇▇▇ Cargo pursuant to the Agreement dated as of September 21April 15, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement1994 between ▇▇▇▇ Cargo and Charter Cargo Corporation, the Existing 2015 Notes Commitment shall automatically, irrevocably, and other related documentationwithout notice, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment Letter. (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject to: (i) there not having occurred any event, development or circumstance since June 30, 2007 (the date of the most recent unaudited financial statements delivered to the Arranger as of the date hereof) that has caused or would reasonably April 15, 1996, be expected reduced to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.$20,500,000.Immediately upon such

The Commitment. The Lender agrees, on the terms and conditions hereinafter set forth, to make available advances (each an “Advance”) to the Borrower from time to time on any Business Day during the period from the Availability Date until the relevant Commitment Termination Date (the “Commitment Period”) in an aggregate amount not to exceed at any time an aggregate principal amount of $401,000,000 in three (3) Tranches as follows: (a) You have requested that Wachovia Investments commit Up to purchase the entire principal amount of $236,000,000 (“Tranche A”), in one Advance; such Advance to be applied by the Notes upon Borrower, together with the terms and subject proceeds of the IPO, to assist the conditions set forth or referred Initial Guarantors to in this Commitment Letter and finance up to 100% of the exhibits hereto.purchase price of the Initial Vessels; (b) Based on the foregoing, Wachovia Investments, acting alone or through or with affiliates selected by it, is pleased Up to confirm to you its commitment to purchase the Notes on the an aggregate principal terms set forth herein, in the Fee Letter amount of $15,000,000 (as defined below) and in the Funding Conditions attached hereto as Exhibit C (the “CommitmentTranche B”), pursuant to (i) a purchase agreement (the “Note Purchase Agreement”) which shall be substantially identicalin one or more Advances, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”), and (ii) an indenture (the “Indenture”) which shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” for working capital purposes; and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment Letter. (c) It is agreed that Wachovia SecuritiesUp to an aggregate principal amount of $150,000,000 (“Tranche C”), acting alone in one or through more Advances, whereof each such Advance shall be applied by the Borrower to assist a Guarantor to finance all or a portion of the purchase price of an Additional Vessel under the relevant Memorandum of Agreement, and shall be an amount which, together with affiliates selected by itall other Advances of the Commitment then outstanding, will act as shall not exceed sixty-five percent (65%) of the sole book-runner aggregate amount of the Fair Market Values of all Vessels which would be subject to a Mortgage immediately after the making of such Advance (determined on the basis of the most recent valuation for each Vessel delivered pursuant to Section 3.03(c)(iv)). Within the limits of the Commitment and sole lead arranger (acting in such rolesthe relevant Tranche of the Commitment, and of Section 2.02 hereof, the “Arranger”Borrower may borrow under Section 2.01(b) for the Notes. The Arranger will have the rights and authority customarily given (c), repay pursuant to financial institutions in such rolesSection 2.04 and reborrow under Section 2.01(b) and (c); provided however, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners reborrowing will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by permitted under Section 2.01(c) after the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale fifth anniversary of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject to: (i) there not having occurred any event, development or circumstance since June 30, 2007 (the date of the most recent unaudited financial statements delivered to the Arranger as drawdown of the date hereof) that has caused or would reasonably be expected to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.first Advance.

The Commitment. (a) You have requested that Wachovia Investments commit Subject to purchase the entire amount of the Notes upon the terms and subject conditions of this Agreement, including the conditions precedent set forth in Section 4.1 below, and provided no Default has occurred and is continuing, the Bank agrees, from time to time during the period from the date hereof to the conditions set forth expiration date as provided in Section 2.6 hereof, to make Advances to, or on behalf of, the Company solely for the purchase of Mortgage Loans in mortgage loan portfolio pools of less than $1,500,000, in the aggregate, at the time of purchase (and known between the parties individually as a “Flow Transaction” and collectively, as the “Flow Transactions”), provided the total aggregate principal amount which is outstanding at any one time of all such Advances shall not exceed Forty Million Dollars ($40,000,000.00) unless there is a written request by the Company and subsequent approval by an officer of the Bank to modify this amount. The obligation of the Bank to make Advances hereunder up to such limits or the amount to which such limit may be reduced pursuant to Section 2.7(b) hereof, is hereinafter referred to in this Commitment Letter as the “Commitment.” Within the Commitment, the Company may borrow, repay and the exhibits heretore-borrow. (b) Based on Advances shall be used by the foregoing, Wachovia Investments, acting alone Company solely for the purpose of funding or through or with affiliates selected by it, is pleased to confirm to you its commitment to financing the purchase of Flow Transaction Mortgage Loans and shall be made at the Notes on request of the principal terms set forth hereinCompany, in the Fee Letter (as defined below) manner hereinafter provided in Section 2.2., secured by the assignment and in the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant pledge of such Mortgage Loans to (i) a purchase agreement (the “Note Purchase Agreement”) which shall be substantially identical, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”), and (ii) an indenture (the “Indenture”) which shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment LetterBank. (c) It is Unless otherwise agreed that Wachovia Securitiesto by Bank at its sole discretion, acting alone or through or with affiliates selected by it, will act as the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) no Advance for the Notes. The Arranger will have purchase of a Mortgage Loan shall exceed (100%) of the rights purchase price, inclusive of the transaction fee payable to Bank and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated all out of pocket costs incurred by the terms hereof or Company for the Fee Letter referred to below) will be paid in connection with the sale acquisition of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described thereinsuch Mortgage Loan. (d) The commitments and agreements Notwithstanding anything to the contrary herein, Advances may be obtained by the Company for the purpose of repurchasing Mortgage Loans that were sold by the Company to an Investor, provided, however, an Advance for such purpose shall be limited to 98% of the Wachovia Parties described herein are subject to: then unpaid principal balance of the to be repurchased Mortgage Loan, and such Advances shall be repaid not later than the later of (i) there not having occurred any event, development or circumstance since June 30, 2007 sixty (60) days from the date of the most recent unaudited financial statements delivered to the Arranger as of the date hereof) that has caused such Advance, or would reasonably be expected to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior at the time of and included with the next refinancing of Advances through a term loan issued under and pursuant to the Closing Date, Senior Debt Facility provided such repurchased Mortgage Loan qualifies for refinancing into the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.Senior Debt Facility.

