Commitments. The aggregate amount of each Tranche A Lender’s Pro Rata Share of the Tranche A Revolving Loans, Swing Line Loans and Letter of Credit Accommodations shall not exceed the amount of such Lender’s Tranche A Commitment, as the same may from time to time be amended in accordance with the provisions hereof. The aggregate amount of each Tranche A-1 Lender’s Pro Rata Share of the Tranche A-1 Revolving Loans shall not exceed the amount of such Lender’s Tranche A-1 Commitment, as the same may from time to time be amended in accordance with the provisions hereof.

Commitments. [Annex I] attached to the Credit Agreement is hereby deleted in its entirety and replaced with [Annex I] to Credit Agreement appended to this Second Amendment as Exhibit A.

Subject to and upon the terms and conditions herein set forth, each Lender having a Senior Interim Loan Commitment severally agrees to make a loan or loans (each a “Senior Interim Loan”) in a single draw on the Closing Date to the Borrower in Dollars, which Senior Interim Loans shall not exceed for any such Lender the Senior Interim Loan Commitment of such Lender and in the aggregate shall not exceed $330,000,000.

Takeout Commitments. With respect to any Takeout Commitment with an Agency, if applicable, # with respect to the wire transfer instructions as set forth in Freddie Mac Form 987 (Wire Transfer Authorization for a Cash Warehouse Delivery) such wire transfer instructions are identical to [[Organization B:Organization]]’s wire instructions or the [[Organization B:Organization]] has approved such wire transfer instructions in writing in its sole discretion, or # the Payee Number set forth on Fannie Mae Form 1068 (Fixed-Rate, Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule), as applicable, is identical to the Payee Number that has been identified by [[Organization B:Organization]] in writing as [[Organization B:Organization]]’s Payee Number or the [[Organization B:Organization]] has approved the related Payee Number in writing in its sole discretion. With respect to any Takeout Commitment with an Agency for which the Agency is swapping the related Purchased Mortgage Loans for a mortgage backed security, the applicable Agency documents list [[Organization B:Organization]] or its designee as sole subscriber.

Other Commitments. Additional Classes of Commitments may be established as provided in Section 2.18, and the Loans thereunder shall be made in accordance with, and subject to the terms and conditions set forth in, such Section.

Revolver Commitments. The Revolver Commitments shall terminate on the Maturity Date. Borrower may reduce the Revolver Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of # the Revolver Usage as of such date, plus # the principal amount of all Revolving Loans not yet made as to which a request has been given by Borrower under [Section 2.3(a)], plus # the amount of all Letters of Credit not yet issued as to which a request has been given by Borrower pursuant to [Section 2.11(a)]. Each such reduction shall be in an amount which is not less than $2,500,000 (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $2,500,000), shall be made by providing not less than 5 Business Days' prior written notice to Agent, and shall be irrevocable. Once reduced, the Revolver Commitments may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its ratable share thereof.

Revolving Commitments. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, each Borrower shall immediately prepay its Revolving Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this [Section 2.05(b)(i)] unless after the prepayment in full of the Revolving Loans and the Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Subject to and upon the terms and conditions set forth herein, Lender agrees to make, at any time and from time to time on or after the Effective Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each a “Revolving Loan” and, collectively, the “Revolving Loans”) to Borrower, which Revolving Loans # shall be denominated in Dollars, # may be repaid and reborrowed in accordance with the provisions hereof, and # shall not exceed in aggregate principal amount at any time the Revolving Loan Commitment.

Additional to all other clauses and commitments in this Agreement, both parties acknowledge and agree to the following –

Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.