Exhibit 10.12

Execution copy

AMENDED AND RESTATED VARIABLE FUNDING LOAN AGREEMENT

dated as of November 19, 2004

among

▇▇ ▇▇▇▇ TRUST,

(successor by assignment from Enterprise Funding Corporation)

a Lender,

ATLANTIC ASSET SECURITIZATION CORP.,

a Lender,

MID-STATE TRUST IX,

the Borrower,

WACHOVIA BANK, NATIONAL ASSOCIATION
(formerly known as First Union National Bank),

the Custodian/Collateral Agent,

BANK OF AMERICA, N.A.,

as the Agent, a Managing Agent and a Bank Investor

and

CALYON NEW YORK BRANCH,

a Managing Agent and a Bank Investor

TABLE OF CONTENTS

AMENDED AND RESTATED VARIABLE FUNDING LOAN AGREEMENT

AMENDED AND RESTATED VARIABLE FUNDING LOAN AGREEMENT (this “Loan Agreement”), dated as of November 19, 2004, by and among ▇▇ ▇▇▇▇ TRUST, a Delaware statutory trust (successor by assignment from Enterprise Funding Corporation, and together with its successors and assigns, a “Lender”), ATLANTIC ASSET SECURITIZATION CORP., a Delaware corporation (together with its successors and assigns, a “Lender”), MID-STATE TRUST IX, a Delaware business trust, as borrower (the “Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as custodian and collateral agent (the “Collateral Agent”), BANK OF AMERICA, N.A., a national banking association, as agent and a managing agent (in such capacities, the “Agent” and a “Managing Agent” and as a bank investor (in such capacity, a “Bank Investor”) and CALYON NEW YORK BRANCH, a French bank acting through its New York branch, as a managing agent (in such capacity, a “Managing Agent” and as a bank investor (in such capacity, a “Bank Investor”).

PRELIMINARY STATEMENTS

WHEREAS, the Borrower has been established pursuant to the Trust Agreement dated as of February 5, 2001, as amended or modified from time to time;

WHEREAS, on the Closing Date, and from time to time pursuant to the Depositor Account Transfer Agreement dated as of the date hereof, as amended or restated from time to time (the “DAT Agreement”), ▇▇▇ ▇▇▇▇▇▇ Homes, Inc. (the “Originator”) and the Eligible Originators party thereto have agreed to convey certain Accounts to Mid-State Homes, Inc. (the “Depositor”), and the Depositor, pursuant to the Borrower Account Transfer Agreement dated as of the date hereof, as amended or restated from to time (the “BAT Agreement”), has agreed to convey certain Accounts to the Borrower;

WHEREAS, pursuant to the Custodian/Collateral Agent Agreement dated as of the date hereof (the “CCA Agreement”), and as collateral security for its obligations under this Loan Agreement and the Variable Funding Notes, the Borrower has agreed to assign all Accounts purchased by it, all of its rights under the DAT Agreement, the BAT Agreement, the Master Servicing Agreement and the Subservicing Agreement, and all of its right, title, interest in and to certain bank accounts and certain other collateral, and to deliver any notes evidencing indebtedness and certain other documents related to the Accounts, to the Collateral Agent for the benefit of the Secured Parties and to take such other steps as set forth in the CCA Agreement to create and perfect a first lien in all such rights in favor of the Collateral Agent, for the benefit of the Secured Parties;

WHEREAS, the Borrower has requested that the Lenders and/or Bank Investors make Loans to the Borrower, from time to time, which will be secured by the Collateral described above and evidenced by Variable Funding Notes, the proceeds of which will be used to purchase the Accounts;

WHEREAS, subject to the terms and conditions set forth herein, the Bank Investors are willing to make the Loans to the Borrower; and

WHEREAS, the Surety Provider intends to issue a financial guaranty insurance policy with respect to certain amounts owed by the Borrower hereunder and under the Variable Funding Notes.

NOW, THEREFORE, in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE 1

GENERAL

Section 1.1.                                   Certain Defined Terms.  Capitalized terms used in this Loan Agreement shall have the meanings given such terms in Annex A hereto, unless otherwise defined herein.

Section 1.2.                                   Other Terms.  All terms defined directly or by incorporation herein shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein.  For purposes of this Loan Agreement and all such certificates and other documents, unless the context otherwise requires:  (a) accounting terms not otherwise defined herein, and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under, and shall be construed in accordance with, GAAP; (b) terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof”, “herein” and “hereunder” and words of similar import refer to this Loan Agreement (or other document in which they are used) as a whole and not to any particular provision of this Loan Agreement (or such certificate or document); (e) references to any Section, Schedule, Annex or Exhibit are references to Sections, Schedules, Annexes and Exhibits in or to this Loan Agreement (or the certificate or other document in which the reference is made) and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any Law refer to that Law as amended from time to time and include any successor Law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and permitted assigns; and (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 1.3.                                   Computation of Time Periods.  Unless otherwise stated in this Loan Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

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ARTICLE 2

AMOUNT AND TERMS OF COMMITMENT

Section 2.1.                                   Revolving Credit Facility.

(a)                                  Subject to the terms and conditions hereof, on the date hereof (the “Amendment Date”), and thereafter from time to time until the Facility Termination Date, upon the request of the Borrower in accordance with Section 2.3 hereof, each Lender may, in its sole discretion, make loans to the Borrower (each, a “Loan”) ratably in accordance with its Group’s Commitment, and if a Lender declines to make a Loan, its Group’s Bank Investors shall make such Loan ratably in accordance with its Group’s Commitment, all from time to time as permitted by this Loan Agreement; provided, however, that in no event shall either Lender nor any Bank Investor make any Loan if, after giving effect to such Loan, either (a) the Net Investment would exceed the Maximum Net Investment or (b) a Borrowing Base Deficiency would exist.  In the event that any Lender or Bank Investor fails to make a Loan for any reason, any other Lender may elect to assume the full funding obligation of such Lender or Bank Investor under this Agreement.  In the case such Lender elects to assume such funding obligations, it would also inherit the right to receive any and all fees and interest that would be due to the non-performing Lender or Bank Investor (if not for its failure to make the related Loan).

(b)                                 Variable Funding Notes.  The Loans made by each Group shall be evidenced by promissory notes of the Borrower, substantially in the form of Exhibit A hereto (the “VFN” or “Variable Funding Notes”), payable to the order of the related Managing Agent for such Group for the account of the related Lender or Bank Investors, as applicable.  Each Managing Agent shall record the date and amount of each Loan made and the date and amount of each payment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded.  Each VFN shall (a) be dated the date hereof, (b) be stated to mature on the Scheduled Termination Date, and (c) provide for the payment of principal, interest and fees in accordance with Section 2.5 and Section 2.6 hereof.

Section 2.2.                                   [Reserved].

Section 2.3.                                   Loan Requests.

(a)                                  Notice.  Prior to the Facility Termination Date, the Borrower may request Loans on any Business Day by delivering to the Agent and each Managing Agent irrevocable notice of each borrowing via facsimile in the form of Exhibit B hereto (a “Borrowing Request”) by 12:00 Noon (New York City time) (i) on the related Determination Date with respect to Loans to be made on a Remittance Date, (ii) at least one (1) Business Day prior to the proposed Loan Date with respect to any Loan which is to be made on any other Loan Date and for which the related Borrowing Request specifies the CP Rate as the desired Rate Type and (iii) at least three (3) Business Days prior to the proposed Loan Date with respect to any Loan which is to be made on any other Loan Date and for which the related Borrowing Request specifies either the Offshore Rate or the Base Rate as the desired Rate Type or for which such Borrowing Request is delivered when any Tranche accruing Discount at either such Rate Type has a Rate Period that

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has not yet then expired.  The Borrowing Request shall specify (a) the proposed date for such Loan (the “Loan Date”), (b) the amount of the Loan requested, which shall be at least $1,000,000 and integral multiples of $100,000 in excess thereof or, to the extent that the then available unused portion of the Maximum Net Investment is less than such amount, such lesser amount equal to such available unused portion of the Maximum Net Investment, (c) the desired Rate Period and Rate Type related thereto pursuant to Section 2.4 and (d) whether the request is to a Lender or the Bank Investors.  Each Borrowing Request shall be irrevocable and binding on the Borrower and the Borrower shall indemnify the Lenders, the Bank Investors, the Managing Agents and the Agent against any loss or reasonable expense incurred by any Lender, any Bank Investor, any Managing Agent or the Agent, either directly or through any Program Support Agreement, as a result of any failure by the Borrower to complete such borrowing, including, without limitation, any loss or reasonable expense incurred by any Lender, any Bank Investor, any Managing Agent or the Agent, either directly or pursuant to any Program Support Agreement, by reason of the liquidation or reemployment of funds acquired by any Lender, any Bank Investor, any Managing Agent or the Agent or Program Support Provider (including, without limitation, funds obtained by issuing commercial paper or promissory notes or obtaining deposits as loans from third parties) for the Lenders to fund such borrowing.

(b)                                 Lender Acceptance or Rejection.  Each Managing Agent will promptly notify the related Lender and the Surety Provider, of the receipt of any Borrowing Request.  With respect to each Group, if the Borrowing Request is received prior to the related Lender Investment Termination Date, such Lender, in its sole discretion, shall instruct the related Managing Agent to accept or reject such Borrowing Request by notice given to the Borrower and the such Managing Agent by telephone or facsimile by no later than the close of business on the Business Day such Lender receives any such Borrowing Request.

(c)                                  Bank Investor’s Commitment.  At no time will any Lender have any obligation to fund a Loan.  Subject to the conditions set forth herein, at all times on and after the related Lender Investment Termination Date and prior to the Facility Termination Date, all Loans shall be made by each Managing Agent on behalf of the related Bank Investors.  At any time when a Lender has rejected a request for a Loan, the related Managing Agent shall so notify the related Bank Investors, and the Surety Provider and the Bank Investors shall make such Loan, on a pro rata basis, in accordance with their respective Pro Rata Shares.  Notwithstanding anything contained in this Section 2.3(c) or elsewhere in this Loan Agreement to the contrary, no Bank Investor (including in its capacity as a Program Support Provider pursuant to the Program Support Agreement to which it is a party) shall be obligated to provide the Agent or the Borrower with funds in connection with the Net Investment in an amount that would result in the portion of the Net Investment then funded by it exceeding the dollar amount of its Commitment then in effect.  The obligation of each Bank Investor to remit its Pro Rata Share of any such Loan shall be several from that of each other Bank Investor, and the failure of any Bank Investor to so make such amount available to the Lender shall not relieve any other Bank Investor of its obligation hereunder.

(d)                                 Payment of Loans.  With respect to each Group, on any Loan Date, the related Lender or the related Bank Investor, as the case may be, shall remit its share of the aggregate amount of such Loan (determined pursuant to Section 2.3(b) and (c) hereof) to the account of the related Managing Agent specified therefor from time to time by such Managing

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Agent by notice to such Persons by wire transfer of same day funds. Following each Managing Agent’s receipt of funds from the Lenders or Bank Investors as aforesaid, such Managing Agent shall remit such funds received to the Borrower’s account at the location indicated in Section 8.3 by wire transfer of same day funds.

(e)                                  Managing Agents May Advance Funds.  With respect to each Group, unless the related Managing Agent shall have received notice from any Bank Investor or the related Lender that such Person will not make its share of any Loan available on the applicable Loan Date therefor, such Managing Agent may (but shall have no obligation to) make any such Bank Investor’s share of any Loan available to the Borrower in anticipation of the receipt by such Managing Agent of such amount from the applicable Bank Investor.  To the extent any such Bank Investor fails to remit any such amount to a Managing Agent after any such advance by such Managing Agent on such Loan Date, such Bank Investor shall be required to pay such amount to such Managing Agent for its own account, together with interest thereon at a per annum rate equal to the Federal Funds Rate, upon its demand therefor (provided that no Lender shall have an obligation to pay such interest amounts except to the extent that it shall have sufficient funds to pay the face amount of its Commercial Paper in full).  Until such amount shall be repaid, such amount shall be deemed to be Net Investment paid by a Managing Agent and such Managing Agent shall be deemed to have an interest in the Net Investment hereunder to the extent of such Loan.  Upon the payment of such amount to a Managing Agent by such Bank Investor, such payment shall constitute such Person’s payment of its share of the applicable Loan.

(f)                                    Defaulting Bank Investor.  If, by 2:00 p.m. (New York City time) on any Loan Date, whether or not a Managing Agent has advanced the amount of the applicable Loan, one or more Bank Investors (each, a “Defaulting Bank Investor”, and each Bank Investor other than any Defaulting Bank Investor being referred to as a “Non-Defaulting Bank Investor”) fails to make its Pro Rata Share of any Loan available to the Agent pursuant to Section 2.3(d) or any Assignment Amount payable by it pursuant to Section 2.14(a) (the aggregate amount not so made available to a Managing Agent being herein called in either case the “Loan Deficit”), then the related Managing Agent shall, by no later than 2:30 p.m. (New York City time) on the applicable Loan Date or the applicable Assignment Date, as the case may be, instruct each Non-Defaulting Bank Investor to pay, by no later than 3:00 p.m. (New York City time), in immediately available funds, to the account designated by such Managing Agent, an amount equal to the lesser of (i) such Non-Defaulting Bank Investor’s proportionate share (based upon the relative Commitments of the Non-Defaulting Bank Investors) of the Loan Deficit and (ii) its unused Commitment.  A Defaulting Bank Investor shall forthwith, upon demand, pay to such Managing Agent for the ratable benefit of the Non-Defaulting Bank Investors all amounts paid by each Non-Defaulting Bank Investor on behalf of such Defaulting Bank Investor, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Bank Investor until the date such Non-Defaulting Bank Investor has been paid such amounts in full, at a rate per annum equal to the sum of the Base Rate, plus 2.00% per annum.  In addition, if, after giving effect to the provisions of the immediately preceding sentence, any Loan Deficit with respect to any Assignment Amount continues to exist, each such Defaulting Bank Investor shall pay interest to the related Managing Agent, for the account of the related Lender, on such Defaulting Bank Investor’s portion of such remaining Investment Deficit, at a rate per annum, equal to the sum of the Base Rate, plus 2.00% per annum, for each day from the applicable

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Assignment Date until the date such Defaulting Bank Investor shall pay its portion of such remaining Loan Deficit in full to such Lender.

Section 2.4.                                   Determination of Discount and Rate Periods.

(a)                                  Tranches.

(i)                                     The Net Investment shall be allocated to tranches (each a “Tranche”) having Rate Periods and accruing Discount at the Rate Types specified and determined in accordance with this Section 2.4.  At any time, each Tranche shall have only one Rate Period and one Rate Type.

(ii)                                  The Borrower shall give each Managing Agent irrevocable notice by telephone of each requested Rate Period and Rate Type by 12:00 Noon (New York City time) (i) at least one (1) Business Day prior to the requested Loan Date or the expiration of any then existing Rate Period, as applicable, with respect to any Loan or Tranche for which the Borrower specifies the CP Rate as the desired Rate Type and (ii) at least three (3) Business Days prior to the requested Loan Date or the expiration of any then existing Rate Period, as applicable, with respect to any Loan or Tranche for which the Borrower specifies either the Offshore Rate or the Base Rate as the desired Rate Type or for which such notice is delivered when any Tranche accruing Discount at either such Rate Type has a Rate Period that has not yet then expired; provided, however, that each Managing Agent may select, in its sole discretion, any such Rate Period or Rate Type if (i) the Borrower fails to provide such notice on a timely basis or (ii) a Managing Agent determines, in its sole reasonable discretion, that the Rate Period or Rate Type requested by the Borrower is unavailable or for any reason commercially undesirable to the related Lender, related Managing Agent, the Agent or the Bank Investors.

(b)                                 Net Investment held on behalf of Lenders.  At all times on and after the Closing Date, but prior to the Facility Termination Date, solely with respect to any Tranche held on behalf of a Lender at any time when such Lender funds such Tranche through the issuance of Commercial Paper, the Borrower may, subject to the related Managing Agent’s approval and the limitations described in clause (a)(ii) above, request Rate Periods and Rate Types and allocate a Tranche to each selected Rate Period, so that the aggregate Tranches allocated to outstanding Rate Periods at all times shall equal the Net Investment held on behalf of such Lender.  Each Lender confirms that it is its intention to allocate all or substantially all of the Net Investment held on its behalf to one or more Rate Periods with respect to which the Discount applicable thereto is calculated by reference to the CP Rate; provided that either Managing Agent may determine, from time to time, in its sole reasonable discretion, that funding such Net Investment by means of one or more such Rate Periods or Rate Types is not possible or is not desirable for any reason.

