DEBTOR-IN-POSSESSION FINANCING AND SECURITY AGREEMENT Dated as of January 28, 2003 by and among OAKWOOD HOMES CORPORATION, as debtor and debtor-in-possession, CERTAIN OF ITS AFFILIATES, as debtors and debtors-in-possession, OAKWOOD SERVICING HOLDINGS CO., LLC, as a Non-Debtor Borrower, THE TRANCHE A LENDERS PARTY HERETO and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., as Agent TABLE OF CONTENTS

EXHIBIT 10.1

DEBTOR-IN-POSSESSION FINANCING AND SECURITY AGREEMENT

Dated as of January 28, 2003

by and among

OAKWOOD HOMES CORPORATION,
as debtor and debtor-in-possession,

CERTAIN OF ITS AFFILIATES,
as debtors and debtors-in-possession,

OAKWOOD SERVICING HOLDINGS CO., LLC,
as a Non-Debtor Borrower,

THE TRANCHE A LENDERS PARTY HERETO

and

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,

as Agent

TABLE OF CONTENTS

ii

SCHEDULES AND EXHIBITS

iii

DEBTOR-IN-POSSESSION FINANCING AND SECURITY AGREEMENT

     This DEBTOR-IN-POSSESSION FINANCING AND SECURITY AGREEMENT, dated as of January 28, 2003, by and among Oakwood Homes Corporation, as a debtor and a debtor-in-possession, a North Carolina corporation (the “Parent”), the affiliates of the Parent listed on Schedule 1.01(A) hereto, each as a debtor and a debtor-in-possession (together with the Parent, individually a “Debtor Borrower” and collectively, the “Debtor Borrowers”), Oakwood Servicing Holdings Co., LLC, a Nevada limited liability company (individually the “Non-Debtor Borrower” and collectively with the Debtor Borrowers, the “Borrowers”), the Tranche A Lenders party hereto and set forth on Schedule 1.01(F) hereto (each individually a “Tranche A Lender” and collectively, the “Tranche A Lenders”) and Greenwich Capital Financial Products, Inc., a Delaware corporation, as agent for the Tranche A Lenders (in such capacity, the “Agent”).

RECITALS

     WHEREAS, on November 15, 2002, the Debtor Borrowers commenced cases (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), and the Debtor Borrowers have retained possession of their assets and are authorized under the Bankruptcy Code to continue the operation of their businesses as debtors-in-possession;

     WHEREAS, by an order dated November 15, 2002, the Bankruptcy Court authorized the joint administration of the bankruptcy estate of each Debtor Borrower;

     WHEREAS, the Non-Debtor Borrower is not a party to the Chapter 11 Cases but is a wholly-owned, direct Subsidiary of OAC LLC, which is a Debtor Borrower;

     WHEREAS, the Borrowers, the Tranche A Lenders and the Agent wish to enter into an agreement to provide a senior, secured, superpriority debtor-in-possession financing facility of up to $140,000,000 on a revolving basis (the “Tranche A Facility”) to the Borrowers, to be used by the Borrowers to pay off the Foothill Facility and for working capital and other general corporate purposes, including the costs of the Chapter 11 Cases, in accordance with the Budget;

     WHEREAS, Oakwood Advance Receivables Company II, L.L.C., a Nevada limited liability company and a wholly-owned Subsidiary of the Non-Debtor Borrower (the “Tranche B Issuer”), the Tranche A Lenders and the Agent also intend to enter into other agreements to provide a senior, secured, superpriority debtor-in-possession financing facility of up to $75,000,000 on a revolving basis (the “Tranche B Facility”) to the Tranche B Issuer, to be used by the Tranche B Issuer for the purchase of new P&I Advances from the Non-Debtor Borrower;

     NOW, THEREFORE, the Borrowers, the Tranche A Lenders and the Agent hereby agree as follows:

ARTICLE I
DEFINITIONS; CERTAIN TERMS

     Section 1.01 Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and plural forms of such terms:

               “Action” has the meaning specified therefor in Section 10.12.

               “Account Control Agreement” means an account control agreement, in form and substance satisfactory to Agent, executed and delivered by the applicable Borrower, Agent and the applicable Securities Intermediary with respect to a Securities Account or the Cash Management Bank with respect to the Cash Collateral Account and the Cash Management Accounts.

               “Account Debtor” means any Person who is or who may become obligated under, with respect to, or on account of, an Account, Chattel Paper, or a General Intangible.

               “Accounts” means all of Borrowers’ now owned or hereafter acquired right, title, and interest with respect to “accounts” (as that term is defined in the Code), but excluding any accounts in which any Borrower’s only interest in such account arises solely in a fiduciary capacity.

               “Additional Documents” has the meaning set forth in Section 3.01(f) hereof.

               “Additional Cash Management Bank Deposits” has the meaning set forth in Section 2.10(a) hereof.

               “Administrative Borrower” means the Parent or any one Borrower (other than the Non-Debtor Borrower) designated as such from time to time by the Borrowers in a written notice to the Agent.

               “Advance Rate” means the advance rate listed for each Tranche A Borrowing Base Asset listed in Section 2.01(a) herein.

               “Affiliate” means, as to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of the Capital Stock, by contract, or otherwise; provided, however, that, for purposes of the definition of Eligible Accounts and Section 7.02(k) hereof: (a) any Person which owns directly or indirectly 20% or more of the securities having ordinary voting power for the election of directors or other members of the governing body of a Person or 20% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed to control such Person; (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person; and (c) each partnership or joint venture in which a Person is a partner or joint venturer shall be deemed to be an Affiliate of such

2

Person. Notwithstanding anything herein to the contrary, in no event shall the Agent or any Tranche A Lender be considered an “Affiliate” of any Borrower.

               “Agent” has the meaning specified therefor in the preamble hereto.

               “Agent Advances” has the meaning specified therefor in Section 9.08(a).

               “Agent’s Account” means an account at a bank designated by the Agent from time to time as the account into which the Borrowers shall make all payments to the Agent for the benefit of the Agent and the Tranche A Lenders under this Agreement and the other Tranche A Revolving Loan Documents; unless and until Agent notifies the Administrative Borrower and the Tranche A Lenders to the contrary, Agent’s Account shall be that certain Deposit Account listed on Schedule 1.01(B).

               “Agreed Administrative Expense Priorities” shall mean that administrative expenses with respect to the Debtor Borrowers entitled to priority pursuant to Sections 503 and 507 of the Bankruptcy Code and, with respect to sub-clause (ii) of clause “first”, any official committee appointed by the Bankruptcy Court shall have the following order of priority:

               “Agreement” means this Debtor-in-Possession Financing and Security Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative.

3

               “Assignment and Acceptance” means an assignment and acceptance entered into by an assigning Tranche A Lender and an assignee, and accepted by the Agent, in accordance with Section 10.08 hereof and substantially in the form of Exhibit C hereto.

               “Authorized Officer” means the chief financial officer, president or an executive vice president of the Administrative Borrower.

               “Avoidance Actions” means actions available to the bankruptcy estate of Borrowers in the Chapter 11 Case pursuant to Sections 544, 545, 547, 548, 549, 550, 553(b) or 724(a) of the Bankruptcy Code.

               “Bankruptcy Code” has the meaning specified therefor in the recitals hereto.

               “Bankruptcy Court” has the meaning specified therefor in the recitals hereto.

               “Base Commitment” has the meaning specified therefor in the definition of “Tranche A Total Commitment”.

               “Board” means the Board of Governors of the Federal Reserve System of the United States.

               “Book Value” means, the lower of (i) cost and (ii) market value, in each case determined in accordance with GAAP.

               “Books” means all of each Borrower’s now owned or hereafter acquired books and records (including all of its Records indicating, summarizing, or evidencing its assets (including the Collateral) or liabilities, all of its Records relating to its business operations or financial condition, and all of its Goods or General Intangibles related to such information).

               “Borrower” and “Borrowers” have the meanings specified therefor in the preamble hereto.

               “Borrowing Base Exempt Proceeds” has the meaning set forth in Section 2.07(b)(ii) herein.

               “Break-up Fee” has the meaning specified therefor in Section 2.08(b).

               “Budget” means the “Updated 2003 Forecast v40” dated January 10, 2003 attached hereto as Exhibit F, including a monthly cash flow forecast from January 2003 through September 2003, prepared by the Borrowers and delivered to the Agent, as such forecast may from time to time be supplemented or revised by the Debtor Borrowers in a manner acceptable to the Tranche A Lenders.

               “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City, Omaha, Nebraska or Greensboro, North Carolina are authorized or required to close; provided, however, that when used in connection with the calculation of the LIBO Base Rate, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

4

               “Capital Expenditures” means, with respect to any Person for any period, the sum of (i) the aggregate of all expenditures by such Person and its Subsidiaries during such period that in accordance with GAAP are or should be included in “property, plant and equipment” or similar fixed asset account on its balance sheet, whether such expenditures are paid in cash or financed and including all Capitalized Lease Obligations paid or payable during such period, and (ii) to the extent not covered by clause (i) above, the aggregate of all expenditures by such Person and its Subsidiaries to acquire by purchase or otherwise the business or fixed assets of, or the Capital Stock of, any other Person.

               “Capital Guideline” means any law, rule, regulation, policy, guideline or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) (i) regarding capital adequacy, capital ratios, capital requirements, the calculation of a bank’s capital or similar matters, or (ii) affecting the amount of capital required to be obtained or maintained by the Tranche A Lenders or any Person controlling any Tranche A Lender, or the manner in which the Tranche A Lenders or any Person controlling any Tranche A Lender allocate capital to any of their contingent liabilities (including letters of credit), advances, acceptances, commitments, assets or liabilities.

               “Capitalized Lease” means, with respect to any Person, any lease of real or personal property by such Person as lessee which is required under GAAP to be capitalized on the balance sheet of such Person.

               “Capitalized Lease Obligations” means, with respect to any Person, obligations of such Person and its Subsidiaries under Capitalized Leases, and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

               “Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, and (ii) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.

               “Carve-Out Expenses” means those amounts, fees, expenses and claims set forth in clause “first” of the definition of the term “Agreed Administrative Expense Priorities.”

               “Cash Collateral Account” means the Deposit Account no. xxxxx with the Cash Management Bank opened in the name of the Administrative Borrower (or such other Borrower as Agent shall determine in its Permitted Discretion), and any replacement cash collateral account opened in accordance with the procedures in Section 2.10(c) hereof.

               “Cash Management Accounts” meaning all of the Borrowers’ currently-existing Deposit Accounts (including the Concentration Account) at the Cash Management Bank, which Deposit Accounts as of the date hereof are listed on Schedule 2.10(A) hereto, and any replacement cash management account opened in accordance with the procedures in Section 2.10(c) hereof.

               “Cash Management Bank” has the meaning set forth in Section 2.10(a).

5

               “Casualty Event” means, with respect to any Property of any Borrower, any loss of or damage to, or any condemnation or other taking of, such Property for which such Borrower or any of its Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other compensation.

               “Chapter 11 Cases” shall have the meaning given that term in the recitals to this Agreement.

               “Chattel Paper” means “chattel paper” as that term is defined in the Code.

               “Code” means the New York Uniform Commercial Code, as in effect from time to time, together with any replacement or successor statutes enacted thereto, including, without limitation, revised Article 9 thereof.

               “Collateral” means all of each Borrower’s now owned or hereafter acquired right, title, and interest in and to each of the following (including, without limitation, all Property of the estate of each Debtor Borrower (within the meaning of the Bankruptcy Code)):

6

Provided, that to the extent transferred (whether transferred prior to the Filing Date or thereafter) by OAC LLC to the “Transferor” (as defined in the Warehouse Facility Documents) pursuant to the Warehouse Facility Documents prior to the date of delivery by the Agent of a notice to the Administrative Borrower and the Warehouse Lender that an Event of Default has occurred hereunder, any Accounts (but specifically excluding Eligible Accounts), Mortgage Loans (but specifically excluding Agent’s mortgages on the Real Property or aircrafts of any Borrower), Installment Sales Contracts, Chattel Paper, or related documents, in each case arising with respect to retail financing to consumers, upon such transfer in accordance with the Warehouse Facility Documents, and for no other purpose whatsoever, shall not constitute Collateral or Tranche A Borrowing Base Assets hereunder and, to the extent there is any Lien on or security interest in such property created by this Agreement or any other Tranche A Revolving Loan Documents prior to such transfer, then automatically and without any further action by Agent, such property shall be released from the Lien of, and the security interest created by this Agreement and any other Tranche A Revolving Loan Documents, provided, further, that if the foregoing Accounts, Mortgage Loans, Installment Sales Contracts, Chattel Paper or related documents are conveyed back to any Borrower for any reason consistent with the Warehouse Facility Documents, then such assets shall automatically upon re-conveyance and without any further action by any party, become subject to the security interest and Lien of Agent, and shall for all purposes, constitute part of the Collateral.

Subject to any valid reclamation rights a particular vendor may have, the Borrowers’ “raw materials” and “supplies” (as defined in Balance Sheet Schedule A of the Executive Report) shall

7

be included in the Collateral. Moreover, the Collateral shall not include any assets of the Excluded Entities, nor shall it include the Tranche B Collateral.

               “Collateral Access Waiver” means a landlord waiver, mortgagee waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in the Collateral, in form acceptable to Agent, or the inclusion of such provisions in the Final Bankruptcy Court Order as may be acceptable to Agent.

               “Commercial Tort Claim” means a “commercial tort claim” as that term is defined in the Code.

               “Commitment” means, with respect to each Tranche A Lender, the commitment of such Tranche A Lender to make Tranche A Revolving Loans to the Borrowers in the percentage of the Tranche A Total Commitment set forth opposite such Tranche A Lender’s name in Schedule 1.01(F) hereto.

               “Concentration Account” means Borrowers’ concentration account number 2000000983947, at Wachovia Bank, National Association, Charlotte, North Carolina, or such other concentration account established by Borrowers with prior written consent of Agent.

               “Confirmation Date” has the meaning set forth in Section 7.01(v) herein.

               “Control” means “control” as that term is defined in the Code.

               “Contingent Obligation” means, with respect to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (i) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (ii) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement, (iii) any obligation of such Person, whether or not contingent, (A) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (B) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (C) to purchase Property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (D) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include any product warranties extended in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation with respect to which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated

8

liability with respect thereto (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

               “Corporate Advance Receivables” has the meaning specified therefor in Section 2.01(a) hereof.

               “Creditors Committee” means the Official Committee of Unsecured Creditors appointed by the United States Trustee for the District of Delaware in the Chapter 11 Cases.

               “Dealers” means independent dealers that sell manufactured housing or mobile homes at retail to consumers, and other non-retail customers of the Borrowers.

               “Debtor Borrower” has the meaning specified therefor in the preamble hereto.

               “Debtor Borrower Intellectual Property” means all Intellectual Property owned by, or licensed to, the Debtor Borrowers or used in connection with the businesses of the Debtor Borrowers as currently conducted and as currently proposed to be conducted.

               “Default” means an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

               “Deposit Account” means all of Borrowers’ now owned or hereafter acquired right, title and interest with respect to any “deposit account” (as that term is defined in the Code), including, without limitation, any demand, time, savings, passbook or similar account maintained with a bank (including the Concentration Account and the Cash Management Accounts), but not including deposit accounts held in a fiduciary or agency capacity or the Non-Pledged Accounts.

               “Dilution” means, as of any date of determination, a percentage, based upon the experience of the immediately prior 90 days that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to the Accounts owed by Dealers during such period, by (b) sales during such period. For purposes of calculating Dilution, each of Borrowers’ respective Divisions will be calculated individually.