The Commitment. (a) You have requested that Wachovia Investments commit Subject to purchase the entire amount of the Notes upon the terms and subject conditions of this Agreement and provided no Default has occurred and is continuing, the Lender agrees, from time to time during the period from the date hereof to the conditions set forth expiration date (unless such period is earlier determined pursuant hereto) make Advances to the Company, provided the total aggregate principal amount which is outstanding at any one time of all such Advances shall not exceed Fifteen Million Dollars ($15,000,000). The obligation of the Lender to make Advances hereunder up to such limit or the amount to which such limit may be reduced pursuant to Section ------- 2.7(b) hereof, is hereinafter referred to in this Commitment Letter as the "Commitment". Within the ------ Commitment, the Company may borrow, repay and the exhibits heretoreborrow. (b) Based on Advances shall be used by the foregoing, Wachovia Investments, acting alone or through or with affiliates selected by it, is pleased to confirm to you its commitment to Company solely for the purpose of funding the origination and/or purchase of Mortgage Loans and shall be made at the Notes on request of the principal terms set forth hereinCompany, in the Fee Letter (as defined below) and manner hereinafter provided in Section 2.2, ----------- against the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to (i) a purchase agreement (the “Note Purchase Agreement”) which pledge of such Mortgage Loans. No Advance shall be substantially identical, except as set forth on Exhibit B hereto, made against any Mortgage Loan which is not covered by a Purchase Commitment. Such Purchase Commitment shall include a direction by the Company to the Investor of such Mortgage Loan to pay the purchase agreement by and among the Company and the initial purchasers party thereto dated as price of September 16, 2005 (the “Existing 2015 Purchase Agreement”), and (ii) an indenture (the “Indenture”) which shall be substantially identical, except as set forth on Exhibit A hereto, such Mortgage Loan to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment LetterLender. (c) It Each Advance shall cover only one Mortgage Loan. No Advance shall exceed the Collateral Value of the related Mortgage Loan for which the Advance is agreed that Wachovia Securitiesmade, acting alone or through or with affiliates selected unless such excess is collateralized by it, will act as the sole book-runner cash in a restricted cash and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection collateral account with the sale of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described thereinLender. (d) The commitments and agreements aggregate amount of the Wachovia Parties described herein are subject to: (i) there not having occurred all outstanding Advances funded through Wet Settlements shall not, at any eventtime, development or circumstance since June 30, 2007 (the date of the most recent unaudited financial statements delivered to the Arranger as of the date hereof) that has caused or would reasonably be expected to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.exceed $3,000,000.

The Commitment. (a) You have requested that Wachovia Investments commit Subject to purchase the entire amount of the Notes upon the terms and subject conditions of this Agreement and provided no Default or Event of Default has occurred and is continuing, the Lender agrees, from time to time during the period from the date hereof to and including the Termination Date, to make Advances to the conditions set forth or referred to in this Commitment Letter and Borrowers, provided the exhibits hereto.sum of the total aggregate principal amount (b) Based on Advances shall be used by a Borrower solely for the foregoingpurpose of funding the acquisition of Eligible Mortgage Loans or Eligible Non-Conforming Mortgage Loans or for working capital purposes with respect to Advances against Investment Grade Securities, Wachovia Investmentsand none other, acting alone or through or with affiliates selected by itand shall be made at the request of such Borrower in the manner hereinafter provided in Section 2.2, against the pledge of such Mortgage Loans, Investment Grade Securities, and such other collateral as is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in Section 3.1 hereof as Collateral therefor. Advances shall also be subject to the Fee Letter following restrictions: (as defined below1) No Advance shall be made against Mortgage Loans that are not Eligible Mortgage Loans or Eligible Non-Conforming Mortgage Loans. (2) The aggregate amount of Advances outstanding at any one time against Delinquent "30 - 59" Loans shall not exceed five percent (5%) of the aggregate amount of all Advances outstanding at the time of any determination. (3) The aggregate amount of Advances outstanding at any one time against Delinquent "60 - 89" Loans shall not exceed two percent (2%) of the aggregate amount of all Advances outstanding at the time of any determination. (4) The aggregate amount of Advances against Second Mortgage Loans outstanding at any one time shall not exceed five percent (5%) of the aggregate amount of all Advances outstanding at the time of any determination. (5) The aggregate amount of Advances against Investment Grade Securities outstanding at any one time shall not exceed FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) and in the Funding Conditions attached hereto as Exhibit C of this amount, no more than FIVE MILLION AND NO/100 DOLLARS (the “Commitment”), pursuant to (i$5,000,000.00) a purchase agreement (the “Note Purchase Agreement”) which shall be substantially identical, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”), and (ii) an indenture (the “Indenture”) which shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to outstanding at any one time against Investment Grade I-O Strip Securities. (6) The aggregate amount of Advances against Aged Mortgage Loans outstanding at any one time shall not exceed twenty-five percent (25%) of the terms aggregate amount of Section 9 all Advances outstanding at the time of this Commitment Letterany determination. (c) It No Advance against an Eligible Mortgage Loan that is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given not a Second Mortgage Loan shall exceed an amount equal to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale 95% of the Notes unless you and we so agree. In additionCollateral Value of such Mortgage Loan, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject to: (i) there not having occurred any event, development or circumstance since June 30, 2007 (the date of the most recent unaudited financial statements delivered to the Arranger be determined as of the date hereof) that has caused or would reasonably be expected such Mortgage Loan is pledged to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.Lender.

The Commitment. (a) You have requested that Wachovia Investments commit Subject to purchase the entire amount of the Notes upon the terms and subject conditions of this Agreement and provided no Default or Event of Default has occurred and is continuing, each Lender severally and not jointly agrees, from time to time during the period from the date hereof to and including the Termination Date, to make Advances to the conditions set forth or referred to in Company, provided, however, that (1) the sum of the total aggregate principal amount outstanding at any one time of all such Advances shall not exceed the Aggregate Commitment Amount, and (2) no Lender’s portion of the Advances shall exceed such Lender’s Commitment Amount. Within the Commitment, the Company may borrow, repay and reborrow. All Advances under this Commitment Letter Agreement shall constitute a single indebtedness, and all of the exhibits heretoCollateral shall be security for the Notes and for the performance of all the Obligations of the Company. (b) Based on Advances shall be used by the foregoingCompany solely for the purpose of funding the acquisition or origination of Eligible Mortgage Loans, Wachovia Investmentsas specified in the Advance Request, acting alone or through or with affiliates selected by itand none other, and shall be made at the request of the Company in the manner hereinafter provided in Section 2.2, against the pledge of such Mortgage Loans, and such other collateral as is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in Section 3.1 hereof as Collateral therefor. Advances shall also be subject to the Fee Letter following restrictions: (as defined below1) and in No Advance shall be made against Mortgage Loans which are not Eligible Mortgage Loans. (2) The aggregate amount of Wet Settlement Advances outstanding at any one time shall not exceed the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to lesser of (i) a purchase agreement TWENTY-FOUR MILLION AND NO/100 DOLLARS (the “Note Purchase Agreement”$24,000,000.00) which shall be substantially identical, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”), and or (ii) an indenture forty-three percent (43%) of the “Indenture”Aggregate Commitment Amount. (3) which The aggregate amount of Advances against Aged Mortgage Loans outstanding at any one time shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and not exceed ONE MILLION AND NO/100 DOLLARS ($1,000,000.00). (4) The Bank aggregate amount of New York, as trustee, dated as Advances against HELOC Mortgage Loans outstanding at any one time shall not exceed TWO MILLION AND NO/100 DOLLARS ($2,000,000.00). (5) The aggregate amount of September 21, 2005 Advances against Repurchased Mortgage Loans outstanding at any one time shall not exceed FIVE HUNDRED THOUSAND AND NO/100 DOLLARS (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”$500,000.00). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment Letter. (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as No Advance against an Eligible Mortgage Loan shall exceed the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject to: following amounts: (i) there with respect to a Credit “A” Mortgage Loan that is not having occurred any eventa Wamu Mortgage Loan, development or circumstance since June 30, 2007 an amount equal to ninety-eight percent (the date 98%) of the most recent unaudited financial statements delivered to the Arranger Collateral Value of such Mortgage Loan determined as of the date hereof) that has caused or would reasonably be expected is pledged to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; Agent; (ii) not less than 14 consecutive days prior with respect to a Wamu Mortgage Loan, an amount equal to one hundred percent (100%) of the Collateral Value of such Mortgage Loan determined as of the date it is pledged to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the NotesAgent; and (iii) with respect to a HELOC Mortgage Loan, an amount equal to ninety-six percent (96%) of the other conditions set forth below or referred Collateral Value of such Mortgage Loan determined as of the date it is pledged to in the Funding Conditions attached hereto Agent; and (iv) with respect to a Repurchased Mortgage Loan, an amount equal to eighty percent (80%) of the Collateral Value of such Mortgage Loan determined as Exhibit B.of the date it is pledged to the Agent.