(c)                                  Net Investment funded pursuant to Program Support Agreement.  Each Rate Period applicable to any Tranche funded pursuant to a Program Support Agreement shall be a period, selected by each Managing Agent, and Discount with respect thereto shall be calculated by reference to the Alternate Rate.

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(d)                                 Net Investment held on behalf of Bank Investors.  With respect to any Tranche held on behalf of the Bank Investors (or any of them), if prior to the Facility Termination Date, the Rate Period applicable thereto shall be determined in accordance with Section 2.4(a)(ii) hereof.

(e)                                  Offshore Rate Protection; Illegality.

(i)                                     If the Managing Agents are unable to obtain on a timely basis the information necessary to determine the Offshore Rate for any proposed Rate Period, then

(A)                              the Managing Agents shall forthwith notify the related Lender or Bank Investors, as applicable, and the Borrower that the Offshore Rate cannot be determined for such Rate Period, and

(B)                                while such circumstances exist, none of the Lenders, the Bank Investors or the related Managing Agent shall allocate any Tranches with respect to Loans made during such period or reallocate any Tranches allocated to any then existing Rate Period ending during such period, to a Rate Period with respect to which Discount is calculated by reference to the Offshore Rate.  Discount related to any such Tranches shall be calculated according to the Base Rate while such circumstances exist.

(ii)                                  If, with respect to any outstanding Rate Period, the Lenders or any of the Bank Investors on behalf of which the Managing Agents hold any Tranche notifies the related Managing Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Tranche or that the Offshore Rate applicable to such Tranche will not adequately reflect the cost to the Person of funding or maintaining such Tranche for such Rate Period, then (A) such Managing Agent shall forthwith so notify the Borrower, the Lenders and the Bank Investors and (B) upon such notice and thereafter while such circumstances exist none of the Managing Agents, the Lenders or the Bank Investors, as applicable, shall allocate any other Tranche with respect to Investments made during such period or reallocate any Tranche allocated to any Rate Period ending during such period, to a Rate Period with respect to which Discount is calculated by reference to the Offshore Rate.  Discount related to any such Tranches shall be calculated according to the Base Rate while such circumstances exist.

(iii)                               Notwithstanding any other provision of this Loan Agreement, if the Lenders or any of the Bank Investors, as applicable, shall notify the Managing Agents that such Person has determined (or has been notified by any Program Support Provider) that the introduction of or any change in or in the interpretation of any Law makes it unlawful (either for such Lender, such Bank Investor, or such Program Support Provider, as applicable), or any central bank or other Governmental Authority asserts that it is unlawful, for such Lender, such Bank Investor or such Program Support Provider, as applicable, to fund or maintain any Tranche accruing Discount calculated by reference to the Offshore Rate, then (A) as of the effective date of such notice from such Person to the Agent, the obligation or ability of such Lender or such Bank Investor, as applicable, to

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fund the making or maintenance of any Tranche accruing Discount calculated by reference to the Offshore Rate shall be suspended until such Person notifies the related Managing Agent that the circumstances causing such suspension no longer exist and (B) each Tranche made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche accruing Discount calculated by reference to the Offshore Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue Discount calculated by reference to the Base Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche accruing Discount calculated by reference to the Offshore Rate until the end of the applicable Rate Period, such Person’s share of such Tranche allocated to such Rate Period shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Rate Period.

(f)                                    At all times on and after the occurrence of the Facility Termination Date, the Agent shall select all Rate Periods and Rate Types applicable thereto.

Section 2.5.                                   Payment of Principal, Interest and Other Amounts.

(a)                                  The Borrower will duly and punctually pay or cause to be paid amounts due in respect of principal and interest on the VFN in accordance with the terms of this Loan Agreement, the applicable Fee Letter, the VFN and the CCA Agreement.  Without limiting the foregoing, the Borrower will cause to be delivered to the Collateral Agent all amounts on deposit in the Holding Account when and as required by the Master Servicing Agreement for application as provided in the CCA Agreement.  The Borrower shall also pay or cause to be paid all other amounts payable by or on behalf of the Borrower pursuant to this Loan Agreement, the applicable Fee Letter, the VFN and the CCA Agreement to the parties entitled thereto in accordance with the terms hereof and in the manner and order of priority provided in the CCA Agreement.

(b)                                 Breach of Representation or Warranty.  If on any day any of the representations or warranties with respect to eligibility set forth in Section 3.1(j) hereof was or becomes untrue with respect to an Account (whether on or after the date of the pledge thereof to the Collateral Agent, for the benefit of the Secured Parties), the Borrower shall be deemed to have received on such day a Collection of such Account in full and the Borrower shall on such day pay to the Master Servicer from funds other than actual Available Collections (other than actual Collections otherwise distributable to the Borrower under Section 4.1(d) of the CCA Agreement) an amount equal to the unpaid balance of such Account and such amount shall be allocated and applied by as a Collection in accordance with Article II of the Master Servicing Agreement and the CCA Agreement.

Section 2.6.                                   Mandatory and Optional Prepayments.

(a)                                  On each Remittance Date following the Facility Termination Date, Available Collections shall be applied to reduce the Net Investment in accordance with Section 4.1(d)(viii) of the CCA Agreement.

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(b)                                 Prior to the Facility Termination Date, upon the occurrence of a Borrowing Base Deficiency, the Borrower shall either: (i) within five (5) Business Days (the “Deficiency Cure Period”) deliver or cause to be delivered additional Eligible Accounts to the Collateral Agent or deposit or cause to be deposited cash into the Principal Payment Account, in either case, in an amount (based , in the case of Eligible Accounts, on the lesser of the APB and AMV thereof on the date of delivery, as determined by the Agent) at least equal to such Borrowing Base Deficiency or (ii) in the event that the Borrowing Base Deficiency arises as a result of the determination of Market Value pursuant to clause (ii) of the definition thereof, at the Borrower’s option either (A) follow the procedures set forth in clause (i) of this Section 2.6(b) or (B) may employ the procedures set forth in the definition of Market Value, and upon a final determination of Market Value as contemplated therein, to the extent that a Borrowing Base Deficiency still exists after using the final determination of Market Value, then, the Borrower shall follow the procedures set forth in clause (i) of this Section 2.6(b); provided that in such event, the Deficiency Cure Period shall be fifteen (15) Business Days following the occurrence of a Borrowing Base Deficiency.  Funds deposited in the Principal Payment Account shall be applied to the reduction of the Net Investment in the manner and subject to the priority of payments provided in Section 4.1(c) of the CCA Agreement.  Any cash deposited by the Borrower pursuant to this Section 2.6(b) shall be made from funds other than Available Collections otherwise distributable to the Borrower pursuant to Section 4.1(d) of the CCA Agreement, which may be used by the Borrower for such purpose.

(c)                                  [Reserved].

(d)                                 [Reserved].

(e)                                  [Reserved].

(f)                                    The Borrower shall have the right on any date, upon written notice to the related Managing Agent not later than two (2) Business Days prior to such date, to deposit into the Principal Payment Account prepayments of principal on the VFN.  Any such prepayment (i) shall be at least $1,000,000 and integral multiples of $100,000 in excess thereof and (ii) shall be made from funds other than Available Collections, other than Available Collections otherwise distributable to the Borrower pursuant to Section 4.1(d) of the CCA Agreement, which may be used by the Borrower for such purpose.

(g)                                 With respect to each Group, each Managing Agent agrees that amounts paid to the Managing Agents from amounts deposited in the Principal Payment Account pursuant to the provisions of the CCA Agreement shall be applied pro rata to repay: (i) maturing Tranches, Related Liquidity Draw or related Credit Support Disbursements as they mature or (ii) upon the Borrower’s request, with the approval of the related Managing Agent, in its sole discretion (except with respect to amounts deposited pursuant to Section 2.6(f) hereof as to which no such approval shall be required), any other Tranche; provided that the Borrower shall pay any costs incurred in connection with such repayment in accordance with Section 7.4(b) and (c) hereof.  The Net Investment shall be reduced by any amounts withdrawn and paid to or at the direction of such Managing Agent from the Principal Payment Account.

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(h)                                 The entire principal balance of the VFN shall be due and payable on the applicable Stated Maturity Date together with all accrued and unpaid interest thereon.

Section 2.7.                                   Proceeds.  The proceeds of the Loans shall be used by the Borrower solely to purchase Accounts and to pay other amounts expressly permitted under the terms and conditions of the Operative Documents.

Section 2.8.                                   Pledged Accounts.

(a)                                  The Borrower shall establish, on or prior to the Closing Date, an Eligible Bank Account No. 4072874419) at the Collateral Agent in the name of the Collateral Agent (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties.

(b)                                 The Borrower shall establish, on or prior to the Closing Date, an Eligible Bank Account (No. 4072874428) at the Collateral Agent in the name of the Collateral Agent (the “Reserve Account”) bearing a designation clearly indicating that the funds deposited therein are for the benefit of the Secured Parties.

(c)                                  The Borrower shall establish, on or prior to the Closing Day, an Eligible Bank Account (No. 2090000975525) at the Collateral Agent in the name of the Collateral Agent (the “Holding Account”) bearing a designation clearly indicating that the funds deposited therein are for the benefit of the Secured Parties.

(d)                                 The Borrower shall establish, on or prior to the Closing Date, an Eligible Bank Account (No. 1076010533) at the Agent (the “Principal Payment Account”) bearing a designation clearly indicating that the funds deposited therein are for the benefit of the Secured Parties.

(e)                                  If at any time the Collection Account, the Reserve Account, the Principal Payment Accounts or the Holding Account shall no longer be an Eligible Bank Account, then the Borrower shall, within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Controlling Party shall consent), cause such account and the funds on deposit therein to be moved so that such account shall be an Eligible Bank Account.  The Borrower shall immediately notify the Agent and the Surety Provider of the new location and account number of such account.  For purposes of this Loan Agreement, the term “Eligible Bank Account” shall mean, if such bank account does not meet the requirements of paragraphs (a) and (b) of such definition, a bank account otherwise acceptable to the Controlling Party.

Section 2.9.                                   Payments and Computations, Etc.

(a)                                  On the second Business Day preceding a Determination Date relating to a Loan Date, the Borrower shall request from the Agent, and the Agent shall provide to the Borrower, the Market Discount Rate applicable to the related Loan Date.  On any other date on which a Managing Agent requests the Borrower to determine the Market Value of the Eligible Accounts, the Agent shall provide the Market Discount Rate applicable to such date to the Borrower.  On each Determination Date on which a Borrowing Request is made and within one Business Day of a written request from a Managing Agent, the Borrower shall calculate the

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APB, AMV and the Borrowing Base, using, in the case of the AMV, the Market Discount Rate supplied by the Agent.  Neither any Lender, any Bank Investor, the Surety Provider, any Managing Agent nor the Agent shall be bound by, any calculation of the APB, the AMV or the Borrowing Base by the Borrower.

(b)                                 All amounts to be paid or deposited by the Borrower hereunder or under the CCA Agreement shall be paid or deposited in accordance with the terms hereof or thereof no later than 11:00 a.m. (New York City time) on the day when due in immediately available funds, payable to the Managing Agents, on behalf of the related Lender or the Bank Investors, as applicable.  Such payment shall be paid or deposited in the account indicated under the heading “Payment Information” in Section 8.3, until otherwise notified by the Managing Agents.  The Borrower shall, to the extent permitted by Law, pay to the Managing Agents, for the benefit of the Lenders or Bank Investors, as applicable, upon demand, interest on all amounts not paid or deposited when due hereunder (“Default Interest”) at a rate equal to 2.00% per annum, plus the Base Rate (the “Default Rate”).  Default Interest shall be paid in accordance with Section 4.2(d) of the CCA Agreement.  All computations of Discount and all per annum fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.  Any computations by the Managing Agents of amounts payable by the Borrower hereunder shall be binding upon the Borrower absent manifest error.

Section 2.10.                             Reports.  On each Determination Date, the Borrower shall cause the Master Servicer to provide to the Managing Agents, the Agent and the Surety Provider (a) the Master Servicer’s Monthly Certificate for the related Collection Period, (b) a Schedule of Accounts with respect to all Accounts owned by the Borrower and (c) such other information as the Managing Agents, the Agent or the Surety Provider may reasonably request.

Section 2.11.                             [Reserved]

Section 2.12.                             Sharing of Payments, Etc.  If any Lender or any Bank Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the portion of the Net Investment funded or maintained by it (other than pursuant to the applicable Fee Letter, Section 2.16(b) or Article VII and other than as a result of the differences in the timing of the applications of Available Collections) in excess of its ratable share of payments on account of the Net Investment obtained by the Recipient entitled thereto, such Recipient shall forthwith purchase from the Lenders or Bank Investors entitled to a share of such amount participations in the portions of the Net Investment funded or maintained by such Persons as shall be necessary to cause such Recipient to share the excess payment ratably with each such other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such Recipient, such purchase from each such other Person shall be rescinded and each such other Person shall repay to the Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery, together with an amount equal to such other Person’s ratable share (according to the proportion of (a) the amount of such other Person’s required payment to (b) the total amount so recovered from the Recipient) of any interest or other amount paid or payable by the Recipient in respect of the total amount so recovered.

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Section 2.13.                             Right of Setoff.  Without in any way limiting the provisions of Section 2.12, each of the Managing Agents, the Agent, each Lender and each Bank Investor is hereby authorized (in addition to any other rights it may have) at any time after the occurrence of the Facility Termination Date due to the occurrence of an Event of Default or Facility Termination Event or during the continuance of a Potential Event of Default, Event of Default, Potential Facility Termination Event or Facility Termination Event to set-off, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by the Managing Agents, the Agent, such Lender or such Bank Investor to, or for the account of, the Borrower.  The applicable Managing Agent shall cause any amounts so set-off to be deposited in the Collection Account, for application by the Collateral Agent in accordance with Section 4.1(d) of the CCA Agreement.

Section 2.14.                             Assignment by Lenders to Bank Investors.

(a)                                  Assignment Amounts.  At any time on or prior to the Scheduled Termination Date, if any Managing Agent on behalf of one of the Lenders so elects, by written notice to the Agent, the Borrower hereby irrevocably requests and directs that the related Lender assign, and such Lender does hereby assign effective on the Assignment Date referred to below all or such portions as may be elected by such Lender of, its interest in the Net Investment at such time to the Bank Investors pursuant to this Section 2.14 and the Borrower hereby agrees to pay the amounts described in Section 2.14; provided, however, that unless such assignment is an assignment of all of such Lender’s interest in the Net Investment in whole on or after the related Lender Investment Termination Date, no such assignment shall take place pursuant to this Section 2.14 if a Borrowing Base Deficiency shall then exist; and provided, further, that no such assignment shall take place pursuant to this Section 2.14 at a time when an Event of Bankruptcy with respect to such Lender exists.  No further documentation or action on the part of such Lender or the Borrower shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Managing Agent on behalf of such Lender referred to in such sentence and the delivery by the Agent of a copy of such notice to each Bank Investor (the date of the receipt by the Agent of any such notice being the “Assignment Date”).  Each Bank Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the related Lender in immediately available funds to an account designated by the related Managing Agent.  Upon payment of its Assignment Amount, each Bank Investor shall acquire an interest in the Net Investment equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it).  Upon any assignment in whole by a Lender to the Bank Investors on or after the related Lender Investment Termination Date as contemplated hereunder, such Lender shall cease to make any additional Loans hereunder.  At all times prior to the related Lender Investment Termination Date, nothing herein shall prevent such Lender from making a subsequent Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 2.14 or from making more than one assignment pursuant to this Section 2.14.

(b)                                 Bank Investor’s Obligation to Pay Certain Amounts; Additional Assignment Amount.  The Bank Investors shall pay to the Managing Agents, in accordance with their Pro Rata Shares, for the account of the related Lender, in connection with any assignment by such Lender to the Bank Investors pursuant to this Section 2.14 an aggregate amount equal to

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all Discount to accrue through the end of each outstanding Rate Period to the extent attributable to the portion of the Net Investment so assigned to the Bank Investors (as determined immediately prior to giving effect to such assignment), plus all other Aggregate Unpaids (other than the Net Investment and other than any Discount not described above).  Such amounts shall be additional consideration for the interests assigned to the Bank Investors and the amount of the “Net Investment” hereunder held by the Bank Investors shall be increased by an amount equal to the additional amount so paid by the Bank Investors.

(c)                                  [Reserved

(d)                                 [Reserved].