               “Disposition” means any transaction, or series of related transactions, pursuant to which any Borrower or any of its Subsidiaries sells, assigns, transfers or otherwise disposes of any Property or assets (whether now owned or hereafter acquired) to any other Person, in each case whether or not the consideration therefor consists of cash, securities or other assets owned by the acquiring Person, excluding Permitted Dispositions.

               “Division” means of each Borrowers’ individual manufacturing business units in effect from time to time, which as of the Closing Date, consist of “Golden West Perris,” “Golden West Albany,” “Destiny,” “Schult,” and “HBOS,” and “Divisions” means, collectively, without duplication, each of the foregoing.

               “Dollars” or “$” means United States dollars.

               “Due Diligence Fee” has the meaning set forth in Section 2.08(b).

9

               “EBITDA” means, for any period, as defined, consistent with the Budget, the sum of the following: (a) “Pretax Net Income” (as such term is defined in the Budget) (excluding therefrom, to the extent included in determining Pretax Net Income, any items of extraordinary gain, including net gains on the sale of assets other than asset sales in the ordinary course of business, and adding thereto, to the extent included in determining Pretax Net Income, any items of extraordinary loss, including net losses on the sale of assets other than asset sales in the ordinary course of business), plus (b) to the extent included in determining Pretax Net Income, interest and dividend expense, whether paid in cash or in kind (including the amortization or write-off of debt discount and issuance costs and commissions and discounts and other fees and charges associated with Indebtedness), plus (c) to the extent included in determining Pretax Net Income, depreciation and amortization (including but not limited to, goodwill and organizational costs and any write-offs of purchased technology), plus (d) to the extent included in determining Pretax Net Income, other non-cash charges, minus (e), to the extent included in determining Pretax Net Income, other non-cash credits.

               “Effective Date” means the date on which all of the conditions precedent set forth in Section 5.01 are satisfied.

               “Eligible Accounts” means those Accounts created by any Borrower in the ordinary course of its business, that arise out of its sale of finished goods to Dealers, that comply with each of the representations and warranties respecting Eligible Accounts made by the Borrowers under the Tranche A Revolving Loan Documents, and that are not excluded as ineligible by virtue of one or more of the criteria set forth below; provided, however, that such criteria may be made more restrictive from time to time by Agent in Agent’s Permitted Discretion (for such periods of time as may be determined by Agent) to address the results of any audit performed by Agent from time to time after the Effective Date. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits and unapplied cash remitted to the Borrowers. Eligible Accounts shall not include the following:

               (a) Accounts that the Account Debtor has failed to pay within 30 days of original invoice date or Accounts with selling terms of more than 30 days;

               (b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above;

               (c) Accounts with respect to which the Account Debtor is an employee, Affiliate, or agent of any Borrower, or a retail consumer;

               (d) Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, or any other terms by reason of which the payment by the Account Debtor may be conditional;

               (e) Accounts that are not payable in Dollars;

               (f) Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or (ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any foreign country or

10

sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless the Account is supported by an irrevocable letter of credit satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent;

               (g) Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which the applicable Borrower has complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC § 3727), or (ii) any state of the United States (exclusive, however, of (y) Accounts owed by any state that does not have a statutory counterpart to the Assignment of Claims Act or (z) Accounts owed by any state that does have a statutory counterpart to the Assignment of Claims Act as to which the applicable Borrower has complied to Agent’s satisfaction);

               (h) Accounts with respect to which the Account Debtor is a creditor of any Borrower, has or has asserted a right of set-off, has disputed its liability, or has made any claim with respect to its obligation to pay the Account, to the extent of such claim, right of set-off, or dispute;

               (i) Accounts with respect to an Account Debtor whose total obligations owing to Borrowers exceed 10% (such percentage as applied to a particular Account Debtor being subject to reduction or increase by Agent in its Permitted Discretion on a case-by-case basis, based upon any change in the creditworthiness of such Account Debtor) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage;

               (j) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor;

               (k) Accounts with respect to which the Account Debtor is located in the states of New Jersey, Minnesota, or West Virginia (or any other state that requires a creditor to file a business activity report or similar document in order to bring suit or otherwise enforce its remedies against such Account Debtor in the courts or through any judicial process of such state), unless the applicable Borrower has qualified to do business in New Jersey, Minnesota, West Virginia, or such other states, or has filed a business activities report with the applicable division of taxation, the department of revenue, or with such other state offices, as appropriate, for the then-current year, or is exempt from such filing requirement;

               (l) Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition;

               (m) Accounts that are not subject to the Agent’s valid and perfected first priority Lien under the Tranche A Revolving Loan Documents;

11

               (n) Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor;

               (o) Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by the applicable Borrower of the subject contract for goods or services; or

               (p) Accounts with respect to which an Account Debtor has earned Dealer Rebates as evidenced by G/L account # 24320, Dealer Assistance as evidenced G/L account # 24321, or Dealer Advertising Allowances as evidenced by G/L account # 24322, (collectively “Dealer Rebates”). The calculation of the ineligible portion is the lesser of (i) total Dealer Rebates due and (ii) outstanding eligible debtor accounts.

               “Eligible Inventory” means Inventory of Borrowers consisting of first quality finished goods comprised of manufactured housing or mobile homes held for sale in the ordinary course of Borrowers’ business located at one of the business locations of Borrowers set forth on Schedule 1.01(C) (or (i) in transit between any such locations, (ii) in transit to a customer lot location pursuant to a retail customer purchase contract or (iii) in the case of Suburban, on lots for sale or rent in mobile home developments or parks, all subject to subsection (b) below), that complies with each of the representations and warranties respecting Eligible Inventory made by Borrowers in the Tranche A Revolving Loan Documents, and that is not excluded as ineligible by virtue of one or more of the criteria set forth below; provided, however, that such criteria may be made more restrictive from time to time by Agent in Agent’s Permitted Discretion (for such periods of time as may be determined by Agent) to address the results of any audit or appraisal performed by Agent from time to time after the Effective Date. In determining the amount to be so included, Inventory shall be valued at the lower of estimated cost (excluding any intercompany profit or markup) or market on a basis consistent with Borrowers’ historical accounting practices. An item of Inventory shall not be included in Eligible Inventory if:

12

               “Eligible Warehouse Loans” shall have the meaning set forth in the definition of “Warehouse Equity” herein.

               “Employee Plan” means an employee benefit plan (other than a Multiemployer Plan) covered by Title IV of ERISA and maintained (or was maintained at any time during the six (6) calendar years preceding the date of any borrowing hereunder) for employees of any Borrower or any of its ERISA Affiliates.

               “Environmental Actions” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other communication from any Governmental Authority involving violations of Environmental Laws or Releases of Hazardous Materials (i) from any assets, properties or businesses of any Borrower or any of its Subsidiaries or any predecessor in interest; (ii) from adjoining properties or businesses; or (iii) onto any facilities which received Hazardous Materials generated by any Borrower or any of its Subsidiaries or any predecessor in interest.

               “Environmental Laws” means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq.), the Federal Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.) and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as such laws may be amended or otherwise modified from time to time, and any other present or future federal, state, local or foreign statute, ordinance, rule, regulation, order, judgment, decree, permit, license or other binding determination of any Governmental Authority imposing liability or establishing standards of conduct for protection of the environment.

               “Environmental Liabilities and Costs” means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigations and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any environmental condition or a Release of Hazardous Materials from or onto (i) any Property presently or formerly owned by any Borrower or any of its Subsidiaries or (ii) any facility which received Hazardous Materials generated by any Borrower or any of its Subsidiaries.

               “Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

13

               “Equipment” means all of Borrowers’ now owned or hereafter acquired right, title, and interest with respect to any “equipment” (as that term is defined in the Code), including, without limitation, all machinery, machine tools, motors, aircraft (including, without limitation, any engines or propeller of such aircraft), furniture, furnishings, fixtures, vehicles (including motor vehicles), tools, parts, goods (other than consumer goods, farm products, or Inventory), wherever located, including all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing.

               “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case as in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

               “ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which would be deemed to be a “controlled group” within the meaning of Sections 414(b), (c), (m) and (o) of the Internal Revenue Code.

               “Event of Default” means any of the events set forth in Section 8.01.

               “Exchange Act” means the Securities Exchange Act of 1934, as amended.

               “Excluded Entities” means (a) Oakwood Financial Corporation, (b) Oakwood Capital Corp., (c) Oakwood Mortgage Investors, Inc. (d) Oak Leaf Holdings, LLC, (e) Oakwood Investment Corporation, (f) Oakwood NSPV1 Corporation, (g) OMI Note Trust 2001-A, a Delaware statutory trust, (h) New Dimension Homes of Long Neck, LLC, (i) New Dimension Homes of Montrose LLC, (j) Oakwood International Management, LLC, (k) Oakwood International Limited Partnership, a North Carolina limited partnership, (l) Deutsche Financial Capital I Corp., (m) Deutsche Financial Capital Securitization, LLC, (n) MHD4 Holding Group, Ltd., (o) Acquisition/ USA, Ltd., (p) Tarheel Insurance Company, Ltd. (q) Tranche B Issuer, (r) Tranche A SPE, (s) Deutsche Financial Capital, LLC and (t) any other Person formed after the Closing Date, upon prior notice to and consent by the Agent, in which a Borrower owns Capital Stock, and which Person owns no assets and does not engage in any business other than acting as a special purpose vehicle or conduit trust in a Securitization Transaction.

               “Executive Report” means the executive report for Oakwood Homes Corporation and Subsidiaries dated September 30, 2002.

               “Exempt Proceeds” means Non-Core Exempt Proceeds and Borrowing Base Exempt Proceeds.

               “Facilities” means the Tranche A Facility and the Tranche B Facility.

               “Facility Fee” has the meaning specified therefor in Section 2.08(a).

               “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds

14

brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

               “Filing Date” means November 15, 2002.

               “Final Bankruptcy Court Order” means the order of the Bankruptcy Court approving the Tranche A Revolving Loans made and to be made to the Borrowers in accordance with this Agreement granting the Liens contemplated hereby, in the form of Exhibit B hereto, as the same may be amended, modified or supplemented from time to time with the express written joinder or consent of the Agent, the Tranche A Lenders and the Borrowers.

               “Final Maturity Date” means the date which is the earliest of (i) the date of the substantial consummation (as defined in Section 1101(2) of the Bankruptcy Code) of a plan of reorganization in the Chapter 11 Cases that has been confirmed by an order of the Bankruptcy Court, (ii) October 15, 2003, (iii) the sale of a material part of any Borrower’s assets (excluding Permitted Dispositions), whether under Section 363 of the Bankruptcy Code, a confirmed plan of reorganization or otherwise; (iv) the date of the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code; (v) the date of the dismissal of any of the Chapter 11 Cases; or (vi) such earlier date on which either (A) all Tranche A Revolving Loans shall become due and payable, in whole, in accordance with the terms of this Agreement and the other Tranche A Revolving Loan Documents or (B) all Tranche A Revolving Loans and all other Obligations for the payment of money shall be paid in full and the Tranche A Total Commitment and this Agreement are terminated.

               “Financial Statements” means (i) the audited consolidated balance sheet of the Borrowers and their Subsidiaries for the Fiscal Year ended September 30, 2002 and the related consolidated statement of operations, shareholders’ equity and cash flows for the Fiscal Year then ended and (ii) the unaudited consolidated balance sheet of the Borrowers and their Subsidiaries as of October 31, 2002 to November 15, 2002 (inclusive) and November 16 to December 31, 2002 (inclusive) and the related consolidated statement of operations, shareholder’s equity and cash flows for the two (2) periods then ended.

               “Fiscal Year” means the fiscal year of the Borrowers ending on September 30 of each year.

               “Foothill Facility” means (i) the Loan and Security Agreement dated as of January 22, 2002, as amended and modified by that certain First Amendment to Loan Agreement dated as of July 8, 2002 and as further amended and modified by that certain Second Amendment to Loan Agreement dated as of July 31, 2002 and (ii) the Senior, Secured, Superpriority Debtor-in-Possession $25,000,000 Loan and Security Agreement dated as of November 27, 2002 by and among Parent and the other Debtor Borrowers (each a debtor and debtor-in-possession), the lenders party thereto and Foothill Capital Corporation as administrative agent.

               “GAAP” means generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis, provided that for the purpose of

15

Section 7.02 hereof and the definitions used therein, “GAAP” shall mean generally accepted accounting principles in effect on the date hereof and consistent with those used in the preparation of the Financial Statements (to the extent possible after giving effect to the filing of the Chapter 11 Cases), provided, further, that if there occurs after the date of this Agreement any change in GAAP that affects in any respect the calculation of any covenant contained in Section 7.02 hereof, the Agent and the Parent shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenant with the intent of having the respective positions of the Tranche A Lenders and the Parent after such change in GAAP conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, the covenants in Section 7.02 hereof shall be calculated as if no such change in GAAP has occurred.

               “General Intangibles” means all of Borrowers’ now owned or hereafter acquired right, title, and interest with respect to “general intangibles” (as such term is defined in the Code), including payment intangibles (including, without limitation, all Servicing Advance Receivables and all Supporting Obligations in respect thereof), contract rights (including, without limitation, all rights under the Subservicing Agreement), rights to payment, rights arising under common law, statutes, or regulations, choses or things in action (including all causes of action arising under the Bankruptcy Code or otherwise, other than Avoidance Actions), goodwill, patents, trade names, trademarks, servicemarks, copyrights, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, infringement claims, computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, money, insurance premium rebates, tax refunds, and tax refund claims, and any and all supporting obligations in respect thereof, and any other personal property; provided, however, that General Intangibles shall not include Goods, Accounts, Investment Property, and Negotiable Collateral.

               “Governmental Authority” means any nation or government, any Federal, state, city, town, municipality, county, local or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

               “Goods” means “goods” as that term is defined in the Code.

               “Guaranties” means the Tranche A Guaranties and the Tranche B Guaranties.

               “Guarantors” means each guarantor under the Guaranties.

               “Hazardous Materials” means (a) any element, compound or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substances, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste under Environmental Laws; (b) petroleum and its refined products; (c) polychlorinated biphenyls; (d) any substance exhibiting a hazardous waste characteristic, including but not limited to, corrosivity, ignitability, toxicity or reactivity as well as any radioactive or explosive materials; and (e) any raw materials, building components, including but

16

not limited to asbestos-containing materials and manufactured products containing hazardous substances.

               “Hedging Agreement” means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.

               “Housing and Corporate EBITDA” means, for any period, EBITDA as defined, consistent with the Budget, for the Housing and Corporate business segment, as defined in the Budget.

               “Indebtedness” means, without duplication, with respect to any Person, (i) all indebtedness of such Person for borrowed money; (ii) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables or other account payables incurred in the ordinary course of such Person’s business and not past due for more than 90 days after the date such payable was due); (iii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or upon which interest payments are customarily made; (iv) all obligations and liabilities of such Person created or arising under any conditional sales or other title retention agreement with respect to Property used and/or acquired by such Person, even though the rights and remedies of the lessor, seller and/or lender thereunder are limited to repossession or sale of such Property; (v) all Capitalized Lease Obligations of such Person; (vi) all obligations and liabilities, contingent or otherwise, of such Person, in respect of letters of credit, bankers acceptances and similar facilities; (vii) all obligations and liabilities, calculated on a basis satisfactory to the Agent and in accordance with accepted practice, of such Person under Hedging Agreements; (viii) all Contingent Obligations; (ix) liabilities incurred under Title IV of ERISA with respect to any plan (other than a Multiemployer Plan) covered by Title IV of ERISA and maintained for employees of such Person or any of its ERISA Affiliates; (x) withdrawal liability incurred under ERISA by such Person or any of its ERISA Affiliates to any Multiemployer Plan; (xi) all obligations of such Person under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing, if the transaction giving rise to such obligation is considered indebtedness for borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP; and (xii) all obligations referred to in clauses (i) through (xi) of this definition of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien upon Property owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness. The Indebtedness of any Person shall include the Indebtedness of any partnership of or joint venture in which such Person is a general partner or a joint venturer.