The Commitment. (a) You have requested that Wachovia Investments commit Parent shall give written notice to purchase the entire amount Investors at such time as all conditions precedent to the obligations of the Notes upon Company and Parent to consummate the terms and Closing as set forth in Article VIII of the Merger Agreement have been satisfied or waived by the party entitled to waive such conditions (other than any conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing) and such notice shall include the expected date of the Closing, which shall be no earlier than the fifteenth (15th) business day following the date of such notice, and each Investor’s Investor Contribution Amount and Investor Loan Amount. Each Investor, severally and not jointly, irrevocably promises and agrees that within fifteen (15) business days after receipt of such notice it shall: (i) make a deposit in immediately available funds: (A) to an account in the name of the Parent at a bank designated by Parent no later than one (1) business day prior to the Closing Date in an amount (with respect to each Investor, such Investor’s “Investor Contribution Amount,” which includes its Initial Contribution Amount) equal to (I) the product of (x) the aggregate contribution amount in U.S. dollars, to be determined by Macquarie Securities (USA) Inc. in its reasonable discretion (the “Aggregate Contribution Amount”) and (y) such Investor’s percentage ownership interest in Parent as set forth on Exhibit C attached hereto (with respect to each Investor, such Investor’s “Investor Equity Percentage”) minus (II) any cash amounts previously contributed by such Investor to Parent and/or Escrow Agent (as defined in Section 2(c) below) and any amounts drawn under Letter(s) of Credit (as defined in Section 2(b) below) issued to Parent and/or Escrow Agent, in each case pursuant to Section 2(b) below; plus (B) to an account in the name of Intermediate Holdings at a bank designated by Intermediate Holdings no later than one (1) business day prior to the Closing Date in an amount (with respect to each Investor, such Investor’s “Investor Loan Amount”) equal to (I) the product of (x) the aggregate loan amount in U.S. dollars, to be determined by Macquarie Securities (USA) Inc. in its reasonable discretion (the “Aggregate Loan Amount”) and (y) such Investor’s percentage loan amount to Intermediate Holdings as set forth on Exhibit C attached hereto; and (ii) upon such deposit, provide written notice to Parent reaffirming its ability and willingness to fund its Investor Contribution Amount and its Investor Loan Amount at Closing and evidence of its deposits. At Closing, each Investor, severally and not jointly, shall (i) contribute to Parent its Investor Contribution Amount (in cash and/or Purchased Shares, as discussed below), and such amounts shall be treated in full as an equity contribution to Parent, with each Investor’s ownership interest in Parent represented by certificated limited liability company interests (“Class A Interests”) and Investors being issued one Class A Interest for each US $20,000 contributed in cash, and a proportionate fraction of a Unit for amounts less than US $20,000 and (ii) loan to Intermediate Holdings its Investor Loan Amount and such Investor Loan Amount shall be treated in full as a loan to Intermediate Holdings, with each Investor’s loan to Intermediate Holdings represented by a promissory note in a form to be mutually agreed upon by the parties prior to the Closing. Each SPA Investor shall contribute, or referred cause to be contributed, the Purchased Shares to Parent in this Commitment Letter and satisfaction of a portion of its Investor Contribution Amount equal to the exhibits heretonumber of such Investor’s Purchased Shares multiplied by the Merger Consideration. The contribution of the Purchased Shares to Parent, taken together with the contribution of each Investor of the cash portion of the Investor Contribution Amount, is intended to be treated as a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended. (b) Based on Each Investor, severally and not jointly, irrevocably promises and agrees that it shall reimburse Parent for its portion of certain expenses and fund its portion of the foregoing, Wachovia Investments, acting alone or through or with affiliates selected by it, is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in the Fee Letter Default Amount (as defined below) and and, in furtherance thereof, shall make or cause to be made an advance payment to Parent, as of the Funding Conditions attached hereto as Exhibit C date hereof, in immediately available funds in an amount (with respect to each Investor, such Investor’s “Initial Contribution Amount”) equal to the sum of (I) the product of (A) US $130 million (the “CommitmentDefault Amount”)) multiplied by (B) such Investor’s Investor Equity Percentage (for each Investor, pursuant the “Investor Default Amount”) plus (II) the product of (X) US $37.5 million (the “Expense Amount”) multiplied by (Y) such Investor’s Investor Equity Percentage. An amount equal to $1,000 multiplied by such Investor’s Investor Equity Percentage shall be deemed an equity contribution to Parent and the balance of such cash amounts shall be treated, until the Closing, as a pro-rata advancement of Parent expenses. At each Investor’s sole discretion, in lieu of all or a portion of its Initial Contribution Amount, such Investor may provide for the issuance of a letter or letters of credit in the form of Exhibit D (a “Letter of Credit”) of all or such portion of its Initial Contribution Amount that is reasonably acceptable to Parent from a U.S., Canadian or Australian bank or U.S. branch of a non-U.S. bank, which bank shall have a minimum rating of A- from Standard & Poor’s Ratings Services and A1 from M▇▇▇▇’▇ Investors Service, Inc. The Letter(s) of Credit must provide unconditionally for payment upon demand from time to time and (i) a purchase agreement (the “Note Purchase Agreement”) which shall must be substantially identical, except as set forth on Exhibit B hereto, in favor of Parent in an amount up to the purchase agreement by and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”), Expense Amount and (ii) must be in favor of Escrow Agent in an indenture amount up to the Default Amount in accordance with Section 2(c). Any Investor that so provides a Letter of Credit shall be entitled upon notice to Parent, Escrow Agent and the other Investors at any time to replace such Letter of Credit with other Letter(s) of Credit or a cash deposit to an account designated by Parent (in the case of its portion of the Expense Amount) or to the Escrow Account (in the case of its portion of the Default Amount). Any Investor that provides cash for its Initial Contribution Amount shall be entitled upon notice to Parent, Escrow Agent and the other Investors at any time to replace such cash deposit with a Letter of Credit in favor of Parent (in the case of its portion of the Expense Amount) or a Letter of Credit in favor of Escrow Agent (in the case of its portion of the Default Amount). No Investor will be entitled to replace such cash deposit or letter of credit with cash or letter of credit of a lesser amount, unless and to the extent that such Investor has funded Parent or Escrow Agent in amounts in excess of its Expense Amount or Default Amount, as applicable, in which case such Investor will be entitled to the return of cash or reduction in letter of credit, as necessary, to return to the Investor, or reduce its letter of credit, by the excess amount that was funded. Following termination of the Merger Agreement, if the Escrow Agent shall release any amounts in the Escrow Account (as defined in Section 2(c) below) to Parent, Parent shall, subject to any applicable provisions of the Delaware Limited Liability Company Act (the “IndentureLLC