(e)                                  Recovery of Net Investment.  In the event that the aggregate of the Assignment Amounts paid by the Bank Investors pursuant to this Section 2.14 on any Assignment Date occurring on or after the related Lender Investment Termination Date is less than the Net Investment of a Lender on such Assignment Date, then to the extent of amounts received by the Agent  in respect of the Net Investment in accordance with Section 4.1(d) of the CCA Agreement exceed the aggregate of the unrecovered Assignment Amounts and Net Investment funded by the Bank Investors, such excess shall be remitted by the related Managing Agent to such Lender rather than to such Bank Investors.

Section 2.15.                             Downgrade of Bank Investor.

(a)                                  Downgrades Generally.  If at any time on or prior to the Scheduled Termination Date, the short term debt rating of any Bank Investor shall be “A-2” or “P-2” from S&P or ▇▇▇▇▇’▇, respectively, with negative credit implications, such Bank Investor, upon request of the Agent, shall, within thirty (30) days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2” or “P-2” from S&P or ▇▇▇▇▇’▇, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Lender, the Agent, the related Managing Agent and the Borrower (in the Borrower’s case, in its reasonable discretion)).  If the short term debt rating of an Bank Investor shall be “A-3” or “P-3”, or lower, from S&P or ▇▇▇▇▇’▇, respectively (or such rating shall have been withdrawn by S&P or ▇▇▇▇▇’▇), such Bank Investor, upon request of the related Managing Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2” or “P-2”, from S&P or ▇▇▇▇▇’▇, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Lender, the Agent, the related Managing Agent and the Borrower (in the Borrower’s case, in its reasonable discretion)).  In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), each Managing Agent on behalf of the related Lender shall have the right to require such Bank Investor to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Bank Investor hereby agrees in such event to pay within such time) to the related Managing Agent an amount equal to such Bank Investor’s unused Commitment (a “Downgrade Draw”) for deposit by the related Managing Agent into an account, in the name of the related Managing Agent (a “Downgrade Collateral Account”), which shall be

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in satisfaction of such Bank Investor’s obligations to make Loans and to pay its Assignment Amount upon an assignment from a Lender in accordance with Section 2.14; provided, however, that if, during the Required Downgrade Assignment Period, such Bank Investor delivers a written notice to the related Managing Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Bank Investor will not be required to fund such Downgrade Draw.  If any Bank Investor gives the related Managing Agent such notice, then such Bank Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Managing Agent a direct pay irrevocable letter of credit in favor of such Managing Agent in an amount equal to the unused portion of such Bank Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and ▇▇▇▇▇’▇ are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper and (ii) that is acceptable to the related Lender and the Agent.  Such letter of credit shall provide that the related Managing Agent may draw thereon for payment of any Loan or Assignment Amount payable by such Bank Investor which is not paid hereunder when required, shall expire no earlier than the Scheduled Termination Date and shall otherwise be in form and substance acceptable to such Managing Agent.

(b)                                 Application of Funds in Downgrade Collateral Account.  If any Bank Investor shall be required pursuant to Section 2.15(a) to fund a Downgrade Draw, then the related Managing Agent shall apply the monies in the Downgrade Collateral Account applicable to such Bank Investor’s Pro Rata Share of Loans required to be made by the Bank Investors, to any Assignment Amount payable by such Bank Investor pursuant to Section 2.14 and to any purchase price payable by such Bank Investor pursuant to Section 2.16(b) at the times, in the manner and subject to the conditions precedent set forth in this Loan Agreement.  The deposit of monies in such Downgrade Collateral Account by any Bank Investor shall not constitute a Loan or the payment of any Assignment Amount (and such Bank Investor shall not be entitled to interest on such monies except as provided below in this Section 2.15, unless and until (and then only to the extent that) such monies are used to fund Investments or to pay any Assignment Amount or purchase price pursuant to Section 2.16(b) pursuant to the first sentence of this Section 2.15.  The amount on deposit in such Downgrade Collateral Account shall be invested by the related Managing Agent in Eligible Investments and such Eligible Investments shall be selected by such Managing Agent in its sole discretion.  Each Managing Agent shall remit to such Bank Investor, on the last Business Day of each month, the income actually received thereon.  Unless required to be released as provided below in this subsection, Available Collections received by each Managing Agent in respect of such Bank Investor’s portion of the Net Investment shall be deposited in the Downgrade Collateral Account for such Bank Investor.  Amounts on deposit in such Downgrade Collateral Account shall be released to such Bank Investor (or the stated amount of the letter of credit delivered by such Bank Investor pursuant to subsection (a) above may be reduced) within one Business Day after each Remittance Date following the Facility Termination Date to the extent that, after giving effect to the distributions made and received by the Lenders or Bank Investors on such Remittance Date, the amount on deposit in such Downgrade Collateral Account would exceed such Bank Investor’s Pro Rata Share (determined as of the day prior to the Facility Termination Date) of the sum of all Tranches then funded by the Lender, plus the Interest Component.  All amounts remaining in such Downgrade Collateral Account shall be released to such Bank Investor no later than the

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Business Day immediately following the earliest of (i) the effective date of any replacement of such Bank Investor or removal of such Bank Investor as a party to this Loan Agreement, (ii) the date on which such Bank Investor shall furnish the related Managing Agent with confirmation that such Bank Investor shall have short-term debt ratings of at least “A-2” or “P-2” from S&P and ▇▇▇▇▇’▇, respectively, without negative credit implications, and (iii) the Scheduled Termination Date (or if earlier, the Scheduled Termination Date in effect prior to any renewal pursuant to Section 2.16 to which such Bank Investor does not consent, but only after giving effect to any required purchase pursuant to Section 2.16(b)).  Nothing in this Section 2.15 shall affect or diminish in any way any such downgraded Bank Investor’s Commitment to the Borrower or a Lender or such downgraded Bank Investor’s other obligations and liabilities hereunder and under the other Operative Documents.

(c)                                  Program Support Agreement Downgrade Provisions.  Notwithstanding the other provisions of this Section 2.15, a Bank Investor shall not be required to make a Downgrade Draw (or provide for the issuance of a letter of credit in lieu thereof) pursuant to Section 2.15(a) at a time when such Bank Investor has a downgrade collateral account (or letter of credit in lieu thereof) established pursuant to the Program Support Agreement to which it is a party in an amount at least equal to its Commitment, and the related Managing Agent may apply monies in such downgrade collateral account in the manner described in Section 2.16(b) as if such downgrade collateral account were a Downgrade Collateral Account.

Section 2.16.                             Non-Renewing Bank Investors.

(a)                                  If at any time the Borrower requests that the Bank Investors renew their Commitments hereunder and some but less than all the Bank Investors consent to such renewal within 30 days of the Borrower’s request, but in no event, no later than 20 days prior to the then current Scheduled Termination Date, the Borrower may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Bank Investor in accordance with Section 8.6.  Any such assignment shall become effective on the then-current Scheduled Termination Date.  Each Bank Investor which does not so consent to any renewal shall cooperate fully with the Borrower in effectuating any such assignment.  If none or less than all the Commitments of the non-renewing Bank Investors are so assigned as provided above the Agent shall so notify the Borrower, and the Borrower shall notify the Agent if it desires to extend the then current Scheduled Termination Date.  In the event the Borrower, the Agent and the Surety Provider each elects to extend the then current Scheduled Termination Date, (i) the extended Scheduled Termination Date shall be effective with respect to the renewing Bank Investors, (ii) the Facility Limit shall automatically be reduced to an amount (rounded up to the nearest $1,000) equal to the excess of the Facility Limit then in effect over the lesser of (A) the aggregate of the Commitments of all non-renewing Bank Investors and (B) the quotient of (x) the Facility Limit, minus the Net Investment, divided by (y) .98, and (iii) this Loan Agreement and the Commitments of the renewing Bank Investors shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of the non-renewing Bank Investors.

(b)                                 If at any time the Borrower requests that the Bank Investors extend the Scheduled Termination Date hereunder and some but less than all the Bank Investors consent to such extension within 30 days after the Borrower’s request (but in no event, no later than 20 days

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prior to the then Scheduled Termination Date), and if none or less than all the Commitments of the non-renewing Bank Investors are assigned as provided in Section 2.16 and the Borrower, the Surety Provider and the Agent each has elected to extend the then current Scheduled Termination Date, then (without limiting the obligations of all the Bank Investors to make Loans and pay any Assignment Amount prior to the Scheduled Termination Date in accordance with the terms hereof) the Lender may sell an interest in the Net Investment hereunder for an aggregate purchase price equal to the lesser of (i) the maximum aggregate Assignment Amounts which would be payable if the Lender assigned its entire interest in the Net Investment at that time under Section 2.14, and (ii) the aggregate available Commitments of the non-renewing Bank Investors, which purchase price shall be paid solely by the non-renewing Bank Investors, pro rata according to their respective Commitments.  Following the payment of such purchase price, (i) the extended Scheduled Termination Date shall be effective with respect to the renewing Bank Investors, (ii) the Facility Limit shall automatically be reduced by the aggregate of the Commitments of all non-renewing Bank Investors, and (iii) this Loan Agreement and the Commitments of the renewing Bank Investors shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of the non-renewing Bank Investors.  Prior to the Facility Termination Date, all amounts which, under Section 4.1 of the CCA Agreement are to be paid to the Agent and applied in reduction of the Net Investment, up to the aggregate Net Investment sold to the non-renewing Bank Investors as described above in this subsection, shall be distributed to the non-renewing Bank Investors ratably according to the aggregate Net Investment held by them, in reduction of their respective portions of Net Investment.  On and after the Facility Termination Date, each non-renewing Bank Investor shall be entitled to receive distributions as provided in Section 4.1 of the CCA Agreement based on its pro rata share of the Net Investment.  When (after the expiration of the Commitments of the non-renewing Bank Investors) the aggregate of the Net Investment described above in this subsection shall have been reduced to zero and all accrued Discount allocable thereto and all other Aggregate Unpaids owing to such Bank Investors shall have been paid to such Bank Investors in full, then such Bank Investors shall cease to be parties to this Loan Agreement for any purpose.

Section 2.17.                             Commitment Renewal Request.  Except in the case of an early renewal as agreed upon by the Borrower and the Managing Agents, the Borrower may, not earlier than 120 days or later than 60 days prior to the Scheduled Termination Date, request that the Bank Investors renew their Commitments hereunder, provided that no such renewal may be requested if it would cause the Scheduled Termination Date to be later than 364 days after the then-current Scheduled Termination Date (or, if the 364th day is not a Business Day, the immediately preceding Business Day) or such fewer number of days as the Agent shall specify by notice to the Borrower.  Each Bank Investor shall notify the Borrower as to whether it consents to such renewal within 30 days of the Scheduled Termination Date, and the failure of any Bank Investor to so notify the Borrower shall be deemed to mean that such Bank Investor does not consent to such renewal.  At the time such consent becomes effective, the Scheduled Termination Date shall be the date that was requested by the Borrower in accordance with the first sentence of this Section 2.17.

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1.                                   Representations and Warranties of the Borrower.  The Borrower represents and warrants to each of the Secured  Parties on the Closing Date and each Loan Date that:

(a)                                  Existence and Standing.  The Borrower (i) is a business trust duly organized, validly existing, and in good standing under the laws of the State of Delaware, (ii) has all power and all material governmental licenses, authorizations, consents, and approvals required to carry on its business in each jurisdiction in which its business is now conducted, and (iii) is duly qualified to do business and is in good standing under the laws of each jurisdiction where the conduct of its business requires such qualification.

(b)                                 Authorization and Contravention.  The execution, delivery, and performance by the Borrower of this Loan Agreement, the VFN, and the other Operative Document to which the Borrower is a party are within the Borrower’s powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any Governmental Authority, and do not contravene, or constitute a default under, any provision of applicable law or regulation or any other Operative Document to which the Borrower is a party, or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower, or result in the creation or imposition of any lien on assets of the Borrower.

(c)                                  Binding Effect.  This Loan Agreement and the VFN constitute the legal, valid, and binding obligations of the Borrower, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, moratorium, or other similar laws affecting the rights of creditors.

(d)                                 Perfection.  At all times, the Borrower shall be the owner of all of the Collateral, free and clear of all liens, encumbrances, security interests, preferences, or other security arrangement of any kind or nature whatsoever (other than those permitted by the Operative Documents), and all mortgages, financing statements, and other documents required to be recorded or filed in order to perfect and protect the Collateral against all creditors of and purchasers from the Borrower will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.

(e)                                  Good Title.  At all times, the Collateral Agent, for the benefit of the Secured Parties, shall have a valid and perfected first-priority security interest in the Collateral free and clear of any Adverse Claim, other than any Claims made through the Collateral Agent or the Secured Parties.

(f)                                    Accuracy of Information.  All information heretofore furnished by the Borrower or any Affiliate of the Borrower (including, without limitation, any information delivered pursuant to Sections 2.10 and 5.1 hereof) to the Surety Provider, any Lender, any Bank Investor, the Agent or any Managing Agent for purposes of or in connection with this Loan

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Agreement or any transactions contemplated hereby is, and all such information hereafter furnished by the Borrower to any Lender, any Bank Investor, the Agent, the Surety Provider or any Managing Agent will be, true and accurate in every material respect on the date such information is stated or certified.

(g)                                 Tax Status.  The Borrower has filed all tax returns (federal, state, and local) required to be filed and has paid or made adequate provision for the payment of all taxes, assessments, and other governmental charges.

(h)                                 Use of Proceeds.  The proceeds of the Loans will be used solely to purchase Accounts and to pay other amounts expressly permitted under the terms and conditions of the Operative Documents.

(i)                                     Place of Business.  The chief place of business of the Borrower is located at the address of the Borrower indicated in Section 8.3 hereof and all of the Borrower’s Records are kept at the offices of the Collateral Agent.

(j)                                     Nature of Accounts.  Each Account to be purchased with the proceeds of a Loan is an Eligible Account and an “eligible asset” as defined in Rule 3a-7 under the Investment Company Act of 1940, as amended.

(k)                                  No Event of Default or Facility Termination Event.  No event has occurred and is continuing and no condition exists which constitutes an Event of Default or Facility Termination Event or, to the knowledge of the Borrower, a Potential Event of Default or Potential Facility Termination Event.

(l)                                     Not an Investment Company.  The Borrower is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or is exempt from all provisions of such Act.

(m)                               ERISA.  The Borrower is in compliance in all material respects with ERISA and no lien in favor of the Pension Benefit Guaranty Corporation on any of the Accounts exists.

(n)                                 Beneficial Ownership.  The Depositor holds a 100% beneficial ownership in the Borrower.

(o)                                 Debt for Tax.  The Borrower will treat the Loans as indebtedness for federal income tax purposes.

(p)                                 Unacceptable Investment.  The Borrower has no knowledge of any material circumstance or condition with respect to the Accounts, the Obligors, or the credit standing of the Obligors that could reasonably be expected to cause an Account to be an unacceptable investment or adversely affect the value of any Account.

(q)                                 Action, Error, Omission, Etc.  To the knowledge of the Borrower, no material action, error, omission, misrepresentation, negligence, fraud, or similar occurrence with respect to an Account has taken place on the part of any person, including, without limitation,

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any Obligor, the Depositor, the Originator or Eligible Originator, any appraiser, any builder, or developer, or any other party involved in the origination of the Accounts or in the application of insurance in relation to such Accounts.

(r)                                    No Litigation.  There are no actions, suits, or proceedings pending, or to the knowledge of the Borrower, threatened against or affecting the Borrower or any Affiliate of the Borrower or their respective properties, in or before any court, arbitrator, or other body which question the validity of this Loan Agreement or the transactions contemplated herein, or which could be reasonably expected to have a materially adverse effect on the financial condition of the Borrower or its ability to perform its obligations under this Loan Agreement.

(s)                                  Monthly Payments.  All Monthly Payments (net of the Servicing Fee) on the Accounts to be purchased with the proceeds of a Loan due after the applicable Cut-Off Date and received more than three Business Days prior to the Loan Date, plus the proceeds of each Full Prepayment of any such Account (including any related payment of interest) received by the Master Servicer after the Cut-Off Date but more than three Business Days prior to the Loan Date, will have been for deposited in the Holding Account in accordance with Section 2.7 of the Master Servicing Agreement.

Any document, instrument, certificate or notice delivered to the Agent or the Managing Agents under this Loan Agreement shall be deemed a representation and warranty by the Borrower.

Section 3.2.                                   Reaffirmation of Representations and Warranties by the Borrower.  On each day that a Loan is made hereunder, the Borrower, by accepting the proceeds of such Loan, shall be deemed to have certified that all representations and warranties described in Section 3.1 are true and correct on and as of such day as though made on and as of such day.

