Common use of The Commitment Clause in Contracts

The Commitment. (a) Subject to and upon the terms and conditions set forth herein, the Bank agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, at the request of a Borrower, to make Loans (each a "Loan" and, collectively, the "Loans") to such Borrower, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total of the base Commitments shall not exceed the lesser of the Commitment and, for any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice to the Bank from the Investment Advisor on behalf of the Borrowers.

The Commitment. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement and provided no Default or Event of Default has occurred and is continuing, the Bank Lender agrees, at any time and from time to time on during the period from the date hereof to and after including the Effective Date and prior Termination Date, to make Advances to the Expiry DateCompany, 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 not been repurchased by the Company under the Master Repurchase Agreement shall not exceed SIXTY MILLION DOLLARS ($60,000,000.00). 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 Lender under the Master Repurchase Agreement will automatically reduce by the amount of the purchase price for such Securities, dollar for dollar, the principal amount available to be borrowed within the Commitment for so long as that purchase is outstanding under the Master Repurchase Agreement. (b) Advances shall be used by the Company solely for the purpose of funding the acquisition or origination of Mortgage Loans, as specified in the Advance Request and none other, and shall be made at the request of a Borrowerthe Company in the manner hereinafter provided in Section 2.2, to make Loans (each a "Loan" and, collectively, against the "Loans") to such Borrower, which Loans (i) shall, at the option pledge of such Borrower, Mortgage Loans and such other collateral as is set forth in Section 3.1 hereof as Collateral therefor. Advances shall also be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising subject to the same Borrowing following restrictions: (1) No Advance shall be made against a Mortgage Loan which is not an Eligible Mortgage Loan. (2) The aggregate amount of Wet Settlement Advances outstanding at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) any one time shall not exceed for Fifteen Million and No/100 Dollars ($15,000,000.00). (4) The aggregate amount of Advances outstanding at any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all one time against High LTV Mortgage Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total of the base Commitments shall not exceed the lesser Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00). (c) No Advance against a Mortgage Loan shall exceed an amount equal to 99% of the Commitment and, for any particular Borrower, Collateral Value of such Borrower's Borrowing Base. Any revisions Mortgage Loan to the Base Commitment shall become effective upon written notice to the Bank from the Investment Advisor on behalf be determined as of the Borrowersdate such Mortgage Loan is pledged to Lender.

The Commitment. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement and provided no Default or Event of Default has occurred and is continuing, the Bank agrees, at any time and Lender agrees from time to time on and after during the Effective Date and prior period from the Closing Date, to, but not including, the Maturity Date, to make Advances to the Expiry DateCompany, 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 as the "Commitment." Within the Commitment, the Company may borrow, repay and reborrow. Effective as of the date of this Agreement, all outstanding loans made pursuant to the Existing Agreement shall for all purposes be deemed to be Advances made under this Agreement. 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. (b) Advances shall be used by the Company solely for the purpose of funding the acquisition or origination of Mortgage Loans and shall be made at the request of a Borrowerthe Company, to make Loans (each a "Loan" andin the manner hereinafter provided in Section 2.2 hereof, collectively, against the "Loans") to such Borrower, which Loans (i) shall, at the option pledge of such Borrower, Mortgage Loans as Collateral therefor. The following limitations on the use of Advances shall be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising applicable: (1) No Advance shall be made against a Mortgage Loan other than a Single Family Mortgage Loan. (2) No Advance other than an Uncommitted Advance shall be made against a Mortgage Loan which is not covered by a Purchase Commitment. (3) No Wet Settlement Advance shall be made against a Title I Mortgage Loan. (4) No Advance shall be made against any Mortgage Loan which was closed more than ninety (90) days prior to the same Borrowing shall at all times be date of the same Type, requested Advance. (ii5) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) The aggregate amount of Wet Settlement Advances outstanding at any one time shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I thirty-five percent (the "Base Commitment"35%) and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total of the base Commitments Commitment Amount. (6) The aggregate amount of Title I Advances and HUD 203 (K) Advances outstanding at any one time shall not exceed the lesser five percent (5%) of the Commitment and, Amount. (7) No Advance shall be made against a Home Equity Loan or a Second Mortgage Loan made to a mortgagor (or mortgagors) that does not satisfy the underwriting criteria of FNMA and FHLMC for Conforming Mortgage Loans. (8) The aggregate amount of High LTV Advances outstanding at any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment one time shall become effective upon written notice to the Bank from the Investment Advisor on behalf not exceed one percent (1%) of the BorrowersCommitment Amount. (9) The aggregate amount of Nonconforming Advances and Uncommitted Advances outstanding at any one time shall not exceed twenty percent (20%) of the Commitment Amount. (10) The aggregate amount of Uncommitted Advances outstanding at any one time shall not exceed Five Million Dollars ($5,000,000).

The Commitment. (a) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, on the Borrowing Date each Bank with a Tranche A Commitment agrees, at any time severally and from time to time on and after the Effective Date and prior to the Expiry Date, at the request of a Borrowernot jointly, to make Loans (a Tranche A Loan available to Ameristeel US in a single disbursement on the Borrowing Date in an aggregate principal amount up to and including, but not to exceed, as to each a "Loan" and, collectivelysuch Bank, the "Loans") to such Borrower, which Loans (i) shall, at the option aggregate principal amount of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, Bank’s Tranche A Commitment. (iib) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject Subject to the terms and conditions contained hereinand relying upon the representations and warranties herein set forth, shall have on the right Borrowing Date each Bank with a Tranche B Commitment agrees, severally and not jointly, to obtain make a Tranche B Loan available to GNA Partners in a single disbursement on the Borrowing Date in an aggregate principal amount up to and including, but not to exceed, as to each such Bank, the aggregate principal amount specified of such Bank’s Tranche B Commitment. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, on Schedule Ithe Borrowing Date each Bank with a Tranche C Commitment agrees, shall have severally and not jointly, to make a Tranche C Loan available to Ameristeel US in a single disbursement on the right to obtain Borrowing Date in an aggregate principal amount up to and including, but not to exceed, as to each such Bank, the aggregate principal amount specified on Schedule I of such Bank’s Tranche C Commitment. (d) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the "Base Commitment") and other Borrower, with respect to the extent that payment and performance of all Obligations hereunder regardless of which Borrower directly receives the proceeds of any Loan. Each Borrower has not requested its Base Commitment, is accepting joint and several liability hereunder in consideration of the unused portion shall financial accommodations to be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved provided by the Board of Trustees Banks under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total of the base Commitments shall not exceed the lesser Borrowers and in consideration of the Commitment and, undertakings of each of Borrowers to accept joint and several liability for any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice to the Bank from the Investment Advisor obligations of each of them. (e) Amounts repaid or prepaid by or on behalf of the BorrowersBorrowers in respect of the Loans may not be reborrowed. The Commitment of each Bank shall terminate on the Availability Expiry Date.

The Commitment. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement and provided no Default or Event of Default has occurred and is continuing, the Bank Lender agrees, at any time and from time to time on during the period from the date hereof to and after including the Effective Date Termination Date, to make Advances to Borrower up to the Commitment Amount; provided that Lender shall not have any obligation to make any Advance which, when added to the Advances then-outstanding would cause the aggregate principal amount of all such Advances then-outstanding to exceed the Commitment Amount or any Sublimit applicable to the related type of Pledged Mortgage Loan. Except as otherwise provided above with respect to the Commitment Amount, this Agreement is not a commitment by Lender to make Advances to Borrower; rather, it sets forth the procedures to be used in connection with periodic requests by Borrower to obtain Advances from Lender. Except as otherwise provided herein, Borrower hereby acknowledges that Lender is under no obligation to agree to make, or to make, any Advance pursuant to this Agreement. The obligation of Lender to make Advances hereunder up to the Commitment Amount is hereinafter referred to as the “Commitment.” Within the Commitment, Borrower 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 Borrower to Lender. If no Default or Event of Default shall have occurred and be continuing hereunder, but Lender nonetheless determines that it shall no longer make any further Advance hereunder, Lender will provide Borrower with written notice of such determination at least thirty (30) calendar days prior to the Expiry Datedate on which such cessation will take effect. (b) Advances shall be used by Borrower solely for the purpose of funding Eligible Loans as specified in the Loan Detail and for no other purpose, and shall be made at the request of a BorrowerBorrower in the manner hereinafter provided in Section 1.02, to make Loans (each a "Loan" and, collectively, against the "Loans") to such Borrower, which Loans (i) shall, at the option pledge of such Borrower, Mortgage Loans and such other Collateral as is set forth in Section 3.01 hereof as collateral therefor. Advances shall also be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that subject to the restrictions set forth in Annex 1 hereto. (c) The total aggregate principal amount outstanding at any one time of all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) Advances against any single Pledged Mortgage Loan shall not exceed for any particular Borrower an amount equal to the lesser product of the Unpaid Principal Balance of such Borrower's Borrowing Base andPledged Mortgage Loan and the Advance Rate for such Pledged Mortgage Loan. (d) The total Outstanding Principal Amount of Advances at any time shall not exceed the Commitment Amount, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; providedit being understood, however, that as Advances are repaid due to payment of principal on the total Pledged Mortgage Loans by the Investor pursuant to the terms of the base Commitments shall not exceed Take-Out Commitment, or otherwise, Borrower may elect to request additional Advances pursuant to the lesser terms of this Agreement, to the extent of the Commitment and, for any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice to the Bank from the Investment Advisor on behalf principal amount of the BorrowersAdvances so repaid.