               “Indemnified Matters” has the meaning specified therefor in Section 10.16.

               “Indemnitees” has the meaning specified therefor in Section 10.16.

17

               “Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

               “Installment Sales Contract” means a retail installment contract or other contract or agreement (including promissory notes, Mortgage Loans, or deeds of trust) originated or acquired by Parent or one of its Subsidiaries with various retail purchasers regarding either (a) (i) the sale of manufactured housing or mobile homes and the financing of such sale; (ii) the financing of any previously owned manufactured housing or mobile homes, (iii) the financing of any real estate relating to manufactured housing or mobile homes, or (iv) the refinancing of any such financing, together with all promissory notes, mortgages, agreements for deed and other writings related thereto, or (b) the grant of a security interest in such manufactured housing or mobile home or real property to secure such financing or refinancing.

               “Instruments” means “instruments” as that term is defined in the Code.

               “Intellectual Property” means all rights, priorities and privileges relating to intellectual property, now existing or hereafter adopted or acquired, including, without limitation: (i) all patents, reissues and extensions thereof, patent applications, divisions, continuations and continuations-in-part, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (ii) all trademarks, service marks, trade dress, trade styles, logos, trade names, corporate names, company names, business names, fictitious business names and other source or business identifiers and Internet domain names and goodwill associated therewith; (iii) all copyrightable works and mask works and all registrations, applications and renewals for any of the foregoing; (iv) all trade secrets, confidential information, ideas, formulae, compositions, compounds, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, blueprints, surveys, reports, manuals, operating standards, improvements, proposals, technical and computer data, financial, business and marketing plans, and customer and supplier lists and related information; (v) all other proprietary rights (including, without limitation, all computer software, documentation, data and databases, and all license agreements and sublicense agreements to and from third parties relating to any of the foregoing); (vi) all copies and tangible embodiments of the foregoing (in whatever form or medium); (vii) all damages and payments, and the right to sue and recover, for past, present and future infringements of the foregoing; and (viii) all royalties and income due with respect to the foregoing.

               “Interest Period” means each period commencing on each Remittance Date and ending on the day prior to the next succeeding Remittance Date.

               “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended (or any successor statute thereto) and the regulations thereunder.

               “Inventory” means all of Borrowers’ now owned or hereafter acquired right, title, and interest with respect to all “inventory” (as that term is defined in the Code), including,

18

without limitation, pre-fabricated housing, mobile homes, modular homes and like materials, goods held for sale or lease or to be furnished under a contract of service, goods that are leased by a Borrower as lessor, goods that are furnished by a Borrower under a contract of service, work in process, or materials used or consumed in a Borrower’s business and raw materials, including all accessions, additions, attachments, improvements, substitutions and replacements thereto.

               “Investment Property” means all of Borrowers’ now owned or hereafter acquired right, title, and interest with respect to “investment property” (as that term is defined in the Code), and any and all Supporting Obligations in respect thereof.

               “IRB” means Industrial Revenue Bond.

               “IRB Properties” means the Real Property and related improvements thereto owned or leased by the Borrowers set forth on Schedule 6.01(BB) hereto.

               “Issuing Bank” means any commercial bank that issues, extends the expiry of, renews or increases the maximum stated amount of, any Letter of Credit.

               “Letter of Credit” means any letter of credit issued on behalf of the Borrowers by an Issuing Bank.

               “Letter of Credit Fee” has the meaning set forth in Section 2.08(c).

               “LC Exposure” has the meaning specified therefor in Section 2.01(d).

               “LIBO Base Rate” means for any Tranche A Revolving Loan, with respect to each Interest Period, the rate per annum equal to the rate appearing at page 3750 of the Telerate Screen as the one-month LIBOR (i) with respect to the Interest Period beginning on the Effective Date, on the Business Day prior to the Effective Date, and (ii) with respect to all other Interest Periods, on the last Business Day of the immediately preceding Interest Period, and if such rate shall not be so quoted, the rate per annum at which the Reference Banks are offered Dollar deposits at or about 11:00 a.m., New York time, on such date by prime banks in the interbank eurodollar market where the eurodollar and foreign currency exchange operations in respect of their loans are then being conducted for delivery on such day for a period of one month, and in an amount comparable to the amount of the Tranche A Revolving Loans then being requested and to be outstanding on such day.

               “LIBO Rate” means, at any time, a rate per annum determined by the Agent in accordance with the following formula (rounded upwards to the nearest 1/100th of one percent), which rate as determined by the Agent, shall be conclusive absent manifest error by the Agent, equal to (i) the LIBO Base Rate divided by (ii) 1 minus the LIBO Reserve Requirements.

               “LIBO Reserve Requirements” shall mean for any calendar month and for any Tranche A Lender as to which LIBO Reserve Requirements are actually required to be maintained, the aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements in effect on such day or during such calendar month, as applicable (including, without limitation, basic, supplemental, marginal and emergency reserves under any

19

regulations of the Board or other Governmental Authority having jurisdiction with respect thereto), dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of such Governmental Authority.

               “Lien” means any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, lease, easement, title defect, restriction, levy, execution, seizure, attachment, charge or other encumbrance or security or preferential arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, any Capitalized Lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security.

               “Lockbox Account” means OAC LLC’s payment clearing (lockbox) account number 2000000733346, at Wachovia Bank and Trust Company, National Association, Charlotte, North Carolina, or such other lockbox account established by Borrowers with prior written consent of Agent.

               “Majority Tranche A Lenders” means Tranche A Lenders whose Pro Rata Shares, taken in the aggregate, represent at least 51% of the Tranche A Total Commitment.

               “Material Adverse Effect” means a material adverse effect on any of the following: (i) the operations, business, assets, properties, condition (financial or otherwise) or prospects of any Borrower (either individually, in the case of the Parent, the Non-Debtor Borrower or OAC LLC or taken as a whole for all other Borrowers), (ii) the ability of the Borrowers, taken as a whole, to perform any of their material obligations under the Tranche A Revolving Loan Documents to which they are parties or of any of the Parent, OAC LLC or the Non-Debtor Borrower, taken individually, to perform any of its material obligations under any Tranche A Revolving Loan Document to which it is a party, (iii) the legality, validity or enforceability of this Agreement or any other Tranche A Revolving Loan Document, (iv) the rights and remedies of the Agent and the Tranche A Lenders under any Tranche A Revolving Loan Document, (v) the validity, perfection or priority of a Lien in favor of the Agent for the benefit of the Tranche A Lenders on any material part of the Collateral or (vi) the value of any material part of the Collateral.

               “Maximum Accounts Advance Rate” means the lesser of (i) 85%, and (ii) 100% minus two times Dilution + 5.0%.

               “Maximum Borrowing Base Sublimit” means with respect to any Tranche A Borrowing Base Asset, the highest value permitted for such asset as a component of the Tranche A Borrowing Base Amount as set forth on Section 2.01(a) hereto.

               “Maximum Credit” shall mean $215,000,000.

               “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

               “Mortgage” means a mortgage, deed of trust or deed to secure debt, in form and substance satisfactory to the Agent, made by a Borrower in favor of the Agent for the benefit of

20

the Lenders, securing the Obligations and delivered to the Agent pursuant to the provisions hereof or otherwise.

               “Mortgage Loan” means a “Mortgage” or a “Mortgage Loan” as defined in the Warehouse Facility Documents, but shall in no event include any Mortgage in favor of Agent.

               “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA for which any Borrower or any ERISA Affiliate has contributed to, or has been obligated to contribute to, at any time during the preceding six (6) years.

               “Negotiable Collateral” means all of Borrowers’ now owned and hereafter acquired right, title, and interest with respect to letters of credit, letter-of-credit rights, Instruments, promissory notes, drafts, Documents, and Chattel Paper (including electronic chattel paper and tangible chattel paper), and any and all Supporting Obligations in respect thereof.

               “Net Cash Proceeds” means, (i) with respect to any Disposition by any Person, the amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment of deferred consideration) by or on behalf of such Person or any of its Subsidiaries, in connection therewith after deducting therefrom only (A) the principal amount of any Indebtedness secured by any Lien permitted by Section 7.02(b) on any asset (other than Indebtedness assumed by the purchaser of such asset) and interest, fees and expenses in respect thereof which is (x) required to be, and is, repaid in connection with such Disposition (other than Indebtedness under this Agreement) or (y) in escrow in connection with such Person contesting such Indebtedness or the Lien securing such Indebtedness in connection with such Disposition, (B) reasonable costs, fees and expenses related to such Disposition reasonably incurred by such Person in connection therewith and paid in cash, and (C) transfer taxes paid by such Person in connection therewith, to the extent approved (to the extent such approval is required) by the Bankruptcy Court, and (ii) with respect to the sale or issuance by any Person of any shares of its Capital Stock, the aggregate amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment of deferred consideration) by or on behalf of such Person or any of its Subsidiaries in connection therewith after deducting therefrom only reasonable brokerage commissions, underwriting fees and discounts, legal fees and similar fees and commissions paid or payable by such Person in cash in connection therewith.

               “Net Liquidation Percentage” means

               (I) Until the date on which a Whole Loan Adjustment is required to be made in accordance with Section 7.01(t) (the “Whole Loan Adjustment Date”):

               (a) With respect to each Remittance Date up to and including the Remittance Date in June 2003, the average of (i) the percentage of the actual manufacturing cost of Borrowers’ Eligible Inventory that is estimated to be recoverable in a financing-available scenario, in an orderly liquidation of such Inventory, such percentage to be determined from time to time by a qualified appraisal company selected by Agent, (ii) the percentage of the book value of Borrowers’ Inventory that is estimated to be recoverable in a lack of available financing scenario, in an orderly liquidation of such Inventory, such percentage to be determined from time

21

to time by a qualified appraisal company selected by Agent, and (iii) the weighted average percentage of manufacturing cost realized by the Borrowers’ in connection with bona fide wholesale bulk sales in blocks of ten (10) or more units of Eligible Inventory over the immediately preceding 120 days; provided, however, that the percentage used in clause (iii) to calculate the average must not exceed the percentage in clause (i) above;

               (b) With respect to the Remittance Dates in July 2003 and August 2003, the average of the percentages derived under clauses (I)(a)(i) and (I)(a)(ii) above;

               (c) With respect to each Remittance Date thereafter, the lower of (x) the average of the percentages derived under clauses I(a)(i) and (I)(a)(ii) above and (y) the percentage which when multiplied by the Advance Rate applicable to Eligible Inventory equals $42,500,000.

               (II) (a) On the Whole Loan Adjustment Date, the average of (x) the percentage derived under clause (I)(a)(i) and (y) the percentage derived under clause (I)(a)(ii) above reduced (for purposes of this clause (y)) by the greater of 3 percentage points (but not in any event to exceed the Differential) and 50% of the percentage point differential (the “Differential”) provided in Section 7.01(t) herein;

               (b) With respect to the Remittance Date occurring at least 30 days following the Whole Loan Adjustment Date, the average of (x) the percentage derived under clause (I)(a)(i) above and (y) the percentage derived under clause (I)(a)(ii) above reduced (for purposes of this clause (y)) by the greater of 5 percentage points (but not in any event to exceed the Differential) and 75% of the Differential; and

               (c) With respect to each Remittance Date thereafter, the lower of (A) the average of (x) the percentage derived under clause (I)(a)(i) above and (y) the percentage derived under clause (I)(a)(ii) above reduced (for purposes of this clause (y)) by 100% of the Differential and (B) the percentage derived under clause (I)(a)(ii) above; provided that if the resulting Tranche A Borrowing Base Amount allocable to Eligible Inventory would be $42,500,000 or more, the Net Liquidation Percentage for purposes of this clause (II)(c) shall be the percentage derived under clause (I)(a)(ii) above reduced by 100% of the Differential.

               “Non-Core Exempt Proceeds” has the meaning set forth in the definition of “Permitted Dispositions” herein.

               “Non-Debtor Borrower” has the meaning specified therefor in the preamble hereto.

               “Non-Debtor Subsidiaries” means the Subsidiaries of the Debtor Borrowers that have not commenced Chapter 11 Cases, including the Non-Debtor Borrower.

               “Non-Excluded Taxes” has the meaning specified therefor in Section 2.09(a).

               “Non-Pledged Accounts” means the Deposit Accounts of various Borrowers listed on Schedule 1.01(EEE) hereto.

               “Notice of Borrowing” has the meaning specified therefor in Section 2.02(a).

22

               “OAC LLC” means Oakwood Acceptance Corporation, LLC, a Delaware limited liability company and wholly-owned Subsidiary of Parent and successor by merger to Oakwood Acceptance Corporation, a North Carolina corporation.

               “Obligations” means (i) the obligations of each Borrower or Guarantor to pay, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), all amounts from time to time owing by it in respect of the Tranche A Revolving Loan Documents, whether for principal, interest, fees (including the Break-Up Fee), indemnification payments, expense reimbursements or otherwise, and (ii) the obligations of each Borrower or Guarantor to perform or observe all of its obligations from time to time existing under the Tranche A Revolving Loan Documents.

               “OMI” means Oakwood Mortgage Investors, a Nevada corporation and wholly-owned Subsidiary of OAC LLC.

               “Operating Lease Obligations” means all obligations for the payment of rent for any real or personal property under leases or agreements to lease, other than Capitalized Lease Obligations.

               “Parent” has the meaning specified therefor in the preamble hereto.

               “Participant Register” has the meaning specified therefor in Section 10.08(b)(v).

               “Payment Office” means the Agent’s office located at 600 Steamboat Road, Greenwich, Connecticut 06830, or at such other office or offices of the Agent as may be designated in writing from time to time by the Agent to the Administrative Borrower and the Tranche A Lenders.

               “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

               “Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

               “Permitted Dispositions” means, subject to Section 2.07 hereof, so long as no Default or Event of Default shall have occurred, (i) any sales of Inventory and Eligible Warehouse Loans in the ordinary course of business on ordinary business terms (including wholesale sales of Inventory from liquidating sales centers, so long as such Inventory is being sold at not less than its Related Tranche A Borrowing Base Value as of such date and the sale thereof does not create a Default), provided that any such sale of Eligible Inventory manufactured after the date hereof shall be at a price not less than the applicable manufacturing cost, unless the Agent otherwise agrees, (ii) any disposition to a Borrower not in the ordinary course of business, provided that the Agent receives 30 days prior written notice of such disposition, (iii) any lease or license in the ordinary course of business, (iv) all transfers of assets between Excluded Entities in the ordinary course of business and all transfers of any asset pursuant to the proviso to the definition of “Collateral” herein, (v) any disposition of obsolete or worn-out equipment in the ordinary course of business, (vi) the sale of P&I Advances to the Tranche B Issuer, (vii) the sale of whole loans by the Warehouse Trust, (viii) any sale by the

23

Warehouse Trust of securities issued in Securitized Transactions and (ix) (a) any disposition of assets not included in the Tranche A Borrowing Base Amount for cash consideration at fair market value to the extent that the Net Cash Proceeds for all such dispositions do not exceed $15,000,000 in the aggregate (“Non-Core Exempt Proceeds”), which proceeds may be applied by the Borrowers for general corporate purposes and working capital needs consistent with the Budget and shall not reduce the Tranche A Total Commitment or the Tranche A Borrowing Base Amount and (b) any disposition of Real Property Collateral and REMIC Retained Interests for cash consideration at fair market value (in an amount not less than 150% of the related Tranche A Borrowing Base value unless consented to by the Agent) to the extent that the Net Cash Proceeds for all such dispositions do not exceed $40,000,000.