ARTICLE 4

CONDITIONS PRECEDENT

Section 4.1.                                   Conditions to Effectiveness.  On or prior to the effectiveness of this Agreement, each Managing Agent, the Agent and the Surety Provider shall have received the following documents, instruments, and fees, all of which shall be in a form and substance acceptable to each of them, or the following actions shall have occurred:

(a)                                  each Managing Agent, the Agent and the Surety Provider shall have received a copy of the Insurance Agreement duly executed by the parties thereto and the original executed Surety Bond shall have been delivered to the Collateral Agent;

(b)                                 each Managing Agent, the Agent and the Surety Provider shall have received a Good Standing Certificate for (i) the Borrower issued by the Secretary of State of Delaware; (ii) for the Depositor issued by the Secretary of State of Florida; (iii) for the Originator, issued by the Secretary of State of Florida; and (iv) for each Eligible Originator, issued by the Secretary of State of Texas, in each case, the certificates of qualification in all foreign jurisdictions where such qualification is material to the transactions contemplated by this Loan Agreement or the other Operative Documents;

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(c)                                  each Managing Agent, the Agent and the Surety Provider shall have received an Opinion of Counsel of special counsel to the Borrower, the Originator, the Eligible Originators and the Depositor, covering certain tax, corporate, enforceability, perfection and priority matters set forth in Exhibit C hereto;

(d)                                 (i) each Managing Agent, the Agent and the Surety Provider shall have received this Loan Agreement, the BAT Agreement, the DAT Agreement, the Master Servicing Agreement, the Subservicing Agreement and the CCA Agreement, duly executed by the parties thereto and a certified copy of the Trust Agreement duly executed by the Depositor, as Grantor, and the Owner Trustee and (ii) the Agent shall have received the VFN, duly executed by the Borrower;

(e)                                  (i) each Managing Agent, the Agent shall have received the Fee Letter related to its Group duly executed by the parties thereto; (ii) the Borrower shall have paid or caused to be paid to the Agent all amounts to be paid on the Closing Date pursuant to such Managing Agent’s Fee Letter; and (iii) the Surety Provider shall have received any amounts required to be paid to it pursuant to the Insurance Agreement on the Closing Date;

(f)                                    a certificate of the secretary or assistant secretary of each of the Borrower, Depositor, each Eligible Originator and Originator certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things:

(i)                                     the articles of incorporation of such entity (certified by the Secretary of State or other similar official of the such entity’s jurisdiction of incorporation or organization, as applicable, as of a recent date);

(ii)                                  the by-laws of such entity;

(iii)                               resolutions of the board of directors or other governing body of such entity authorizing the execution, delivery and performance by it of each Operative Document to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and

(iv)                              the incumbency, authority and signature of each officer of such entity executing the Operative Documents or any certificates or other documents delivered hereunder or thereunder on behalf of it;

(g)                                 each Managing Agent, the Agent and the Surety Provider shall have received an Opinion of Counsel to the Originator, Eligible Originators and the Depositor (i) addressing the true sale of the Accounts (A) from the Originator and each Eligible Originator to the Depositor and (B) from the Depositor to the Borrower; and (ii) to the effect that, in the event of the insolvency of the Originator, any Eligible Originator or the Depositor, the Borrower would not be substantively consolidated with any such Person for purposes of the Bankruptcy Code;

(h)                                 each Managing Agent, the Agent and the Surety Provider shall have received lien searches in the State of Florida with respect to the Originator and the Depositor, the

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State of its incorporation with respect to any Eligible Originator, and in the State of Delaware with respect to the Borrower, in form and substance satisfactory to the Agent and the Surety Provider;

(i)                                     each Managing Agent, the Agent and the Surety Provider shall have received an opinion of counsel to the Collateral Agent, in form and substance satisfactory to the Agent and the Surety Provider;

(j)                                     each Managing Agent, the Agent shall have received an opinion of the Vice President and Assistant General Counsel to the Surety Provider, in form and substance satisfactory to the Agent;

(k)                                  all amounts, fees and expenses required to be paid on or prior to the Closing Date pursuant to each Managing Agent’s Fee Letter (to the extent not covered pursuant to clause (e) of this Section 4.1) and Section 7.4 hereof;

(l)                                     each Managing Agent, the Agent and the Surety Provider shall have received (i) financing statements on Form UCC-3 terminating all existing security interests in the Collateral and (ii) financing statements on Form UCC-1 (A) naming each of the Originator and Eligible Originator as Debtor/Seller and the Depositor as Secured Party/Purchaser; (B) naming the Depositor as Debtor/Seller and the Borrower as Secured Party/Purchaser; and (C) naming the Borrower as Debtor and the Collateral Agent as Secured Party; and

(m)                               the Agent and the Surety Provider shall have received such other approvals, documents, instruments, certificates and opinions as either of them shall reasonably request.

Section 4.2.                                   Conditions to Each Loan.  No Loan shall be made hereunder, and the Bank Investors shall have no obligation to make any Loan, unless the following conditions have been satisfied:

(a)                                  each Managing Agent shall have received an officers’ certificate to be included in the form of the Borrowing Request attached hereto as Exhibit B from the Borrower stating that:

(i)                                     no Event of Default, Potential Event of Default, Potential Facility Termination Event or Facility Termination Event shall have occurred and the Loan to be made on such date will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under any of the Operative Documents to which the Borrower is a party, or any indenture, mortgage, deed of trust or other agreement or instrument to which the Borrower is a party or by which it is bound, or any order of any Governmental Authority entered in any proceeding to which the Borrower is a party or by which it may be bound or to which it may be subject, and all conditions precedent provided in this Loan Agreement relating to the Loan to be made on such date have been complied with;

(ii)                                  the Borrower is the owner of and has good title to each Account, has not assigned any interest or participation in any such Account (or, if any such interest

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or participation has been assigned, it has been released) and has the right to Grant each such Account to the Collateral Agent, and no other Person has any lien on, security interest in or other rights to any such Account;

(iii)                               the Borrower has Granted to the Collateral Agent all of its right, title, and interest in and to each Account Granted to the Collateral Agent by it to secure the VFN and the amounts owed hereunder;

(iv)                              the information set forth in the Schedule of Accounts delivered to the Collateral Agent and the Agent is correct in all material respects;

(v)                                 no Material Adverse Effect shall have occurred in the affairs of the Borrower or the Master Servicer or the value of the Accounts since June 30, 2004, with respect to the first Loan made on or after the Closing Date, or the immediately preceding Loan Date, with respect to each Loan thereafter; and

(vi)                              the representations and warranties set forth in Section 3.1 are true and correct on and as of such day as though made on and as of such day.

(b)                                 all of the Account Documents relating to the Accounts to be purchased on such date have been delivered to the Collateral Agent within the time periods specified in Section 3.1 of the CCA Agreement, except that (i) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Master Servicer after the Cut-Off Date but no later than three Business Days prior to the Loan Date, the Borrower may deliver, or cause to be delivered, as indicated in the Officers’ Certificate from the Master Servicer delivered pursuant to paragraph (a) of this Section 4.2, the cash proceeds of such Full Prepayment and (ii) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required in connection with the prosecution of such proceedings, the Borrower may deliver a trust receipt pursuant to Section 3.2 of the CCA Agreement;

(c)                                  the Borrower shall have delivered a Borrowing Request (with a copy to the Surety Provider) to the Agent and the Managing Agents pursuant to Section 2.3 hereof;

(d)                                 each Managing Agent, the Agent, the Surety Provider and the Collateral Agent shall have received the Schedule of Accounts relating to the Accounts to be purchased with the proceeds of such Loan;

(e)                                  each Managing Agent and the Agent shall have received acknowledgment copies of proper financing statements, duly filed under the Uniform Commercial Code of all jurisdictions that the Lender may deem necessary or desirable in order to perfect the ownership interest of the Depositor created by the DAT, the ownership interest of the Borrower created by the BAT Agreement and the security interest in favor of the Collateral Agent created by the CCA Agreement and all other filings, notifications, consents and recordings necessary to consummate the transactions contemplated hereunder and under the other Operative Documents shall be accomplished and the Agent shall have received evidence of such filings, notifications, consents and recordings satisfactory in form and substance to the Agent and the Surety Provider;

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(f)                                    each Managing Agent and the Agent shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by it and the validity and enforceability against it of the Operative Documents to approvals shall be in full force and effect;

(g)                                 the Depositor shall have continued to purchase or otherwise acquire all or substantially all of the Accounts originated by the Originator (or originated by an Eligible Originator and sold to the Depositor) on an ongoing basis;

(h)                                 after giving effect to any requested Loan, no Borrowing Base Deficiency shall exist;

(i)                                     the Facility Termination Date shall not have occurred;

(j)                                     no Servicer Default or default under any Subservicing Agreement shall have occurred and be continuing, and no condition that with the giving of notice or the passage of time world constitute a Servicer Default or a default under any Subservicing Agreement shall have occurred and be continuing;

(k)                                  no more than 7% of the Accounts then owned by the Borrower may be in arrears for 60 days or more as of the last day of any month preceding the Borrowing Date;

(l)                                     on such date, the weighted average interest rate of all Eligible Accounts, after giving effect to all Eligible Accounts to be added on such date, shall be greater than or equal to 7.25% per annum; and

(m)                               if after giving effect to any requested Loan, the Net Investment shall be equal to or greater than $250,000,000, the Borrower shall provide to the Surety Provider information regarding interest rate protection on the facility.  If none exists, or the current hedge is unacceptable to the Surety Provider, the Borrower and Surety Provider will work together to agree on a mutually acceptable solution to be put in place if required by the Surety Provider.

ARTICLE 5

COVENANTS

Section 5.1.                                   Affirmative Covenants of Borrower.  At all times from the date hereof to the date on which all amounts due and owing to any of the Secured Parties under the Operative Documents have been paid in full and this Loan Agreement has terminated unless the Controlling Party shall otherwise consent in writing:

(a)                                  Agreed Upon Procedures Report.  Prior to December 31, 2004 and December 31^st of each calendar year thereafter, the Borrower shall deliver to each Managing Agent and the Surety Provider an Agreed Upon Procedures Report with respect to all Accounts owned by the Borrower and such other matters as the Agent reasonably requests; provided, however, so long as no Event of Default, Potential Event of Default, Facility Termination Event or Potential Facility Termination Event has occurred, the Borrower shall only be required to deliver one Agreed Upon Procedures report at its expense in any calendar year.

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(b)                                 Other Information.  The Borrower shall deliver to each Managing Agent and the Agent (i) a copy of all financial documents and reports provided to the Borrower by the Depositor, the Originator, any Eligible Originator or any other Person in any capacity pursuant to the Operative Documents, (ii) any material notices with respect to any Mortgaged Property and (iii) such other information (including non-financial information) as any Managing Agent, the Agent or the Surety Provider may from time to time reasonably request.

(c)                                  Compliance Certificate.  The Borrower shall deliver to the Agent, each Managing Agent and the Surety Provider within 90 days after the close of the Borrower’s fiscal year, a compliance certificate signed by an authorized signatory of the Borrower stating that no Event of Default or Potential Event of Default exists, or if any Event of Default or Potential Event of Default exists, stating the nature and status thereof.

(d)                                 Notice of Borrowing Base Deficiency, Event of Default, Potential Event of Default, Facility Termination Event or Potential Facility Termination Event.  As soon as possible and in any event within two Business Days after the Borrower receives notice or has actual knowledge of the occurrence of a Borrowing Base Deficiency, an Event of Default, a Potential Event of Default, Facility Termination Event or Potential Facility Termination Event, the Borrower shall provide to each Managing Agent and the Surety Provider a statement setting forth details of such Borrowing Base Deficiency, Event of Default, Potential Event of Default, Potential Facility Termination Event or Facility Termination Event, and the action which the Borrower proposes to take with respect thereto.  The Borrower shall notify the Agent and the Surety Provider when the Borrower receives notice or has actual knowledge of the occurrence of any event of default or event, which, due to the giving of notice or lapse of time, or both, could become an event of default by itself, the Master Servicer, the Depositor, any Eligible Originator or the Originator in any capacity under any of the Operative Documents of which it becomes aware.

(e)                                  Conduct of Business.  The Borrower will carry on and conduct its business in substantially the same manner as it is presently conducted and do all things necessary to remain duly organized, validly existing, and in good standing as a business trust in the State of Delaware and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

(f)                                    Compliance with Laws.  The Borrower will comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees, or awards to which it may be subject.

(g)                                 Furnishing of Information and Inspection of Records.  The Borrower will furnish to each Managing Agent, the Agent and the Surety Provider from time to time such information with respect to the Accounts as the Agent or the Surety Provider may reasonably request, including, without limitation, a schedule identifying the Obligor and the Principal Balance for each Account.

(h)                                 Payment of Obligations.  The Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature.

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(i)                                     Further Assurances.  The Borrower shall do such further acts and things and execute and deliver to the Agent such assignments (including, without limitation, assignments in blank), agreements, powers and instruments as are reasonably required by any Managing Agent, the Agent or the Surety Provider to carry into effect the purposes of this Loan Agreement and the other Operative Documents or to better assure and confirm unto the Secured Parties their respective rights, powers and remedies hereunder and under the other Operative Documents, including, without limitation, to obtain such consents and give such notices, and to file and record all such documents and instruments, and renew each such consent, notice, filing and recordation, at such time or times, in such manner and at such places, as may be necessary or desirable to preserve and protect the position of the Secured Parties hereunder and under the other Operative Documents.  This covenant shall survive the termination of this Loan Agreement.

(j)                                     Access.  The Borrower shall allow, and cause the Depositor to allow, each Managing Agent, the Agent, the Surety Provider and their representatives full and complete access during normal business hours and upon reasonable notice to the books, records, documents, and facilities of the Borrower and the Depositor, and will on the same conditions make the officers, employees, attorneys, agents, independent accountants, and actuaries of the Borrower and the Depositor available to discuss such aspects of the business, financial condition, or prospects of the Borrower and the Depositor as may be reasonably necessary.

(k)                                  Reliance Letters.  Upon the request of either Managing Agent or the Agent, the Borrower shall provide to the Agent within five (5) Business Days, reliance letters with respect to all legal opinions delivered on the Closing Date (or new legal opinions addressing the same matters covered in the original legal opinions) addressed to any entity which becomes a Program Support Provider after the Closing Date, to the extent such legal opinions did not permit reliance when delivered.

(l)                                     Amendments; Miscellaneous.

(i)                                     The Borrower shall furnish to the Surety Provider, Collateral Agent, each Managing Agent and the Agent copies of the form of each proposed amendment to the Trust Agreement, the Master Servicing Agreement or the Subservicing Agreement at least 60 days prior to the proposed date of adoption of any such proposed amendment.

(ii)                                  The Borrower will at all times hold itself out to the public under the Borrower’s own name and as a separate and distinct entity from ▇▇▇▇▇▇ Industries, Inc. and any of its Affiliates.

(iii)                               The Borrower will at all times be responsible for the payment of all its obligations and indebtedness, will at all times maintain a business office, records, books of account, and funds separate from the Depositor and will observe all customary formalities of independent existence.

(iv)                              To the extent such compliance involves questions of law, the Borrower shall be deemed in compliance with the requirements of any provision of this

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paragraph (l) if it is acting in accordance with an opinion of counsel as to such requirements.

(m)                               Weighted Average.  The weighted average interest rate of all Eligible Accounts shall not be less than 7.25% per annum.  The Borrower shall take all necessary steps (including, without limitation, the addition or removal of Accounts) as frequently as necessary (and in any event within two Business Days after the Borrower receives notice or has actual knowledge of noncompliance with this Section 5.1(m)) to ensure that in no event shall the weighted average interest rate of all Eligible Accounts be less than 7.25% per annum.

(n)                                 Assignments.  The Borrower shall prepare and execute Assignments in recordable form at the reasonable request of any Managing Agent, the Agent or the Surety Provider.

(o)                                 Due Diligence Review.  Prior to October 15th of each calendar year, the Borrower shall complete a Due Diligence Review with respect to all Accounts owned by the Borrower and such other matters as any Managing Agent or the Agent reasonably requests; provided, however, so long as no Event of Default, Potential Event of Default, Facility Termination Event or Potential Facility Termination Event has occurred, the Borrower shall only be required to complete one Due Diligence Review at its expense in any calendar year.