The Commitment. In connection with the foregoing, ▇.▇. ▇▇▇▇ Asset -------------- Management Co., L.L.C. (athe "Standby Purchaser") Subject hereby advises you of its commitment (the "Commitment"), subject to and upon the terms and conditions set forth herein, the Bank agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, at the request of a Borrower, to make Loans : (each a "Loan" and, collectively, the "Loans"a) to such Borrower, which Loans (i) shall, at the option exercise any Rights distributed to it in respect of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed its Allowed Unsecured Claims in accordance with the provisions hereofPlan and not thereafter sold or transferred as permitted by Section 3 below to purchase units consisting of shares of Existing Arch Common Stock and Arch Warrants underlying such Rights, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitmentthe aggregate purchase price payable upon such exercise, the unused portion shall be available to other Borrowers on a pro rata basis as determined in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished accordance with Schedule II to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; providedMerger Agreement (the "Subscription Price"), however, that the total of the base Commitments shall does not exceed the lesser Rights Exercise Commitment Amount of the Commitment andStandby Purchaser as set forth in Annex I ------- hereto; (b) if (i) the Standby Purchaser sells or otherwise transfers any or all of (A) the Rights distributed to it in accordance with the Plan or (B) Unsecured Claims held by it as of the date hereof in respect of which Rights are to be distributed, for any particular Borrowerin each case as permitted by Section 3 below, such Borrower's Borrowing Base. Any revisions and (ii) the Rights sold or transferred by the Standby Purchaser or the Rights distributed in respect of Unsecured Claims held by it as of the date hereof that are hereafter sold or transferred by the Standby Purchaser are not exercised prior to the Base Commitment shall become effective expiration thereof (at which time such Rights will be void and will no longer be exercisable), to purchase for cash (based upon written notice the Subscription Price payable upon exercise of such Rights) identical units consisting of shares of Existing Arch Common Stock and Arch Warrants underlying such unexercised Rights, to the Bank from extent that the Investment Advisor on behalf aggregate purchase price therefor, together with the aggregate Subscription Price payable upon exercise of Rights exercised as contemplated by clause (a) above, does not exceed the Rights Exercise Commitment Amount of the BorrowersStandby Purchaser as set forth in Annex I ------- hereto; and (c) if any Rights distributed in accordance with the Plan (other than (i) Rights distributed to the Standby Purchaser or the other holders of Unsecured Claims listed on Annex I hereto (the "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 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 Standby Purchaser or the Other Standby Purchasers as of the date hereof that are hereafter sold or transferred by them (which Rights are referred to in Sections 1(b) and 3 hereof and Section 1(b) and 3 of each of the 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 identical units consisting of shares of Existing Arch ------- Common Stock and Arch Warrants underlying such unexercised Rights.

The Commitment. (a) Subject to and upon the terms and conditions set forth herein, the Each Bank severally agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, at the request of a Borrower, to make Loans (each a "Loan" and, collectively, the "Loans") to such Borrower, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up make, prior to the amount specified CMA Conversion Date, FPC Committed Advances and, on Schedule Iand after the CMA Conversion Date, shall have the right to obtain up CMA Committed Advances, to the Borrower from time to time, on any Business Day from the date hereof until the Termination Date, in an aggregate outstanding principal amount specified on Schedule I not to exceed at any time such Bank's Percentage of the Commitment less the Commitment Reduction Amount or such lesser amount as is provided in paragraphs (the "Base Commitment"b) and (c) of this Section 2.01. (b) Notwithstanding any provision to the extent that any Borrower has not requested its Base Commitmentcontrary contained herein, the unused portion Borrower shall not be permitted to request or receive any FPC Borrowing hereunder (whether a Committed Borrowing or a Competitive Borrowing) to be made on any day unless (i) such receipt is prior to the CMA Conversion Date and (ii) after giving effect to any and all prepayments and repayments made, and Advances requested to be made, on such day, the aggregate outstanding principal amount of all FPC Advances shall be available not greater than the FPC Borrowing Base on such day. (c) Notwithstanding any provisions to the contrary contained herein, the Borrower shall not be permitted to request or receive any CMA Borrowing hereunder (whether a Committed Borrowing or a Competitive Borrowing) to be made on any day unless (i) such receipt is on or after the CMA Conversion Date and (ii) after giving effect to any and all prepayments and repayments made, and Advances requested to be made, on such day, the aggregate outstanding principal amount of all CMA Advances shall be not greater than the CMA Borrowing Base on such day. (d) Under no circumstances shall the Borrower be permitted to request or receive Advances hereunder (whether Committed Advances or Competitive Advances) on any day unless, after giving effect to any and all prepayments and repayments made, and Advances requested to be made, on such day, the aggregate outstanding principal amount of all Advances shall be not greater than the Commitment on such day. (e) Within the limits of this Section 2.01 and the other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers terms and conditions of this Agreement, the Borrower may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower borrow under Sections 2.02 and a copy of any such revisions is furnished 2.03 hereof, repay pursuant to the Bank whereupon Schedule I hereto shall be deemed modified Section 2.07 hereof or prepay pursuant to reflect such revisions; providedSection 2.11 hereof, however, that the total of the base Commitments shall not exceed the lesser of the Commitment and, for any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice to the Bank from the Investment Advisor on behalf of the Borrowersand reborrow under said Sections 2.02 and 2.03.

The Commitment. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement and provided no Default or Event of Default has occurred and is continuing, the Bank each Lender severally and not jointly agrees, at any time and from time to time on and after during the Effective Date and prior to period from the Expiry date hereof to, but not including the Termination Date, at the request of a Borrower, to make Loans Advances to the Company, provided, however, that (each a "Loan" and, collectively1) the sum of the total aggregate principal amount outstanding at any one time of all Advances hereunder shall not exceed the Commitment and (2) no Lender's portion of the Advances shall exceed such Lender's Commitment Amount. Within the Commitment, the "Loans"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 Notes and the Swingline Note and for the performance of all the Obligations of the Company to the Lenders, Swingline Lender, and the Administrative Agent. (b) to such Borrower, which Loans Advances shall be used by the Company solely for the purpose of funding of (i) shall, at with respect to Warehouse Advances for the option acquisition or origination of such Borrower, be Base Rate Eligible Mortgage Loans, LIBOR Loans or NIBOR Eligible Delinquent Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same TypeEligible Construction Mortgage Loans, and Eligible Past Due Loans, (ii) may be repaid and reborrowed in accordance with respect to Repurchased Advances, the provisions hereofrepurchase of Eligible Repurchased Mortgage Loans, and (iii) with respect to Foreclosure Advances, the repurchase of Eligible Foreclosure Mortgage Loans and the purchase of Eligible REO. Advances shall be made against the pledge of such Collateral as is eligible to be pledged against such Advances hereunder. Advances shall also be subject to the following restrictions: (1) No Warehouse Advance shall be made against Mortgage Loans that are not Eligible Mortgage Loans, Eligible Delinquent Loans, Eligible Construction Mortgage Loans, or Eligible Past Due Loans. (2) No Repurchased Advance shall be made against a Repurchased Mortgage Loan that is not an Eligible Repurchased Mortgage Loan. (3) No Foreclosure Advance shall be against a Foreclosure Mortgage Loan that is not an Eligible Foreclosure Mortgage Loan or REO that is not Eligible REO. (4) The aggregate amount of Wet Advances against Mortgage Loans outstanding at any one time shall not exceed TWENTY-THREE MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($23,100,000.00). (5) The aggregate amount of Advances outstanding at any one time against Subprime Mortgage Loans shall not exceed TWENTY-TWO MILLION AND NO/100 DOLLARS ($22,000,000.00). (6) The aggregate amount of Advances outstanding at any one time against Second Mortgage Loans (including High LTV Second Mortgage Loans) shall not exceed for SEVEN MILLION AND NO/100 DOLLARS ($7,000,000.00) in the aggregate. (7) The aggregate amount of Advances outstanding at any particular Borrower one time against Manufactured Home Loans shall not exceed ONE MILLION SIX HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($1,650,000.00). (8) The aggregate amount of Foreclosure Advances and Repurchased Advances outstanding at any one time shall not exceed ONE MILLION THREE HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($1,375,000.00). (9) The aggregate amount of all Advances outstanding at any one time against Aged Mortgage Loans shall not exceed ONE MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,100,000.00). (10) The aggregate amount of Advances outstanding at any one time against Construction Mortgage Loans shall not exceed SIX MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($6,600,000.00). (c) No Advance shall exceed the lesser following amounts applicable to the type of Collateral determined as of the date the Collateral is pledged to Administrative Agent: (1) No Warehouse Advance against an A Credit Mortgage Loan, Subprime Mortgage Loan or a Manufactured Home Loan shall exceed an amount equal to ninety-eight percent (98%) of the Collateral Value of such Borrower's Borrowing Base andMortgage Loan. (2) No Warehouse Advance against a Second Mortgage Loan (including a High LTV Second Mortgage Loan) shall exceed an amount equal to ninety percent (90%) of the Collateral Value of such Mortgage Loan; provided, when aggregated with all however, if Administrative Agent is provided a prior written approval from an Investor for Second Mortgage Loans then outstandingas shown on EXHIBIT "M" hereto approving the purchase of such Mortgage Loan for purchase by such Investor, the commitment. If more than one Borrower desires advance rate shall be increased to make ninety-five percent (95%). (3) with respect to each Eligible Construction Mortgage Loan covered by a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Purchase Commitment, the unused portion shall be available an amount equal to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees ninety-five percent (95%) of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisionsStaged Disbursement; provided, however, that the total aggregate Advances outstanding against such Construction Mortgage Loan, as of but prior to the base Commitments final draw thereunder and concurrent with the permanent loan funding thereof, shall not exceed the lesser ninety percent (90%) of the Commitment and, for any particular Borrower, Appraised Value of the Mortgaged Property securing such Borrower's Borrowing Base. Any revisions Construction Mortgage Loan. (4) No Warehouse Advance against a Delinquent Loan or Past Due Loan shall exceed an amount equal to seventy percent (70%) of the Base Commitment Collateral Value of such Mortgage Loan. (5) No Repurchased Advance shall become effective upon written notice exceed an amount equal to seventy percent (70%) of the Bank Collateral Value of the Repurchased Mortgage Loan funded or refinanced from the Investment Advisor on behalf proceeds of such Repurchased Advance. (6) No Foreclosure Advance shall exceed an amount equal to seventy percent (70%) of the BorrowersCollateral Value of the Foreclosure Mortgage Loan or with respect to REO funded or refinanced from the proceeds of such Foreclosure Advance, fifty percent (50%) of the Collateral Value of the REO.