               “Permitted Indebtedness” means:

               “Permitted Investments” means (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within six months from the date of acquisition thereof; (ii) commercial paper, maturing not more than 270 days after the date of issue rated P-1 by Moody’s or A-1 by Standard & Poor’s; (iii) certificates of deposit maturing not more than 270 days after the date of issue, issued by commercial banking institutions and money market or demand deposit accounts maintained at commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; (iv) repurchase agreements having maturities of not more than 90 days from the date of acquisition which are entered into with major money center banks included in the commercial banking institutions described in clause (iii) above and which are secured by readily marketable direct obligations of the Government of the United States of America or any agency thereof; (v) money market accounts maintained with mutual funds having assets in excess of $2,500,000,000; and (vi) tax exempt securities rated A or better by Moody’s or A+ or better by Standard & Poor’s.

24

               “Permitted Liens” means:

25

               “Person” means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or Governmental Authority.

               “Pledged Accounts” mean the Deposit Accounts of the Borrowers pledged to the Tranche A Lenders and listed on Schedule 2.10(A) hereto as “Pledged Accounts”.

               “Pooling and Servicing Agreements means all agreements listed on Schedule 7.02(Q) for which any of the Borrowers is the servicer.

               “Post-Default Rate” has the meaning specified therefor in Section 2.06(b).

               “Priority Trailing Expenses” has the meaning specified therefor in the definition of the term “Agreed Administrative Expense Priorities.”

               “Priority Professional Expenses” has the meaning specified therefor in the definition of the term “Agreed Administrative Expense Priorities.”

               “Priority Triggering Event” has the meaning specified therefor in the definition of the term “Agreed Administrative Expense Priorities.”

               “Proceeds” means “proceeds” as defined in the Code.

               “Professional Expense Cap” has the meaning specified therefor in the definition of the term “Agreed Administrative Expense Priorities.”

               “Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

               “Pro Rata Share” means, with respect to the Tranche A Total Commitment, the percentage obtained by dividing (i) such Tranche A Lender’s Commitment by (ii) the Tranche A Total Commitment, provided, that, if the Tranche A Total Commitment has been reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Tranche A Lender’s Tranche A Revolving Loans (including Agent Advances) and the denominator shall be the aggregate unpaid principal amount of all of the Tranche A Revolving Loans (including Agent Advances).

               “Purchase Money Indebtedness” means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

26

               “Real Property” means any estates or interests in real property now owned or hereafter acquired by any Borrower and the improvements thereto.

               “Real Property Collateral” means any parcel or parcels of Real Property owned by any Borrower as of the Filing Date or thereafter acquired, excluding any lot inventory held for resale in the ordinary course of the Borrowers’ retail sales business.

               “Real Property Collateral under Contract” means with respect to the Real Property Collateral as of any date of determination, any such parcels of Real Property Collateral in respect of which (a) the Borrowers have executed a binding contract of sale with a bona fide third party purchaser, (b) such contract for sale is not subject to further diligence by the purchaser, (c) the purchaser has paid to the Borrowers or placed in escrow a non-refundable deposit of at least 5% (or such lesser percentage as agreed to by Agent) of the cash purchase price stated in such contract, (d) such contract provides for a closing date within 60 days of the date of determination and (e) neither the Borrowers nor the purchaser are in default under such contract.

               “Record” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

               “Reference Banks” means three major banks that are engaged in the London interbank market, as selected by Agent.

               “Reference Rate” means the rate of interest publicly announced by JPMorgan Chase Bank, its successors or any other commercial bank designated by the Agent to the Borrowers from time to time, in New York, New York from time to time as its prime rate or base rate. The prime rate or base rate is determined from time to time by such bank as a means of pricing some loans to its borrowers and neither is tied to any external rate of interest or index nor necessarily reflects the lowest rate of interest actually charged by such bank to any particular class or category of customers. Each change in the Reference Rate shall be effective from and including the date such change is publicly announced as being effective.

               “Register” has the meaning specified therefor in Section 10.08(b)(ii) hereof.

               “Registered Tranche A Revolving Loan” means each Tranche A Revolving Loan that is recorded on the Register.

               “Registered Note” means a promissory note in registered form evidencing a Registered Tranche A Revolving Loan.

               “Regulation T”, “Regulation U” and “Regulation X” mean, respectively, Regulations T, U and X of the Board or any successor, as the same may be amended or supplemented from time to time.

               “Reimbursement Account” has the meaning specified therefor in Section 2.10(e) hereof.

27

               “Related Tranche A Borrowing Base Value” shall mean as of any date of determination, and with respect to any Tranche A Borrowing Base Asset, the Tranche A Borrowing Base Amount allocable to such Tranche A Borrowing Base Asset in the calculation of the Tranche A Borrowing Base Amount as of such date.

               “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Material) into the indoor or outdoor environment, including ambient air, soil, surface or ground water.

               “Remedial Action” means all actions taken to (i) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the indoor or outdoor environment; (ii) prevent or minimize a Release or threatened Release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (iv) any other actions authorized by 42 U.S.C. §9601.

               “REMIC” means a corporation, trust or other entity that elects to be treated as a real estate mortgage investment conduit for Federal income tax purposes or any portion of such an entity’s assets as to which such an election is made.

               “REMIC Retained Interests” means the securities or contractual interests retained by the Borrowers or their Subsidiaries whose Capital Stock is pledged hereunder in connection with a securitization of whole loans originated by OAC LLC or its Affiliates to the extent that, in the case of retained certificated securities, such securities are rated “BB” or higher by Standard & Poors and Moody’s and in the case of retained uncertificated interests, such interests would receive, as determined by the Agent in its sole discretion, a rating of “BB” or higher from such rating agencies.

               “Remittance Date” means the seventh (7th) day of each month following the Effective Date or, if such day is not a Business Day, the next succeeding Business Day.

               “Reportable Event” means an event described in Section 4043 of ERISA (other than an event not subject to the provision for 30-day notice to the PBGC under the regulations promulgated under such Section).

               “Repurchase Agreement” means, collectively, those certain guarantees of Repurchase Obligations with lenders existing as of the Filing Date and listed on Schedule 1.01(EE) hereto and any similar repurchase agreement subsequently entered into by a Borrower and a floor plan lender, the form and substance of which are customary in Borrowers’ industry, upon prior notice to and approval by the Agent.

               “Required Tranche A Lenders” means Tranche A Lenders whose Pro Rata Shares aggregate at least 65% of the Tranche A Total Commitment.

28

               “Restructuring Charges” means, for any period, as defined, consistent with the Budget, the sum of payments related to the following items: (a) professional fees, (b) key employee retention program, (c) service deposits and (d) pre-petition accrued vacation.

               “Returned Items” means, to the extent credited to any Pledged Account at the Cash Management Bank, all (i) returned or charged-back items, (ii) reversals or cancellations of payment orders, ACH transfers, wire transfers and other electronic fund transfers, (iii) overdrafts resulting from adjustments or corrections of previous credits or other postings, and (iv) all similar returns which result in insufficient funds availability.

               “SEC” means the Securities and Exchange Commission or any other similar or successor agency of the Federal government administering the Securities Act.

               “Securities Account” means a “securities account” as that term is defined in the Code.

               “Securities Act” means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

               “Securitization Entity” means any corporation, trust or other entity that elects to be treated as a real estate mortgage investment conduit for Federal income tax purposes, or any other entity created as a conduit vehicle to consummate a Securitized Transaction.

               “Securities Intermediary” means a “securities intermediary” as that term is defined in the Code.

               “Securitization Documentation” means any documentation evidencing a Securitized Transaction.

               “Securitization Security” means any interest in a Securitization Entity.

               “Securitization Trust” means any trust created pursuant to the Pooling and Servicing Agreements.

               “Securitized Transaction” means any sale or other transfer of Installment Sales Contracts, Securitization Securities, or Mortgage Loans to a Securitization Entity, or the creation of a pool of Installment Sales Contracts, which in either case is (i) sponsored by Parent or any of its Subsidiaries, and (ii) used to support pass-through certificates or other similar securities or any similar type of transaction that results in the creation of a pool of Installment Sales Contracts supporting securities sold to investors in publicly registered or privately placed securities transactions.

               “Senior Claims” means (a) Liens on Inventory (and related Accounts and Proceeds) owned by New Dimension Homes, Inc. securing Indebtedness to its floor plan lenders in an aggregate outstanding amount not exceeding $10,000,000; (b) Liens on the IRB Properties securing the IRBs issued prior to the Filing Date; and (c) all valid, perfected, non-avoidable secured claims existing on the Filing Date and listed in Schedule 1.01(E) hereto.

29

               “Senior Management and Advisors” means the chief executive officer, the chief financial officer and the executive vice presidents of the Parent, the financial advisor and such other officers of the Borrowers and their Subsidiaries as reasonably designated by the Agent.

               “Servicing Advance Receivables” means all rights of reimbursement of the Borrowers relating to amounts expended by the Borrowers, as servicer, or advanced to or on behalf of the Securitization Trusts created by the Borrowers, as servicer, for which the Borrowers are either entitled to reimbursement or for which the Borrowers will become entitled to reimbursement upon the liquidation of repossessed manufactured housing units relating to such advances or upon the taking of other action by the Borrowers, including without limitation, determining that certain of such expenditures or advances are unrecoverable from the underlying obligor or from proceeds of liquidation of the obligor’s manufactured housing unit, except any “P&I Advances” which serve as collateral for the Tranche B Facility. Such Servicing Advance Receivables are commonly referred to as “Servicing Advances,” “P&I Advances,” “Repo Expenses” and “Liquidation Expenses.”

               “Servicing Fees” means all servicing fees, late fees and other compensation payable to the servicer under the Servicing Rights.

               “Servicing Rights” has the meaning specified therefor in Section 7.02(q) hereof.

               “Solvent” means, with respect to the Non-Debtor Borrower and any Account Debtor on a particular date, that on such date (i) the fair value of such Person’s assets is not less than the total amount of its liabilities, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its existing debts as they become absolute and matured, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such its ability to pay as such debts and liabilities mature, and (v) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its Property would constitute unreasonably small capital.

               “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

               “Subservicing Agreement” means each agreement entered into between the Non-Debtor Borrower and OAC LLC, pursuant to which OAC LLC agrees to act as subservicer on behalf of the Non-Debtor Borrower, the servicer of record under the Pooling and Servicing Agreements relating to Securitized Transactions or under the Warehouse Facility Documents.

               “Subsidiary” means, with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, association or other entity (i) the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP or (ii) of which more than 50% of (A) the outstanding Capital Stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors of

30

such corporation, (B) the interest in the capital or profits of such partnership or limited liability company or (C) the beneficial interest in such trust or estate is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person.

               “Suburban” means Suburban Home Sales, Inc., a Michigan corporation.

               “Suburban Group” means (i) Suburban, (ii) Tri-State Insurance Agency, Inc., a Michigan corporation, (ii) FSI Financial Services, Inc., a Michigan corporation, (iii) Home Service Contract, Inc., a Michigan corporation and (iv) New Dimension Home Sales Inc., a Delaware Corporation.

               “Supporting Obligations” means “supporting obligations” as that term is defined in the Code.

               “Swing Line Commitment” means has the meaning set forth herein in the definition of “Tranche A Total Commitment”.

               “Tax Refund” means the proceeds of the estimated $25,000,000 federal tax refund relating to the year ended September 30, 2002 due to the Borrowers.

               “Termination Event” means (i) a Reportable Event with respect to any Employee Plan other than the commencement of the Chapter 11 Cases, (ii) any event that causes any Borrower or any of its ERISA Affiliates to incur liability under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of the Internal Revenue Code, (iii) the filing of a notice of intent to terminate an Employee Plan or the treatment of an Employee Plan amendment as a termination under Section 4041 of ERISA, (iv) the institution of proceedings by the PBGC to terminate an Employee Plan, or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Employee Plan.

               “Title Insurance Policy” means a mortgagee’s loan policy, in form and substance satisfactory to the Agent, together with all endorsements made from time to time thereto, issued by or on behalf of a title insurance company satisfactory to the Agent, insuring the Lien created by a Mortgage in an amount and on terms satisfactory to the Agent, delivered to the Agent.

               “Tranche A Borrowing Base Amount” shall mean, as of any date of determination, the sum of the products of the value of each Tranche A Borrowing Base Asset (determined in accordance with the applicable Valuation Methodology) multiplied by the applicable Advance Rate, which products shall not exceed the applicable Maximum Borrowing Base Sublimits as of such date, as set forth in Section 2.01, and which sum shall not exceed the Tranche A Total Commitment as of such date.

               “Tranche A Borrowing Base Assets” means Eligible Inventory, Eligible Accounts, REMIC Retained Interests, Warehouse Equity, Servicing Advance Receivables, Corporate Advance Receivables, Real Property Collateral, Real Property Collateral under Contract and cash on deposit in the Tranche A SPE’s Reimbursement Account.

31

               “Tranche A Borrowing Base Availability” means, as of any date of determination, the difference between the Tranche A Borrowing Base Amount and the Tranche A Exposure, calculated in the manner set forth on Section 2.01(a) hereto.

               “Tranche A Borrowing Base Certificate” means a certificate in the form of Exhibit D hereto.

               “Tranche A Exposure” means, as of any date of determination, the sum of (i) the Tranche A Revolving Loans outstanding, (ii) the Professional Expense Cap, (iii) the Section 2.01(b) reserve amount and (iv) the LC Exposure.

               “Tranche A Facility” has the meaning specified therefor in the recitals hereto.

               “Tranche A Guaranties” means (i) the guaranty dated as of the date hereof by the Tranche B Issuer and (ii) the guaranty dated as of the date hereof by the Tranche A SPE, both guaranteeing the Borrowers’ Obligations hereunder.

               “Tranche A Lender” has the meaning specified therefor in the preamble hereto.

               “Tranche A Revolving Loan” means a loan made by a Tranche A Lender to the Borrowers pursuant to Section 2.01(a).

               “Tranche A Revolving Loan Account” means an account maintained hereunder by the Agent on its books of account, at the Payment Office and with respect to the Borrowers, in which the Borrowers will be charged with all Tranche A Revolving Loans made to, and all other Obligations incurred by, the Borrowers.

               “Tranche A Revolving Loan Documents” means this Agreement, the Tranche A Revolving Loan Notes, the Tranche A Guaranties, the Account Control Agreements, the Final Bankruptcy Court Order, the Tranche A SPE Security Agreement, the Tranche A SPE Receivables Contribution Agreement, the documents described in Section 3.01(f) hereof and all other agreements, instruments, and other documents executed and delivered pursuant hereto or thereto or otherwise evidencing or securing any Tranche A Revolving Loan or other Obligation.

               “Tranche A Revolving Loan Note” means each promissory note of the Borrowers, made jointly and severally payable to the order of a Tranche A Lender, evidencing the Indebtedness resulting from the making by such Tranche A Lender to the Borrowers of Tranche A Revolving Loans and delivered to such Tranche A Lender, as such promissory note may be amended, supplemented, restated, modified or extended from time to time, and any promissory note or notes issued in exchange or replacement therefor. The term “Tranche A Revolving Loan Note” shall include any Registered Note evidencing the Tranche A Revolving Loans and delivered pursuant to Section 2.03.

               “Tranche A Secured Parties” means the Agent and the Tranche A Lenders.

               “Tranche A SPE” means Oakwood Tranche A Servicing Advance Receivables Company, LLC, a Nevada limited liability company and a wholly-owned Subsidiary of the Non-Debtor Borrower.

32

               “Tranche A SPE Security Agreement” means the Security Agreement dated as of the date hereof by the Tranche A SPE in favor of (i) the Agent, for the benefit of the Tranche A Secured Parties, and (ii) the Tranche B Indenture Trustee, for the benefit of the Tranche B Secured Parties.