Section 5.2.                                   Negative Covenants of Borrower.  At all times from the date hereof to the date on which all amounts due and owing to any of the Secured Parties under the Operative Documents have been paid in full and this Loan Agreement has terminated, unless the Controlling Party shall otherwise consent in writing:

(a)                                  No Extension or Amendment of Accounts.  Except as permitted by Section 2.1(j) of the Master Servicing Agreement or Section 3.4 of the CCA Agreement, the Borrower will not extend, amend, or otherwise modify the terms of any Account, or amend, modify, or waive any term or condition of any Account Document related thereto.

(b)                                 No Sale.  The Borrower shall not sell, transfer, exchange or otherwise dispose of any portion of the Collateral (other than any Accounts which are not Eligible Accounts or otherwise excluded from the Borrowing Base) except as expressly permitted by the Operative Documents.

(c)                                  No Insurance.  The Borrower shall not obtain or carry insurance relating to the Accounts separate from that required by the Master Servicing Agreement, unless the Collateral Agent shall have the same rights with respect thereto as it has with respect to the insurance required by the Master Servicing Agreement.

(d)                                 Other Business.  The Borrower shall not engage in any business or activity other than in connection with, or relating to, the issuance of the VFN or the preservation of the Collateral and the release of assets therefrom pursuant to this Loan Agreement, and the other Operative Documents to which the Borrower is a party.

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(e)                                  Dissolution.  The Borrower shall not dissolve or liquidate in whole or in part.

(f)                                    Liens.  The Borrower shall not (i) permit the validity or effectiveness of this Loan Agreement or the CCA Agreement to be impaired, or permit the lien of the CCA Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Loan Agreement or, (ii) except as may be expressly permitted by the Operative Documents, permit any lien, charge, security interest, mortgage or other encumbrance (other than the lien of the CCA Agreement) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the Proceeds thereof, or (iii) except as permitted by the Operative Documents, permit the lien of the CCA Agreement not to constitute a valid and perfected first priority security interest in the Collateral.

(g)                                 No Amendment.  The Borrower shall not amend the Trust Agreement without the consent of the Controlling Party.

(h)                                 No Mergers, Etc.  The Borrower will not consolidate or merge with or into any other Person.

(i)                                     Change of Name, Etc.  The Borrower will not change its name, identity, or structure or its chief executive office or the jurisdiction under which it has been organized, unless at least 10 days prior to the effective date of any such change the Borrower delivers to the Collateral Agent UCC financing statements, executed by the Borrower, necessary to reflect such change and to continue the perfection of the Collateral Agent’s (for the benefit of the Secured Parties) security interest in the Accounts.

(j)                                     Borrowing Base Deficiency.  The Borrower shall at all times be in compliance with Section 2.6(b) hereof.

(k)                                  Pledged Accounts.  The Borrower shall not move any Pledged Account from the institution at which they are maintained on the Closing Date, except as permitted in accordance with Section 2.8.

(l)                                     Successor Master Servicer.  The Borrower shall not permit any change of master servicer, except in accordance with the Master Servicing Agreement.

(m)                               Eligible Originators.  The Borrower shall not make any request for a Loan hereunder unless all criteria set forth in the definition of “Eligible Originator” have been satisfied.

(n)                                 No Debt.  The Borrower shall not incur any debt except as contemplated by the Operative Documents.

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ARTICLE 6

EVENTS OF DEFAULT AND FACILITY TERMINATION EVENTS

Section 6.1.                                   Events of Default.  The occurrence of any one or more of the following events shall constitute an Event of Default:

(a)                                  A default in the payment of any interest on the VFN at the applicable Discount rate when the same becomes due and payable;

(b)                                 A default in the payment of any principal of the VFN in reduction of the Net Investment when due and payable;

(c)                                  Any representation, warranty, certification, or statement made by the Borrower in this Loan Agreement or in any other document delivered pursuant hereto or other Operative Document shall prove to have been incorrect in any material respect when made or deemed made (other than any representation or warranty of the Borrower with respect to the Accounts or the eligibility thereof);

(d)                                 Failure of the Borrower to pay or deposit any amounts (other than interest or principal due in respect of the VFN when required hereunder or under any other Operative Document and such default shall continue unremedied for five (5) Business Days;

(e)                                  The default by the Borrower in the performance of any material covenant or undertaking (i) to be performed or observed under Sections 5.1(d), 5.2(b), (d), (e), (f), (g), or (h) or (ii) to be performed or observed by the Borrower under any other provision hereof (other than described in paragraph (b) of this Section 6.1) or under any other Operative Document and such default in the case of this clause (ii) shall continue for thirty (30) days;

(f)                                    Any Event of Bankruptcy shall occur with respect to the Borrower;

(g)                                 The Collateral Agent, for the benefit of the Secured Parties, shall, for any reason, fail to have a valid and first priority perfected security interest in the Collateral;

(h)                                 There shall have occurred any material adverse change in the operations of the Borrower since the Closing Date which would have or reasonably could be expected to have a material adverse effect on the Secured Parties or any other event shall have occurred which materially and adversely affects the Borrower’s ability to perform under this Loan Agreement or the collectibility of the Accounts;

(i)                                     (i) The amount on deposit in the Reserve Account fails to reach the Specified Reserve Account Requirements on or prior to the 15^th Remittance Date following the Closing Date or on or prior to the sixth Remittance Date following a Reserve Account Event; provided that (ii) for the period extending six (6) Remittance Dates following each Take-Out, there shall be no Event of Default under this clause (i) unless the amount on deposit in the Reserve Account shall fail to be equal to or greater than the sum of (A) the Scheduled Reserve Account Payment for such Remittance Date and (B) $1,000,000;

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(j)                                     The Delinquency Ratio with respect to the Accounts owned by the Borrower averaged for any three consecutive Collection Periods exceeds 3.5%;

(k)                                  A Borrowing Base Deficiency shall exist beyond the cure period set forth in Section 2.6(b) hereof;

(l)                                     The Default Ratio with respect to the Accounts owned by the Borrower averaged for any three consecutive Collection Periods exceeds 6%;

(m)                               The Borrower shall become subject to an entity level tax or to registration as an investment company under the Investment Company Act; or

(n)                                 The default by the Borrower in the performance of any material covenant or undertaking to be performed or observed under Section 5.1(a) hereof shall continue for ten (10) Business Days.

Section 6.2.                                   Facility Termination Events.  The occurrence of any one or more of the following events shall constitute a Facility Termination Event:

(a)                                  Any representation, warranty, certification, or statement made by the Depositor, any Eligible Originator or the Originator in any of the Operative Documents, shall prove to have been incorrect in any material respect when made or deemed made (other than any representation or warranty with respect to the Accounts or the eligibility thereof);

(b)                                 Failure of the Originator, any Eligible Originator or the Depositor to pay or deposit any amounts when required hereunder or under any other Operative Document;

(c)                                  The default by any Eligible Originator, the Originator or the Depositor, in the performance of any covenant or undertaking, (other than, with respect to the Depositor, in its capacity as Master Servicer) to be performed or observed under any Operative Document and such default continues unremedied for thirty (30) days;

(d)                                 A Servicer Default or an event of default under the Subservicing Agreements shall have occurred;

(e)                                  any Person shall institute steps to terminate any Pension Plan if the assets of such Pension Plan are insufficient to satisfy all of its benefit liabilities (as determined under Title IV of ERISA), or a contribution failure occurs with respect to any Pension Plan which is sufficient to give rise to a lien under Section 302(f) of ERISA;

(f)                                    any material provision of this Loan Agreement or any other Operative Document to which the Originator, any Eligible Originator or the Depositor is a party shall cease to be in full force and effect or the Originator, any Eligible Originator or the Depositor shall so state in writing; or

(g)                                 an Event of Default shall occur.

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Section 6.3.                                   Remedies.

(a)                                  If an Event of Default described in Section 6.1(f) hereof shall occur, then the entire unpaid principal amount of the VFN, together with accrued and unpaid interest thereon, shall automatically, without any notice, declaration or any other action become immediately due and payable.  If any other Event of Default shall occur and be continuing, then and in every such case the Controlling Party may declare the entire principal of and accrued interest on the VFN to be immediately due and payable and the Facility Termination Date to have occurred, by a notice in writing to the Borrower and the Agent, and upon such declaration the entire unpaid principal amount of the VFN, together with accrued and unpaid interest thereon, shall become immediately due and payable and the Facility Termination Date shall have occurred.  Upon the occurrence of an Event of Default, the Collateral Agent may, and if directed by the Controlling Party, shall, proceed to protect and enforce its rights and the rights of the Secured Parties, including its and their rights under the Operative Documents, and to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by this Loan Agreement, the CCA Agreement or any other Operative Document or by law, by such appropriate actions and proceedings as the Collateral Agent shall deem most effective or as so directed.  Upon the declaration of an Event of Default, the Controlling Party, in addition to all other rights and remedies it has under the Operative Documents, shall have all other rights and remedies provided under the UCC and all other applicable laws.  The Facility Termination Date shall be deemed to have occurred automatically upon the occurrence of any event described in clause (f) of Section 6.1 with respect to the Borrower.

(b)                                 If a Facility Termination Event shall have occurred, the Controlling Party may declare the Facility Termination Date to have occurred and upon such declaration, the Facility Term shall terminate.

ARTICLE 7

INDEMNIFICATION; EXPENSES; RELATED MATTERS

Section 7.1.                                   Indemnities by the Borrower.  Without limiting any other rights which the Indemnified Parties may have hereunder or under applicable Law, the Borrower hereby agrees to indemnify the Lenders and any commercial paper issuer that finances the Lenders, the Bank Investors, the Agent, the Managing Agents, the Surety Provider and their respective officers, directors, employees, counsel and other agents (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Bank Investors, the Agent, the Managing Agents or the Lenders and any commercial paper issuer that finances the Lenders, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Borrower) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Loan Agreement, the other Operative Documents, the funding or maintenance, either directly or indirectly, by the Agent, the Managing Agents, the Lenders (including through any Program Support Provider) or any Bank Investor of the Net Investment or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Accounts.  Without limiting the

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generality of the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

(a)                                  any representation or warranty made by the Borrower, under or in connection with this Loan Agreement, any of the other Operative Documents or any other information or report delivered by the Borrower pursuant hereto, or pursuant to any of the other Operative Documents which shall have been incomplete, false or incorrect in any respect when made or deemed made;

(b)                                 the failure by the Borrower to comply with any applicable Law with respect to any Account, or the nonconformity of any Account with any such applicable Law;

(c)                                  the failure to create and maintain a valid and perfected first priority security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral, free and clear of any Adverse Claim;

(d)                                 the failure to file or record, or any delay in filing or recording, financing statements, continuation statements, mortgages or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected Assets;

(e)                                  any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Account (including a defense based on such Account not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or from any breach or alleged breach of any provision of the Accounts restricting assignment of any Accounts;

(f)                                    any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Account;

(g)                                 the transfer of an interest in any Account other than an Eligible Account;

(h)                                 the failure by the Borrower to comply with any term, provision or covenant contained in this Loan Agreement or any of the other Operative Documents to which it is a party or to perform any of its respective duties or obligations under the Accounts required to be paid by the Borrower;

(i)                                     the existence of a Borrowing Base Deficiency;

(j)                                     the failure of the Borrower to pay when due any taxes, including, without limitation, any sales, excise or personal property taxes payable in connection with any of the Accounts required to be paid by the Borrower;

(k)                                  any repayment by any Indemnified Party of any amount previously distributed in reduction of Net Investment which such Indemnified Party believes in good faith is required to be made;

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(l)                                     the commingling by the Borrower of Available Collections at any time with any other funds;

(m)                               any investigation, litigation or proceeding related to this Loan Agreement, any of the other Operative Documents, the use of proceeds of any Loan by the Borrower, the security interest in the Collateral, or any Affected Asset;

(n)                                 any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Borrower to qualify to do business or file any notice of business activity report or any similar report;

(o)                                 any attempt by any Person to void, rescind or set-aside any transfer by the Depositor to the Borrower of any Account or Related Security under statutory provisions or common law or equitable action, including any provision of the Bankruptcy Code or other insolvency law;

(p)                                 any action taken by the Borrower in the enforcement or collection of any Account;

(q)                                 any liability under the Georgia Fair Lending Act as in effect from October 1, 2002 through March 6, 2003; or

(r)                                    any liability under the Home Ownership and Equity Protection Act of 1994, as amended, or similar federal state or local laws or regulations relating to “high cost” or “predatory” Accounts and otherwise unacceptable Accounts for secondary marketing transactions rated by the Rating Agencies.

Section 7.2.                                   Indemnity for Taxes, Reserves and Expenses.

(a)                                  If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law):

(i)                                     shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes, as defined below) with respect to this Loan Agreement, the other Operative Documents, the maintenance or financing of the Net Investment, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Loan Agreement, the other Operative Documents, the maintenance or financing of the Net Investment, or payments of amounts due hereunder or its obligation to advance funds hereunder, either directly or through a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Loan Agreement, the other Operative Documents, the maintenance or financing of the Net Investment (except for changes in the rate of general corporate, franchise, net income

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or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);

(ii)                                  shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Loan Agreement, the other Operative Documents, the maintenance or financing of the Net Investment, or payments of amounts due hereunder or its obligation to advance funds hereunder, either directly or through a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Loan Agreement, the other Operative Documents, the maintenance or financing of the Net Investment; or

(iii)                               imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Loan Agreement, the other Operative Documents, the maintenance or financing of the Affected Assets or Net Investment, or payments of amounts due hereunder or its obligation to advance funds, either directly or through a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Loan Agreement, the other Operative Documents, the maintenance or financing of the Net Investment,

and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Loan Agreement, the other Operative Documents, the maintenance or financing of the Net Investment, the Accounts, the obligations hereunder, the funding of any Loans hereunder or through Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand by such Indemnified Party through the related Managing Agent, the Borrower shall pay to the related Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.

(b)                                 If any Indemnified Party shall have determined that after the date hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (and in the case of the Lender, any Program Support Provider) (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (and in the case of the Lenders, any Program Support Provider) (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days

33

after demand by such Indemnified Party through the related Managing Agent, the Borrower shall pay to the related Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (and in the case of the Lenders, any Program Support Provider) (or its parent) for such reduction.  For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 7.2(b).

(c)                                  The Agent shall promptly notify the Borrower in writing of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 7.2; provided that no failure to give or any delay in giving such notice (so long as such notice is given before the day which is one day and a year after the payment in full of all outstanding Commercial Paper of the Lenders or other Indebtedness of the Lenders) shall affect the Indemnified Party’s right to receive such compensation.  A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error.  In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.  The Indemnified Party shall provide the Borrower with reasonably detailed calculations supporting such amounts.

(d)                                 Anything in this Section 7.2 to the contrary notwithstanding, if any Lender enters into agreements for the acquisition of interests in receivables from one or more Other Transferors, such Lender shall allocate the liability for any amounts under this Section 7.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the Borrower and each Other Transferor; provided, however, that if such Additional Costs are attributable to the Borrower, the Originator, any Eligible Originator or the Master Servicer and not attributable to any Other Transferor, the Borrower shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other Transferors and not attributable to the Borrower, the Originator or the Master Servicer, such Other Transferors shall be solely liable for such Additional Costs.  The Lender shall provide the Borrower with written notice of any such Additional Costs accompanied by reasonably detailed calculations supporting such Additional Costs.

Section 7.3.                                   Taxes.

(a)                                  All payments and distributions made hereunder by the Borrower (the “payor”) to any Lender (directly or to a Program Support Provider), any Managing Agent, any Bank Investor or the Agent (each, a “recipient”) shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority on any recipient (or any assignee of such parties) (such non-excluded items being called “Taxes”), but excluding franchise taxes and taxes imposed on or measured by the recipient’s net income or gross receipts (“Excluded Taxes”).  In the event that any withholding or deduction from any payment made by the payor hereunder is required in respect of any Taxes, then such payor shall:

34

(i)                                     pay directly to the relevant authority the full amount required to be so withheld or deducted;

(ii)                                  promptly forward to each Managing Agent an official receipt or other documentation satisfactory to each Managing Agent evidencing such payment to such authority; and

(iii)                               pay to the recipient such additional amount or amounts as is necessary to ensure that the net amount actually received by the recipient will equal the full amount such recipient would have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against any recipient with respect to any payment received by such recipient hereunder, the recipient may pay such Taxes and the payor will promptly pay such additional amounts (including any penalties, interest or expenses) as shall be necessary in order that the net amount received by the recipient after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such recipient would have received had such Taxes not been asserted.

If the payor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the recipient the required receipts or other required documentary evidence, the payor shall indemnify the recipient for any incremental Taxes, interest, or penalties that may become payable by any recipient as a result of any such failure.