The Commitment. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement, the including, without limitation Section 2.2 below, and provided no Default has occurred and is continuing, Bank agrees, at any time and from time to time on and after during the Effective Date and prior period from the date hereof to the Expiry Date, at expiration date of the request of a BorrowerCommitment as provided in Section 2.6 hereof, to make Company Subsidiary Loans (each a "Loan" andto, collectivelyor on behalf of, the "Loans") to such BorrowerCompany Subsidiaries, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total aggregate principal amount which is outstanding at any one time of the base Commitments all such Company Subsidiary Loans shall not exceed the lesser of (i) the Commitment andaggregate approved principal amount of all Company Subsidiary Loans which have been approved by Bank under this Agreement from time to time, but not less than the aggregate amount of the Warehouse Line of Credit outstanding from time to time which is eligible hereunder for rollover into a Company Subsidiary Loan, or (ii) any particular Borrowerregulatory limitations applicable to Bank which are now or hereafter in effect (the “Commitment”), and provided further that (w) the principal amount of such Company Subsidiary Loan shall not exceed the principal amount of indebtedness outstanding under the Mortgage Notes in the Related Mortgage Pool, and (x) the total aggregate principal amount of such Company Subsidiary Loan shall not exceed 75% of the Pool Value of the Related Mortgage Pool. (b) Company Subsidiary Loans approved by Bank from time to time as provided herein shall be used by Company Subsidiaries solely for the following purposes: (i) financing (including the points and fees charged by Bank in connection with such financing) each such Company Subsidiary’s purchase and acquisition of first mortgage lien Warehouse Line Loans originated by Company under the Warehouse Line of Credit, or (ii) the consolidation and refinancing (including the points and fees charged by Bank in connection with such consolidation and refinancing) of then existing Company Subsidiary Loans made by Bank to one or more Company Subsidiaries. (c) All Company Subsidiary Loans outstanding prior to the date of this Agreement for the purpose of funding or financing the purchase of Pledged Mortgage Loans, such Borrower's Borrowing Base. Any revisions loans being listed on Schedule I attached hereto, shall be treated as having been issued under, and shall be subject to the Base Commitment covenants of, this Agreement. The Company shall cause all of its Subsidiaries which have such Company Subsidiary Loans outstanding to Bank to become effective upon written notice parties to this Agreement by executing a counterpart signature page in the Bank from form of Exhibit D. In the Investment Advisor on behalf event that the terms of this Agreement shall conflict with the terms of the Borrowersloan documentation for such a Company Subsidiary Loan, the terms of this Agreement shall prevail, except for interest rate terms, which shall not be affected by the terms of this Agreement, and except that any default under any such loan, which has not been cured or waived, shall remain in effect. (d) The Warehouse Line of Credit extended by Bank to Company shall be separate from and shall not be subject to this Agreement except as specifically otherwise provided in this Agreement.

The Commitment. (a) Subject to and upon the terms and conditions set forth herein, the Bank agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, at the request of a Borrower, to make Loans (each a "Loan" and, collectively, the "Loans") to such Borrower, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total of the base Commitments shall not exceed the lesser of the Commitment and, for any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice to the Bank from the Investment Advisor on behalf of the Borrowers.

The Commitment. (a) Subject to On and upon the terms and conditions set forth herein, the Bank agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, at the request of a Borrower, to make Loans (each a "Loan" and, collectively, the "Loans") to such Borrower, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained hereinhereof, including entry of the Confirmation Order, each Commitment Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Commitment Party to fund (or, if such Commitment Party has so designated pursuant to Section 2.4(a), cause any of its designated Related Purchasers to fund) Backstop Term Loans on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put Option, each Commitment Party agrees, severally and neither jointly nor jointly and severally, to fund, and the Company agrees to issue to such Commitment Party (or its Related Purchaser), on the Closing Date, the number of Backstop Term Loans set forth on such Commitment Party’s Funding Notice. The principal amount of Backstop Term Loans on each Commitment Party’s Funding Notice shall be determined according to the following clauses (a) and (b): (a) A Commitment Party’s “Unfunded Amount” shall be its Commitment Amount less, in the case of any Commitment Party who has subscribed for Rights Offering Term Loans, the amount of Rights Offering Term Loans subscribed for by such Commitment Party. For the avoidance of doubt, the Unfunded Amount for any Commitment Party that does not subscribe for Rights Offering Term Loans shall be such Commitment Party’s Commitment Amount. If such Commitment Party’s Unfunded Amount is zero or less than zero then the amount of Backstop Term Loans such Commitment Party is obligated to fund hereunder shall be zero. (b) If such Commitment Party’s Unfunded Amount is greater than zero then the principal amount of Backstop Term Loans on such Commitment Party’s Funding Notice will be the amount determined by the following calculation: (i) the Commitment Party’s Unfunded Amount is divided by the aggregate total of all Commitment Parties’ Unfunded Amounts; and (ii) the resulting fraction is multiplied by an amount equal to (a) the Rights Offering Amount less (b) the amount of Rights Offering Term Loans actually funded in the Rights Offering. A Commitment Party’s Participant Term Loan Allocation or Non-Participant Term Loan Allocation, as applicable, shall have the right to obtain up to be reduced dollar-for-dollar by the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent of Backstop Term Loans that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base such Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total of the base Commitments shall not exceed the lesser of the Commitment and, for any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice to the Bank from the Investment Advisor on behalf of the BorrowersParty funds.

