AMENDMENT NO. 8 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT

Seller’s audited financial statements or notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of Seller as a “going concern” or reference of similar import.

The execution, delivery and performance by Seller of this Agreement, each other Program Document, and the transactions contemplated hereby and thereby, are within Seller’s corporate powers, have been duly authorized by all necessary corporate action and will not result in the breach of any provision of the charter or by-laws of Seller or result in the breach of any provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture, loan or credit agreement or other instrument to which Seller, the Related Mortgage Loans or any of Seller’s property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Seller, the Related Mortgage Loans or Seller’s property is subject. Without limiting the generality of the foregoing, the consummation of the transactions contemplated herein or therein will not violate any policy, regulation or guideline of the FHA, VA or RD or result in the voiding or

To the extent Seller has previously received the applicable Approval, Seller has all requisite Approvals. Seller has not received from any Applicable Agency, HUD, FHA, VA or RD a notice of extinguishment or a notice indicating material breach, material default or material non-compliance which Purchaser could reasonably determine is reasonably likely to entitle such Applicable Agency or HUD, FHA, VA or RD to terminate or suspend Seller or to have a Material Adverse Effect, or a notice from any Applicable Agency, HUD, FHA, VA or RD indicating any adverse fact or circumstance in respect of Seller which Purchaser could reasonably determine is reasonably likely to entitle such Applicable Agency or HUD, FHA, VA or RD, as the case may be, to revoke any Approval or otherwise terminate, suspend Seller as an approved issuer, seller or servicer, as applicable, or with respect to which such adverse fact or circumstance has caused any Applicable Agency, HUD, FHA, VA or RD to terminate Seller.  Seller has not received from any Applicable Agency, HUD, FHA, VA or RD a notice of a sanction or a levy of penalties against the Seller which Purchaser could reasonably determine is reasonably likely to have a Material Adverse Effect;

The Custodian is an eligible custodian under each Agency Guide and each Agency Program, and is not an Affiliate of Seller; and

Such Mortgage Loan was, immediately prior to the sale to Purchaser of the Related Participation Certificate, owned solely by Seller, is not subject to any lien, claim or encumbrance (other than the lien of a Warehouse Lender), including, without limitation, any such interest pursuant to a loan or credit agreement for warehousing mortgage loans, and was originated and serviced in accordance with all applicable law and regulations, including without limitation the Federal Truth-in-Lending Act, the Real Estate Settlement Procedures Act, regulations issued pursuant to any of the aforesaid, and any and all rules, requirements, guidelines and announcements of the Applicable Agency, and, as applicable, the FHA, VA and RD, as the same may be amended from time to time;

To the extent applicable, such Mortgage Loan is either insured by the FHA under the National Housing Act, guaranteed by the VA under the Servicemen’s Readjustment Act of 1944, guaranteed by the RD under the Housing Act of 1949 or is otherwise insured or guaranteed in accordance with the requirements of the applicable Agency Program and is not subject to any defect that would prevent recovery in full or in part against the FHA, VA, RD or other insurer or guarantor, as the case may be;

Within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller and its consolidated Subsidiaries, which will be in conformity with GAAP, and the related consolidated statements of income showing the financial condition of Seller and its consolidated Subsidiaries as of the close of such fiscal year and the results of operations during such year, and a consolidated statement of cash flows, as of the close of such fiscal year, setting forth, in each case, in comparative form the corresponding figures for the preceding year. The foregoing consolidated financial statements are to be reported on by, and to carry the report (acceptable in form and content to Purchaser) of, an independent public accountant of national standing acceptable to Purchaser and are to be accompanied by an unqualified opinion and a letter of management in form and substance acceptable to Purchaser;

the actual or threatened suspension, revocation or termination of any of Seller’s Approvals or upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied, against Seller or any change or threatened change in Approval status, or the commencement of any investigation, or the institution of any adverse action or the written threat of institution of any adverse action against Seller by any Applicable Agency, HUD, FHA, VA or RD or any other agency, or any supervisory or regulatory governmental entity supervising or regulating the origination or servicing of mortgage loans by, or the issuer or seller status of, Seller;

Seller shall maintain a Tangible Net Worth of not less than the sum of (x) $187,500,000 plus (y) 50% of all positive Net Income plus (z) 50% of equity capital raises;

Seller shall, at all times, maintain (a) unrestricted and unencumbered cash and Cash Equivalents in an amount not less than $20,000,000 and (b) Liquidity in an amount not less than the sum of the (i) the product of (x) Total Marginable Assets minus mortgage loans held for sale that are financed under the Merchants Bank Agreement and (y) 3% plus (ii) the product of (x) mortgage loans held for sale under the Merchants Bank Agreement and (y) 1%; provided that in the event Seller reports a profitability loss of no more than $10,000,000, the 3% calculation in clause (b)(i) above shall be increased to 4.5% at the end of such calendar month.

Seller shall not show a pre-tax net loss greater than $10,000,000 on a rolling six (6) month basis, as determined in accordance with GAAP before non-cash fair value changes related to mortgage servicing rights.