(b)                                 Each Lender, Bank Investor or Conduit Assignee that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code (a “US Person”)) for United States federal income tax purposes (a “Non-US Lender”) shall deliver or caused to be delivered to the Borrower and the Agent the following properly completed and duly executed documents;

(i)                                     two complete and executed (x) U.S. Internal Revenue Forms W-8BEN (or any successor form thereto) with respect to an income tax treaty providing for a zero rate of withholding tax on interest, or (y) U.S. Internal Revenue Service Forms W-8ECI (or any successor form thereto); or

(ii)                                  two complete and executed U.S. Internal Revenue Service Forms W-8BEN (or any successor form thereto), including all appropriate attachments, documenting the status of such Lender, Bank Investor or Conduit Assignee as a Non-U.S. Lender and (y) a Section 5.11 Certificate.

Such documents shall be delivered by each such Lender, Bank Investor or Conduit Assignee on or before the date it becomes a party to this Loan Agreement and on or before the date, if any, such Lender, Bank Investor or Conduit Assignee changes its applicable lending office by designating a different lending office (a “New Lending Office”).  In addition, each Lender, Bank Investor or Conduit Assignee shall deliver to cause to be delivered such Forms and /or Certificates promptly upon or before the expiration, obsolescence or invalidity of any document previously delivered by such Lender, Bank Investor or Conduit Assignee.  Notwithstanding any other provision of this Section 7.3(b), a Lender, Bank Investor or Conduit

35

Assignee shall not be required to deliver any document pursuant to this Section 7.3(b) that such Lender, Bank Investor or Conduit Assignee is not legally able to deliver.

(c)                                  The Borrower shall not be required to indemnify any Lender, Bank Investor or Conduit Assignee or to pay any additional amounts to any Lender, Bank Investor or Conduit Assignee in respect of any U.S. federal income or withholding tax pursuant to this section 7.3 to the extent that the obligation to withhold any amounts with respect to U.S. federal income tax existed on the date such Lender, Bank Investor or Conduit Assignee became a party to this Loan Agreement.

Section 7.4.                                   Other Costs and Expenses; Breakage Costs.

(a)                                  The Borrower agrees, upon receipt of a written invoice, to cause to be paid, and to save the Lenders, the Surety Provider, the Bank Investors, the Managing Agents and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Lender, any Bank Investor, any Managing Agent and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of any Lender, any Bank Investor, any Managing Agent or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Loan Agreement, the other Operative Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Collateral) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Loan Agreement and the other Operative Documents, (B) arising in connection with any Lender’s, any Bank Investor’s, any Managing Agent’s, the Surety Provider’s or the Agent’s enforcement or preservation of rights (including the perfection and protection of the Collateral under the CCA Agreement and this Loan Agreement) or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Loan Agreement or any of the other Operative Documents (all of such amounts, collectively, “Transaction Costs”).

(b)                                 The Borrower shall pay the Lenders or Bank Investors, as applicable, on demand an Early Collection Fee due on account of the reduction of the Net Investment on a day prior to a Remittance Date.

(c)                                  The Borrower shall pay each Managing Agent for the account of the related Lender and the Bank Investors, as applicable, on demand, such amount or amounts as shall compensate the Lenders and any Bank Investors for any loss, cost or reasonable expense incurred by the Lenders or Bank Investors (as reasonably determined by the Agent) as a result of any reduction of any portion of any Loan other than on the maturity date of the Commercial Paper (or other financing source) funding such portion of any Loan, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Lenders or the Bank Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such portion of any Loan.  The determination by the Managing Agents of the amount of any such loss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be

36

conclusive, absent manifest error and shall be accompanied by reasonably appropriate back-up materials with respect to such amounts.

Section 7.5.                                   Payment.  All amounts required to be paid by the Borrower under this Article VII (other than legal fees to be paid on the Closing Date pursuant to Section 7.4(a)(i)) shall be paid from the funds specified in and in accordance with Section 4.1(d)(viii) and (x) of the CCA Agreement.

ARTICLE 8

MISCELLANEOUS

Section 8.1.                                   Term of Agreement.  This Loan Agreement shall terminate following the Facility Termination Date when the Net Investment has been reduced to zero, all accrued Discount has been paid in full, all other amounts due under this Loan Agreement have been paid in full and all other Aggregate Unpaids have been paid in full; provided, however, that (i) the rights and remedies of the Surety Provider, the Agent, the Managing Agents, the Bank Investors or the Lenders with respect to any representation and warranty made or deemed to be made by Borrower pursuant to this Loan Agreement, (ii) the indemnification and payment provisions of Article VII and (iii) the agreement set forth in Sections 8.9, 8.10 and 8.11 hereof, shall be continuing and shall survive any termination of this Loan Agreement.

Section 8.2.                                   Waivers; Amendments.

(a)                                  No failure or delay on the part of the Agent, any Managing Agent, any Bank Investor, the Surety Provider or any Lender in exercising any power, right, or remedy under this Loan Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right, or remedy preclude any other further exercise thereof or the exercise of any other power, right, or remedy.  The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law.

(b)                                 Any provision of this Loan Agreement may be amended or waived if, but only if, such amendment is in writing and is signed by the Borrower, the Surety Provider, the Agent, the Managing Agents, the Majority Investors and the Lenders; provided that no such amendment or waiver shall, unless signed by each Bank Investor directly affected thereby, (i) increase the Commitment of a Bank Investor, (ii) reduce the Net Investment or rate of Discount to accrue thereon or any fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any scheduled distribution in respect of the Net Investment or Discount with respect thereto or any fees or other amounts payable hereunder or for termination of any Commitment, (iv) change the percentage of the Commitments of Bank Investors which shall be required for the Bank Investors or any of them to take any action under this Section or any other provision of this Loan Agreement, (v) release all or substantially all of the property with respect to which a security or ownership interest therein has been granted hereunder to the Agent or the Bank Investors or (vi) extend or permit the extension of the Scheduled Termination Date (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the Commitment of any Bank Investor); and provided, further, that the signature of the Borrower and the Depositor shall not be required for the effectiveness of any amendment

37

which modifies the representations, warranties, covenants or responsibilities of the Master Servicer at any time when the Master Servicer is not the Depositor or any Affiliate of the Depositor or a successor Master Servicer is designated by the Agent pursuant to Section 7.1.  In the event the Agent requests a Bank Investor’s consent pursuant to the foregoing provisions and the Agent does not receive a consent (either positive or negative) from such Bank Investor within ten (10) Business Days of such Bank Investor’s receipt of such request, then such Bank Investor (and its percentage interest hereunder) shall be disregarded in determining whether the Agent shall have obtained sufficient consent hereunder.

Section 8.3.                                   Notices.  Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth below or at such other address or facsimile number as such party may here-after specify for the purposes of notice to such party.  Each such notice or other communication shall be effective (a) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section and confirmation is received, (b) if given by mail three Business Days following such posting, (c) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (d) if given by any other means, when received at the address specified in this Section 8.3, provided that a Borrowing Request shall only be effective upon receipt by the related Managing Agent.  However, anything in this Section 8.3 to the contrary notwithstanding, the Borrower hereby authorizes the Managing Agents, the Bank Investors and the Lenders to effect Loans and Rate Period selections and to make Eligible Investments based on telephonic notices made by any Person which the Agent in good faith believes to be acting on behalf of the Borrower.  The Borrower agrees to deliver promptly to each Managing Agent a written confirmation of each telephonic notice signed by an Authorized Officer of the Borrower.  However, the absence of such confirmation shall not affect the validity of such notice.  If the written confirmation differs in any material respect from the action taken by the Agent, the records of the Agent shall govern absent manifest error.

If to the Lenders:

▇▇ ▇▇▇▇ Trust

Bank of America, N.A.

▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇  ▇▇▇▇▇

Attention:  ▇▇▇▇ ▇▇▇▇▇▇, Global Structured Finance

Telephone:  (▇▇▇) ▇▇▇-▇▇▇▇

Telecopy:  (▇▇▇) ▇▇▇-▇▇▇▇

(with a copy to the related Managing Agent)

Atlantic Asset Securitization Corp.
Calyon New York Branch Building

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone:  (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy:  (▇▇▇) ▇▇▇-▇▇▇▇

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(with a copy to the related Managing Agent)

If to the Borrower:

Mid-State Trust IX
c/o Wilmington Trust Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone:  (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy:  (▇▇▇) ▇▇▇-▇▇▇▇

Payment Information:

Bank of America, Dallas TX

ABA # : 111 000 012

Acct. Name: Mid-State Trust IX

Acct. #:  375 056 1634

Ref: Mid-State Trust IX / ▇▇ ▇▇▇▇ Trust

with a copy to:

Mid-State Homes, Inc.
▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇  ▇▇▇▇▇
Attention:  General Counsel
Telephone:  (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy:  (▇▇▇) ▇▇▇-▇▇▇▇

If to the Collateral Agent:

Wachovia Bank, National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇^▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:  Corporate Trust Group
Telephone:  (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy:  (▇▇▇) ▇▇▇-▇▇▇▇

If to the Agent, Managing Agent or Bank Investor:

Bank of America, N.A.

▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇  ▇▇▇▇▇

Attention:  ▇▇▇▇ ▇▇▇▇▇▇, Global Structured Finance

Telephone:  (▇▇▇) ▇▇▇-▇▇▇▇

Telecopy:  (▇▇▇) ▇▇▇-▇▇▇▇

39

Payment Information:

Deutsche Bank, New York
as Trustee for ▇▇ ▇▇▇▇ Trust

ABA ▇▇▇-▇▇▇-▇▇▇
Account No. ▇▇-▇▇▇-▇▇▇

Ref:  Mid-State
Attention:  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

If to the Managing Agent or Bank Investor:

Calyon New York Branch

Calyon New York Branch Building

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone:  (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy:  (▇▇▇) ▇▇▇-▇▇▇▇

Payment Information:

Calyon New York Branch
ABA ▇▇▇-▇▇▇-▇▇▇
for the account of
Atlantic Asset Securitization Corp.
Account No. 01-25680-0001-00-001
Attention:  ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

If to the Surety Provider:

Ambac Assurance Corporation.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Structured Finance -Mortgage-Backed Securities
Telephone:  (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy:  (▇▇▇) ▇▇▇-▇▇▇▇

Section 8.4.                                   Governing Law; Submission to Jurisdiction; Integration.

(a)                                  THIS LOAN AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS LOAN AGREEMENT, ANY OTHER OPERATIVE DOCUMENT OR

40

THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING IN THIS SECTION 8.4 SHALL AFFECT THE RIGHT OF THE AGENT, THE MANAGING AGENTS, THE LENDERS, THE SURETY PROVIDER OR ANY BANK INVESTOR TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER, OR ANY OF ITS PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.

(b)                                 EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS LOAN AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS.

(c)                                  This Loan Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

Section 8.5.                                   Severability; Counterparts.  This Loan Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.  Any provisions of this Loan Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Delivery by facsimile of an executed signature page of this Loan Agreement shall be effective as delivery of an executed counterpart hereof.

Section 8.6.                                   Successors and Assigns.

(a)                                  This Loan Agreement shall be binding on the parties hereto and the Surety Provider and their respective successors and assigns; provided, however, that the Borrower may not assign any of its rights or delegate any of its duties hereunder without the prior written consent of the Surety Provider and the Agent.  Except as set forth in clause (b) below, no provision of this Loan Agreement shall in any manner restrict the ability of any Lender or any Bank Investor to assign, participate, grant security interests in, or otherwise transfer any portion of its interest under the Operative Documents.

(b)                                 Any Bank Investor may assign all or any portion of its Commitment and its interest in the Net Investment and its other rights and obligations hereunder to any Person with the written approval of a Managing Agent, on behalf of the related Lender, the Agent and, if

41

such assignee is not an Affiliate of the related Managing Agent, the reasonable consent of the Borrower.  Such Person shall, upon the execution of the Assignment and Assumption Agreement referred to below, become a Bank Investor hereunder.  In connection with any such assignment, the assignor shall deliver to the assignee(s) an Assignment and Assumption Agreement, duly executed, assigning to such assignee a pro rata interest in such assignor’s Commitment and other obligations hereunder and in the Net Investment and other rights hereunder, and such assignor shall promptly execute and deliver all further instruments and documents, and take all further action, that the assignee may reasonably request, in order to protect, or more fully evidence the assignee’s right, title and interest in and to such interest and to enable the Agent, on behalf of such assignee, to exercise or enforce any rights hereunder and under the other Operative Documents to which such assignor is or, immediately prior to such assignment, was a party.  Upon any such assignment, (i) the assignee shall have all of the rights and obligations of the assignor hereunder and under the other Operative Documents to which such assignor is or, immediately prior to such assignment, was a party with respect to such assignor’s Commitment and interest in the Net Investment for all purposes of this Loan Agreement and under the other Operative Documents to which such assignor is or, immediately prior to such assignment, was a party and (ii) the assignor shall have no further obligations with respect to the portion of its Commitment which has been assigned and shall relinquish its rights with respect to the portion of its interest in the Net Investment which has been assigned for all purposes of this Loan Agreement and under the other Operative Documents to which such assignor is or, immediately prior to such assignment, was a party.  No such assignment shall be effective unless a fully executed copy of the related Assignment and Assumption Agreement shall be delivered to the Agent and the Borrower.  Upon execution, the Agent shall deliver a copy of the related Assignment and Assumption Agreement to the Collateral Agent.  All costs and expenses of the Agent incurred in connection with any assignment hereunder shall be borne by the Bank Investor and such assignee.  No Bank Investor shall assign any portion of its Commitment hereunder without also simultaneously assigning an equal portion of its interest in the Program Support Agreement to which it is a party or under which it has acquired a participation.

(c)                                  By executing and delivering an Assignment and Assumption Agreement, the assignor and assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, the assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Loan Agreement, the other Operative Documents or any other instrument or document furnished pursuant hereto or thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value or this Loan Agreement, the other Operative Documents or any such other instrument or document; (ii) the assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any Eligible Originator, the Originator, the Depositor or the Master Servicer or the performance or observance by the Borrower, any Eligible Originator, the Originator, the Depositor or the Master Servicer of any of their respective obligations under this Loan Agreement, the other Operative Documents or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Loan Agreement, each other Operative Document and such other instruments, documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement and to purchase such interest; (iv) such assignee will, independently and without reliance upon the Agent, or any of its Affiliates, or the

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assignor and based on such agreements, documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Loan Agreement and the other Operative Documents; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Loan Agreement, the other Operative Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto and to enforce its respective rights and interests in and under this Loan Agreement, the other Operative Documents and the Affected Assets; (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Loan Agreement and the other Operative Documents are required to be performed by it as the assignee of the assignor; and (vii) such assignee agrees that it will not institute against any Lender any proceeding of the type referred to in Section 8.10 prior to the date which is one year and one day after the payment in full of all Commercial Paper issued by the Lender.

Section 8.7.                                   Waiver of Confidentiality.  The Borrower hereby consents to the disclosure of any non-public information with respect to it received by any Lender, the Surety Provider, the Agent, any Managing Agent or any Bank Investor (A) to any of any Lender, any nationally recognized rating agency rating a Lender’s commercial paper, the Surety Provider, the Agent, any Managing Agent, the Liquidity Provider, the Dealers, or the Credit Support Provider, any other Bank Investor, any dealer or placement agent of or depositary for a Lender’s Commercial Paper or any of such Person’s counsel or accountants in relation to this Loan Agreement or (B) to such other Persons in connection with the enforcement by any such Person of its rights hereunder or under any other Operative Document.  Such consent shall not extend to information concerning any Affiliate of the Borrower.

Section 8.8.                                   Confidentiality Agreement.

(a)                                  The Borrower hereby agrees that it will not disclose the contents of this Loan Agreement or any other proprietary or confidential information of any Lender, any Bank Investor, the Agent, any Managing Agent, the Surety Provider, the Collateral Agent, the Liquidity Provider or the Credit Support Provider to any other Person except (i) its auditors and attorneys, employees or financial advisors (other than any commercial bank), and any nationally recognized rating agency, provided such auditors, attorneys, employees, financial advisors, or rating agencies are informed of the highly confidential nature of such information or (ii) as otherwise required by applicable law or order of a court of competent jurisdiction.

(b)                                 The Lenders, the Bank Investors, the Surety Provider, the Agent, the Managing Agents and the Collateral Agent each hereby agrees that it will not disclose the contents of this Loan Agreement or any other proprietary or confidential information of the Borrower or any Affiliate of the Borrower to any other Person except (i) its auditors and attorneys, employees or financial advisors (other than any commercial bank), and any nationally recognized rating agency, provided such auditors, attorneys, employees, financial advisors, or rating agencies are informed of the highly confidential nature of such information, (ii) as otherwise required by applicable law or order of a court of competent jurisdiction or (iii) as permitted pursuant to Section 8.7.