               “Tranche A SPE Receivables Contribution Agreement” means the Tranche A Receivables Contribution Agreement dated as of the date hereof between the Tranche A SPE and the Non-Debtor Borrower.

               “Tranche A Total Commitment” means $125,000,000 (the “Base Commitment”); provided that for up to 10 consecutive days in any calendar month the Base Commitment shall be increased by $15,000,000 (such additional $15,000,000 commitment, the “Swing Line Commitment”), as such amount may be reduced from time to time pursuant to the terms of this Agreement or limited by order of the Bankruptcy Court; provided further that at least 10 days must elapse between the date the Swing Line Commitment is reduced to zero and the date on which any amount is redrawn under the Swing Line Commitment.

               “Tranche B Agreements” means (i) the Note Purchase Agreement among the Tranche B Issuer, the lenders party thereto and the Agent, (ii) the Receivables Purchase Agreement between the Tranche B Issuer and the Non-Debtor Borrower, (iii) the Tranche B Facility Indenture made by the Tranche B Issuer to the indenture trustee named therein in respect of the Tranche B Facility, (iv) the Tranche B Guaranties, and (v) all other agreements evidencing the Tranche B Facility.

               “Tranche B Completion” means the satisfaction of all conditions precedent to the effectiveness of the Tranche B Agreements or the continuation of the Tranche B Facility on the terms of such Tranche B Facility as have been agreed to by the Tranche B Purchasers.

               “Tranche B Collateral” means the “Collateral” as defined in the Tranche B Facility Indenture.

               “Tranche B Facility” has the meaning specified in the recitals hereto.

               “Tranche B Facility Indenture” means the indenture for the Tranche B Facility in substantially the form of Schedule 1.01(G) hereto.

               “Tranche B Guaranties” means (i) the guaranty dated as of the date hereof by each of the Borrowers hereunder and (ii) the guaranty dated as of the date hereof by the Tranche A SPE, both guaranteeing the Tranche B Issuer’s obligations under the Tranche B Agreements.

               “Tranche B Issuer” has the meaning specified in the recitals hereto.

               “Tranche B Indenture Trustee” has the meaning specified in the Tranche B Facility Indenture.

               “Tranche B Agent” means Greenwich Capital Financial Products, Inc. as agent for the Tranche B Indenture Trustee.

33

               “Tranche B Purchaser” means each purchaser for the Tranche B Facility.

               “Tranche B Secured Parties” has the meaning specified in the Tranche B Facility Indenture.

               “Valuation Methodology” means, with respect to any Tranche A Borrowing Base Asset, the “Valuation Methodology” applicable to such Tranche A Borrowing Base Asset as set forth on Section 2.01(a) hereto.

               “Verification Agent” has the meaning provided in the Tranche B Agreements.

               “Warehouse Equity” means, as of any date of determination, with respect to the whole loans sold to the Warehouse Trust under the Warehouse Facility and meeting the criteria of eligibility thereunder (with such modifications to such criteria following the date hereof as are approved by the Agent in its Permitted Discretion) (the “Eligible Warehouse Loans”), the difference between (a)(i) the Net Cash Proceeds received by the Borrowers from the sale of securities rated “BB” or higher by Standard & Poor’s and Moody’s as a percentage of the unpaid principal balance of loans comparable to the Eligible Warehouse Loans securitized within the past 90 days or (ii) if the Warehouse Trust is actively pursuing a sale or securitization of the Eligible Warehouse Loans, the Net Cash Proceeds which the Agent in its Permitted Discretion (in consultation with the Borrowers and based on subordination and overcollateralization levels received by from Standard & Poors and Moody’s with respect to a proposed securitization of all or a portion of the Eligible Warehouse Loans and other relevant market data and considerations) determines would be realized by the Warehouse Trust in connection with a securitization of such loans as a percentage of the unpaid principal balance of such loans (assuming all resulting securities which would be rated “BB” or higher are sold in arms’-length transactions to investors), in each case multiplied by the unpaid balance of the Eligible Warehouse Loans as of the date of determination and (b) the outstanding principal balance of advances made by the Warehouse Lender under the Warehouse Facility in respect of the Eligible Warehouse Loans as of the date of such determination.

               “Warehouse Facility” means that certain receivables purchase facility provided to Parent or any of its Subsidiaries pursuant to the Warehouse Facility Documents, as amended as of the date hereof.

               “Warehouse Facility Documents” means, collectively, (a) that certain Custodial Agreement dated as of February 9, 2001 among OMI Note Trust 2001-A as Issuer, the Warehouse Lender as Note Agent, OAC LLC as Seller-Servicer and The Chase Manhattan Bank as Custodian, (b) that certain Class A Note Purchase Agreement dated as of February 9, 2001 among OMI Note Trust 2001-A as Issuer, OAC LLC as Seller-Servicer, Oak Leaf Holdings, LLC as Depositor, Ginkgo Corporation as Transferor, the purchasers party thereto and the Warehouse Lender as agent, (c) that certain Sale and Servicing Agreement dated as of February 9, 2001, among Oak Leaf Holdings, LLC, as Depositor, OMI Note Trust 2001-A as Issuer, Ginkgo Corporation, as Transferor, OAC LLC as Seller-Servicer and The Chase Manhattan Bank as Backup Servicer, Indenture Trustee and Custodian, (d) that certain Trust Agreement dated as of February 9, 2001 between Oak Leaf Holdings, LLC as Depositor and Wilmington Trust Company as Owner Trustee, and (e) that certain Indenture dated as of February 9, 2001

34

between OMI Note Trust 2001-A as Issuer and The Chase Manhattan Bank as Indenture Trustee, together with any amendments to such agreements on or before December 31, 2002, and any amendments thereafter in form and substance satisfactory to Agent, and including any similar agreement entered into thereafter in replacement thereof, relating to the Warehouse Trust.

               “Warehouse Lender” means Credit Suisse First Boston, New York Branch, as note agent.

               “Warehouse Trust” means OMI Note Trust 2001-A or any successor or replacement entity that is now existing or hereafter formed (including OMI Note Trust 2003-A), each in form and substance satisfactory to Agent.

               “WARN” has the meaning specified therefor in Section 6.01(j) herein.

               “Whole Loan Adjustment” has the meaning specified therefor in Section 7.01(t) herein.

     Section 1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

     Section 1.03 Accounting and Code Terms. Unless otherwise expressly provided herein, each accounting term used herein shall have the meaning given it under GAAP applied on a basis consistent with those used in preparing the Financial Statements. All terms used in this Agreement which are defined in Article 8 or Article 9 of the Code and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

     Section 1.04 Time References. Unless otherwise indicated herein, all references to time of day refer to Eastern standard time or Eastern daylight saving time, as in effect in New York City on such day. For purposes of 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”; provided, however, that with respect to a computation

35

of fees or interest payable to the Agent or any Tranche A Lender, such period shall in any event consist of at least one full day.

ARTICLE II
THE LOANS

     Section 2.01 The Commitments.

36

37

38

39

     Section 2.02 Making the Tranche A Revolving Loans.

40

               (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the parties hereto, the Borrowers, the Agent and the Tranche A Lenders agree that the Agent may (but shall not be obligated to), and the Borrowers and the Tranche A Lenders hereby irrevocably authorize the Agent to, fund, on behalf of the Tranche A Lenders, Tranche A Revolving Loans pursuant to Section 2.01; provided, however, that the Agent shall in no event fund such Tranche A Revolving Loans if the Agent shall have received written notice from the Required Tranche A Lenders prior to the funding of the proposed Tranche A Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied on the day of the proposed Tranche A Revolving Loan. If the Administrative Borrower gives a Notice of Borrowing requesting a Tranche A Revolving Loan and the Agent elects not to fund such Tranche A Revolving Loan on behalf of the Tranche A Lenders, then promptly after receipt of the Notice of Borrowing requesting such Tranche A Revolving Loan, the Agent shall notify each Tranche A Lender of the specifics of the requested Tranche A Revolving Loan and that it will not fund the requested Tranche A Revolving Loan on behalf of the Tranche A Lenders. If the Agent notifies the Tranche A Lenders that it will not fund a requested Tranche A Revolving Loan on behalf of the Tranche A Lenders, each Tranche A Lender shall make its Pro Rata Share of the Tranche A Revolving Loan available to the Agent, in immediately available funds, at the Payment Office no later than 3:00 p.m. (New York City time) (provided that the Agent requests payment from such Tranche A Lender not later than noon on the prior Business Day) on the date of the proposed Tranche A Revolving Loan. The Agent will make the proceeds of such Tranche A Revolving Loans available to the Borrowers on the day of the proposed Tranche A Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Tranche A Revolving Loans received by the Agent at the Payment Office or the amount funded by the Agent on behalf of the Tranche A Lenders to be deposited in an account designated by the Administrative Borrower.

               (iii) If the Agent has notified the Tranche A Lenders that the Agent, on behalf of the Tranche A Lenders, will fund a particular Tranche A Revolving Loan pursuant to Section 2.02(c)(ii), the Agent may assume that such Tranche A Lender has made such amount available to the Agent on such day and the Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrowers on such day. If the Agent makes such corresponding amount available to the Borrowers and such corresponding amount is not in fact made available to the Agent by such Tranche A Lender, the Agent shall be entitled to recover such corresponding amount on demand from such Tranche A Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three Business Days and thereafter at the Reference Rate. During the period in which such Tranche A Lender has not paid such corresponding amount to the Agent, notwithstanding anything to the contrary contained in this Agreement or any other Tranche A Revolving Loan Document, the amount so advanced by the Agent to the Borrowers shall, for all purposes hereof, be a Tranche A Revolving Loan made by the Agent for its own account. Upon any such failure by a Tranche A Lender to pay the

41

Agent, the Agent shall promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall immediately pay such corresponding amount to the Agent for its own account.

               (iv) Nothing in this Section 2.02(c) shall be deemed to relieve any Tranche A Lender from its obligations to fulfill its Commitment hereunder or to prejudice any rights that the Agent or the Borrowers may have against any Tranche A Lender as a result of any default by such Tranche A Lender hereunder.

               (v) The Tranche A Lenders shall have no obligation to fund Tranche A Revolving Loans during the pendency of any claim being asserted, or action being taken, against the Collateral as described in Section 7.01(cc) herein.

     Section 2.03 Tranche A Revolving Loan Notes.

               If requested in writing by such Tranche A Lender, each Tranche A Revolving Loan made by a Tranche A Lender to the Borrowers shall be evidenced by a single Tranche A Revolving Loan Note, duly executed on behalf of the Borrowers, dated the Effective Date, and delivered to and made jointly and severally payable to the order of such Tranche A Lender in a principal amount equal to the maximum amount of such Tranche A Lender’s Tranche A Revolving Loan.

     Section 2.04 Limitation on Types of Tranche A Revolving Loans; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate, (a) the Agent determines, in good faith, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Tranche A Revolving Loans as provided herein or (b) it becomes unlawful for any Tranche A Lender to honor its obligation to make or maintain Tranche A Revolving Loans hereunder using a LIBO Rate, then the Agent shall give the Administrative Borrower prompt notice thereof and, so long as such condition remains in effect, the Tranche A Lenders shall, following discussions with the Administrative Borrower, select in good faith an index that approximates as closely as reasonably practicable the LIBO Base Rate.

     Section 2.05 Repayment of Tranche A Revolving Loans; Evidence of Debt.

42

     Section 2.06 Interest.

43

     Section 2.07 Prepayment of Tranche A Revolving Loans.

44

     Section 2.08 Fees.

45

     Section 2.09 Taxes.

               (i) the amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including Non-Excluded Taxes on amounts payable to the Tranche A Lenders pursuant to this sentence) the Tranche A Lenders receive an amount equal to the sum they would have received had no such deductions or withholdings been made,

               (ii) the Borrowers shall make such deductions or withholdings, and

               (iii) the Borrowers shall pay the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law. Whenever any Non-Excluded

46

Taxes are payable by the Borrowers, as promptly as possible thereafter, the Administrative Borrower shall send the Tranche A Lenders and the Agent an official receipt (or, if an official receipt is not available, such other documentation as shall be satisfactory to the Tranche A Lenders and the Agent) showing payment. In addition, the Borrowers agree to pay any present or future taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery, performance, recordation or filing of, or otherwise with respect to, this Agreement, the Tranche A Revolving Loan Notes or any other Tranche A Revolving Loan Document other than the foregoing excluded taxes (hereinafter referred to as “Other Taxes”).

               (i) it shall, no later than the Effective Date (or, in the case of a Tranche A Lender which becomes a party hereto pursuant to Section 10.08 hereof after the Effective Date, the date upon which such Tranche A Lender becomes a party hereto), deliver to the Administrative Borrower and the Agent two accurate, complete and signed originals of U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN or other applicable or successor form indicating that such Tranche A Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of its lending office under this Agreement free from withholding of United States Federal income tax;

               (ii) it shall deliver to the Administrative Borrower and the Agent two further properly completed and duly executed copies of such Form W-8ECI or Form W-8BEN or any successor or applicable form on or before the date that any such Form W-8ECI or Form W-8BEN expires or becomes obsolete or invalid and after the occurrence of any event (including, without limitation, a change in a lending office or an addition of a lending office by a Tranche A Lender) requiring a change in the most recent form previously delivered by it to the Administrative Borrower and the Agent or upon the reasonable request of the Administrative Borrower or the Agent;

               (iii) it shall, promptly upon the Administrative Borrower’s reasonable request to that effect, deliver to the Administrative Borrower such other forms or similar documentation as may be required from time to time by any applicable law, treaty, rule or regulation in order to establish such Tranche A Lender’s tax status for withholding purposes; and

47

               (iv) it shall obtain such extensions of time for filing and completing such forms or certifications as may be reasonably requested by the Administrative Borrower.

     Section 2.10 Cash Management.

48

49

50

ARTICLE III
SECURITY AND ADMINISTRATIVE PRIORITY

     Section 3.01 Collateral; Grant of Lien and Security Interest.

               (i) Pursuant to and as provided in the Final Bankruptcy Court Order, as security for the full and timely payment and performance of all of the Obligations, each Debtor Borrower hereby as of the Effective Date assigns, pledges, transfers and grants to the Agent, for the benefit of the Agent and the Tranche A Lenders, pursuant to Section 364 of the Bankruptcy Code, a perfected security interest in and to and Lien on all currently existing or hereafter acquired or arising Collateral.

               (ii) As security for the full and timely payment and performance of all of the Obligations, the Non-Debtor Borrower hereby as of the Effective Date assigns, pledges, transfers and grants to the Agent, for the benefit of the Agent and the Tranche A Lenders, a perfected security interest in and to and Lien on all its currently existing or hereafter acquired or arising Collateral.

               (i) Upon entry of the Final Bankruptcy Court Order and pursuant to its terms, the Lien and security interest in favor of the Agent referred to in Section 3.01(a)(i) hereof shall be a valid, binding, enforceable and perfected Lien and security interest in favor of the Agent in the Collateral, prior to all other Liens and security interests in the Collateral except for (i) Liens existing on the Effective Date securing the Senior Claims set forth on Schedule 1.01(E) and (ii) Permitted Liens (to the extent that such Permitted Liens are accorded priority as a matter of law or pursuant to agreement). Such Lien and security interest and its priority shall remain in effect until the Commitments have been terminated and all Obligations have been repaid in cash in full.

               (ii) The Lien and security interest in favor of the Agent referred to in Section 3.01(a)(ii) hereof shall be a valid, binding, enforceable and perfected Lien and security interest in the Collateral, prior to all other Liens and security interests in the Collateral. Such Lien and security interest and its priority shall remain in effect until the Commitments have been terminated and all Obligations have been repaid in cash in full.

