Exhibit 10.4
FOURTH OMNIBUS AMENDMENT
THIS FOURTH OMNIBUS AMENDMENT (this "Amendment"), dated as of July 25,
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2003, is entered into, by and amongCH FUNDING, LLC, (the "Borrower"), CREDIT
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LYONNAIS NEW YORK BRANCH, as the Administrative Agent (the "Administrative
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Agent"), U.S. BANK NATIONAL ASSOCIATION, as the Collateral Agent ("U.S. Bank")
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and CH MORTGAGE COMPANY I, LTD., (the "Servicer"). Capitalized terms used and
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not otherwise defined herein are used as defined in the related Operative
Documents (as defined below).
RECITALS
WHEREAS, CH Mortgage Company I, Ltd., as the Seller, and CH Funding,
LLC, as the Purchaser, entered into that certain Master Repurchase Agreement and
Addendum to the Master Repurchase Agreement incorporated therein, dated as of
July 9, 2002, as amended by the Omnibus Amendment, dated as of August 26, 2002,
by and among the Borrower, Atlantic Asset Securitization Corp. ("Atlantic"), the
Administrative Agent, and the Servicer (the "First Omnibus Amendment") and the
Second Omnibus Amendment, dated as of November 25, 2002, by and among the
Borrower, Atlantic, the Administrative Agent and the Servicer (the "Second
Omnibus Amendment") (as the same may be amended, restated, supplemented or
modified from time to time, the "Repurchase Agreement");
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WHEREAS, the Borrower, the Administrative Agent and U.S. Bank entered
into that certain Collateral Agency Agreement, dated as of July 9, 2002, as
amended by the First Omnibus Amendment and the Second Omnibus Amendment (the
"Collateral Agency Agreement");
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WHEREAS, CH Funding, LLC, as Debtor, Credit Lyonnais New York Branch, as
Administrative Agent, U.S. Bank and the Servicer entered into that certain
Security Agreement dated as of July 9, 2002, as amended by the Third Omnibus
Amendment dated as of April 18, 2003 by and among the Borrower, Atlantic, the
Administrative Agent and the Servicer (the "Third Omnibus Amendment") (as the
same may be amended, restated, supplemented or modified from time to time,
the "Security Agreement" and together with the Repurchase Agreement and the
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Collateral Agency Agreement, the"Operative Documents"); and
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WHEREAS, the Borrower, Atlantic, Falcon Asset Securitization Corporation
("Falcon"), Bank One, NA (Main Office Chicago) ("Bank One"), Lloyds TSB Bank
plc, the Administrative Agent, and the Servicer, have entered into that certain
Amended and Restated Loan Agreement dated as of July 25, 2003, which incorporat
es those amendments contained in the First Omnibus Amendment, the Second Omnibus
Amendment and the Third Omnibus Amendment and completely replaces and supplants
the foregoing Omnibus Amendments (as the same may be amended, restated,
supplemented or modified from time to time, the "Loan Agreement"); and
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WHEREAS, the parties hereto desire to further amend the Operative
Documents and to incorporate the amendments to the Operative Documents contained
in the First Omnibus Amendment, the Second Omnibus Amendment and the Third
Omnibus Amendment into this Fourth Omnibus Amendment, which shall completely
replace and supplant the foregoing Omnibus Amendments.
NOW, THEREFORE, the parties agree as follows:
Section 1. Amendment to Repurchase Agreement.
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a. Section 1.1 of the Repurchase Agreement is hereby amended as
follows:
1) The definition of Advance Rate is amended by deleting the
definition in its entirety and replacing it with the following:
""Advance Rate" means (i) with respect to a Conforming
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Loan or a Jumbo Loan, ninety-eight percent (98%), (ii) with respect to
an Alt-A Loan, ninety-seven percent (97%) and (iii) with respect to a
Subprime Loan or a Super Jumbo Loan, ninety-five percent (95%)."
