The Plan satisfies the requirements of section 1129(a)(10) of the Bankruptcy Code. As evidenced by the Voting Reports, the Voting Classes, each of which is impaired, voted to accept the Plan by the requisite numbers and amounts of Claims and Interests, determined without including any acceptance of the Plan by any insider (as that term is defined in section 101(31) of the Bankruptcy Code), specified under the Bankruptcy Code.

Class. All Eligible Directors are eligible to receive Performance Awards.

A Party which has made a payment in accordance with this Clause 15.7 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

Guarantor agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: # the death, disability or lack of corporate power of [[Organization B:Organization]], Guarantor or any other guarantor of all or any part of the Guaranteed Obligations; # any receivership, insolvency bankruptcy, disability or other proceedings affecting [[Organization B:Organization]], Guarantor or any other guarantor of all or any part of the Guaranteed Obligations, or any of their respective property; # the partial or total release or discharge of [[Organization B:Organization]] or any other guarantor of all or any part of the Guaranteed Obligations, or any other Person from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Obligations, whether occurring by reason of law or otherwise; # the taking or accepting of any collateral for all or any part of the Guaranteed Obligations or this Guaranty; # the taking or accepting of any other guaranty for all or any part of the Guaranteed Obligations; # any failure by [[Organization C:Organization]] to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Obligations or this Guaranty; # the impairment of any collateral securing all or any part of the Guaranteed Obligations or this Guaranty; # any failure by [[Organization C:Organization]] to sell any collateral securing all or any part of the Guaranteed Obligations or this Guaranty in a commercially reasonable manner or as otherwise required by Law; # any invalidity or unenforceability of or defect or deficiency in any Warehouse Document; # any other circumstance which might otherwise constitute a defense available to, or discharge of, [[Organization B:Organization]], Guarantor or any other guarantor of all or any part of the Guaranteed Obligations; # the discretionary purchase by [[Organization C:Organization]] of any Participation Interests pursuant to the Warehouse Agreement, thus increasing the Guaranteed Obligations; or # the sale, transfer, assignment or conveyance by [[Organization B:Organization]] of all or any portion of the Mortgage Loans as contemplated by the Warehouse Agreement.

Class Expenses. Each Class of shares may be subject to different Class expenses (collectively, “Class Expenses”) consisting of:

“Class A Shareholder” shall mean any holder of at least one Class A Share.

One Obligation. The Revolving Loans, Letter of Credit Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

One Original. With respect to each Receivable with respect to which the related Contract does not constitute an Electronic Contract, there is only one executed original of the Contract (except in the case of a Convenience Check) related to such Receivable. Further, the Contract relating to such Receivable described in the preceding sentence does not have any stamps, marks or notations indicating any interest of any other Person, or if it has any stamps, marks or notations indicating an interest of any other Person, such stamps, marks or notations have been cancelled or voided (or if such stamp, mark or notation is in the name of an agent (or any predecessor agent) under the Senior Revolver, the Borrower has the right to cancel or void such stamp, mark or notation without the consent of such agent (or any predecessor agent, as applicable) and such agent (or any predecessor agent, as applicable) has released in writing its lien on such Contract).

Class B Stock and Class C Stock. Except as expressly provided herein (including without limitation the last sentence of paragraph # of this [subsection (2)]), each holder of shares of Class B Stock and Class C Stock will be entitled to five (5) votes for each share thereof held at the Record Date for the determination of the stockholders entitled to vote on any matter.

Class Action Waiver. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The Parties agree to arbitrate solely on an individual basis, and that this agreement to arbitrate does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.