Act”), promptly return to the Investors their respective Initial Contribution Amounts, including any after-tax interest or other income earned by Parent in respect thereof, and/or consent to the termination of any Letter(s) which of Credit issued in respect thereof. Upon Closing, any after-tax interest or other income earned by Parent in respect of an Investor’s Initial Contribution Amount shall be substantially identical, except as set forth on Exhibit A hereto, returned to the indenture by and among Investor net of tax within forty-five (45) days after the Closing. If the Merger Agreement is not entered into with the Company on or before November 9, 2007, any amounts deposited in the Escrow Account shall be returned to the Investor who deposited such amounts, and any amounts deposited in Parent’s account in respect of the Expense Amount shall be returned to the Investor who deposited such amounts, less such Investor’s pro rata share of the fees and expenses of The Bank of New York, as trustee, dated as and any Letter(s) of September 21, 2005 (Credit shall be terminated after the “Existing 2015 Indenture” and, together with pro rata share of the Existing 2015 Purchase Agreement, the Existing 2015 Notes fees and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms expenses of Section 9 The Bank of this Commitment LetterNew York have been drawn upon. (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as Parent shall cause immediately prior to the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale execution of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered Merger Agreement a combination of an amount of cash or undrawn Letters of Credit equal to you a separate engagement letter dated the date hereof Default Amount to be deposited into an escrow account (the “Engagement LetterEscrow Account”) setting forth, among other things, at The Bank of New York (“Escrow Agent”) pursuant to an escrow agreement in the roles form attached hereto as Exhibit E (the “Escrow Agreement”). Any Letters of Wachovia Securities Credit so deposited must provide unconditionally for payment upon demand from time to time by Escrow Agent in connection accordance with certain transactions as described thereinthe Escrow Agreement. (d) The commitments and agreements If the Company has a claim against Parent and/or Merger Sub under the Merger Agreement (a “Claim”), upon receipt of notice of any such Claim from the Company or upon Parent’s knowledge that the Company is actively pursuing or threatening to pursue any such Claim, Parent shall give prompt notice of such Claim to each of the Wachovia Parties described herein Investors. If and to the extent (I) a court of competent jurisdiction (or other tribunal having jurisdiction) shall have rendered a final, non-appealable judgment in respect of the Company’s Claim or (II) Parent otherwise agrees in writing (which shall require the unanimous approval of the managers of the board of Parent) that an amount is due in respect of the Company’s Claim (each of (I) or (II), a “Liability”), Parent shall give written notice to the Investors that a Liability has been incurred and the amount of such Liability, and Parent shall promptly cause to be paid to the Company the amount of such Liability from amounts available in the Escrow Account. Each of Parent and the Investors expressly acknowledge and agree that no payment shall be made until a Liability has been established in accordance with this Section 2(d). (e) No Investor shall have any obligation to make the contribution to Parent or the loan to Intermediate Holdings required under Section 2(a) of this Agreement (i) unless and until all conditions precedent to the obligations of the Company and Parent to consummate the Closing as set forth in Article VIII of the Merger Agreement have been satisfied or waived by the party entitled to waive such conditions (other than any conditions that by their nature are to be satisfied at the Closing, but subject to:to the satisfaction or waiver of those conditions at the Closing); (ii) if Parent or Intermediate Holdings has materially breached its representations and warranties hereunder (which material breach is not curable within thirty (30) days from the day Parent is notified by any Investor of such breach); or (iii) to the extent the making of such contribution would cause such Investor’s aggregate contributions and loans under Section 2(a) and Section 2(b), as applicable, to exceed its Investor Commitment as set forth on Exhibit C (the “Investor Commitment Amount”), but only with respect to such portion that is in excess of such Investor’s Investor Commitment Amount. At Closing, Parent agrees that it will pay the amount required in respect of the Merger Consideration pursuant to the Merger Agreement only if it has funds to make such payment in its entirety and will not make any partial payment in respect thereof. Except as provided in Section 2(b) above, if any Investor (A) contributes its Investor Contribution Amount (or any portion of such amount) to Parent prior to the Closing or (b) loans its Investor Loan amount (or any portion of such amount) to or for the benefit of Intermediate Holdings prior to the Closing, Parent or Intermediate Holdings, as applicable, shall hold such amounts in trust for such Investor until immediately before the Closing and, if the Closing does not occur, Parent shall promptly return to such Investor, subject to the LLC Act, any amounts contributed and Intermediate Holdings shall promptly return to such Investor, subject to the Washington Business Corporation Act, any amounts loaned. (f) Each SPA Investor, severally and not jointly, agrees to indemnify and hold harmless Parent and Intermediate Holdings from and against all losses, claims, damages and expenses Parent or Intermediate Holdings may suffer or incur as a result of a SPA Investor’s breach of its obligations under the Stock Purchase Agreement; provided, however, that in no event shall an SPA Investor’s liability pursuant to this Section 2(f) exceed its Investor Commitment Amount. (g) Each of Parent, Intermediate Holdings and the Investors expressly acknowledges and agrees that (A) no liability pursuant to the Merger Agreement or this Agreement shall include any damages based on any theory of liability for any special, indirect, consequential (including lost profits) or punitive damages; (B) in no event shall the liability of Parent, Intermediate Holdings, Merger Sub or any Investor arising out of or relating to any material and willful breaches of the Merger Agreement and this Agreement exceed, in aggregate, the Default Amount, and (C) under no circumstances shall any Investor or advisor to Parent, Intermediate Holdings or Merger Sub have any liability arising out of or relating to any breaches in excess of the Default Amount. (h) If the Company gives notice of a Claim to Parent, Parent shall not return any Investor Default Amounts to Investors until such time as there are no remaining Claims. (i) there not having occurred any event, development or circumstance since June 30, 2007 Except as otherwise provided in the Limited Liability Company Agreement of Parent (the date of the most recent unaudited financial statements delivered to the Arranger as of the date hereof) that has caused or would reasonably be expected to cause any material adverse change in or affecting the business, condition (financial or otherwise“LLC Agreement”), results no Investor shall under any circumstances be required to (i) contribute to Parent any amount in excess of operations, assets its Investor Contribution Amount or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior loan to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used Intermediate Holdings any amount in connection with the offering excess of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.its Investor Loan Amount.