2) The definition of Alternate Base Rate is amended by
deleting the definition in its entirety and replacing it with the following:
""Alternate Base Rate" means:
(a) for the CL New York Group, on any date, a
fluctuating rate of interest per annum equal to the higher of:
(i) the rate of interest most recently announced by CL
New York as its base rate (which is not necessarily the lowest rate
charged to any customer), changing when and as said base rate changes;
and
(ii) the Federal Funds Rate (as defined below) most
recently determined by the Administrative Agent plus 1.0% per annum;
and
(b) for the Bank One Group, on any date, a fluctuating
rate of interest per annum equal to the higher of:
(i) a rate per annum equal to the prime rate of
interest announced from time to time by Bank One or its parent (which
is not necessarily the lowest rate charged to any customer), changing
when and as said prime rate changes; and
(ii) the Federal Funds Rate (as defined below) most
recently determined by Bank One plus 1.0% per annum.
For purposes of this definition, "Federal Funds Rate"
means, for any period, a fluctuating interest rate per annum equal
(for each day during such period) to (i) the weighted average of the
rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published
for such day (or, if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New
York; or (ii) if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day on such
transactions received by Bank One, as a Managing Agent or the
Administrative Agent, as applicable, from three federal funds brokers
of recognized standing selected by it."
3) The following definition is added after the definition of
Alternate Base Rate:
""Annual Extension Date" shall mean (i) July 1, 2004 and
(ii) thereafter, if consented to by the Lenders, the Managing Agents and
the Administrative Agent pursuant to Section 2.1(b) of the Loan
Agreement, the date that is specified by the Lenders, the Managing
Agents and the Administrative Agent in the applicable consent, which
date shall not be more than 364 days following the then effective
Annual Extension Date; provided, however, that any extension of the
Annual Extension Date shall not extend the Facility Termination Date."
4) The following definition is added after the definition of
Approved Investor:
""Bank One" means Bank One, NA (Main Office Chicago)."
5) The following definition is added after the definition of
Bank One:
""Bank One Group" means Falcon, Bank One and each other
Group Bank of Falcon."
6) The following definition is added after the definition of
CL New York:
""CL New York Group" means Atlantic, CL New York, and
each other Group Bank of Atlantic."
7) The definition of Collateral Value is amended by deleting
clauses (A)(2), (A)(3), and (g) in their entirety and replacing them with the
following:
"(2) with respect to which there is a loan level Take-
Out Commitment, the price of that Take-Out Commitment, including, if
applicable, any related servicing release premium;
"(3) with respect to which there is no loan level Take-
Out Commitment, a ratable amount determined by multiplying (a) the
weighted average purchase price (expressed as a percentage of par) that
Approved Investors are obligated to pay, pursuant to Take-Out
Commitments, for all Eligible Mortgage Loans, including any related
servicing release premium, as shown on the most recent Collateral Agent
Daily Report, times (b) the outstanding principal amount of such
Eligible Mortgage Loan; and"
"(g) at any time, (A) the portion of total Collateral
Value that may be attributable to Mortgage Loans that have been Eligible
Mortgage Loans owned by the Borrower for more than 120 days shall not
exceed ten percent (10%) of the Maximum Facility Amount and (B) the
portion of total Collateral Value that may be attributable to Mortgage
Loans that have been Eligible Mortgage Loans owned by the Borrower for
more than 180 days shall be zero (except for Subprime Loans which if
owned by the Borrower for more than 120 days shall be zero);"
8) The following definition is added after the definition of
Deferred Purchase Price:
""Document Defect" means, with respect to a Principal
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Mortgage Document, an error on the face of the document, including,
without limitation, a missing date, a missing signature, a missing legal
description, an origination amount that does not match the amount shown
on reports and on the other Principal Mortgage Documents or, with
respect to a Principal Mortgage Document other than a Mortgage Note,
such Principal Mortgage Document is missing."
9) The definition of Eligible Mortgage Loan is amended by
adding the following at the end of clause (e):
"; provided that Principal Mortgage Documents with
Document Defects may be corrected by the Servicer pursuant to Section
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6.2 hereof;"
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10) The definition of Facility Termination Date is amended by
deleting the definition in its entirety and replacing it with the following:
""Facility Termination Date" means the earliest to occur
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of (a) June 29, 2006, subject to the limitation set forth in Section
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2.1(b) of the Loan Agreement, (b) the date on which the Maximum
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Facility Amount is terminated by the Borrower pursuant to Section 2.1
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(d) of the Loan Agreement, (c) the date of termination of the Facility
pursuant to Section 7.1 hereof and (d) the date, on or after the
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occurrence of an Event of Default, determined pursuant to Section 8.2
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of the Loan Agreement."