The Commitment. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement and provided no Default or Event of Default has occurred and is continuing, the Bank agrees, at any time and Lender agrees from time to time on and after during the Effective Date and prior period from the Closing Date, to, but not including, the Maturity Date, to make Advances to the Expiry DateCompany, 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 such limit, is hereinafter referred to as the "Commitment." Within the Commitment, the Company may borrow, repay and reborrow. Effective as of the date of this Agreement, all outstanding loans made pursuant to the Original Agreement shall for all purposes be deemed to be Advances made under this Agreement. 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. 130 (b) Advances shall be used by the Company solely for the purpose of (i) funding the acquisition or origination of Mortgage Loans or (ii) reimbursing the Company for its funding the acquisition or origination of Mortgage Loans, and shall be made at the request of a Borrowerthe Company, to make Loans (each a "Loan" andin the manner hereinafter provided in Section 2.2 hereof, collectively, against the "Loans") to such Borrower, which Loans (i) shall, at the option pledge of such Borrower, Mortgage Loans as Collateral therefor. The following limitations on the use of Advances shall be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing applicable: (1) No Advance shall be made against a Mortgage Loan other than a Single-family Mortgage Loan and no Construction Advance shall be made against a Construction/Perm Mortgage Loan which is not a single-family detached dwelling. (2) No Advance shall be made against a Mortgage Loan which is not covered by a Purchase Commitment. (3) No Advance shall be made against a Home Equity Mortgage Loan. (4) The aggregate amount of Wet Settlement Advances outstanding at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) any one time shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I thirty-five percent (the "Base Commitment"35%) and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total of the base Commitments Commitment Amount. (5) The aggregate amount of Construction Advances outstanding at any one time shall not exceed Five Million Dollars ($5,000,000). (6) The aggregate amount of Nonconforming Advances outstanding at any one time shall not exceed One Million Dollars ($1,000,000). (7) No Ordinary Warehousing Advance (other than a Construction/Permanent Mortgage Loan) shall be made against any Mortgage Loan which was closed more than ninety (90) days prior to the lesser date of the Commitment and, for any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice to the Bank from the Investment Advisor on behalf of the Borrowersrequested Advance.

The Commitment. (a) Subject to and upon the terms and conditions set forth herein, the Bank agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, at the request of a Borrower, each ▇▇▇▇▇▇ agrees to make Loans a loan (each a individually, an "Initial Loan" and, and collectively, the "Initial Loans") to the Borrower on the Closing Date in a principal amount not to exceed its Commitment. (b) Each Lender agrees, if the Initial Loans have not been repaid prior to the Initial Maturity Date, that the then outstanding principal amount of each of its Initial Loans shall automatically be converted on the Initial Maturity Date into a loan (individually, an "Extended Loan" and collectively, the "Extended Loans") to the Borrower in an aggregate principal amount equal to the then outstanding principal amount of such Borrower, which Initial Loan or Initial Loans (including any accrued interest not required to be paid in cash) and denominated in the same currency as each such Initial Loan; provided that (i) shallif, at on the option of Initial Maturity Date, a Default described in Clause 21.6 (Insolvency proceedings) (with respect to the Borrower only) shall have occurred and be continuing, the Initial Loans shall not be so converted on the Initial Maturity Date, but if such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising Default is cured before the same Borrowing shall at all times be expiration of the same Typegrace period specified in such Clause 21.6, such conversion shall take place on the date that such Default is cured, (ii) may if an Event of Default described in Clause 21.5 (Insolvency) or Clause 21.6 (Insolvency proceedings) (in each case, with respect to the Borrower only) shall have occurred and be repaid continuing on the Initial Maturity Date, the Initial Loans shall not be so converted but shall, instead, be due and reborrowed in accordance with payable on the provisions hereof, Initial Maturity Date and (iii) if a Default described in Clause 21.6 (Insolvency proceedings) (with respect to the Borrower only) shall have occurred and be continuing on the Initial Maturity Date and such Default is not cured prior to the end of the grace period specified in such subsection, the Initial Loans shall not exceed for any particular Borrower be so converted but shall, instead, be due and payable on the lesser last day of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitmentgrace period. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto Extended Loans shall be deemed modified to reflect such revisions; providedbe borrowed under (and shall remain outstanding on the terms set forth in) the Extended Loan Credit Agreement, howeverwhich the Borrower, that each Lender, the total Bridge Facility Agent and the Security Agent shall execute and deliver in accordance with Clause 20.33 (Extended Loan Documents). Upon the conversion of the base Commitments Initial Loans into Extended Loans, each Lender shall not exceed cancel on its records the lesser principal amount of the Commitment andInitial Loans held by such Lender, for any particular Borrower, the repayment of which shall be satisfied by the conversion of such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice to the Bank from the Investment Advisor on behalf of the BorrowersInitial Loans into Extended Loans in accordance with this Clause 2.1(b).

The Commitment. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement and provided no Default or Event of Default has occurred and is continuing, the Bank Lender agrees, at any time and from time to time on during the period from the date hereof to and after including the Effective Date and prior Termination Date, to make Advances to the Expiry DateCompany, provided the sum of the total aggregate principal amount outstanding at any one time of all such Advances shall not exceed SEVENTY-FIVE MILLION AND NO/100 DOLLARS ($75,000,000.00). 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. (b) Advances shall be used by the Company solely for the purpose of funding or purchasing and/or funding Residential Construction Loans, Residential A&D Loans, Consumer Construction Loans, and Consumer Lot Loans, as specified in the Request for Advance, and none other, and shall be made at the request of a Borrowerthe Company in the manner hereinafter provided in Section 2.2, to make Loans (each a "Loan" and, collectively, against the "Loans") to such Borrower, which Loans (i) shall, at the option pledge of such Borrower, be Base Rate Residential Construction Loans, LIBOR Loans or NIBOR Residential A&D Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereofConsumer Construction Loans, and Consumer Lot Loans, as the case may be, and such other collateral as is set forth in Section 3.1 hereof as Collateral therefor. Advances shall also be subject to the following restrictions: (iii1) No Advance shall be made against a Residential Construction Loan, a Residential A&D Loan, an Aged Loan, a Consumer Construction Loan, or a Consumer Lot Loan that is not an Eligible Construction Loan. (2) The aggregate amount of all Advances against Residential Construction Loans outstanding at any one time shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I SEVENTY-FIVE MILLION AND NO/100 DOLLARS (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment$75,000,000.00). The Borrowers may from time to time revise their Base Commitment if approved aggregate face amount of all Residential Construction Loans in respect of which an Advance has been made by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total of the base Commitments Lender hereunder shall not exceed in the lesser aggregate One Hundred Fifty Million and No/100 Dollars ($150,000,000.00). (3) The aggregate amount of all Advances against Model Homes under all Residential Construction Loans outstanding at any one time shall not exceed Eleven Million Two Hundred Fifty Thousand and No/100 Dollars ($11,250,000.00). The aggregate face amount of all Residential Construction Loans for Model Homes in respect of which an Advance has been made by the Lender hereunder shall not exceed in the aggregate Twenty-Two Million Five Hundred Thousand and No/100 Dollars ($22,500,000.00). (4) The aggregate amount of all Advances against Speculative Homes under all Residential Construction Loans outstanding at any one time shall not exceed Thirty Million and No/100 Dollars ($30,000,000.00). The aggregate face amount of all Residential Construction Loans for Speculative Homes in respect of which an Advance has been made by the Lender hereunder shall not exceed in the aggregate Sixty Million and No/100 Dollars ($60,000,000.00). (5) The aggregate amount of all Advances against Residential A&D Loans outstanding at any one time shall not exceed Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00). The aggregate face amount of all Residential A&D Loans in respect of which an Advance has been made by the Lender hereunder shall not exceed in the aggregate Fifteen Million and No/100 Dollars ($15,000,000.00). (6) The aggregate amount of all Advances against Residential A&D Loans, Model Loans, and Speculative Homes outstanding at any one time shall not exceed Thirty-Seven Million Five Hundred Thousand and No/100 Dollars ($37,500,000.00). The aggregate face amount of all Residential A&D Loans in respect of which an Advance has been made by the Lender hereunder shall not exceed in the aggregate Seventy-Five Million and No/100 Dollars ($75,000,000.00). (7) The aggregate amount of all Advances against Aged Loans outstanding at any one time shall not exceed Fifteen Million and No/100 Dollars ($15,000,000.00). The aggregate face amount of all Aged Loans in respect of which an Advance has been made by the Lender hereunder shall not exceed in the aggregate Thirty Million and No/100 Dollars ($30,000,000.00). (8) The aggregate amount of all Advances against Consumer Construction Loans outstanding at any one time shall not exceed SEVENTY-FIVE MILLION AND NO/100 DOLLARS ($75,000,000.00). The aggregate face amount of all Residential Construction Loans in respect of which an Advance has been made by the Lender hereunder shall not exceed in the aggregate One Hundred Fifty Million and No/100 Dollars ($150,000,000.00). (9) The aggregate amount of all Advances against Consumer Lot Loans outstanding at any one time shall not exceed Three Million Seven Hundred Fifty Thousand and No/100 Dollars ($3,750,000.00). (c) No Advance shall exceed the following amounts applicable to the type of Collateral acquired with proceeds of the Commitment andAdvance, for any particular Borrowerdetermined as of the date the Collateral is pledged to Lender: (1) with respect to Residential Construction Loans, no Advance shall exceed an amount equal to ninety percent (90%) of the amount of the Construction Loan Advance under such Borrower's Borrowing Base. Any revisions Residential Construction Loan to the Base Commitment shall become effective upon written notice to the Bank be funded from the Investment Advisor on behalf proceeds of the BorrowersAdvance. (2) with respect to Residential A&D Loans that has a loan-to- value ratio equal to or less than 70% and a loan-to-cost ratio equal to or less than 90%, no Advance shall exceed an amount equal to ninety percent (90%) of the amount of the Construction Loan Advance under such Residential A&D Loan to be funded from the proceeds of the Advance. (3) with respect to Residential A&D Loans that exceed the ratios set forth in Section 2.1(c)(2) above, no Advance shall exceed an amount equal to eighty percent (80%) of the amount of the Construction Loan Advance under such Residential A&D Loan to be funded from the proceeds of the Advance. (4) with respect to Aged Loans, no Advance shall exceed an amount equal to sixty-five percent (65%) of the amount of the Construction Loan Advance under such Aged Loan to be funded from the proceeds of the Advance. (5) with respect to Consumer Lot Loans, no Advance shall exceed an amount equal to eighty percent (80%) of the amount of the advance made by the Company under such Consumer Lot Loan to be funded from the proceeds of the Advance. (6) with respect to Consumer Construction Loans, no Advance shall exceed an amount equal to ninety percent (90%) of the amount of the advance made by the Company under such Consumer Construction Loan to be funded from the proceeds of the Advance.