The Commitment. (a) You have requested that Wachovia Investments commit Subject to purchase the entire amount of the Notes upon the terms and subject conditions of this Agreement and provided no Default or Event of Default has occurred and is continuing, the Lender agrees from time to time during the period from the Closing Date to, but not including, the Maturity Date, to make Advances to the conditions set forth or Company, provided the total aggregate principal amount outstanding at any one time of all such Advances shall not exceed the Commitment Amount. The obligation of the Lender to make Advances hereunder up to the Commitment Amount is hereinafter referred to in as the "Commitment." Within the Commitment, the Company may borrow, repay and reborrow. Effective as of the date of this Commitment Letter Agreement, all outstanding loans made pursuant to the Existing Credit Agreement shall for all purposes be deemed to be Advances made under this Agreement. All previous Advances and new Advances under this Agreement shall constitute a single indebtedness, and all of the exhibits heretoCollateral shall be security for the Note and for the performance of all the Obligations. 2.1 (b) Based on b Advances shall be used by the foregoing, Wachovia Investments, acting alone Company solely for the purpose of funding the acquisition or through or with affiliates selected by it, is pleased to confirm to you its commitment to purchase origination of Eligible Loans and shall be made at the Notes on request of the principal terms set forth hereinCompany, in the Fee Letter (manner hereinafter provided in Section 2.2 hereof, against the pledge of such Eligible Loans as defined below) and in Collateral therefor. The limitations on the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to (i) a purchase agreement (the “Note Purchase Agreement”) which shall be substantially identical, except as use of Advances set forth on Exhibit B hereto, to the purchase agreement by M attached hereto and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”), and (ii) an indenture (the “Indenture”) which made a part hereof shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment Letter. (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale of the Notes unless you and we so agreeapplicable. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (following limitations on the “Engagement Letter”) setting forth, among other things, the roles use of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject toAdvances shall be applicable: (i1) there not having occurred No Advance, other than a Construction/Permanent Advance or an Unimproved Advance, shall be made against any event, development or circumstance since June 30, 2007 (Mortgage Loan which was closed more than 90 days prior to the date of the most recent unaudited financial statements delivered to the Arranger as requested Advance. (2) No Advance shall be made against a Mortgage Loan other than a Mortgage Loan secured by a Mortgage on real property located in one of the date hereof) that has caused or would reasonably be expected to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities states of the Company and its subsidiaries, taken as a whole;United States or the District of Columbia. (ii3) not less than 14 consecutive days No Advance shall be made against an Unimproved Mortgage Loan unless all payments which were due and payable under the related Unimproved Mortgage Loan on or prior to the Closing Datedate of such Advance have been made. (4) No Advance shall be made against an Unimproved Mortgage Loan secured by property intended for commercial development, if the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering Mortgage Note Amount exceeds 80% of the Notes; and (iii) fair market value of such property as determined by the other conditions set forth below or referred to Lender in the Funding Conditions attached hereto as Exhibit B.its reasonable judgement.

The Commitment. The Lender agrees, on the terms and conditions hereinafter set forth, to make available advances (each an “Advance”) to the Borrower from time to time on any Business Day during the period from the Availability Date until the Commitment Termination Date (the “Commitment Period”) in an aggregate amount not to exceed at any time an aggregate principal amount of $330,000,000 in three (3) Tranches as follows: (a) You have requested that Wachovia Investments commit Up to purchase the entire an aggregate principal amount of the Notes upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and the exhibits hereto. $150,000,000 (b) Based on the foregoing, Wachovia Investments, acting alone or through or with affiliates selected by it, is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in the Fee Letter (as defined below) and in the Funding Conditions attached hereto as Exhibit C (the “CommitmentTranche A”), pursuant in up to four (i4) a purchase agreement (the “Note Purchase Agreement”) which shall be substantially identicalAdvances, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”), and (ii) an indenture (the “Indenture”) which shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment Letter. (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject towhereof: (i) there not having occurred any event, development or circumstance since June 30, 2007 the first Advance shall be in an amount up to $60,000,000 ($90,000,000 if the vessel SEA BEAUTY (to be renamed PEREGRINE) shall have been acquired by Peregrine Shipping LLC prior to the date of the most recent unaudited financial statements delivered first Advance), and shall be applied by the Borrower, together with the proceeds of the IPO, to assist the Initial Guarantors fully to repay indebtedness under the Existing Credit Agreement in relation to the Arranger Delivered Vessels; and (ii) each additional Advance shall be applied by the Borrower to assist the relevant Initial Guarantor to finance up to 100% of the purchase price of the relevant Remaining Vessel under the relevant Memorandum of Agreement; (b) Up to an aggregate principal amount of $10,000,000 (“Tranche B”), in one or more Advances for working capital purposes; provided, however, no Advance of Tranche B shall be made on or after the Tranche B Repayment Date; and (c) The balance of the Commitment, after deducting the aggregate principal amount of all Advances of Tranche A or Tranche B outstanding as of the date hereof) that has caused or would reasonably be expected to cause of any material adverse change in or affecting the businessNotice of Drawdown (such balance as of any relevant date, condition (financial or otherwise“Tranche C”), results of operationsin one or more Advances, assets or liabilities whereof each such Advance shall be applied by the Borrower to assist a Guarantor to finance a portion of the Company purchase price of an Additional Vessel under the relevant Memorandum of Agreement, and its subsidiariesshall be an amount which, taken as together with all other Advances of the Commitment then outstanding, shall not exceed sixty percent (60%) of the aggregate amount of the Fair Market Values of all Vessels which would be subject to a whole; Mortgage immediately after the making of such Advance (ii) not less than 14 consecutive days prior determined on the basis of the most recent valuation for each Vessel delivered pursuant to Section 3.03(c)(iv)). Within the Closing Datelimits of the Commitment and each Tranche of the Commitment, and of Section 2.02 hereof, the Company will have provided Borrower may borrow under this Section 2.01, repay pursuant to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.Section 2.04 and reborrow under this Section 2.01.