51

52

53

     Section 3.02 Administrative Priority. Pursuant to Section 364(c)(1) of the Bankruptcy Code and as provided for in the Final Bankruptcy Court Order, each of the Borrowers agrees that all Obligations of the Debtor Borrowers under this Agreement shall constitute allowed administrative expenses in the Chapter 11 Cases having priority over all administrative expenses of and unsecured claims against the Debtor Borrowers now existing or hereafter arising, of any kind or nature whatsoever, including without limitation all administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code, subject, as to priority, only to Carve-Out Expenses having priority over the Obligations to the extent set forth in the definition of Agreed Administrative Expense Priorities.

     Section 3.03 Grants, Rights and Remedies. The Lien and security interest granted pursuant to Section 3.01(a) hereof and administrative priority granted pursuant to Section 3.02 hereof are independently granted by this Agreement and by the other Tranche A Revolving Loan Documents hereafter entered into. This Agreement, the Final Bankruptcy Court Order and such other Tranche A Revolving Loan Documents supplement each other, and the grants, priorities, rights and remedies of the Agent and the Tranche A Lenders hereunder and thereunder are cumulative.

     Section 3.04 No Filings Required. Notwithstanding Section 3.01(f) hereof, the Liens and security interests referred to in Section 3.01(a)(i) hereof and in the Tranche A Revolving Loan Documents shall be deemed valid and perfected by entry of the Final Bankruptcy Court Order and entry of the Final Bankruptcy Court Order shall have occurred on or before the date of the initial Tranche A Revolving Loans hereunder. Other than with respect to the Non-Debtor Borrower, the Agent shall not be required to file any financing statements, Mortgages, notices of Lien or similar instruments in any jurisdiction or filing office or to take any other action in order to validate or perfect the Lien and security interest granted by or pursuant to this Agreement, the Final Bankruptcy Court Order or any other Tranche A Revolving Loan Document.

     Section 3.05 Survival. The Liens, lien priority, administrative priorities and other rights and remedies granted to the Agent and the Tranche A Lenders pursuant to this Agreement, the Final Bankruptcy Court Order and the other Tranche A Revolving Loan Documents (specifically including, but not limited to, the existence, perfection and priority of the Liens and security interests provided herein and therein, and the administrative priority provided herein and

54

therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of debt by any Borrower (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by any dismissal or conversion of any of the Chapter 11 Cases, or by any other act or omission whatever. Without limitation, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission:

ARTICLE IV
PAYMENTS AND OTHER COMPENSATION

     Section 4.01 Payments; Computations and Statements.

55

     Section 4.02 Sharing of Payments, Etc. Except as provided in Section 2.02 hereof, if any Tranche A Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Obligation in excess of its Pro Rata Share on account of similar obligations obtained by all the Tranche A Lenders, such Tranche A Lender shall forthwith purchase from the other Tranche A Lenders such participations in such similar obligations held by them as shall be necessary to cause such purchasing Tranche A Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Tranche A

56

Lender, such purchase from each Tranche A Lender shall be rescinded and such Tranche A Lender shall repay to the purchasing Tranche A Lender the purchase price to the extent of such recovery together with an amount equal to such Tranche A Lender’s ratable share (according to the proportion of (i) the amount of such Tranche A Lender’s required repayment to (ii) the total amount so recovered from the purchasing Tranche A Lender of any interest or other amount paid by the purchasing Tranche A Lender in respect of the total amount so recovered). The Borrowers agree that any Tranche A Lender so purchasing a participation from another Tranche A Lender pursuant to this Section 4.02 may, to the fullest extent permitted by law, exercise all its rights (including the Tranche A Lender’s right of set-off) with respect to such participation as fully as if such Tranche A Lender were the direct creditor of the Borrowers in the amount of such participation.

     Section 4.03 Apportionment of Payments.

     Section 4.04 Increased Costs and Reduced Return.

57

58

     Section 4.05 Joint and Several Liability of the Borrowers.

59

ARTICLE V
CONDITIONS TO LOANS

     Section 5.01 Conditions Precedent to Effectiveness. This Agreement shall become effective as of the Business Day (the “Effective Date”) when each of the following conditions precedent shall have been satisfied in a manner satisfactory to the Tranche A Lenders:

               (i) a certificate of an Authorized Officer of each Borrower, certifying as to the matters set forth in subsection (b) of this Section 5.01;

60

               (ii) a certificate of an Authorized Officer of each Borrower, certifying as to the charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of such Borrower delivered to the Agent on the Effective Date, and that each such organizational document remains in full force and effect on the Effective Date;

               (iii) a copy of the resolutions of each Borrower, certified as of the Effective Date by an Authorized Officer of such Borrower, authorizing (A) the borrowings hereunder and the transactions contemplated by the Tranche A Revolving Loan Documents to which such Borrower is or will be a party, and (B) the execution, delivery and performance by such Borrower of each Tranche A Revolving Loan Document to which such Borrower is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;

               (iv) opinions of counsel to the Borrowers, in form and substance reasonably satisfactory to the Tranche A Lenders, substantially in the form of Exhibit E hereto;

               (v) executed copies of all Tranche A Revolving Loan Documents;

               (vi) a complete set of all Warehouse Facility Documents, including all amendments and modifications thereto; and

               (vii) executed copies of all Subservicing Agreements executed as of the date hereof.

61

     Section 5.02 Conditions Precedent to all Tranche A Revolving Loans. The obligation of the Agent or any Tranche A Lender to make any Tranche A Revolving Loan is subject to the fulfillment, in a manner satisfactory to the Tranche A Lenders, of each of the following conditions precedent:

62

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

     Section 6.01 Representations and Warranties. Each Borrower hereby represents and warrants to the Agent and the Tranche A Lenders as follows:

63

64

               (i) The Financial Statements, copies of which have been delivered to the Agent and the Tranche A Lenders, fairly present the consolidated financial condition of the Borrowers and their Subsidiaries as at the respective dates thereof and the consolidated results of operations of the Borrowers and their Subsidiaries for the fiscal periods ended on such respective dates, all in accordance with GAAP, and since September 30, 2002 no event or development has occurred that has had or is reasonably likely to have a Material Adverse Effect other than the filing of the Chapter 11 Cases and as disclosed to the Agent pursuant to clause (q) below.

               (ii) The Budget is believed by the Parent to be reasonable, has been prepared on a reasonable basis and in good faith by the Parent, and is based on assumptions believed by the Parent to be reasonable at the time made and upon the best information then reasonably available to the Parent, and the Parent is not aware of any facts or information that would lead it to believe that such Budget is incorrect or misleading in any material respect.

65

               (i) Each Borrower has good and indefeasible title to, or valid leasehold interests in, all Property and assets material to its business, free and clear of all Liens except (to the extent permitted in Section 3.01(b) hereof) Permitted Liens and the Senior Claims. All Properties are in good working order and condition, ordinary wear and tear excepted and in compliance with all laws, rules, regulations, judgments or orders of any Governmental Authority, except for such noncompliance which is not reasonably likely to have a Material Adverse Effect.

               (ii) Schedule 6.01(O) sets forth a complete and accurate list as of the Effective Date of all Real Property owned by each Borrower.

66

67

               (u) Intellectual Property. (i) Schedule 6.01(U) hereto contains a complete and accurate list as of the date hereof of all patented and registered Intellectual Property owned by any Debtor Borrower and all pending patent applications and applications for the registration of other Intellectual Property owned or filed by any Debtor Borrower. Schedule 6.01(U) also contains a complete and accurate list of all licenses and other rights in Intellectual Property granted by any Debtor Borrower to any third party and licenses and other rights in Intellectual Property granted by any third party to any Debtor Borrower.

               (ii) Except as set forth on Schedule 6.01(U), each Debtor Borrower (i) has made all necessary filings and recordations, (ii) has paid all required fees and taxes, and (iii) has taken all actions to record and maintain its ownership of the patented or registered Debtor Borrower Intellectual Property and applications therefor in the United States Patent and Trademark Office, the United States Copyright Office and any other applicable filing office.

               (iii) Except as set forth in Schedule 6.01(U), each Debtor Borrower owns, free and clear of all liens, all right, title and interest in, or has the right and authority to use, pursuant to a valid and enforceable license, all Intellectual Property necessary or desirable for the conduct of its businesses as currently conducted and as currently proposed to be conducted.

               (iv) Except as set forth in Schedule 6.01(U), (i) no claim by any third party contesting the validity, enforceability, use or ownership of any Debtor Borrower Intellectual Property (a) has been made, (b) is currently pending or, (c) to the best of any Debtor Borrower’s knowledge, is threatened, and (ii) neither the Debtor Borrowers nor any executive of any Debtor Borrower has received any notice of, or is aware of any facts which would indicate a likelihood of, any infringement or misappropriation by, or conflict with, any third party with regard to any Intellectual Property.

               (v) Except as set forth in Schedule 6.01(U), no use of the Debtor Borrower Intellectual Property infringes or misappropriates, or conflicts with, any Intellectual Property rights of any third party, and no infringement or misappropriation of, or conflict with, any rights of any third party has occurred or will occur as a result of the operation of the businesses as currently conducted, as previously conducted and as currently proposed to be conducted.

               (vi) Except as set forth in Schedule 6.01(U), the loss, forfeiture or expiration of any item of the Debtor Borrower Intellectual Property would not have a Material Adverse Effect.

68

               (vii) No consents are required under any licenses to Intellectual Property listed in Schedule 6.01(U) to the grant of the security interest to, and exercise of any rights and remedies of, the Agent (including, without limitation, such rights and remedies upon the occurrence of an Event of a Default) as set forth in this Agreement.

               For the purpose of enabling the Agent to exercise rights and remedies hereunder, upon the occurrence and during the continuation of an Event of Default, each Debtor Borrower hereby grants to the Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Debtor Borrower) to use, assign, license or sublicense any of the Debtor Borrower Intellectual Property to the extent permitted by the terms of such Debtor Borrower Intellectual Property, wherever the same may be located, including in such license reasonable access to all media in which any of the Debtor Borrower Intellectual Property may be recorded or stored and to all computer programs used for access thereto or the use, compilation or printout thereof. Notwithstanding the foregoing, the Agent shall have no obligations or liabilities regarding any or all or the Debtor Borrower Intellectual Property by reason of, or arising out of, this Agreement.

               (i) As of the Effective Date, the Obligations of the Debtor Borrowers will constitute allowed administrative expenses in the Chapter 11 Case having priority in payment over all other administrative expenses and unsecured claims against the Debtor Borrowers now existing or hereafter arising, of any kind or nature whatsoever, including without limitation all administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code, subject, as to priority, only to Carve-Out Expenses having priority over the Obligations to the extent set forth in the Agreed Administrative Expense Priorities, but excluding any causes of action arising under Sections 544, 545, 547, 548, 549, 550, 553(b) or 724(a) of the Bankruptcy Code.

               (ii) The Lien and security interest of the Agent on the Collateral is a valid and perfected first priority Lien subject only to (A) assets subject to Permitted Liens (to the extent that such Permitted Liens are accorded priority as a matter of law or pursuant to agreement), including but not limited to Liens for post-petition taxes and (B) owned motor vehicles financed by a third party.

69

               (iii) All assets and Property of the Borrowers and their Subsidiaries are subject to the Lien and security interest of the Agent other than (A) the assets of the Excluded Entities, (B) Real Property consisting of lot inventory held for sale in the ordinary course of the Borrowers’ retail sales business, (C) assets subject to the Senior Claims and (D) any leasehold interests of any Borrower in motor vehicles (but only to the extent that perfection of such a leasehold interest is not permitted under applicable state law).

               (i) Borrowers hold all rights, title and interest in the Servicing Advance Receivables free and clear of all Liens, counterclaims, defenses and rights of set-off.

               (ii) Servicing Advance Receivables which constitute Collateral in the aggregate amount of at least $90,000,000 qualify as “P&I Advances,” “Servicing Advances,” or “Liquidation Expenses” under the Pooling and Servicing Agreements as of the date hereof and the Borrowers have no reason to believe that the foregoing do not qualify for reimbursement under the terms of the related Pooling and Servicing Agreements.

               (iii) Servicing Advance Receivables which constitute Collateral hereunder in the aggregate amount of at least $90,000,000 are outstanding as of the Effective Date and have not been reimbursed to the Borrowers or any of their Affiliates.

70

ARTICLE VII
COVENANTS OF THE BORROWER

     Section 7.01 Affirmative Covenants. So long as any principal of or interest on any Tranche A Revolving Loan or any other Obligation (whether or not due) shall remain unpaid or any Tranche A Lender shall have any Commitment hereunder, the Borrowers will, unless the Required Tranche A Lenders shall otherwise consent in writing:

               (i) beginning with the fiscal quarter ending March 31, 2003, as soon as available and in any event within 45 days after the end of each fiscal quarter of the Borrowers, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated statements of cash flows of the Borrowers and their Subsidiaries (including results by operating divisions) as at the end of such quarter, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form (A) the figures for the corresponding date or period of the immediately preceding Fiscal Year and (B) the corresponding figures forecast in the Budget, all in reasonable detail and certified by an Authorized Officer as fairly presenting, in all material respects, the financial position of the Borrowers and their Subsidiaries as of the end of such quarter and the results of operations and cash flows of the Borrowers and their Subsidiaries for such quarter, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Borrowers and their Subsidiaries furnished to the Tranche A Lenders, subject to normal year-end adjustments;

               (ii) as soon as available and, in any event, within 105 days after the end of each Fiscal Year, consolidated balance sheets, consolidated statements of operations and retained earnings and consolidated statements of cash flows of the Borrowers and their Subsidiaries as at the end of such Fiscal Year, setting forth in comparative form the corresponding figures for the immediately preceding Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, and accompanied by a report with respect to the consolidated financial statements and an opinion without any qualifications (other than a “going concern” qualification), prepared in accordance with generally accepted auditing standards, of PriceWaterhouseCoopers LLC or other independent certified public accountants of recognized standing selected by the Parent and satisfactory to the Agent (which opinion shall be without any qualification or exception as to the scope of such audit, together, beginning with fiscal year 2003, with a written statement of such accountants (1) to the effect that, in making the examination necessary for their certification of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default insofar as they relate to accounting matters and (2) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default, describing the nature thereof);

71

               (iii) as soon as available, and in any event within 30 days of the end of each fiscal month of the Borrowers and their Subsidiaries, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and consolidated statements of cash flows for such fiscal month of the Borrower and their Subsidiaries for such fiscal month and for the period from the beginning of such Fiscal Year to the end of such fiscal month, all in reasonable detail and certified by an Authorized Officer as fairly presenting, in all material respects, the financial position of the Borrowers and their Subsidiaries as of the end of such fiscal month and the results of operations and cash flows of the Borrowers and their Subsidiaries for such fiscal month, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements furnished to the Tranche A Lenders, subject to normal year-end adjustments;

               (iv) simultaneously with the delivery of the financial statements of the Borrowers required by clauses (i), (ii) and (iii) of this Section 7.01(a), a certificate of an Authorized Officer of the Administrative Borrower (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Tranche A Revolving Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Borrowers and their Subsidiaries during the period covered by such financial statements with a view to determining whether the Borrowers and their Subsidiaries were in compliance with all of the provisions of such Tranche A Revolving Loan Documents at the times such compliance is required by the Tranche A Revolving Loan Documents, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which the Borrowers and their Subsidiaries propose to take or have taken with respect thereto and (B) setting forth the calculation of the financial covenants provided herein and the amount by which the Borrowers have passed or failed such covenants;

               (v) within two (2) Business Days after the end of each week, the following information with respect to the Warehouse Facility: the amount outstanding under the Warehouse Facility as of the end of such week and the amount and date of each borrowing and payment under the Warehouse Facility during such week;

               (vi) immediate notice of the Borrowers’ inability to fund under the Warehouse Facility, or any suspension of funding, termination or default thereunder.