The Commitment. In connection with the foregoing, The Northwestern -------------- Mutual Life Insurance Company for its Group Annuity Separate Account (athe "Standby Purchaser") Subject hereby advises you of its commitment (the "Commitment"), subject to and upon the terms and conditions set forth herein, the Bank agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, at the request of a Borrower, to make Loans : (each a "Loan" and, collectively, the "Loans"a) to such Borrower, which Loans (i) shall, at the option exercise any Rights distributed to it in respect of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed its Allowed Unsecured Claims in accordance with the provisions hereofPlan and not thereafter sold or transferred as permitted by Section 3 below to purchase units consisting of shares of Existing Arch Common Stock and Arch Warrants underlying such Rights, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitmentthe aggregate purchase price payable upon such exercise, the unused portion shall be available to other Borrowers on a pro rata basis as determined in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished accordance with Schedule II to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; providedMerger Agreement (the "Subscription Price"), however, that the total of the base Commitments shall does not exceed the lesser Rights Exercise Commitment Amount of the Commitment andStandby Purchaser as set forth in Annex I hereto; ------- (b) if (i) the Standby Purchaser sells or otherwise transfers any or all of (A) the Rights distributed to it in accordance with the Plan or (B) Unsecured Claims held by it as of the date hereof in respect of which Rights are to be distributed, for any particular Borrowerin each case as permitted by Section 3 below, such Borrower's Borrowing Base. Any revisions and (ii) the Rights sold or transferred by the Standby Purchaser or the Rights distributed in respect of Unsecured Claims held by it as of the date hereof that are hereafter sold or transferred by the Standby Purchaser are not exercised prior to the Base Commitment shall become effective expiration thereof (at which time such Rights will be void and will no longer be exercisable), to purchase for cash (based upon written notice the Subscription Price payable upon exercise of such Rights) identical units consisting of shares of Existing Arch Common Stock and Arch Warrants underlying such unexercised Rights, to the Bank from extent that the Investment Advisor on behalf aggregate purchase price therefor, together with the aggregate Subscription Price payable upon exercise of Rights exercised as contemplated by clause (a) above, does not exceed the Rights Exercise Commitment Amount of the BorrowersStandby Purchaser as set forth in Annex I ------- hereto; and (c) if any Rights distributed in accordance with the Plan (other than (i) Rights distributed to the Standby Purchaser or the other holders of Unsecured Claims listed on Annex I hereto (the "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 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 Standby Purchaser or the Other Standby Purchasers as of the date hereof that are hereafter sold or transferred by them (which Rights are referred to in Sections 1(b) and 3 hereof and Sections 1(b) and 3 of each of the 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 identical units consisting of shares of Existing Arch ------- Common Stock and Arch Warrants underlying such unexercised Rights.

The Commitment. In connection with the foregoing, Northwestern Mutual -------------- Series Fund, Inc. for the High Yield Bond Portfolio (athe "Standby Purchaser") Subject hereby advises you of its commitment (the "Commitment"), subject to and upon the terms and conditions set forth herein, the Bank agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, at the request of a Borrower, to make Loans : (each a "Loan" and, collectively, the "Loans"a) to such Borrower, which Loans (i) shall, at the option exercise any Rights distributed to it in respect of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed its Allowed Unsecured Claims in accordance with the provisions hereofPlan and not thereafter sold or transferred as permitted by Section 3 below to purchase units consisting of shares of Existing Arch Common Stock and Arch Warrants underlying such Rights, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitmentthe aggregate purchase price payable upon such exercise, the unused portion shall be available to other Borrowers on a pro rata basis as determined in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished accordance with Schedule II to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; providedMerger Agreement (the "Subscription Price"), however, that the total of the base Commitments shall does not exceed the lesser Rights Exercise Commitment Amount of the Commitment andStandby Purchaser as set forth in Annex I hereto; ------- (b) if (i) the Standby Purchaser sells or otherwise transfers any or all of (A) the Rights distributed to it in accordance with the Plan or (B) Unsecured Claims held by it as of the date hereof in respect of which Rights are to be distributed, for any particular Borrowerin each case as permitted by Section 3 below, such Borrower's Borrowing Base. Any revisions and (ii) the Rights sold or transferred by the Standby Purchaser or the Rights distributed in respect of Unsecured Claims held by it as of the date hereof that are hereafter sold or transferred by the Standby Purchaser are not exercised prior to the Base Commitment shall become effective expiration thereof (at which time such Rights will be void and will no longer be exercisable), to purchase for cash (based upon written notice the Subscription Price payable upon exercise of such Rights) identical units consisting of shares of Existing Arch Common Stock and Arch Warrants underlying such unexercised Rights, to the Bank from extent that the Investment Advisor aggregate purchase price therefor, together with the aggregate Subscription (c) if any Rights distributed in accordance with the Plan (other than (i) Rights distributed to the Standby Purchaser or the other holders of Unsecured Claims listed on behalf Annex I hereto (the "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 BorrowersOther 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 Standby Purchaser or the Other Standby Purchasers as of the date hereof that are hereafter sold or transferred by them (which Rights are referred to in Sections 1(b) and 3 hereof and Sections 1(b) and 3 of each of the 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 identical units consisting of shares of Existing Arch ------- Common Stock and Arch Warrants underlying such unexercised Rights.

The Commitment. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement and the Conditions Precedent described in Section 4.1 below, and provided no Default has occurred and is continuing, the Bank agrees, at any time and from time to time on and after during the Effective Date and prior period from the date hereof to the Expiry Date, at the request of a Borrowerexpiration date as provided in Section 2.6 hereof, to make Company Subsidiary Loans (each a "Loan" andto, collectivelyor on behalf of, the "Loans") to such BorrowerCompany Subsidiaries, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total aggregate principal amount which is outstanding at any one time of the base Commitments all such Company Subsidiary Loans shall not exceed the lesser of (i) the Commitment andaggregate approved principal amount of all Company Subsidiary Loans which have been approved by Bank under this Agreement from time to time, for or (ii) the amount permitted by the lesser of (a) the loan policy guidelines adopted by the Bank from time to time or (b) any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice regulatory limitations applicable to the Bank which are now or hereafter in effect (the "Commitment"). (b) Company Subsidiary Loans approved by Bank from time to time as provided herein shall be used by Company Subsidiaries solely for the Investment Advisor on behalf purpose of funding or financing the purchase of Mortgage Loans, or for the consolidation and refinancing of then existing Company Subsidiary Loans against the pledge of such Mortgage Loans. (c) All Company Subsidiary Loans outstanding prior to the date of this Agreement for the purpose of funding or financing the purchase of Pledged Mortgage Loans shall be treated as having been issued under, and shall be subject to the covenants of, this Agreement. The Company shall cause all of its Subsidiaries which have such Company Subsidiary Loans outstanding to become parties to this Agreement by executing counterpart signature pages in the form of Exhibit E. In the event that the terms of this Agreement shall conflict with the terms of the Borrowersloan documentation for such a Company Subsidiary Loan, the terms of this Agreement shall prevail, except for interest rate terms, which shall not be affected by the terms of this Agreement, and except that any Default under any such loan, which has not been cured or waived, shall remain in effect. (d) The warehousing credit line extended by the Bank to Tribeca Lending Corporation, a New York corporation and a Subsidiary of the Company shall be separate from and shall not be subject to this Agreement except as specifically otherwise provided in this Agreement.