The Commitment. (a) You have requested that Wachovia Investments ▇▇▇▇▇▇ Brothers commit to purchase from or place for the entire amount Company, for a purchase price not to exceed $700,000,000 less the net proceeds of any offering of Permanent Securities (as defined in the Fee Letter related to the Equity Securities (the “Fee Letter”)) sold by the Company (the “Purchase Price”), a number of shares of common stock of the Notes upon Company, no par value per share (the terms and subject to the conditions “Common Stock”), determined as set forth or referred to in this Commitment Letter and on Exhibit A hereto (such number of shares of Common Stock, the exhibits hereto“Equity Securities”). (b) Based on the foregoing, Wachovia Investments, acting alone or through or with affiliates selected by it, ▇▇▇▇▇▇ Brothers is pleased to confirm to you by this Commitment Letter its commitment to purchase the Notes on the principal terms set forth herein, in the Fee Letter (as defined below) and in the Funding Conditions attached hereto as Exhibit C you (the “Commitment”) to purchase the Equity Securities pursuant to an underwriting agreement with the Company, or, if requested by ▇▇▇▇▇▇ Brothers, a purchase agreement and registration rights agreement with the Company, each in a form reasonably satisfactory to ▇▇▇▇▇▇ Brothers (the “Equity Securities Documentation”), pursuant to provided that (i) a the closing date for such purchase agreement (the “Note Purchase AgreementClosing Date”) which shall be substantially identical, except occurs on or before the record date for the Reorganized Debtor Spin-Off (as set forth on Exhibit B hereto, to defined in the purchase agreement by and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”Plan), and (ii) an indenture the Company notifies ▇▇▇▇▇▇ Brothers in writing of its intent to sell some or all of the Equity Securities to ▇▇▇▇▇▇ Brothers at least ten (10) business days prior to the “Indenture”) Closing Date, which notice shall be substantially identicalirrevocable and specify the Purchase Price and the Closing Date and (iii) a shelf registration statement for the public sale by ▇▇▇▇▇▇ Brothers of the Equity Securities shall be effective at the time of such notice pursuant to clause (ii) above. Notwithstanding the foregoing, except as set forth on Exhibit A hereto, you understand that ▇▇▇▇▇▇ Brothers’ obligation to purchase the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant Equity Securities is expressly subject to the terms and conditions set forth herein and on Exhibit C hereto and will exist only upon the execution and delivery of Section 9 definitive documentation, including, without limitation, the underwriting agreement or purchase agreement, reasonably satisfactory to ▇▇▇▇▇▇ Brothers and its counsel, and the satisfaction of the terms, covenants and conditions contained therein. The Company shall only have one right to request ▇▇▇▇▇▇ Brothers to purchase Equity Securities pursuant to this Commitment Letter. (c) Pursuant to a letter agreement, amending and supplementing the Engagement Letter, dated as of November 30, 2001, as amended on June 13, 2002 (the “Engagement Letter”), between you and ▇▇▇▇▇▇ Brothers, as further consideration for the Commitment, you have engaged ▇▇▇▇▇▇ Brothers to act as a book-running underwriter, initial purchaser and/or book-running placement agent in connection with the sale of the Permanent Securities and the Equity Securities and in connection with certain other matters. (d) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected ▇▇▇▇▇▇ Brothers will have the titles and roles in respect of the Commitment and Permanent Financing as are specified in the Engagement Letter. ▇▇▇▇▇▇ Brothers will perform the duties and exercise the authority customarily performed and exercised by it, will act as the sole book-runner and sole lead arranger (acting it in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers agent, co-agent or book-runners book manager will be appointed, no other titles will be awarded and no compensation will be paid (other than that expressly contemplated by the terms hereof Engagement Letter or the Fee Letter referred Letter) unless you and ▇▇▇▇▇▇ Brothers shall so agree. (e) If at any time ▇▇▇▇▇▇ Brothers reasonably believes that it may become subject to belowregulation under the Public Utility Holding Company Act of 1935, as amended, or by the Federal Energy Regulatory Commission or by the California Public Utilities Commission as a result of its ownership of the Equity Securities, then, in the sole discretion of ▇▇▇▇▇▇ Brothers, either (i) ▇▇▇▇▇▇ Brothers will be paid agree to vote the Equity Securities in connection the same proportion as all other shares of Common Stock are voted, or (ii) the Company will deliver shares of convertible preferred stock (the “Preferred Stock”) of the Company with the terms set forth on Exhibit B on a one-for-one basis in place of shares of Common Stock. (f) The Company shall file with the Securities and Exchange Commission (the “SEC”) a Form 8-K relating to the sale of the Notes unless you and we so agree. In addition, Wachovia Equity Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles within 36 hours of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements receipt by ▇▇▇▇▇▇ Brothers of the Wachovia Parties notice described herein are subject to: (iin Section 1(b) there not having occurred any eventabove, development or circumstance since June 30or, 2007 (if the date of SEC is closed at such time, at such time as the most recent unaudited financial statements delivered SEC is open for business. The Company shall consult with ▇▇▇▇▇▇ Brothers as to the Arranger as form and content of the date hereof) that has caused or would reasonably be expected to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.such Form 8-K.

The Commitment. (a) You have requested that Wachovia Investments commit Subject to purchase the entire amount of the Notes upon the terms and subject conditions of this Agreement and provided no Default or Event of Default has occurred and is continuing, each Lender severally and not jointly agrees, from time to time during the period from the date hereof up to, but not including the Maturity Date, to make Advances to the conditions set forth or Borrower, provided, however, that (1) the sum of the total aggregate principal amount outstanding at any one time of all such Advances shall not exceed the Commitment, and (2) no Lender’s portion of the Advances shall exceed such Lender’s Commitment Amount. The aggregate amount of all Advances outstanding from time to time hereunder may hereinafter collectively be referred to in as the “Loan.” Within the Commitment, the Borrower may borrow, repay and reborrow. All Advances under this Commitment Letter Agreement shall constitute a single indebtedness, and all of the exhibits heretoCollateral shall be security for the Notes and for the performance of all the Obligations of the Borrower. (b) Based on Advances shall be used by the foregoingBorrower solely for the purpose of funding the origination of Eligible Loans as specified in the Advance Request, Wachovia Investmentsand none other, acting alone or through or with affiliates selected by itand shall be made at the request of the Borrower in the manner hereinafter provided in Section 2.2, against the pledge of such Mortgage Loans, and such other collateral as is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in the Fee Letter (Section 3.1 hereof as defined below) and in the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to (i) a purchase agreement (the “Note Purchase Agreement”) which shall be substantially identical, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”), and (ii) an indenture (the “Indenture”) which shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment LetterCollateral therefor. (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as In addition to the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly limitations set forth herein. You agree that no other arrangers in this Agreement, each Advance to fund an Eligible Loan shall be limited to the lesser of (x) the Mortgage Note Amount, or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by y) the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described thereinCommitted Purchase Price amount. (d) The commitments and agreements In the event at any time the outstanding principal balance of the Wachovia Parties described herein Loan should exceed the lesser of (x) the Commitment or (y) the aggregate Collateral Value of all Eligible Loans against which Advances are subject to:then outstanding, the Borrower shall repay such excess amount on demand to the Agent so that the outstanding principal balance of the Loan is in compliance with the terms and provisions hereof. (ie) there not having occurred The Lenders shall have no obligation to make any eventAdvances hereunder to fund the origination of ▇▇▇▇▇▇ Mae DUS Mortgage Loans, development Other ▇▇▇▇▇▇ ▇▇▇ Mortgage Loans or circumstance since June 30, 2007 ▇▇▇▇▇▇▇ Mac Loans if Standard & Poor’s reduces the credit rating of ▇▇▇▇▇▇ ▇▇▇ (the date of the most recent unaudited financial statements delivered with respect to the Arranger as of the date hereof▇▇▇▇▇▇ Mae DUS Mortgage Loans or Other ▇▇▇▇▇▇ ▇▇▇ Mortgage Loans) that has caused or would reasonably be expected ▇▇▇▇▇▇▇ Mac (with respect to cause any material adverse change in ▇▇▇▇▇▇▇ Mac Loans) to A or affecting the business, condition lower (financial or otherwiseanother Rating Agency reduces such credit rating to a comparable rating), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B..