               (vii) promptly after filing thereof, copies of all pleadings, motions, applications, financial information and other papers and documents filed by the Debtor Borrowers in the Chapter 11 Cases, which such papers and documents shall also be given or served on the Agent’s counsel;

               (viii) promptly after the sending thereof, copies of all material written reports and all term sheets for a plan of reorganization given by the Debtor Borrowers to the Creditors Committee (if any) or any other official or unofficial creditors’ committee in the Chapter 11 Cases;

72

               (ix) promptly after submission to any Governmental Authority, all documents and written information furnished to such Governmental Authority in connection with any investigation of any Borrower other than those relating to routine inquiries by such Governmental Authority;

               (x) as soon as possible, and in any event within three (3) Business Days after the occurrence of an Event of Default or Default or the occurrence of any event or development that is reasonably likely to have a Material Adverse Effect, the written statement of an Authorized Officer setting forth the details of such Event of Default, Default, or Material Adverse Effect and the action which the Borrowers and their Subsidiaries propose to take with respect thereto;

               (xi) (A) as soon as possible and in any event (1) within ten (10) days after any Borrower or any ERISA Affiliate thereof knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Employee Plan has occurred, (2) within ten (10) days after any Borrower or any ERISA Affiliate thereof knows or has reason to know that any other Termination Event with respect to any Employee Plan has occurred, or (3) within ten (10) days after any Borrower or any ERISA Affiliate thereof knows or has reason to know that an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, a statement of an Authorized Officer setting forth the details of such occurrence and the action, if any, which such Borrower or such ERISA Affiliate proposes to take with respect thereto, (B) promptly and in any event within three (3) days after receipt thereof by any Borrower or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Borrower or any ERISA Affiliate thereof of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, (C) promptly and in any event within ten (10) days after the filing thereof with the Internal Revenue Service if requested by the Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within ten (10) days after any Borrower or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan, and (E) promptly and in any event within ten (10) days after any Borrower or any ERISA Affiliate thereof send notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such notice sent by such Borrower or such ERISA Affiliate thereof;

               (xii) promptly after the commencement thereof but in any event not later than three (3) days after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Borrower, notice of each action, suit or proceeding brought by or against any Borrower before any court or other Governmental Authority or other regulatory body or any arbitrator which is reasonably likely to have a Material Adverse Effect;

               (xiii) promptly after the sending or filing thereof, copies of all statements, reports and other information (other than matters solely of an administrative nature) any Borrower sends to any holders (other than a Borrower) of its Indebtedness or its securities or

73

files with the SEC (including all 10-Q quarterly reports, Form 10-K annual reports and Form 8-K current reports) or any national (domestic or foreign) securities exchange;

               (xiv) promptly after the filing thereof, copies of Borrowers’ federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service;

               (xv) any other information that is provided by Parent to its shareholders generally;

               (xvi) if and when filed by any Borrower and as requested by Agent, satisfactory evidence of payment of applicable sales and excise taxes in each jurisdiction in which (i) any Borrower conducts business or is required to pay any such sales or excise tax, (ii) where any Borrower’s failure to pay any such applicable sales or excise tax would result in a Lien on the properties or assets of any Borrower, or (iii) where any Borrower’s failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Effect,

               (xvii) promptly upon receipt thereof, copies of all financial reports (including, without limitation, management letters), if any, submitted to any Borrower by its auditors in connection with any annual or interim audit of the books thereof;

               (xviii) as soon as any Borrower has received a material notice delivered under any Repurchase Agreement (including, without limitation, any notice to repurchase Inventory), the Warehouse Facility Documents, any Securitized Transaction, the Tranche B Agreements, the Securitization Documentation, or IRB, copies of such notice;

               (xix) a weekly Tranche A Borrowing Base Availability report with respect to all Tranche A Borrowing Base Assets to the Agent by noon on the third (3rd) Business Day thereof with respect to the Tranche A Borrowing Base Availability of the previous week; and

               (xx) promptly upon request, such other information concerning the condition or operations, financial or otherwise, of any Borrower as the Agent may from time to time reasonably request.

74

75

76

77

78

79

               (i) At all times seek reimbursement of Servicing Advance Receivables consistent with past practices; and

               (ii) At all times seek reimbursement of Servicing Advance Receivables seasonably upon becoming so entitled under the relevant Securitization Documentation.

80

81

82

83

     Section 7.02 Negative Covenants. So long as any principal of or interest on any Tranche A Revolving Loan or any other Obligation (whether or not due) shall remain unpaid or any Tranche A Lender shall have any Commitment hereunder, the Borrowers shall not, unless the Required Tranche A Lenders shall otherwise consent in writing:

               (i) At any time seek, consent to or suffer to exist any modification, stay, vacation or amendment of the Final Bankruptcy Court Order except for modifications and amendments agreed to by the Agent;

               (ii) At any time suffer to exist a priority for any administrative expense or unsecured claim against any Borrower (now existing or hereafter arising of any kind or nature whatsoever, including without limitation any administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code) equal or superior to the priority of the Tranche A Lenders in respect of the Obligations, except for the Carve-Out Expenses having priority over the Obligations to the extent set forth in the definition of Agreed Administrative Expense Priorities;

               (iii) At any time suffer to exist any Lien on the Collateral having a priority equal or superior to the Lien in favor of the Tranche A Lenders in respect of the Collateral except for Permitted Liens; and

               (iv) Prior to the date on which the Obligations have been paid in full in cash and the Commitments have been terminated, pay any administrative expense claims except (A) Priority Professional Expenses and other payments pursuant to sub-clause (i) of clause “first” of the definition of the term “Agreed Administrative Expense Priorities”, (B) any Obligations due and payable hereunder, (C) other administrative expense claims incurred in the ordinary course of the business of the Debtor Borrowers or their respective Chapter 11 Cases, and (D) payments of pre-petition obligations permitted pursuant to Section 7.02(j) hereof (but which shall be authorized and allowed only if no Default or Event of Default shall have occurred and be continuing), in each case to the extent and having the order of priority set forth in the Agreed Administrative Expense Priorities.

84

               (i) (A) any Borrower may be merged into or may consolidate with another Borrower or (B) any wholly-owned Subsidiary of any Borrower (other than the Borrowers) may be merged into such Borrower or another such wholly-owned Subsidiary of such Borrower, or may consolidate with another such wholly-owned Subsidiary of such Borrower, so long as (w) no other provision of this Agreement would be violated thereby, (x) such Borrower gives the Agent at least 60 days’ prior written notice of such merger or consolidation, (y) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (z) the Tranche A Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger or consolidation; and

               (ii) any of the Borrowers and their Subsidiaries, so long as no Default or Event of Default has occurred and is continuing, may (A) dispose of obsolete or worn-out equipment in the ordinary course of business, (B) enter into licenses or sublicenses in the ordinary course of business, (C) effect Permitted Dispositions and (D) with the consent of the Agent, sell or otherwise dispose of other Property or assets for cash in an aggregate amount not less than the fair market value of such Property or assets, provided that the Borrowers comply with the terms of Section 2.07(b)(ii).

85

86

87

               (i) Establish the Cash Collateral Account or any Cash Management Accounts or replacement Cash Collateral Account or Cash Management Accounts other than in accordance with the procedures specified in Section 2.10 hereof;

               (ii) Commingle Proceeds from any REMIC or securitization vehicle in the Lockbox Account for more than two (2) Business Days;

               (iii) Materially change its disbursing and depositary practices at its field locations without the prior written consent of the Agent; provided that the Suburban Group can continue its existing practices in a manner consistent with past practices and in the ordinary course of business.

               (iv) Without the prior written consent of the Agent, modify or add ACH capability to any new or existing Cash Management Accounts with the Cash Management Bank.

88

ARTICLE VIII
EVENTS OF DEFAULT

     Section 8.01 Events of Default. If any of the following Events of Default shall occur and be continuing:

89

90

91

92

then, and in any such event, the Agent may, and shall at the request of the Majority Tranche A Lenders, by notice to the Administrative Borrower, (i) terminate the Commitments, whereupon the Commitments shall terminate immediately, (ii) declare all Tranche A Revolving Loans then outstanding to be due and payable, whereupon the aggregate principal of such Tranche A Revolving Loans, all accrued and unpaid interest thereon, all fees and all other amounts payable under this Agreement shall become due and payable immediately, without further order of, or application to, the Bankruptcy Court, presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, (iii) exercise Control over the Cash Collateral Account and all Cash Management Accounts (including the Concentration Account but excluding the Lockbox Account), or, should no Account Control Agreement be in place, require that the Borrowers act as directed pursuant to Section 3.01(g)(vi) herein (iv) sweep (or cause to be swept) all cash from the Cash Collateral Account into the Agent’s Account as set forth in Section 2.10 hereof, (v) exercise its rights under the Tranche A Guaranties, (vi) as set forth in Section 6.01(u) hereof, use, assign, license or sublicense any of the Debtor Borrower Intellectual Property, to the extent permitted by the terms of such Debtor Borrower Intellectual Property and (vi) exercise any and all of its other rights and remedies under applicable law (including, but not limited to, the Bankruptcy Code and the Code), hereunder and under the other Tranche A Revolving Loan Documents; provided, however, in accordance with the Final Bankruptcy Court Order, the Agent may not consummate foreclosure on the Collateral or otherwise seize control of assets of the Debtor Borrowers’ Estates (as such term is defined in the Bankruptcy Code) absent five (5) Business Days’ notice of an Event of Default hereunder; provided, further, that notwithstanding any of the foregoing, following an Event of Default hereunder, the Agent may continue to exercise such rights that it may have exercised absent an Event of Default hereunder, including, without limitation, those listed in subsections (iii) and (iv) of this paragraph.

93

ARTICLE IX
AGENT

     Section 9.01 Appointment. Each Tranche A Lender (and each subsequent holder of any Tranche A Revolving Loans by its acceptance thereof) hereby irrevocably appoints and authorizes the Agent to perform the duties of the Agent as set forth in this Agreement including: (i) to receive on behalf of each Tranche A Lender any payment of principal of or interest on the Tranche A Revolving Loans outstanding hereunder and all other amounts accrued hereunder for the account of the Tranche A Lenders and paid to the Agent, and to distribute promptly to each Tranche A Lender its Pro Rata Share of all payments so received, (ii) to distribute to each Tranche A Lender copies of all material notices and agreements received by the Agent and not required to be delivered to each Tranche A Lender pursuant to the terms of this Agreement, provided that the Agent shall not have any liability to the Tranche A Lenders for the Agent’s inadvertent failure to distribute any such notices or agreements to the Tranche A Lenders and (iii) subject to Section 9.03 of this Agreement, to take such action as the Agent deems appropriate on its behalf to administer the Tranche A Revolving Loans and the Tranche A Revolving Loan Documents and to exercise such other powers delegated to the Agent by the terms hereof or the Tranche A Revolving Loan Documents (including, without limitation, the power to give or to refuse to give notices, waivers, consents, approvals and instructions and the power to make or to refuse to make determinations and calculations) together with such powers as are reasonably incidental thereto to carry out the purposes hereof and thereof. As to any matters not expressly provided for by this Agreement and the other Tranche A Revolving Loan Documents (including, without limitation, enforcement or collection of the Tranche A Revolving Loan Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Tranche A Lenders, and such instructions of the Required Tranche A Lenders shall be binding upon all Tranche A Lenders and all subsequent holders of Tranche A Revolving Loan Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any Tranche A Revolving Loan Document or applicable law.

     Section 9.02 Nature of Duties. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the Tranche A Revolving Loan Documents. The duties of the Agent shall be mechanical and administrative in nature. The Agent shall not have by reason of this Agreement or any Tranche A Revolving Loan Document a fiduciary relationship in respect of any Tranche A Lender. Nothing in this Agreement or any of the Tranche A Revolving Loan Documents, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Agreement or any of the Tranche A Revolving Loan Documents except as expressly set forth herein or therein. Each Tranche A Lender shall make its own independent investigation of the financial condition and affairs of the Borrowers in connection with the making and the continuance of the Tranche A Revolving Loans hereunder and shall make its own appraisal of the creditworthiness of the Borrowers and the value of the Collateral, and the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Tranche A Lender with any credit or other information with respect thereto, whether coming into its possession before the initial Tranche A

94

Revolving Loans hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Tranche A Lender, the Agent shall provide to such Tranche A Lender any documents or reports delivered to the Agent by the Borrowers pursuant to the terms of this Agreement or any Tranche A Revolving Loan Document. If the Agent seeks the consent or approval of the Required Tranche A Lenders to the taking or refraining from taking any action hereunder, the Agent shall send notice thereof to each Tranche A Lender. The Agent shall promptly notify each Tranche A Lender any time that the Required Tranche A Lenders have instructed the Agent to act or refrain from acting pursuant hereto.

     Section 9.03 Rights, Exculpation, Etc. The Agent and its directors, officers, agents or employees shall not be liable to the Tranche A Lenders or their participants or assignees for any action taken or omitted to be taken by it under or in connection with this Agreement or the other Tranche A Revolving Loan Documents. Without limiting the generality of the foregoing, the Agent (i) may treat the payee of any Tranche A Revolving Loan Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof, pursuant to Section 10.08 hereof, signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including, without limitation, counsel to the Agent or counsel to the Borrowers), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel or experts; (iii) make no warranty or representation to any Tranche A Lender and shall not be responsible to any Tranche A Lender for any statements, certificates, warranties or representations made in or in connection with this Agreement or the other Tranche A Revolving Loan Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Tranche A Revolving Loan Documents on the part of any Person, the existence or possible existence of any Default or Event of Default, or to inspect the Collateral or other Property (including, without limitation, the books and records) of any Person; (v) shall not be responsible to any Tranche A Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Tranche A Revolving Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Agent’s Lien thereon, or any certificate prepared by any Borrower in connection therewith, nor shall the Agent be responsible or liable to the Tranche A Lenders for any failure to monitor or maintain any portion of the Collateral. The Agent shall not be liable for any apportionment or distribution of payments made in good faith pursuant to Section 2.02(c), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Tranche A Lender to whom payment was due but not made, shall be to recover from other Tranche A Lenders any payment in excess of the amount which they are determined to be entitled. The Agent may at any time request instructions from the Tranche A Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Tranche A Revolving Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval under any of the Tranche A Revolving Loan Documents until it shall have received such instructions from the Required Tranche A Lenders. Without limiting the foregoing, no Tranche A Lender shall have any right of action whatsoever against the Agent as a result of the Agent

95

acting or refraining from acting under this Agreement, the Tranche A Revolving Loan Notes or any of the other Tranche A Revolving Loan Documents in accordance with the instructions of the Required Tranche A Lenders.

     Section 9.04 Reliance. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the Tranche A Revolving Loan Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

     Section 9.05 Indemnification. To the extent that the Agent is not reimbursed and indemnified by any Borrower, the Tranche A Lenders will reimburse and indemnify the Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any of the Tranche A Revolving Loan Documents or any action taken or omitted by the Agent under this Agreement or any of the Tranche A Revolving Loan Documents (including, after any payment by the Agent of any amounts due to the Tranche A Lenders, any chargebacks by the Cash Management Bank for any erroneously credited items comprising such payment), in proportion to each Tranche A Lender’s Pro Rata Share, including, without limitation, all advances and disbursements made pursuant to Section 9.08; provided, however, that no Tranche A Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements for which there has been a final judicial determination that such resulted from the Agent’s gross negligence or willful misconduct. The obligations of the Tranche A Lenders under this Section 9.05 shall survive the payment in full of the Tranche A Revolving Loans and the termination of this Agreement.