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(c)                                  Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities laws, each party (and each employee, representative or other agent of each party) hereto may disclose to any and all persons, without limitation of any kind, any information with respect to the United States federal income “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such parties (or their representatives) relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal income tax treatment or tax structure of the transactions contemplated hereby.

Section 8.9.                                   Liability of Owner Trustee.  It is expressly understood and agreed by the parties hereto that (a) this Loan Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it as the Owner Trustee, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Borrower, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the other parties hereto and by any Person claiming by, through or under such parties and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Loan Agreement.

Section 8.10.                             No Bankruptcy Petition Against the Lender.  The Borrower hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all outstanding Commercial Paper or other indebtedness of the Lenders, it will not institute against, or join any other Person in instituting against, any Lender any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 8.11.                             No Recourse Against Lender.  Notwithstanding anything to the contrary contained in this Loan Agreement, the obligations of the Lenders under this Loan Agreement and all other Operative Documents are solely the corporate obligations of the Lenders and shall be payable solely to the extent of funds received from the Borrower in accordance herewith or from any party to any Operative Document in accordance with the terms thereof in excess of funds necessary to pay matured and maturing Commercial Paper.

Section 8.12.                             Assignment by Lenders to Conduit Assignee.

(a)                                  Without limiting Section 2.14 or 8.6 hereof, a Lender may, from time to time, with prior or concurrent notice to the Borrower and the Master Servicer, in one transaction

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or a series of transactions, assign all or a portion of the Net Investment and its rights and obligations under this Loan Agreement and any other Operative Documents to which it is a party to a Conduit Assignee.  Upon and to the extent of such assignment by a Lender to a Conduit Assignee, (i) such Conduit Assignee shall be the owner of the assigned portion of the Net Investment, (ii) the related administrator for such Conduit Assignee will act as the Managing Agent for such Conduit Assignee, with all corresponding rights and powers, express or implied, granted to the Managing Agents hereunder or under the other Operative Documents, (iii) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties shall have the benefit of all the rights and protections provided to such Lender and its Program Support Provider(s) herein and in the other Operative Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of such Lender’s obligations, if any, hereunder or any other Operative Document, and such Lender shall be released from such obligations, in each case to the extent of such assignment, and the obligations of such Lender and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the Net Investment shall be made to the applicable agent or Managing Agent, as applicable, on behalf of the related Lender and such Conduit Assignee on a pro rata basis according to their respective interests, (vi) the definition of the term “CP Rate” with respect to the portion of the Net Investment funded with commercial paper issued by the related Lender from time to time shall be determined in the manner set forth in the definition of “CP Rate” applicable to such Lender on the basis of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (rather than the Lender), (vii) the defined terms and other terms and provisions of this Loan Agreement and the other Operative Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Agent or a Managing Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Agent or such Managing Agent may reasonably request to evidence and give effect to the foregoing.  No assignment by a Lender to a Conduit Assignee of all or any portion of the Net Investment shall in any way diminish the related Bank Investors’ obligation under Section 2.3 to fund any Investment not funded by such Lender or such Conduit Assignee or to acquire from such Lender or such Conduit Assignee all or any portion of the Net Investment pursuant to Section 2.14.  The Agent shall promptly notify the Collateral Agent of any such assignment.

(b)                                 In the event that a Lender makes an assignment to a Conduit Assignee in accordance with clause (a) above, the Bank Investors: (i) if requested by Bank of America, shall terminate their participation in the applicable Program Support Agreement to the extent of such assignment, (ii) if requested by Bank of America, shall execute (either directly or through a participation agreement, as determined by the Managing Agents) the program support agreement related to such Conduit Assignee, to the extent of such assignment, the terms of which shall be substantially similar to those of the participation or other agreement entered into by such Bank Investor with respect to the applicable Program Support Agreement (or which shall be otherwise reasonably satisfactory to Bank of America and the Bank Investors), (iii) if requested by such Lender, shall enter into such agreements as requested by the Lender pursuant to which they shall be obligated to provide funding to the Conduit Assignee on substantially the same terms and conditions as is provided for in this Loan Agreement in respect of the Lender (or which

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agreements shall be otherwise reasonably satisfactory to the Lender and the Bank Investors), and (iv) shall take such actions as the Agent shall reasonably request in connection therewith.

Section 8.13.                             Assignment by a Lender to Program Support Provider.  The Borrower hereby agrees and consents to the assignment by any Lender from time to time of all or any part of its rights under, interest in and title to this Loan Agreement and the Net Investment to any Program Support Provider.

Section 8.14.                             Surety Provider Default.  Notwithstanding anything herein to the contrary, if a Surety Provider Default has occurred and is continuing, any provision giving the Surety Provider the right to consent, appoint, direct, approve of or take any action (or waive any right to take action) hereunder shall be inoperative and such rights shall be vested in the Agent; provided, however, that upon the cure of any such Surety Provider Default, such rights shall be reinstated.

Section 8.15.                             Subrogation and Cooperation. The Borrower, the Lenders and the Bank Investors acknowledge that (i) to the extent that the Surety Provider makes payments under the Surety Bond on account of amounts due on the VFN, the Surety Provider will be fully subrogated to the rights of the Lenders and/or the Bank Investors, as applicable, to the extent thereof, to receive such amounts and (ii) the Surety Provider shall be entitled to be paid such amounts but only from the source and in the manner provided herein and in the other Operative Documents for the payment of such amounts. Each of the Lenders and the Bank Investors shall cooperate in all respects with any reasonable request by the Surety Provider for action to preserve or enforce the Surety Provider’s rights or interest under this Loan Agreement and each of the other Operative Documents without limiting the rights of the Lenders and/or the Bank Investors as otherwise herein set forth, including, without limitation, a request to take any one or more of the following actions, in accordance with the terms of the CCA Agreement:

(i)                                     institute proceedings for the collection of all amounts then payable on the VFN, or under this Loan Agreement in respect of the VFN and all amounts payable under the Operative Documents and to enforce any judgment obtained and collect from the Borrower moneys adjudged due;

(ii)                                  sell the Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law;

(iii)                               file or record all assignments of Accounts that have not previously been recorded; and/or

(iv)                              exercise any remedies of a secured party under the UCC and take any appropriate action to protect and enforce the rights and remedies of the Surety Provider hereunder; provided, however that the actions described in clauses (i), (ii) and (iv) above may only be requested following the occurrence of an Event of Default.

Section 8.16.                             Benefits of Agreement.  The Surety Provider and its successors and assigns shall be third party beneficiaries to the provisions of this Loan Agreement entitled to enforce the provisions hereof.

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Section 8.17.                             Limitation on Payments.  Each party hereto acknowledges and agrees that (i) ▇▇ ▇▇▇▇ Trust is a Delaware statutory trust and that all obligations which ▇▇ ▇▇▇▇ Trust has or may in the future have to any party to this Agreement or any other party in respect of this Agreement or the other Operative Documents are obligations and liabilities solely of the series of the trust, as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.Code §3801 et. seq., which has been designated to hold the VFN and to have the rights and obligations of a Lender under this Agreement and the other Operative Documents and not of the ▇▇ ▇▇▇▇ Trust generally and that any such obligations and liabilities may be satisfied solely from the assets of such series of the trust and (ii) Atlantic Asset Securitization Corp. is a Delaware corporation and that all obligations which Atlantic Asset Securitization Corp. has or may in the future have to any party to this Agreement or any other party in respect of this Agreement or the other Operative Documents are obligations and liabilities solely of Atlantic Asset Securitization Corp.

ARTICLE 9

THE AGENT

Section 9.1.                                   Appointment and Authorization of Agent.  Each Bank Investor and each Lender hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Loan Agreement and each other Operative Document and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Loan Agreement and any other Operative Document, together with such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary contained elsewhere in this Loan Agreement or in any other Operative Document, the Agent shall not have any duties or responsibilities, except those expressly set forth in this Loan Agreement, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender or any Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Loan Agreement or any other Operative Document or otherwise exist against the Agent.  Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Loan Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section 9.2.                                   Delegation of Duties.  The Agent may execute any of its duties under this Loan Agreement or any other Operative Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  The Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.

Section 9.3.                                   Liability of Agent.  No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Loan Agreement or any other Operative Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any Investor for any recital, statement, representation or warranty made by the Borrower, any

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Eligible Originator, the Originator, the Depositor or the Master Servicer, or any officer thereof, contained in this Loan Agreement or in any other Operative Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Loan Agreement or any other Operative Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Loan Agreement or any other Operative Document, or for any failure of the Borrower, any Eligible Originator, the Originator, the Depositor, the Master Servicer or any other party to any Operative Document to perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under any obligation to any Lender or any Bank Investor to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Loan Agreement or any other Operative Document, or to inspect the properties, books or records of the Borrower, any Eligible Originator, the Originator, the Depositor or the Master Servicer or any of their respective Affiliates.

Section 9.4.                                   Reliance by Agent.

(a)                                  the Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrower, any Eligible Originator, the Originator, the Depositor and the Master Servicer), independent accountants and other experts selected by the Agent.  The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement or any other Operative Document unless it shall first receive such advice or concurrence of the Majority Investors as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders and the Bank Investors against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement or any other Operative Document in accordance with a request or consent of the Majority Investors or, if required hereunder, all Investors and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Investors.

(b)                                 For purposes of determining compliance with the conditions specified in Article V, each Lender and each Bank Investor that has executed this Loan Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Agent to such Lender or such Bank Investor for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender or such Bank Investor.

Section 9.5.                                   Notice of Potential Event of Default, Event of Default Facility, Termination Event or Servicer Default.  The Agent shall not be deemed to have knowledge or notice of the occurrence of a Potential Event of Default, an Event of Default, Facility Termination Event or a Servicer Default, unless the Agent has received written notice from a Lender, the Surety Provider, a Bank Investor or the Borrower referring to this Loan Agreement, describing such Potential Event of Default, an Event of Default, Facility Termination Event or Servicer Default and stating that such notice is a “Notice of Potential Event of Default,” “Notice

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of Event of Default”, “Notice of Facility Termination Date” or “Notice of Servicer Default,” as applicable.  The Agent will notify the Bank Investors and the Borrower of its receipt of any such notice.  The Agent shall (subject to Section 9.4) take such action with respect to such Potential Event of Default, Event of Default, Facility Termination Event or Servicer Default as may be requested by the Majority Investors, provided, however, that, unless and until the Agent shall have received any such request, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Event of Default, Event of Default or Servicer Default as it shall deem advisable or in the best interest of the Lenders and the Bank Investors.

Section 9.6.                                   Credit Decision; Disclosure of Information by the Agent.  Each Bank Investor and each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, the Master Servicer, the Originator, any Eligible Originator, the Depositor or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank Investor or any Lender as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession.  Each Bank Investor and each Lender, including any Bank Investor by assignment, represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Master Servicer, the Originator, each Eligible Originator, the Depositor or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Loan Agreement and to extend credit to the Borrower hereunder.  Each Bank Investor and each Lender also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Loan Agreement and the other Operative Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Master Servicer, each Eligible Originator, the Depositor or the Originator.  Except for notices, reports and other documents expressly herein required to be furnished to the Bank Investors and the Lenders by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower, the Master Servicer, the Originator, each Eligible Originator, the Depositor or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Section 9.7.                                   Indemnification of the Agent.  Whether or not the transactions contemplated hereby are consummated, the Bank Investors shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided, however, that no Bank Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful

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misconduct; provided, however, that no action taken in accordance with the directions of the Majority Investors shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section.  Without limitation of the foregoing, each Bank Investor shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Loan Agreement, any other Operative Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower.  The undertaking in this Section 9.7 shall survive payment of all Aggregate Unpaids and the resignation or replacement of the Agent.

Section 9.8.                                   Agent in Individual Capacity.  Bank of America (and any successor acting as Agent) and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any of the Borrower, the Originator, any Eligible Originator, the Depositor and the Master Servicer or any of their Subsidiaries or Affiliates as though Bank of America were not the Agent or a Bank Investor hereunder and without notice to or consent of the Lenders or the Bank Investors.  The Bank Investors acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding the Borrower, the Originator, the Master Servicer, each Eligible Originator, the Depositor or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation to provide such information to them.  With respect to its Commitment, Bank of America (and any successor acting as Agent) in its capacity as a Bank Investor hereunder shall have the same rights and powers under this Loan Agreement as any other Bank Investor and may exercise the same as though it were not the Agent or a Bank Investor, and the term “Bank Investor” or “Bank Investors” shall, unless the context otherwise indicates, include the Agent in its individual capacity.

Section 9.9.                                   Resignation of Agent.  The Agent may resign as Agent upon thirty (30) days’ notice to the Bank Investors and the Lenders.  If the Agent resigns under this Loan Agreement, the Majority Investors shall appoint, with the consent of the Borrower, which consent shall not unreasonably be withheld, from among the Bank Investors a successor agent for the Bank Investors.  If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Bank Investors a successor agent from among the Bank Investors and, with the consent of the Borrower, which consent shall not unreasonably be withheld.  Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be terminated.  After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 9.9 and Sections 9.3 and 9.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Loan Agreement.  If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Bank Investors shall

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perform all of the duties of the Agent hereunder until such time, if any, as the Majority Investors appoint a successor agent as provided for above.

Section 9.10.                             Payments by the Agent.  Unless specifically allocated to a Bank Investor pursuant to the terms of this Loan Agreement, all amounts received by the Agent on behalf of the Bank Investors shall be paid by the Agent to the Bank Investors (at their respective accounts specified in their respective Assignment and Assumption Agreements) pro rata in accordance with their respective outstanding funded portions of the Net Investment on the Business Day received by the Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case the Agent shall use its reasonable efforts to pay such amounts to the Bank Investors on such Business Day, but, in any event, shall pay such amounts to the Bank Investors not later than the following Business Day.

Section 9.11.                             Notification by Agent.

(a)                                  The Agent agrees, upon its receipt of notice of a Facility Termination Date described in clause (b), (d) or (e) of the definition thereof, to promptly notify the Borrower of any such occurrence; provided, however, that no failure to give or any delay in giving such notice shall affect the occurrence of the Facility Termination Date.

(b)                                 The Agent agrees to provide a copy of the following notices, reports or certificates received by it under this Loan Agreement to the Surety Provider promptly upon receipt thereof:(i)                             acknowledgment copies of financing statements referred to in Section 4.2(e) hereof; and documents required pursuant to Section 4.2(f) hereof; and

(ii)                                  any financial information required pursuant to Section 5.1(b) hereof.

ARTICLE 10

THE MANAGING AGENTS

Section 10.1.                             Appointment and Authorization of Managing Agents.  With respect to each applicable Group, each Bank Investor and the related Lender hereby irrevocably appoints, designates and authorizes the related Managing Agent to take such action on its behalf under the provisions of this Loan Agreement and each other Operative Document and to exercise such powers and perform such duties as are expressly delegated to such Managing Agent by the terms of this Loan Agreement and any other Operative Document, together with such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary contained elsewhere in this Loan Agreement or in any other Operative Document, such Managing Agent shall not have any duties or responsibilities, except those expressly set forth in this Loan Agreement, nor shall such Managing Agent have or be deemed to have any fiduciary relationship with the related Lender or any Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Loan Agreement or any other Operative Document or otherwise exist against such Managing Agent.  Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Loan Agreement with reference to such Managing Agent is not intended to connote any fiduciary or other implied (or express)

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obligations arising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section 10.2.                             Delegation of Duties.  Each Managing Agent may execute any of its duties under this Loan Agreement or any other Operative Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  No Managing Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.

Section 10.3.                             Liability of Managing Agents.  No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Loan Agreement or any other Operative Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any Investor for any recital, statement, representation or warranty made by the Borrower, any Eligible Originator, the Originator, the Depositor or the Master Servicer, or any officer thereof, contained in this Loan Agreement or in any other Operative Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Managing Agents under or in connection with, this Loan Agreement or any other Operative Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Loan Agreement or any other Operative Document, or for any failure of the Borrower, any Eligible Originator, the Originator, the Depositor, the Master Servicer or any other party to any Operative Document to perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under any obligation to any Lender or any Bank Investor to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Loan Agreement or any other Operative Document, or to inspect the properties, books or records of the Borrower, any Eligible Originator, the Originator, the Depositor or the Master Servicer or any of their respective Affiliates.