The Commitment. (a) You Subject to the terms and conditions of this Agreement and provided no Default or Event of Default has occurred and is continuing, the Lender agrees, from time to time during the period from the date hereof to and including the Termination Date, to make Advances to the Company, provided the sum of the total aggregate principal amount outstanding at any one time of all such Advances plus the aggregate Purchase Prices of all Securities which have requested that Wachovia Investments commit not been repurchased by the Company under the Master Repurchase Agreement shall not exceed TEN MILLION AND NO/100 DOLLARS ($10,000,000.00). The obligation of the Lender to make Advances hereunder up to such limit is hereinafter referred to as the "Commitment." Within the Commitment, the Company may borrow, repay and reborrow. All Advances under this Agreement shall constitute a single indebtedness, and all of the Collateral shall be security for the Note and for the performance of all the Obligations of the Company to the Lender. Notwithstanding anything contained herein to the contrary or otherwise, each purchase of Securities by the entire Lender under the Master Repurchase Agreement will automatically reduce by the amount of the Notes upon purchase price for such Securities, dollar for dollar, the terms and subject principal amount available to be borrowed within the conditions set forth or referred to in this Commitment Letter and for so long as that purchase is outstanding under the exhibits heretoMaster Repurchase Agreement. (b) Based on Advances shall be used by the foregoingCompany solely for the purpose of funding the acquisition or origination of Eligible Mortgage Loans, Wachovia Investmentsas specified in the Advance Request and none other, acting alone or through or with affiliates selected by itand shall be made at the request of the Company in the manner hereinafter provided in Section 2.2, against the pledge of such Mortgage Loans and such other collateral as is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in Section 3.1 hereof as Collateral therefor. Advances shall also be subject to the Fee Letter following restrictions: (as defined below1) and in the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to (i) a purchase agreement (the “Note Purchase Agreement”) which No Advance shall be substantially identical, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as made against Mortgage Loans which are not Eligible Mortgage Loans. (2) The aggregate amount of September 16, 2005 Wet Settlement Advances outstanding at any one time shall not exceed [*]. (the “Existing 2015 Purchase Agreement”), and 3) The aggregate amount of Advances against Second Mortgage Loans outstanding at any one time shall not exceed [*]. (ii4) an indenture (the “Indenture”) which The aggregate amount of Advances against Aged Mortgage Loans outstanding at any one time shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment Letternot exceed [*]. (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given No Advance against an Eligible Mortgage Loan shall exceed an amount equal to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale [*] of the Notes unless you and we so agree. In additionCollateral, Wachovia Securities has delivered Value of such Mortgage Loan, to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject to: (i) there not having occurred any event, development or circumstance since June 30, 2007 (the date of the most recent unaudited financial statements delivered to the Arranger be determined as of the date hereof) that has caused or would reasonably be expected such Mortgage Loan is pledged to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.Lender.

The Commitment. (a) You have requested that Wachovia Investments commit Subject to purchase the entire amount of the Notes upon the terms and subject conditions of this Agreement and provided no Default or Event of Default has occurred and is continuing, each Lender severally and not jointly agrees, from time to time during the period from the date hereof up to, but not including the Maturity Date, to make Advances to the conditions set forth or Borrower, provided, however, that (1) the sum of the total aggregate principal amount outstanding at any one time of all such Advances shall not exceed the Commitment, and (2) no Lender's portion of the Advances shall exceed such Lender's Commitment Amount. The aggregate amount of all Advances outstanding from time to time hereunder may hereinafter collectively be referred to in as the "Loan." Within the Commitment, the Borrower may borrow, repay and reborrow. All Advances under this Commitment Letter Agreement shall constitute a single indebtedness, and all of the exhibits heretoCollateral shall be security for the Notes and for the performance of all the Obligations of the Borrower. (b) Based on Advances shall be used by the foregoingBorrower solely for the purpose of funding the origination of Eligible Loans as specified in the Advance Request, Wachovia Investmentsand none other, acting alone or through or with affiliates selected by itand shall be made at the request of the Borrower in the manner hereinafter provided in Section 2.2, against the pledge of such Mortgage Loans, and such other collateral as is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in the Fee Letter (Section 3.3 hereof as defined below) and in the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to (i) a purchase agreement (the “Note Purchase Agreement”) which shall be substantially identical, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”), and (ii) an indenture (the “Indenture”) which shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment LetterCollateral therefor. (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as In addition to the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly limitations set forth herein. You agree that no other arrangers in this Agreement, each Advance to fund an Eligible Loan shall be limited to the lesser of (x) the Mortgage Note Amount, or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by y) the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described thereinCommitted Purchase Price amount. (d) The commitments and agreements In the event at any time the outstanding principal balance of the Wachovia Parties described herein Loan should exceed the lesser of (x) the Commitment or (y) the aggregate Collateral Value of all Eligible Loans against which Advances are subject to: (i) there not having occurred any eventthen outstanding, development or circumstance since June 30, 2007 (the date Borrower shall repay such excess amount on demand to the Agent so that the outstanding principal balance of the most recent unaudited financial statements delivered to the Arranger as of the date hereof) that has caused or would reasonably be expected to cause any material adverse change Loan is in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection compliance with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.terms and provisions hereof.