     Section 9.06 Agent Individually. With respect to its Pro Rata Share of the Tranche A Total Commitment hereunder, the Tranche A Revolving Loans made by it and the Tranche A Revolving Loan Notes issued to or held by it, the Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Tranche A Lender or holder of a Tranche A Revolving Loan Note. The terms “Tranche A Lenders” or “Required Tranche A Lenders” or any similar terms shall, unless the context clearly otherwise indicates, include the Agent in its individual capacity as a Tranche A Lender or one of the Required Tranche A Lenders. The term “Agent” shall mean the Agent solely in its individual capacity as the Agent hereunder. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Borrowers as if it were not acting as an Agent pursuant hereto without any duty to account to the Tranche A Lenders.

     Section 9.07 Successor Agent.

96

     Section 9.08 Collateral Matters.

97

98

ARTICLE X
MISCELLANEOUS

     Section 10.01 Notices, Etc. (a) All notices and other communications provided for hereunder shall be in writing and shall be mailed, telecopied or delivered, if to any Borrower, at the following address:

99

if to a Tranche A Lender, to it at the address for such Tranche A Lender set forth on Schedule 1.01(F) hereto, or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties complying as to delivery with the terms of this Section 10.01. All such notices and other communications shall be effective, (i) if mailed, when received or within three (3) Business Days after deposited in the mails, whichever occurs first, (ii) if telecopied, when transmitted and confirmation received, or (iii) if delivered, upon delivery, except that notices to the Agent pursuant to Article II shall not be effective until received by the Agent.

     Section 10.02 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any Tranche A Revolving Loan Note, and no consent to any departure by the Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Tranche A Lenders, and, in the case of an amendment, the Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given, provided, however, that no amendment, waiver or consent shall (i) increase the Commitment of any Tranche A Lender, reduce the principal of, or interest on, the Tranche A Revolving Loans payable to any Tranche A Lender, reduce the amount of any fee payable for the account of any Tranche A Lender, or postpone or extend any date fixed for any payment of principal of, or interest or fees on, the Tranche A Revolving Loans payable to any Tranche A Lender, in each case without the written consent of any Tranche A Lender affected thereby, (ii) increase the Tranche A Total Commitment, (iii) change the percentage of the Tranche A Total Commitment or of the aggregate unpaid principal amount of the Tranche A Revolving Loan Notes that is required for the Tranche A Lenders or any of them to take any action hereunder, (iv) amend the definition of “Required Tranche A Lenders” or “Pro Rata Share”, (v) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Tranche A Revolving Loan Documents), subordinate any Lien granted in favor of the Agent for the benefit of the Tranche A Lenders, or release any Borrower, (vi) modify, waive, release or subordinate the super priority claim status of the Obligations

100

(except as permitted in this Agreement and the Tranche A Revolving Loan Documents), or (vii) amend, modify or waive Section 7.01(t), 7.02(n) or this Section 10.02 of this Agreement, in the case of clauses (ii) through (vii), without the written consent of each Tranche A Lender. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Agent, affect the rights or duties of the Agent (but not in its capacity as a Tranche A Lender) under this Agreement or the other Tranche A Revolving Loan Documents. The parties to this Agreement acknowledge that all material amendments to this Agreement will require the consent of the Bankruptcy Court.

     Section 10.03 No Waiver; Remedies, Etc. No failure on the part of the Agent or any Tranche A Lender to exercise, and no delay in exercising, any right hereunder or under any other Tranche A Revolving Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right under any Tranche A Revolving Loan Document preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of the Agent and the Tranche A Lenders provided herein and in the other Tranche A Revolving Loan Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights of the Agent and the Tranche A Lenders under any Tranche A Revolving Loan Document against any party thereto are not conditional or contingent on any attempt by the Agent and the Tranche A Lenders to exercise any of their rights under any other Tranche A Revolving Loan Document against such party or against any other Person.

     Section 10.04 Expenses; Taxes; Attorneys’ Fees. Without any further order of the Bankruptcy Court, and regardless of whether or not the transactions contemplated hereby are consummated, the Borrowers will pay on demand all reasonable, out-of-pocket costs and expenses incurred by or on behalf of the Tranche A Lenders, regardless of whether the transactions contemplated hereby are consummated (provided that such reimbursement amount shall not exceed $500,000 if the transactions contemplated hereby are not consummated), including, without limitation, reasonable fees, costs, client charges and expenses of counsel for the Tranche A Lenders, accounting, due diligence (other than the due diligence covered by the Due Diligence Fee), periodic field audits, physical counts, valuations, inventory verification and analysis, investigations, searches and filings, monitoring of assets, appraisals of Collateral, real estate appraisals, environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Tranche A Revolving Loan Documents, (including, without limitation, the preparation of any additional Tranche A Revolving Loan Documents), (b) any requested amendments, waivers or consents to this Agreement or the other Tranche A Revolving Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Tranche A Lenders’ rights under this Agreement or the other Tranche A Revolving Loan Documents, (d) the defense of any claim or action asserted or brought against the Agent or the Tranche A Lenders by any Person that arises from or relates to this Agreement, any other Tranche A Revolving Loan Document, the Agent’s or the Tranche A Lenders’ claims against the Borrowers and each other Borrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Tranche A Revolving Loan Document, (f) the filing of any petition, complaint, answer, motion or other pleading by the Agent or the Tranche A Lenders, or the taking of any action in respect of

101

the Collateral or other security, in connection with this Agreement or any other Tranche A Revolving Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Tranche A Revolving Loan Document, including, without limitation, the hiring and retention of liquidation agents and consultants, replacement management or staff and temporary staff, (h) any attempt to enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Tranche A Revolving Loan Document, (i) any attempt to collect from the Borrowers, (j) the receipt by the Agent or the Tranche A Lenders of any advice from professionals with respect to any of the foregoing, (k) all liabilities and costs arising from or in connection with the past, present or future operations of the Borrowers involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of any Borrower or (m) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Tranche A Revolving Loan Document: (x) the Borrowers agree to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter payable in connection with this Agreement or any other Tranche A Revolving Loan Document, and the Borrowers agree to save the Agent and the Tranche A Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) the Borrowers agree to pay all broker fees that may become due in connection with the transactions contemplated by this Agreement (other than any such fees that become payable solely as a result of actions of the Agent or any of the Tranche A Lenders), and (z) if the Borrowers fail to perform any covenant or agreement contained herein or in any other Tranche A Revolving Loan Document, the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of the Agent incurred in connection therewith shall be reimbursed on demand by the Borrowers.

     Section 10.05 Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, any Tranche A Lender may, and is hereby authorized to, at any time and from time to time, without notice to the Borrowers (any such notice being expressly waived by the Borrowers) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Tranche A Lender to or for the credit or the account of the Borrowers against any and all obligations of any of them now or hereafter existing under any Tranche A Revolving Loan Document, irrespective of whether or not such Tranche A Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured. Each Tranche A Lender agrees to notify the Administrative Borrower promptly after any such set-off and application made by such Tranche A Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

     Section 10.06 Survival. All covenants, agreements, representations and warranties made by the Borrowers herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties

102

hereto and shall survive the execution and delivery of this Agreement and the making of any Tranche A Revolving Loans, regardless of any investigation made by any such other party or on its behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Tranche A Revolving Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.09, 4.04, 10.04 and 10.16 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Tranche A Revolving Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

     Section 10.07 Severability. Any provision of this Agreement, which is 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 portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

     Section 10.08 Assignments and Participations.

103

               (i) By executing and delivering an Assignment and Acceptance, the assigning Tranche A Lender and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (A) other than as provided in such Assignment and Acceptance, the assigning Tranche A Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Tranche A Revolving Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Tranche A Revolving Loan Document furnished pursuant hereto; (B) the assigning Tranche A Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any of their Subsidiaries or the performance or observance by the Borrowers of any of their obligations under this Agreement or any other Tranche A Revolving Loan Document furnished pursuant hereto; (C) such assignee confirms that it has received a copy of this Agreement and the other Tranche A Revolving Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (D) such assignee will, independently and without reliance upon the Assigning Tranche A Lender, the Agent or any Tranche A Lender 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 this Agreement and the other Tranche A Revolving Loan Documents; (E) such assignee appoints and authorizes the Agent to take such action as Agent on its behalf and to exercise such powers under this Agreement and the other Tranche A Revolving Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (F) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Tranche A Revolving Loan Documents are required to be performed by it as a Tranche A Lender.

               (ii) The Agent shall maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Tranche A Lenders and the Commitments of, and principal amount of the Tranche A Revolving Loans owing to each Tranche A Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Tranche A Lenders may treat each Person whose name is recorded in the Register as a Tranche A Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Tranche A Lender at any reasonable time and from time to time upon reasonable prior notice.

104

               (iii) Upon its receipt of an Assignment and Acceptance executed by an assigning Tranche A Lender and an assignee, together with the Tranche A Revolving Loan Notes subject to such assignment, the Agent shall, if the Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance, (ii) give prompt notice thereof to the Administrative Borrower, (iii) record the information contained therein in the Register, and (iv) prepare and distribute to each Tranche A Lender and the Administrative Borrower a revised Schedule 1.01(C) hereto after giving effect to such assignment, which revised Schedule 1.01(C) shall replace the prior Schedule 1.01(C) and become part of this Agreement.

               (iv) A Registered Tranche A Revolving Loan (and the Registered Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Registered Note shall expressly so provide), together with the surrender of the Registered Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such Registered Note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Tranche A Revolving Loan (and the Registered Note, if any evidencing the same), the Agent shall treat the Person in whose name such Registered Tranche A Revolving Loan (and the Registered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary.

               (v) In the event that any Tranche A Lender sells participations in a Registered Tranche A Revolving Loan, such Tranche A Lender shall maintain a register on which it enters the name of all participants in the Registered Tranche A Revolving Loans held by it (the “Participant Register”). A Registered Tranche A Revolving Loan (and the Registered Note, if any, evidencing the same) may be participated in in whole or in part only by registration of such participation on the Participant Register (and each Registered Note shall expressly so provide). Any participation of such Registered Tranche A Revolving Loan (and the Registered Note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register.

               (vi) Any foreign Person who purchases or is assigned or participates in any portion of such Registered Tranche A Revolving Loan shall provide the Agent (in the case of a purchase or assignment) or the Tranche A Lender (in the case of a participation) with a completed Internal Revenue Service Form W-8 (Certificate of Foreign Status) or a substantially similar form for such purchaser, participant or any other affiliate who is a holder of beneficial interests in the Registered Tranche A Revolving Loan.

105

     Section 10.09 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

     Section 10.10 GOVERNING LAW. THIS AGREEMENT, THE TRANCHE A REVOLVING LOAN NOTES AND THE OTHER TRANCHE A REVOLVING LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK EXCEPT AS GOVERNED BY THE BANKRUPTCY CODE.

     Section 10.11 WAIVER OF JURY TRIAL, ETC. EACH BORROWER, THE AGENT AND THE TRANCHE A LENDERS HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT, THE TRANCHE A REVOLVING LOAN NOTES OR OTHER TRANCHE A REVOLVING LOAN DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH BORROWER CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH BORROWER HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THIS AGREEMENT.

106

     Section 10.12 Consent by the Agent and Tranche A Lenders. Except as otherwise expressly set forth herein to the contrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”) of the Agent or any Tranche A Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which the Borrowers and any other Borrower are parties and to which the Agent or any Tranche A Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by the Agent or such Tranche A Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.

     Section 10.13 Prior Agreements. This Agreement represents the entire agreement of the parties with regard to the subject matter hereof and the terms of any letters and other documentation entered into between the Borrower and any Tranche A Lender or the Agent prior to the execution of this Agreement which relate to the Tranche A Revolving Loans to be made hereunder shall be replaced by the terms of this Agreement and the other Tranche A Revolving Loan Documents.

     Section 10.14 No Party Deemed Drafter. Each of the parties hereto agrees that no party hereto shall be deemed to be the drafter of this Agreement.

     Section 10.15 Oakwood Homes Corporation as Agent for Borrowers. Each Borrower hereby irrevocably appoints Oakwood Homes Corporation as the borrowing agent and attorney- in-fact for the Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Agent shall have received prior written notice signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide the Agent with all notices with respect to Tranche A Revolving Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Tranche A Revolving Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Tranche A Revolving Loan Account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agent nor the Tranche A Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Tranche A Revolving Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agent and the Tranche A Lenders to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees (as hereinafter defined) and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Tranche A Revolving Loan Account and the Collateral of the Borrowers as herein provided, (b) the Agent’s and the Tranche A Lenders’ reliance on any instructions of the Administrative Borrower, or (c) any other

107

action taken by the Agent or any Tranche A Lender hereunder or under the other Tranche A Revolving Loan Documents; provided, however, that the Borrowers shall not have any obligation to any Indemnitee under this Section 10.15 for any Indemnified Matter (as hereinafter defined) caused by the gross negligence or willful misconduct of such Indemnitee, as determined by a final judgment of a court of competent jurisdiction.

     Section 10.16 Indemnification. In addition to each Borrower’s other Obligations under this Agreement, each Borrower agrees to, jointly and severally, defend, protect, indemnify and hold harmless the Agent, each Tranche A Lender and all of their respective officers, directors, employees, attorneys, consultants and agents (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Tranche A Revolving Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) the Agent’s or any Tranche A Lender’s furnishing of funds to the Borrowers under this Agreement, including, without limitation, the management of any such Tranche A Revolving Loans, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Tranche A Revolving Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Tranche A Revolving Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Borrowers shall not have any obligation to any Indemnitee under this Section 10.16 for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee, as determined by a final judgment of a court of competent jurisdiction. Such indemnification for all of the foregoing losses, damages, fees, costs and expenses of the Indemnitees are chargeable against the Tranche A Revolving Loan Account. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 10.16 may be unenforceable because it is violative of any law or public policy, each Borrower shall, jointly and severally, contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. This Indemnity shall survive the repayment of the Obligations and the discharge of the Liens granted under the Tranche A Revolving Loan Documents.

     Section 10.17 Records. The unpaid principal of and interest on the Tranche A Revolving Loan Notes, the interest rate or rates applicable to such unpaid principal and interest, the duration of such applicability, the Commitments, and the accrued and unpaid fees payable pursuant to Section 2.08 hereof, shall at all times be ascertained from the records of the Agent, which shall be conclusive and binding absent manifest error.

     Section 10.18 Binding Effect. This Agreement shall become effective when it shall have been executed by each Borrower, the Agent and each Tranche A Lender and when the conditions precedent set forth in Section 5.01 hereof have been satisfied or waived in writing by the Agent, and thereafter shall be binding upon and inure to the benefit of each Borrower, the Agent and

108

each Tranche A Lender, and their respective successors and assigns, except that the Borrowers shall not have the right to assign their rights hereunder or any interest herein without the prior written consent of each Tranche A Lender, and any assignment by any Tranche A Lender shall be governed by Section 10.08 hereof.

* * * * * * *

109

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[ADDITIONAL BORROWERS LISTED ON THE FOLLOWING PAGE]

[ADDITIONAL BORROWERS LISTED ON THE FOLLOWING PAGE]

[ADDITIONAL BORROWERS LISTED ON THE FOLLOWING PAGE]

[AGENT AND LENDER SIGNATURE PAGE FOLLOWS]

SCHEDULE 1.01(A)

BORROWERS

Oakwood Homes Corporation

Oakwood Mobile Homes, Inc.

Suburban Home Sales, Inc.

FSI Financial Services, Inc.

Home Service Contract, Inc.

Tri-State Insurance Agency, Inc.

New Dimension Homes, Inc.

DreamStreet Company, LLC

Golden West Leasing, LLC

HBOS Manufacturing, LP

Crest Capital, LLC

Oakwood Acceptance Corporation, LLC

Oakwood Shared Services, LLC

Preferred Housing Services, LP

Oakwood MHD4, LLC

Oakwood Servicing Holdings Co., LLC