The Commitment. (a) Subject to and upon Each Lender severally agrees, on the terms and conditions hereinafter set forth hereinforth, to make Advances to the Bank agrees, at any time and Borrower from time to time on and after any Business Day during the Effective period from the Closing Date and prior to until the Expiry Termination Date, at the request of a Borrower, in an aggregate outstanding amount not to make Loans (each a "Loan" and, collectively, the "Loans") to such Borrower, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base day such Lender's Available Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, subject to subsection (b) below, a Lender may make Competitive Advances in an amount not to exceed on any day the Commitments. Within the limits of such Lender's Available Commitment, the Borrower may request Advances hereunder, repay or prepay Advances and utilize the resulting increase in the Available Commitments for further Advances and/or issuances of Letters of Credit in accordance with the terms hereof. (b) In no event shall the Borrower be entitled to request or receive any Advance under subsection (a) that would cause the Aggregate Outstanding Amount to exceed the Commitments. (c) In addition to each Lender's Commitment under subsection (a) above, but subject nevertheless to the provisions of subsection (b) above, the Borrower may request (i) Swing Line Advances to be made by the Swing Line Bank in accordance with Section 3.2 and (ii) Competitive Advances to be made in accordance with Section 3.3 hereof. (d) The Commitments hereunder may be increased without the consent of the Lenders to an amount not to exceed $300,000,000; provided, no Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement shall be an Eligible Assignee. In the event a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment (and as a condition to becoming a new Lender or increasing its Commitment, as the case may be), such new Lender shall on the date it becomes a Lender hereunder purchase from the other Lenders its Lender's Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Advances (other than Competitive Advances and Swing Line Advances), and such increasing Lender shall on the effective date of such increased Commitment hereunder purchase from the other Lenders a percentage of any outstanding Advances (other than Competitive Advances and Swing Line Advances), such percentage being obtained by dividing the amount of the increased Commitment by the total Commitments as determined after giving effect to the increase of Commitments, in either event, by making available for the account of its Lending Office to the Administrative Agent for the account of such other Lenders, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the sum of (A) the portion of the base outstanding principal amount of such Advances to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Advances. Upon any such assignment, the assigning Lender represents and warrants to such other Lender that such assigning Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Advance being assigned, the Loan Documents or any Loan Party. (e) Notwithstanding anything to the contrary set forth in subsection (d) above, the Borrower, prior to requesting an increase in the Commitments pursuant to subsection (d) above, hereby agrees to offer in writing each Lender the right to increase its Commitment by an amount so that such Lender's Percentage shall not exceed the lesser be decreased as a result of the increase in the Commitments pursuant to subsection (d) above, In the event a Lender does not accept the Borrower's offer to increase its Commitment and, for any particular Borroweras provided in the preceding sentence within ten Business Days of the receipt of such offer, such Borrower's Borrowing Base. Any revisions to the Base Commitment offer shall become effective upon written notice to the Bank from the Investment Advisor on behalf of the Borrowersbe deemed rejected.

The Commitment. In connection with the foregoing, Northwestern Mutual Series Fund, Inc. for the High Yield Bond Portfolio (athe "Standby Purchaser") Subject hereby advises you of its commitment (the "Commitment"), subject to and upon the terms and conditions set forth herein, the Bank agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, at the request of a Borrower, to make Loans : (each a "Loan" and, collectively, the "Loans"a) to such Borrower, which Loans (i) shall, at the option exercise any Rights distributed to it in respect of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed its Allowed Unsecured Claims in accordance with the provisions hereofPlan and not thereafter sold or transferred as permitted by Section 3 below to purchase units consisting of shares of Existing Arch Common Stock and Arch Warrants underlying such Rights, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitmentthe aggregate purchase price payable upon such exercise, the unused portion shall be available to other Borrowers on a pro rata basis as determined in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished accordance with Schedule II to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; providedMerger Agreement (the "Subscription Price"), however, that the total of the base Commitments shall does not exceed the lesser Rights Exercise Commitment Amount of the Commitment andStandby Purchaser as set forth in Annex I hereto; (b) if (i) the Standby Purchaser sells or otherwise transfers any or all of (A) the Rights distributed to it in accordance with the Plan or (B) Unsecured Claims held by it as of the date hereof in respect of which Rights are to be distributed, for any particular Borrowerin each case as permitted by Section 3 below, such Borrower's Borrowing Base. Any revisions and (ii) the Rights sold or transferred by the Standby Purchaser or the Rights distributed in respect of Unsecured Claims held by it as of the date hereof that are hereafter sold or transferred by the Standby Purchaser are not exercised prior to the Base Commitment shall become effective expiration thereof (at which time such Rights will be void and will no longer be exercisable), to purchase for cash (based upon written notice the Subscription Price payable upon exercise of such Rights) identical units consisting of shares of Existing Arch Common Stock and Arch Warrants underlying such unexercised Rights, to the Bank from extent that the Investment Advisor on behalf aggregate purchase price therefor, together with the aggregate Subscription Price payable upon exercise of Rights exercised as contemplated by clause (a) above, does not exceed the Rights Exercise Commitment Amount of the BorrowersStandby Purchaser as set forth in Annex I hereto; and (c) if any Rights distributed in accordance with the Plan (other than (i) Rights distributed to the Standby Purchaser or the other holders of Unsecured Claims listed on Annex I hereto (the "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 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 Standby Purchaser or the Other Standby Purchasers as of the date hereof that are hereafter sold or transferred by them (which Rights are referred to in Sections 1(b) and 3 hereof and Sections 1(b) and 3 of each of the 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 identical units consisting of shares of Existing Arch Common Stock and Arch Warrants underlying such unexercised Rights.

The Commitment. (a) Subject to and upon the terms and conditions set forth herein, the Bank agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, at the request of a Borrower, to make Loans (each a "Loan" and, collectively, the "Loans") to such Borrower, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total of the base Commitments shall not exceed the lesser of the Commitment and, for any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice to the Bank from the Investment Advisor on behalf of the Borrowers.

The Commitment. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement and provided no Default or Event of Default has occurred and is continuing, the Bank agrees, at any time and Lender agrees from time to time on and after during the Effective period from the Closing Date and prior to, but not including, the Maturity Date, to make Advances to the Expiry DateBorrowers, 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 as the "Commitment." Within the Commitment, the Borrowers 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. Further, the Borrowers shall be jointly and severally liable for all of the Obligations. Advances shall be made to NFI, NMI or NCI, as shall be requested by NFI, NMI or NCI, but each Advance, whether made to NFI, NMI or NCI shall be deemed made to or for the benefit of NFI, NMI and NCI, and NFI, NMI and NCI, jointly and severally, shall be obligated to repay any Advances made to NFI, NMI or NCI under the Commitment. With respect to its obligation to repay Advances made to the other Borrower, each Borrower agrees to the terms set forth in Exhibit P attached hereto and made a --------- part hereof. (b) Advances shall be used by the Borrowers solely for the purpose of funding the acquisition or origination of Eligible Loans and shall be made at the request of the Borrowers, in the manner hereinafter provided in Section 0 hereof, against the pledge of such Eligible Loans as Collateral therefor. The limitations on the use of Advances set forth on Exhibit M attached hereto and made a part hereof --------- shall be applicable. In addition, the following limitations on the use of Advances shall be applicable: (1) Except as expressly permitted on Exhibit M, no Advance --------- shall be made against any Mortgage Loan which was closed more than 90 days prior to the date of the 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 states of the United States or the District of Columbia. (3) Except as expressly permitted by Section 0, no Advance shall be made against any Pledged Mortgage that was previously: (a) financed or pledged as security by any Borrower or any of their Subsidiaries or Affiliates, or (b) owned by any Borrower, to make Loans (each a "Loan" andother than the one currently pledging it, collectively, the "Loans") to such Borrower, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for by any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy Subsidiary or Affiliate of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total of the base Commitments shall not exceed the lesser of the Commitment and, for any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice to the Bank from the Investment Advisor on behalf of the Borrowers.

The Commitment. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement and provided no Default or Event of Default has occurred and is continuing, the Bank agrees, at any time and Lender agrees from time to time on and after during the Effective period from the Closing Date and prior to, but not including, the Maturity Date, to make Advances to the Expiry DateBorrowers, 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 as the "Commitment." Within the Commitment, the Borrowers 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. Advances shall be made either to BNC or to Mortgage Logic, as shall be requested by BNC or Mortgage Logic, but each Advance, whether made to BNC or to Mortgage Logic shall be deemed made to or for the benefit of BNC and Mortgage Logic, and BNC and Mortgage Logic, jointly and severally, shall be obligated to repay any Advances made to BNC or Mortgage Logic under the Commitment. With respect to its obligation to repay Advances made to the other Borrower, each Borrower agrees to the terms set forth in Exhibit N attached hereto and made a part hereof. (b) Advances shall be used by the Borrowers solely for the purpose of funding the acquisition or origination of Eligible Loans and shall be made at the request of the Borrowers, in the manner hereinafter provided in Section 2.2 hereof, against the pledge of such Eligible Loans as Collateral therefor. The limitations on the use of Advances set forth on Exhibit M attached hereto and made a Borrower, to make Loans (each a "Loan" and, collectivelypart hereof shall be applicable. In addition, the "Loans"following limitations on the use of Advances shall be applicable: (1) No Advance shall be made against any Mortgage Loan which was closed more than ninety (90) days prior to such Borrower, which Loans the date of the requested Advance. (i2) shall, 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 states of the United States or the District of Columbia. (c) No Advance shall exceed the following amount applicable to the type of Eligible Loan at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, time it is pledged to secure an Advance hereunder: (ii1) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstandingFor an Eligible Loan pledged hereunder, the commitment. If more than one Borrower desires to make amount set forth on Exhibit M attached hereto and made a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total of the base Commitments shall not exceed the lesser of the Commitment and, for any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice to the Bank from the Investment Advisor on behalf of the Borrowerspart hereof.