The Commitment. (a) You have requested that Wachovia Investments commit to purchase the entire amount of the Notes upon On the terms and subject to the conditions set forth of this Agreement, and provided that (i) no Default or referred Event of Default has occurred and is continuing and (ii) the Lender has not elected pursuant to Section 2.6(a) hereof to cause the Debenture to be amortized, the Lender agrees to make a Loan to the Borrower in this Commitment Letter and the exhibits heretoaggregate principal amount of up to Three Million Dollars ($3,000,000), by disbursing the proceeds thereof as Debenture Advances from the Closing Date to but not including the Maturity Date. (b) Based on All Debenture Advances under this Agreement shall constitute the foregoingLoan, Wachovia Investmentsand all Collateral shall be security for the Loan and Debenture and for the performance of all of the Obligations, acting alone or through or with affiliates selected by it, is pleased subject to confirm to you its commitment to purchase the Notes on the principal terms priority of payment set forth herein, in Section 8.3 of the Fee Letter (as defined below) Warehouse Credit and in the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to (i) a purchase agreement (the “Note Purchase Agreement”) which shall be substantially identical, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as of September 16, 2005 (the “Existing 2015 Purchase Agreement”), and (ii) an indenture (the “Indenture”) which shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Term Loan Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of which Section 9 of this Commitment Letteris hereby incorporated by reference. (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will following limitations on Debenture Advances shall be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale of the Notes unless you and we so agree. In addition, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject toapplicable: (i) there not having occurred any eventNo Debenture Advance shall be made if, development or circumstance since June 30after giving effect thereto, 2007 (the date outstanding aggregate principal balance of all Debenture Advances would exceed the most recent unaudited financial statements delivered to the Arranger as of the date hereof) that has caused or would reasonably be expected to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole;Loan Amount. (ii) Each Debenture Advance (other than the initial Debenture Advance, which shall be made on the Closing Date) shall be made only on the first Business Day of a month, in an amount not less than 14 consecutive days prior $100,000, and in an amount not more than the amount which would cause the outstanding aggregate amount of all Debenture Advances on the date of such Debenture Advance to exceed the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions maximum amount set forth below or referred below: Maximum Principal Amount of Debenture Period (Dates Inclusive) Advances Outstanding ------------------------ -------------------- Closing Date to in the Funding Conditions attached hereto as Exhibit B.April 30, 1999 $1,500,000 May 1, 1999 to Business Day immediately preceding Maturity Date $3,000,000

The Commitment. (a) You Subject to the terms and conditions of this Agreement and provided no Default or Event of Default has occurred and is continuing, the Lender agrees, from time to time during the period from the date hereof to and including the Termination Date, to make Advances to the Company, provided the sum of the total aggregate principal amount outstanding at any one time of all such Advances plus the aggregate Purchase Prices of all Securities which have requested that Wachovia Investments commit not been repurchased by the Company under the Master Repurchase Agreement shall not exceed FORTY MILLION AND NO/100 DOLLARS ($40,000,000.00). The obligation of the Lender to make Advances hereunder up to such limit is hereinafter referred to as the "Commitment." Within the Commitment, the Company may borrow, repay and reborrow. All Advances under this Agreement shall constitute a single indebtedness, and all of the Collateral shall be security for the Note and for the performance of all the Obligations of the Company to the Lender. Notwithstanding anything contained herein to the contrary or otherwise, each purchase of Securities by the entire Lender under the Master Repurchase Agreement will automatically reduce by the amount of the Notes upon purchase price for such Securities, dollar for dollar, the terms and subject principal amount available to be borrowed within the conditions set forth or referred to in this Commitment Letter and for so long as that purchase is outstanding under the exhibits heretoMaster Repurchase Agreement. (b) Based on Advances shall be used by the foregoingCompany solely for the purpose of funding the acquisition or origination of Mortgage Loans, Wachovia Investmentsas specified in the Advance Request and none other, acting alone or through or with affiliates selected by itand shall be made at the request of the Company in the manner hereinafter provided in Section 2.2, against the pledge of such Mortgage Loans and such other collateral as is pleased to confirm to you its commitment to purchase the Notes on the principal terms set forth herein, in Section 3.1 hereof as Collateral therefor. Advances shall also be subject to the Fee Letter following restrictions: (as defined below1) and in the Funding Conditions attached hereto as Exhibit C (the “Commitment”), pursuant to (i) a purchase agreement (the “Note Purchase Agreement”) which No Advance shall be substantially identical, except as set forth on Exhibit B hereto, to the purchase agreement by and among the Company and the initial purchasers party thereto dated as made against Mortgage Loans which are not Eligible Mortgage Loans. (2) The aggregate amount of September 16, 2005 Wet Settlement Advances outstanding at any one time shall not exceed FOUR MILLION AND NO/100 DOLLARS (the “Existing 2015 Purchase Agreement”$4,000,000.00), and . (ii3) an indenture The aggregate amount of Advances against Second Mortgage Loans outstanding at any one time shall not exceed FOUR MILLION AND NO/100 DOLLARS (the “Indenture”$4,000,000.00). (4) which The aggregate amount of Advances against Aged Mortgage Loans outstanding at any one time shall be substantially identical, except as set forth on Exhibit A hereto, to the indenture by and among the Company and The Bank of New York, as trustee, dated as of September 21, 2005 not exceed FOUR MILLION AND NO/100 DOLLARS (the “Existing 2015 Indenture” and, together with the Existing 2015 Purchase Agreement, the Existing 2015 Notes and other related documentation, the “Existing 2015 Note Documentation”$4,000,000.00). Without limiting the Commitment, the Notes may be converted to term loans pursuant to the terms of Section 9 of this Commitment Letter. (c) It is agreed that Wachovia Securities, acting alone or through or with affiliates selected by it, will act as the sole book-runner and sole lead arranger (acting in such roles, the “Arranger”) for the Notes. The Arranger will have the rights and authority customarily given No Advance against a Mortgage Loan shall exceed an amount equal to financial institutions in such roles, but the Wachovia Parties will have no duties other than those expressly set forth herein. You agree that no other arrangers or book-runners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms hereof or the Fee Letter referred to below) will be paid in connection with the sale 99% of the Notes unless you and we so agree. In additionCollateral Value of such Mortgage Loan, Wachovia Securities has delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth, among other things, the roles of Wachovia Securities in connection with certain transactions as described therein. (d) The commitments and agreements of the Wachovia Parties described herein are subject to: (i) there not having occurred any event, development or circumstance since June 30, 2007 (the date of the most recent unaudited financial statements delivered to the Arranger be determined as of the date hereof) that has caused or would reasonably be expected such Mortgage Loan is pledged to cause any material adverse change in or affecting the business, condition (financial or otherwise), results of operations, assets or liabilities of the Company and its subsidiaries, taken as a whole; (ii) not less than 14 consecutive days prior to the Closing Date, the Company will have provided to the Arranger an offering memorandum including information customary for high yield offering memoranda to be used in connection with the offering of the Notes; and (iii) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.Lender.