Section 10.4.                             Reliance by Managing Agents.(a)            Each Managing Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrower, any Eligible Originator, the Originator, the Depositor and the Master Servicer), independent accountants and other experts selected by the Managing Agents.  Each Managing Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement or any other Operative Document unless it shall first receive such advice or concurrence of the Majority Investors as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders and the Bank Investors against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  Each Managing Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement or any other Operative Document in accordance with a request or consent of the Majority Investors or, if required hereunder, all Investors and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Investors.(b)       For purposes of determining compliance with the conditions specified in Article V, each Lender and each Bank Investor that has executed this

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Loan Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Managing Agents to such Lender or such Bank Investor for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender or such Bank Investor.

Section 10.5.                             Notice of Potential Event of Default, Event of Default Facility, Termination Event or Servicer Default.  No Managing Agent shall be deemed to have knowledge or notice of the occurrence of a Potential Event of Default, an Event of Default, Facility Termination Event or a Servicer Default, unless a Managing Agent has received written notice from a Lender, the Surety Provider, a Bank Investor or the Borrower referring to this Loan Agreement, describing such Potential Event of Default, an Event of Default, Facility Termination Event or Servicer Default and stating that such notice is a “Notice of Potential Event of Default,” “Notice of Event of Default”, “Notice of Facility Termination Date” or “Notice of Servicer Default,” as applicable.  Each Managing Agent will notify the Bank Investors and the Borrower of its receipt of any such notice.  Each Managing Agent shall (subject to Section 10.4) take such action with respect to such Potential Event of Default, Event of Default, Facility Termination Event or Servicer Default as may be requested by the Majority Investors, provided, however, that, unless and until a Managing Agent shall have received any such request, such Managing Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Event of Default, Event of Default or Servicer Default as it shall deem advisable or in the best interest of the Lenders and the Bank Investors.

Section 10.6.                             Credit Decision; Disclosure of Information by the Managing Agents.  Each Bank Investor and each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Managing Agents hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, the Master Servicer, the Originator, any Eligible Originator, the Depositor or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank Investor or any Lender as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession.  Each Bank Investor and each Lender, including any Bank Investor by assignment, represents to the Managing Agents that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Master Servicer, the Originator, each Eligible Originator, the Depositor or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Loan Agreement and to extend credit to the Borrower hereunder.  Each Bank Investor and each Lender also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Loan Agreement and the other Operative Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, the Master Servicer, each Eligible Originator, the Depositor or the Originator.  Except for notices, reports and other documents expressly herein required to be furnished to the Bank Investors and

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the Lenders by the Managing Agents herein, the Managing Agents shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower, the Master Servicer, the Originator, each Eligible Originator, the Depositor or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Section 10.7.                             Indemnification of the Managing Agents.  Whether or not the transactions contemplated hereby are consummated, the Bank Investors shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided, however, that no Bank Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Majority Investors shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section.  Without limitation of the foregoing, with respect to each Group, each Bank Investor shall reimburse the related Managing Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by such Managing Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Loan Agreement, any other Operative Document, or any document contemplated by or referred to herein, to the extent that such Managing Agent is not reimbursed for such expenses by or on behalf of the Borrower.  The undertaking in this Section 10.7 shall survive payment of all Aggregate Unpaids and the resignation or replacement of the Managing Agents.

Section 10.8.                             Managing Agents in Individual Capacity.  Bank of America and Calyon (and any successors acting as Managing Agent) and their Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any of the Borrower, the Originator, any Eligible Originator, the Depositor and the Master Servicer or any of their Subsidiaries or Affiliates as though Bank of America and Calyon were not the Managing Agents or Bank Investors hereunder and without notice to or consent of the Lenders or the Bank Investors.  The Bank Investors acknowledge that, pursuant to such activities, Bank of America and Calyon or their Affiliates may receive information regarding the Borrower, the Originator, the Master Servicer, each Eligible Originator, the Depositor or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Managing Agents shall be under no obligation to provide such information to them.  With respect to its Group’s Commitment, Bank of America and Calyon (and any successors acting as Managing Agent) in their capacities as Bank Investors hereunder shall have the same rights and powers under this Loan Agreement as any other Bank Investor and may exercise the same as though they were not a Managing Agent or a Bank Investor, and the term “Bank Investor” or “Bank Investors” shall, unless the context otherwise indicates, include the Managing Agents in its individual capacity.

Section 10.9.                             Resignation of Managing Agents.  Each Managing Agent may resign as Managing Agent upon thirty (30) days’ notice to the Bank Investors and the Lenders.  If a

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Managing Agent resigns under this Loan Agreement, with respect to each Group, the Majority Investors shall appoint, with the consent of the Borrower, which consent shall not unreasonably be withheld, from among the Bank Investors a successor agent for the Bank Investors.  If no successor agent is appointed prior to the effective date of the resignation of a Managing Agent, such Managing Agent may appoint, after consulting with the related Bank Investors a successor agent from among such Bank Investors and, with the consent of the Borrower, which consent shall not unreasonably be withheld.  Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Managing Agent and the term “Managing Agent” shall include such successor agent and the retiring Managing Agent’s appointment, powers and duties as Managing Agent shall be terminated.  After any retiring Managing Agent’s resignation hereunder as Managing Agent, the provisions of this Section 10.9 and Sections 10.3 and 10.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Managing Agent under this Loan Agreement.  If no successor agent has accepted appointment as a Managing Agent by the date which is thirty (30) days following a retiring Managing Agent’s notice of resignation, the retiring Managing Agent’s resignation shall nevertheless thereupon become effective and the related Bank Investors shall perform all of the duties of such Managing Agent hereunder until such time, if any, as the Majority Investors appoint a successor agent as provided for above.

Section 10.10.                       Payments by the Managing Agents.  Unless specifically allocated to a Bank Investor pursuant to the terms of this Loan Agreement, all amounts received by the Managing Agents on behalf of the related Bank Investors shall be paid by such Managing Agent to such Bank Investors (at their respective accounts specified in their respective Assignment and Assumption Agreements) pro rata in accordance with their respective outstanding funded portions of the Net Investment on the Business Day received by such Managing Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case such Managing Agent shall use its reasonable efforts to pay such amounts to such Bank Investors on such Business Day, but, in any event, shall pay such amounts to such Bank Investors not later than the following Business Day.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Variable Funding Loan Agreement as of the date first written above.

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EXHIBIT A

FORM OF VARIABLE FUNDING NOTE

New York, New York

[DATE]

FOR VALUE RECEIVED, the undersigned, MID-STATE TRUST IX, a Delaware business trust (the “Borrower”), promises to pay to the order of [APPLICABLE MANAGING AGENT] (the “Managing Agent” and the “Bank Investor”) for [▇▇ ▇▇▇▇ Trust/ Atlantic Asset Securitization Corp.], (the “Lender”) and the Bank Investor, on the date specified in the Loan Agreement (as hereinafter defined), at the office of the Managing Agent, [Bank of America, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ / Calyon New York Branch, Calyon New York Branch Building, 1301 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇], in lawful money of the United States of America and in immediately available funds, the principal amount of [                                                     ($                 )], or, if less, the aggregate unpaid principal amount of all Loans made by the Lender or the Bank Investor to the Borrower pursuant to the Loan Agreement, and to pay interest at such office, in like money, from the date hereof on the unpaid principal amount of such Loans from time to time outstanding at the rates and on the dates specified in Sections 2.4 and 2.5 of the Loan Agreement and in the CCA Agreement.

The Managing Agent is authorized to record, on the schedules annexed hereto and made a part hereof or on other appropriate records of the Managing Agent , the date and the amount of each Loan made by the Lender or the Bank Investor, as applicable, each continuation thereof, the Rate Period and Rate Type for such Loan and the date and amount of each payment or prepayment of principal thereof.  Any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided that the failure of the Managing Agent to make any such recordation (or any error in such recordation) shall not affect the obligations of the Borrower hereunder or under the Loan Agreement in respect of the Loans.

This Variable Funding Note is one of the Variable Funding Notes referred to in the Amended and Restated Variable Funding Loan Agreement dated as of November 19, 2004 (as amended, supplemented, restated or otherwise modified and in effect from time to time, the “Loan Agreement”) among [APPLICABLE MANAGING AGENT], as Managing Agent, [the Agent] and Bank Investor, the Lender, the Borrower, Wachovia Bank, National Association, as Custodian/Collateral Agent and [OTHER LENDER AND MANAGING AGENT], and is entitled to the benefits thereof.  Capitalized terms used herein without definition have the meanings assigned to them in Annex A to the Loan Agreement.

This Variable Funding Note is subject to optional and mandatory prepayment as provided in the Loan Agreement and shall mature on the Stated Maturity Date.

Upon the occurrence of an Event of Default, the Controlling Party shall have all of the remedies specified in the Loan Agreement.  The Controlling Party and the Managing Agent each hereby waive presentment, demand, protest, and all notices of any kind.

THIS VARIABLE FUNDING NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Schedule 1 to

VARIABLE FUNDING NOTE

EXHIBIT B

[Form of Borrowing Request]

BORROWING REQUEST

MID-STATE TRUST IX (the “Borrower”), pursuant to Section 2.3 of the Amended and Restated Variable Funding Loan Agreement dated as of November 19, 2004 (as amended, modified, restated or supplemented from time to time, the “Loan Agreement”), hereby requests that [▇▇ ▇▇▇▇ Trust] [Atlantic Asset Securitization Corp.] [the Bank Investors] make a Loan to it pursuant to the following instructions:

Loan Date:

Loan amount:                                      [including the principal amount of any Related Commercial Paper issued in amount in excess of the original requested Loan amount, subject to compliance with the provisions of Section 2.1(a) of the Loan Agreement]

Rate Period(s):

Rate Type(s):

Account to be credited:                                      [bank name]

ABA No.

Account No.

Reference No.

Please credit the above-mentioned account on the Loan Date.  Capitalized terms used herein have the meaning assigned to them in the Loan Agreement.

APB:                    $

AMV:               $

Borrowing Base:        $

The Borrower hereby certifies as of the date hereof that:

no Event of Default, Potential Event of Default, Potential Facility Termination Event or Facility Termination Event shall have occurred and the Loan to be made on such Loan Date will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under any of the Operative Documents to which the Borrower is a party, or any indenture, mortgage, deed of trust or other agreement or instrument to which the Borrower is a party or by which it is bound, or any order of any Governmental Authority entered in any proceeding to which the Borrower is a party or by which it may

be bound or to which it may be subject, and all conditions precedent provided in Section 4.2 of the Loan Agreement relating to the Loan to be made on such Loan Date have been complied with;

the Borrower is the owner of and has good title to each Account, has not assigned any interest or participation in any such Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Account to the Collateral Agent, and no other Person has any lien on, security interest in or other rights to any such Account;

the Borrower has Granted to the Collateral Agent all of its right, title, and interest in and to each Account Granted to the Collateral Agent by it to secure the VFN and the amounts owed hereunder;

the information set forth in the Schedule of Accounts delivered to the Collateral Agent and the Agent is correct in all material respects;

no Material Adverse Effect shall have occurred in the affairs of the Borrower or the Master Servicer or the value of the Accounts since June 30, 2004, with respect to the first Loan made on or after the Closing Date, or the immediately preceding Loan Date, with respect to each Loan thereafter; and

the representations and warranties set forth in Section 3.1 of the Loan Agreement are true and correct on and as of the Loan Date for such Loan, both before and after giving effect to such Loan.

Dated:                                    , 20     

EXHIBIT C

FORM OF BORROWER’S COUNSEL OPINION

EXHIBIT D

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

Reference is made to the Amended and Restated Variable Funding Loan Agreement dated as of November 19, 2004 as it has been and may be amended or otherwise modified from time to time (as  so amended or modified, the “Agreement”) among ▇▇ ▇▇▇▇ Trust, as a lender (a ”Lender”), Atlantic Asset Securitization Corp., as a lender (a “Lender”), Mid-State Trust IX, as the borrower (the “Borrower”), Wachovia Bank, National Association, as the custodian/collateral agent (the “Custodian/Collateral Agent”),  Bank of America, National Association, as the agent, a managing agent and a bank investor (“Bank of America”) and Calyon New York Branch, as a managing agent and a bank investor (“Calyon).  Terms defined in the Agreement are used herein with the same meaning.

[                              ] (in its capacity as a bank investor, the “Assignor”) and [                              ] (the “Assignee”) agree as follows:

1.                                       The Assignor hereby sells and assigns to the Assignee, without recourse and without representation and warranty, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to all of the Assignor’s rights and obligations under the Agreement and the other Operative Documents.  Such interest expressed as a percentage of all rights and obligations of the Bank Investors, shall be equal to the percentage equivalent of a fraction, the numerator of which is $[                              ] and the denominator of which is the Facility Limit, or [        ]%.  After giving effect to such sale and assignment, the Assignee’s Commitment will be $[                         ], and the Assignee will not be required to fund hereunder an aggregate amount at any time outstanding in excess of such amount.

2.                                       [In consideration of the payment of $[                         ], being [        ]% of the existing Net Investment [(there being no unpaid accrued Discount)], receipt of which payment is hereby acknowledged, the Assignor hereby assigns to the Agent for the account of the Assignee, and the Assignee hereby purchases from the Assignor, a [        ]% interest in and to all of the Assignor’s right, title and interest in and to the Net Investment.]  [include if an existing Net Investment is being assigned.]

3.                                       The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Adverse Claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement, any other Operative Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement, any other Operative Document or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any of the Borrower, any Eligible Originator, the Originator, the Depositor, the Master Servicer or the performance or observance by any of the Borrower, any Eligible Originator, the Originator, the Depositor or the Master Servicer of any of its obligations under the Agreement, any other Operative Document, or any instrument or document furnished pursuant thereto.

4.                                       The Assignee (i) confirms that it has received a copy of the Agreement, each other Operative Document and such other instruments, documents and information as deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement (the “Assignment”) and to purchase such interest; (ii) agrees that it will, independently and without reliance upon the Agent, any of its Affiliates, the Assignor or any other Bank Investor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement and any other Operative Document; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement and the other Operative Documents as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto and to enforce its respective rights and interests in and under the Agreement, the other Operative Documents and the Affected Assets; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Bank Investor; and (v) specifies as its address for notices and its account for payments the office and account set forth beneath its name on the signature pages hereof; and (vi) agrees that it will not institute against the Lender any proceeding of the type referred to in Section 8.10 of the Agreement prior to the date which is one year and one day after the payment in full of all Commercial Paper issued by the Lender.

5.                                       The effective date for this Assignment shall be [                        ], 20[    ] (the ”Effective Date”).  Following the execution of this Assignment and the consent of each Managing Agent, on behalf of the Lenders, the Agent and the Borrower, this Assignment will be delivered to the Agent for acceptance and subsequent delivery to the Collateral Agent.

6.                                       Upon such acceptance and delivery to the Collateral Agent and as of the  Effective Date:

(a)                                  the Assignee shall be a party to the Agreement and, to the extent provided in this  Assignment, have the rights and obligations of a Bank Investor thereunder;

(b)                                 the Assignor shall, to the extent provided in this Assignment, relinquish its rights and be released from its obligations under the Agreement;

(c)                                  the Agent shall make all payments under the Agreement in respect of the interest assigned hereby (including, without limitation, all payments in respect of such interest in Net Investment, Discount and fees) to the Assignee;

(d)                                 the Assignor and Assignee shall make all appropriate adjustments in payments under the Agreement for periods prior to the Effective Date directly between themselves; and

(e)                                  [the Agreement and the other Operative Documents, including this Assignment, will be amended or will be amended and restated as of the Effective Date to (among other things) cause [                        ] to become a lender under the Agreement.]

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Thereafter, the Assignee will hold the [        ]% interest in and to all of the Assignor’s right, title and interest in and to the Net Investment purchased from the Assignor hereunder as agent for itself as a Bank Investor and for [                        ] as a lender under the Agreement.

7.                                      THIS ASSIGNMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF NEW YORK’S GENERAL OBLIGATIONS LAW).

8.                                       This Assignment contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

9.                                       If any one or more of the covenants, agreements, provisions or terms of this Assignment shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this Assignment and shall in no way affect the validity or enforceability of the other provisions of this Assignment.

10.                                 This Assignment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

11.                                 Delivery by facsimile of an executed counterpart of the signature page to this Assignment shall be effective as delivery of an executed counterpart hereof.

12.                                 This Assignment shall be binding on the parties hereto and their respective successors and assigns.

The parties hereto have caused this Assignment and Assumption Agreement to be executed by their respective officers thereunto duly authorized as of the Effective Date.