The Commitment. (a) Subject to and upon the terms and conditions set forth hereinin this Agreement, Lender agrees to make, Convert and Continue Loans until the Bank agrees, at any time and from time to time on and after the Effective Maturity Date and prior to the Expiry Date, at the request of a Borrower, to make Loans (each a "Loan" and, collectively, the "Loans") to in such Borrower, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular amounts as Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisionsrequest; provided, however, that the total of the base Commitments Outstanding Obligations shall not exceed the lesser Commitment at any time. Not later than sixty (60) days prior to the then current Maturity Date, the Borrower may (on two occasions only) request that the Lender extend the Maturity Date for an additional 364 day period. The Lender's decision to extend the Maturity Date upon the request of the Commitment and, Borrower shall be at the Lender's sole and absolute discretion and Lender may reject Borrower's request to extend the Maturity Date for any particular Borrower, such reason or no reason whatsoever. Lender shall use reasonable efforts to respond to Borrower's Borrowing Baserequest to extend the Maturity Date within thirty (30) days from the date of Lender's receipt of Borrower's request. Any revisions In the event, the Lender does not reply within such thirty (30) day period (for any reason or no reason whatsoever), the Borrower's request for extension shall be deemed to the Base Commitment shall become effective upon have been rejected by Lender, unless Lender provides written notice to Borrower accepting such request after such thirty (30) day period. This is a revolving credit and, subject to the Bank from foregoing and the Investment Advisor on behalf other terms and conditions hereof, Borrower may borrow, Convert, Continue, prepay and reborrow Loans as set forth herein without premium or penalty. (b) Loans made by Lender shall be evidenced by one or more loan accounts or records maintained by Lender in the ordinary course of business. Upon the request of Lender, the Loans may be evidenced by one or more Notes, instead of or in addition to loan accounts. Lender may attach schedules to its Note(s) and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Such Notes, loan accounts and records shall be conclusive absent manifest error of the Borrowersamount of such Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower to pay any amount owing with respect to the Loans.

The Commitment. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement, each of the Bank agrees, at any time and Lenders severally agrees to make Revolving Credit Loans to the Borrowers from time to time on from and after including the Effective date hereof to but excluding the Expiration Date and prior up to but not exceeding the Expiry Dateamount of the remaining unused Commitment. The Revolving Credit Loans may be outstanding as Prime Rate Loans, at the request of a Borrower, to make Fed Funds Rate Loans or Eurodollar Loans (each a "type" of Revolving Credit Loan" and), collectivelyprovided that not more than five Eurodollar Loans shall be outstanding to any Lender at any one time. The Revolving Credit Loans of each type of each Lender shall be made and maintained at such Lender's lending office for such type of Loans. If Loans shall be made in an aggregate principal amount in excess of the Commitment, the "Loans"Borrowers shall immediately repay such excess amount upon demand by the Agent. (b) Subject to such Borrowerthe terms and conditions of this Agreement, which Loans and the execution and delivery of an acceptable and customary letter of credit application, Chase agrees to issue Letters of Credit for the account of any Borrower from time to time from and including the date hereof to but excluding the Revolving Credit Termination Date up to but not exceeding the lesser of (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be aggregate unused amount of the same TypeCommitment, or (ii) may the difference between $15,000,000 and the Letter of Credit Exposure. Each Letter of Credit issued, renewed or extended shall have an expiry date no later than thirty (30) days prior to the Revolving Credit Termination Date. The Borrowers shall deposit with Chase on or before the Termination Date an amount equal to the amount by which (i) the Letter of Credit Exposure exceeds the Commitment or (ii) the Letter of Credit Exposure extends beyond the Revolving Credit Termination Date, which amount shall be repaid held by Chase for the benefit of the Lenders as cash collateral for all Reimbursement Obligations. Subject to the terms and reborrowed conditions of this Agreement, the Lenders agree to participate in the credit risk of each Letter of Credit, as follows: each Reimbursement Obligation shall be deemed to be a Revolving Credit Loan from each of the Lenders in accordance with each Lender's Pro Rata Commitment. Chase shall notify the provisions hereofLenders and the Agent of the creation of any Reimbursement Obligation within one day of any payment made by Chase pursuant to and under any Letter of Credit, and (iii) whereupon each Lender other than Chase shall not exceed remit to the Agent for any particular Borrower the lesser account of Chase the amount of such BorrowerLender's Borrowing Base andPro Rata Commitment in respect of the resulting Revolving Credit Loan thereby created together with interest thereon for the period from the date of such notice by Chase until the date the Agent receives such amount at a rate per annum equal to the average daily Federal Funds Rate for such period. Each Revolving Credit Loan resulting from the creation of a Reimbursement Obligation shall be deemed to be a Prime Rate Loan until notice, when aggregated if any, is received from the Borrower in accordance with all Loans then outstandingSection 4.4 hereof for conversion of such Loan to another type. Upon the Expiration Date or earlier termination of this Agreement, the commitment. If more than one Borrower desires agrees to make provide to Chase cash collateral or cash equivalent collateral having a Borrowing fair market value at least equal to the Letter of Credit Exposure on such date as security for payment of any Business Day, each Borrower, Reimbursement Obligation. (c) Subject to availability as offered by Lenders in their sole discretion and further subject to the terms and conditions contained herein, shall have of this Agreement (including the right to obtain up to the aggregate unused amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total of the base Commitments shall not exceed the lesser of the Commitment andand the further limits set forth in this Subsection (c)), for the Lenders may make Foreign Currency Loans to the Foreign Currency Borrowers under the Foreign Currency Notes. Notwithstanding anything in this Agreement, a Foreign Currency Loan shall not be funded on a pro-rata basis between the Lenders but shall be funded entirely by the Foreign Currency Lender from which it shall be requested. Each Foreign Currency Loan shall be repayable (principal and interest) in the same Foreign Currency in which the proceeds of such Foreign Currency Loan shall have been disbursed. The interest rate payable on each Foreign Currency Loan shall be the rate offered by the Foreign Currency Lender and accepted by the Foreign Currency Borrower in respect of such Foreign Currency Loan. Foreign Currency Loans may be borrowed by the Foreign Currency Borrowers subject to the following U.S. Dollar limits determined by applying the Applicable Exchange Rate: (i) ▇▇▇▇▇▇▇ International Marketing Corporation may borrow in Deutsche Marks at a Foreign Banking Office in the Federal Republic of Germany up to a combined aggregate principal amount of $4,000,000 outstanding at any particular Borrowerone time. (ii) Hurth Maschinen und Werkzeuge ▇▇▇▇▇.▇▇▇▇ may borrow in Deutsche Marks at a Foreign Banking Office in the Federal Republic of Germany up to an aggregate principal amount of $4,000,000 outstanding at any one time. (iii) ▇▇▇▇▇▇▇ International Marketing Corporation may borrow in Italian Lire at a Foreign Banking Office in the Republic of Italy up to an aggregate principal amount of $1,000,000 outstanding at any one time. (iv) ▇▇▇▇▇▇▇ Works (Holdings) Limited and ▇▇▇▇▇▇▇ Works Limited may borrow in Sterling at a Foreign Banking Office in the United Kingdom up to a combined, aggregate principal amount of $2,000,000 outstanding at any one time. If Loans shall be made to an Affiliate Borrower in an aggregate principal amount in excess of these stated limits, whether by operation of changes in the Applicable Exchange Rate or otherwise, such Borrower's Borrowing Base. Any revisions to Affiliate Borrower or the Base Commitment Primary Borrower shall become effective immediately repay such excess amount upon written notice to demand by the Bank from the Investment Advisor on behalf of the BorrowersAgent.