11) The following definition is added after the definition of
Facility Termination Date:
""Falcon" means Falcon Asset Securitization Corporation,
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a Delaware Corporation."
12) The following definition is added after the definition of
Governmental Requirement:
""Group" means the CL New York Group and the Bank One
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Group."
13) The definition of Hedge Report is amended by deleting
clause (vii) in its entirety and replacing it with the following:
"(vii) such other information as the Administrative Agent
or any of the Managing Agent may request, in the form of Exhibit K to
the Loan Agreement."
14) The definition of Issuer is amended by deleting the
definition in its entirety and replacing it with the following:
""Issuer" means each of Atlantic and Falcon and their
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successors and assigns."
15) The following definition is added after the definition of
Issuer:
""Issuer Facility Amount" means (a) with respect to
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Atlantic on an aggregate basis,$200,000,000 and (b) with respect to
Falcon on an aggregate basis, $100,000,000. Any reduction (or
termination) of the Maximum Facility Amount pursuant to the terms of
this Agreement shall reduce ratably (or terminate) the Issuer Facility
Amount of each Issuer."
16) The definition of Jumbo Loan is amended by adding the
following at the end thereof ", but shall not exceed $1,000,000."
17) The following definition is added after the definition of
Loan-to-Value:
""Managing Agent" means, with respect to Atlantic, CL New
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York or any successor managing agent designated by such party; and,
with respect to Falcon, Bank One or any successor managing agent
designated by such party."
b. Section 6.2 of the Repurchase Agreement is hereby amended by (i)
deleting the title and replacing it with "Correction of Mortgage Notes and other
Principal Mortgage Documents", (ii) adding an (A) at the beginning of the first
paragraph, (iii) adding the following to the end of paragraph (A), "at no time
shall Mortgage Notes having an aggregate Collateral Value in excess of two and
one half percent (2.5%) of the Maximum Facility Amount, be so delivered for
replacement with the corrected Mortgage Notes hereunder." and (iv) adding the
following section (B) at the end of Section 6.2:
"(B) the Buyer notifies the Seller that a Document Defect in a
Principal Mortgage Document (other than a Mortgage Note) needs to be
corrected then the Seller shall correct such Document Defect and
deliver the corrected Principal Mortgage Document to the Buyer within
14 days. Unless the corrected Principal Mortgage Document is delivered
to the Buyer within 14 days of such notice, the Collateral Value
attributed to the related Mortgage Loan shall be zero beginning on the
15th calendar day; provided, however, that the Collateral Value
attributable to such Mortgage Loan will be reinstated promptly upon the
subsequent delivery of the corrected Principal Mortgage Document to the
Buyer."
Section 2. Amendment to Collateral Agency Agreement.
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a. Exhibit D-1 of the Collateral Agency Agreement is hereby
amended as follows:
1) The definition of Advance Rate is amended by deleting the
definition in its entirety and replacing it with the following:
""Advance Rate" means (i) with respect to a Conforming
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Loan or a Jumbo Loan, ninety-eight percent (98%), (ii) with respect to
an Alt-A Loan, ninety-seven percent (97%) and (iii) with respect to a
Subprime Loan or a Super Jumbo Loan, ninety-five percent (95%)."
2) The following definition is added after the definition of
Alt-A Loan:
""Annual Extension Date" shall mean (i) July 1, 2004 and
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(ii) thereafter, if consented to by the Lenders, the Managing Agents
and the Administrative Agent pursuant to Section 2.1(b) of the Loan
Agreement, the date that is specified by the Lenders, the Managing
Agents and the Administrative Agent in the applicable consent, which
date shall not be more than 364 days following the then effective
Annual Extension Date; provided, however, that any extension of the
Annual Extension Date shall not extend the Drawdown Termination Date."
3) The definition of Bank is amended by deleting the
definition in its entirety and replacing it with the following:
""Bank" means each of CL New York, Bank One, Lloyds and
each respective Eligible Assignee that shall become a party to this
Agreement pursuant to an Assignment and Acceptance."