The Commitment. (a) ~ Subject to and upon the terms and conditions set forth hereinof this Agreement and the Conditions Precedent described in Section 4.1 below, and provided no Default has occurred and is continuing, the Bank agrees, at any time and from time to time on and after during the Effective Date and prior period from the date hereof to the Expiry Date, at the request of a Borrowerexpiration date as provided in Section ~2.6 hereof, to make Company Subsidiary Loans (each a "Loan" andto, collectivelyor on behalf of, the "Loans") to such BorrowerCompany Subsidiaries, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total aggregate principal amount which is outstanding at any one time of the base Commitments all such Company Subsidiary Loans shall not exceed the lesser of (i) the Commitment andaggregate approved principal amount of all Company Subsidiary Loans which have been approved by Bank under this Agreement from time to time, for or (ii) the amount permitted by the lesser of (a) the loan policy guidelines adopted by the Bank from time to time or (b) any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice regulatory limitations applicable to the Bank which are now or hereafter in effect (the "Commitment"). (b) Company Subsidiary Loans approved by Bank from time to time as provided herein shall be used by Company Subsidiaries solely for the Investment Advisor on behalf purpose of funding or financing the purchase of Mortgage Loans, or for the consolidation and refinancing of then existing Company Subsidiary Loans against the pledge of such Mortgage Loans. (c) All Company Subsidiary Loans outstanding prior to the date of this Agreement for the purpose of funding or financing the purchase of Pledged Mortgage Loans shall be treated as having been issued under, and shall be subject to the covenants of, this Agreement. The Company shall cause all of its Subsidiaries which have such Company Subsidiary Loans outstanding to become parties to this Agreement by executing counterpart signature pages in the form of Exhibit E. In the event that the terms of this Agreement shall conflict with the terms of the Borrowersloan documentation for such a Company Subsidiary Loan, the terms of this Agreement shall prevail, except for interest rate terms, which shall not be affected by the terms of this Agreement, and except that any Default under any such loan, which has not been cured or waived, shall remain in effect. (d) The warehousing credit line extended by the Bank to Tribeca Lending Corporation, a New York corporation and a Subsidiary of the Company shall be separate from and shall not be subject to this Agreement except as specifically otherwise provided in this Agreement.

The Commitment. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement and provided no Default or Event of Default has occurred and is continuing, the Bank agrees, at any time and Lender agrees from time to time on and after during the Effective period from the Closing Date and prior to, but not including, the Maturity Date, to make Advances to the Expiry DateBorrowers, 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 as the "Commitment." Within the Commitment, the Borrowers 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. Advances shall be made to New Jersey Mortgage, American Business Credit or Upland, as shall be requested by New Jersey Mortgage, American Business Credit or Upland, but each Advance, whether made to New Jersey Mortgage, American Business Credit or Upland shall be deemed made to or for the benefit of New Jersey Mortgage, American Business Credit and Upland, jointly and severally, and each Borrower shall be obligated to repay any Advances made to New Jersey Mortgage, American Business Credit or Upland under this Agreement. With respect to its obligation to repay Advances made to the other Borrowers, each Borrower agrees to the terms set forth in Exhibit P attached hereto and made a part hereof. (b) Advances shall be used by the Borrowers solely for the purpose of funding the acquisition or origination of Eligible Loans and shall be made at the request of the Borrowers, in the manner hereinafter provided in Section hereof, against the pledge of such Eligible Loans as Collateral therefor. The limitations on the use of Advances set forth on Exhibit M attached hereto and made a Borrower, to make Loans (each a "Loan" and, collectivelypart hereof shall be applicable. In addition, the "Loans"following limitations on the use of Advances shall be applicable: (1) 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 states of the United States or the District of Columbia. (c) No Advance shall exceed the following amount applicable to such Borrower, which Loans (i) shall, the type of Eligible Loan at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, time it is pledged to secure an Advance hereunder: (ii1) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstandingFor an Eligible Loan pledged hereunder, the commitment. If more than one Borrower desires to make amount set forth on Exhibit M attached hereto and made a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained herein, shall have the right to obtain up to the amount specified on Schedule I, shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitment, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions; provided, however, that the total of the base Commitments shall not exceed the lesser of the Commitment and, for any particular Borrower, such Borrower's Borrowing Base. Any revisions to the Base Commitment shall become effective upon written notice to the Bank from the Investment Advisor on behalf of the Borrowerspart hereof.

The Commitment. (aA) Subject to and upon the terms and conditions set forth herein, the Bank agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, at the request of a Borrower, to make Loans (each a "Loan" and, collectively, the "Loans") to such Borrower, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained hereinhereinafter provided, shall have the right to obtain up to the amount specified on Schedule Iincluding without limitation Sections 2.01(C), shall have the right to obtain up to the amount specified on Schedule I (the "Base Commitment"D) and (E) below, Bank agrees to the extent that any Borrower has not requested its Base Commitmentlend Borrower, the unused portion shall be available to other Borrowers on a pro rata basis in proportion to their Base Commitment. The Borrowers may from time to time revise their Base during the period from the date hereof to and including the Commitment if approved by Termination Date, such sums (the Board "Revolving Loans") as Borrower may request in an aggregate principal amount not to exceed at any time outstanding the amount of Trustees $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 each the Commitment and prior to the Commitment Termination Date, Borrower may borrow, repay and reborrow pursuant to this Section 2.01. (B) Subject to the terms and conditions of this Agreement, Bank shall from time to time on or before the Commitment Termination Date, (i) upon Borrower's request, issue transactional, international letters of credit for the account of Borrower and a copy of any such revisions is furnished relating to the Bank whereupon Schedule I hereto purchase of Inventory, all of which shall be deemed modified in form and substance satisfactory to reflect such revisionsBank ("Transactional Letters of Credit") and (ii) accept one or more drafts having a maximum maturity of sixty (60) days and drawn under Transactional Letters of Credit ("Acceptances"); provided, however, that at no time shall the total aggregate amount (x) available to be drawn under Transactional Letters of Credit plus (y) of the base Commitments 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 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 contrary, if Charter Cargo Corporation shall not exceed repay to ▇▇▇▇ Cargo on or before April 15, 1996 the lesser sum of $8,000,000 due to ▇▇▇▇ Cargo pursuant to the Agreement dated as of April 15, 1994 between ▇▇▇▇ Cargo and Charter Cargo Corporation, the Commitment andshall automatically, for any particular Borrowerirrevocably, such Borrower's Borrowing Base. Any revisions and without notice, as of April 15, 1996, be reduced to the Base Commitment shall become effective $20,500,000.Immediately upon written notice to the Bank from the Investment Advisor on behalf of the Borrowers.such

The Commitment. (a) Subject to On and upon the terms and conditions set forth herein, the Bank agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, at the request of a Borrower, to make Loans (each a "Loan" and, collectively, the "Loans") to such Borrower, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, LIBOR Loans or NIBOR Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any particular Borrower the lesser of such Borrower's Borrowing Base and, when aggregated with all Loans then outstanding, the commitment. If more than one Borrower desires to make a Borrowing on any Business Day, each Borrower, subject to the terms and conditions contained hereinhereof, shall have including entry of the right Approval Order, each Commitment Party and Reserve Party agrees, severally and not jointly, to obtain up fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are owned by it (or such managed funds or accounts) as of the Rights Offering Expiration Time pursuant to the amount specified on Schedule I, shall have the right Rights Offering and duly purchase all Rights Offering Shares issuable to obtain up it pursuant to the amount specified on Schedule I such exercise (the "Base Commitment") and to the extent that any Borrower has not requested its Base Commitmentcollectively, the unused portion shall be available “Pro Rata Claim Shares”), in accordance with the Rights Offering Procedures and the Plan (with respect to other Borrowers on a pro rata basis in proportion to their Base each of the Reserve Parties, the “Reserve Party Commitment. The Borrowers may from time to time revise their Base Commitment if approved by the Board of Trustees of each Borrower and a copy of any such revisions is furnished to the Bank whereupon Schedule I hereto shall be deemed modified to reflect such revisions”); provided, howeverthat, that in each case, any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Party, the total Company and the Reorganized Debtors as a result of any breach of its obligations hereunder. On and subject to the terms and conditions hereof, including the entry of the base Commitments Confirmation Order, each Commitment Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall not exceed sell to such Commitment Party (or such managed funds or accounts), on the lesser Closing Date for the applicable aggregate Per Share Purchase Price, the number of Unsubscribed Shares equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Shares (together with the obligations of the Commitment and, for any particular Borrower, such Borrower's Borrowing Base. Any revisions Parties to purchase pursuant to the Base preceding sentence, the “Commitment”), rounded among the Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine in their sole discretion (provided, that in no event shall become effective upon written notice such rounding reduce the aggregate commitment of such Commitment Parties); provided, that any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Party, the Company and the Reorganized Debtors as a result of any breach of its obligations hereunder. (b) On and subject to the Bank from the Investment Advisor on behalf terms and conditions hereof, including (i) entry of the BorrowersApproval Order and the Confirmation Order and (ii) Section 2.4(c) and Section 9.6 hereof, QPGL shall purchase, and the Reorganized Company shall sell to QPGL, on the Closing Date for the applicable aggregate Per Share Purchase Price, the QP Private Placement Shares (the “QP Commitment”).