4) The following definition is added after the definition of
Bank Commitment Percentage:
""Bank One" means Bank One, NA (Main Office Chicago)."
5) The following definition is added after the definition of
Bank One:
""Bank One Group" means Falcon, Bank One and each
other Group Bank of Falcon."
6) The following definition is added after the definition of
CL New York:
""CL New York Group" means Atlantic, CL New York, and
each other Group Bank of Atlantic."
7) The definition of Collateral Value is amended by deleting
clauses (A)(2), (A)(3), and (g) in their entirety and replacing them with the
following:
"(2) with respect to which there is a loan level
Take-Out Commitment, the price of that Take-Out Commitment, including,
if applicable, any related servicing release premium;
"(3) with respect to which there is no loan level
Take-Out Commitment, a ratable amount determined by multiplying (a) the
weighted average purchase price (expressed as a percentage of par) that
Approved Investors are obligated to pay, pursuant to Take-Out
Commitments, for all Eligible Mortgage Loans, including any related
servicing release premium, as shown on the most recent Collateral Agent
Daily Report, times (b) the outstanding principal amount of such
Eligible Mortgage Loan; and"
"(g) at any time, the portion of total Collateral Value
that may be attributable to Mortgage Loans that have been Eligible
Mortgage Loans pledged to the Administrative Agent, for the benefit
of the Lenders, pursuant to the terms of the Loan Agreement (A) for more
than 120 days shall not exceed ten percent (10%) of the Maximum Facility
Amount and (B) for more than 180 days shall be zero (except that
Subprime Loans that have been Eligible Mortgage Loans for more 120 days
shall be zero);"
8) The definition of Commercial Paper Notes is amended by
deleting the definition in its entirety and replacing it with the following:
""Commercial Paper Notes" means short-term promissory notes
issued or to be issued by the Issuers to fund or maintain their Advances
or investments in other financial assets."
9) The following definition is added after the definition of
Defaulted Mortgage Loan:
"Document Defect" means, with respect to a Principal
Mortgage Document, an error on the face of the document, including,
without limitation, a missing date, a missing signature, a missing legal
description, an origination amount that does not match the amount shown on
reports and on the other Principal Mortgage Documents or, with respect to a
Principal Mortgage Document other than a Mortgage Note, such Principal Mortgag
e Document is missing."
10) The definition of Drawdown Termination Date is amended by
deleting the definition in its entirety and replacing it with the following:
""Drawdown Termination Date" means the earliest to occur
of (a) June 29, 2006, subject to the limitation set forth in Section
2.1(b) of the Loan Agreement, (b) the date on which the Maximum
Facility Amount is terminated by the Borrower pursuant to Section 2.1
(d) of the Loan Agreement, and (c) the date, on or after the occurrence
of an Event of Default, determined pursuant to Section 8.2 of the Loan
Agreement".
11) The definition of Eligible Assignee is amended by deleting
the definition in its entirety and replacing it with the following:
""Eligible Assignee" means (i) CL New York or any of its
Affiliates, or Bank One or any of its Affiliates, or Lloyds or any of
its Affiliates, (ii) any Person managed by CL New York or any of its
Affiliates, Bank One or any of its Affiliates, or Lloyds or any of its
Affiliates, respectively, or (iii) any financial or other institution
that is acceptable to the Managing Agents."
12) The definition of Eligible Mortgage Loan is amended by
adding the following at the end of clause (e):
"; provided that Principal Mortgage Documents with
Document Defects may be corrected by the Servicer pursuant to Section
3.5 hereof;"
13) The following definition is added after the definition of
Exceptions:
""Falcon" means Falcon Asset Securitization Corporation, a
Delaware Corporation."
14) The following definition is added after the definition of
Falcon:
""Falcon Program Agent" means Bank One, in its capacity as
the collateral agent pursuant to a security agreement made by Falcon
for the benefit of certain creditors of Falcon, and any successor to
Bank One in such capacity."
15) The following definition is added after the definition of
Governmental Requirement:
""Group" means the CL New York Group and the Bank One Group."
16) The definition of Hedge Report is amended by deleting the
last line of the definition and replacing it with the following: "as the
Administrative Agent or any of the Managing Agents may request, in the form of
Exhibit K to the Loan Agreement."
17) The definition of Issuer is amended by deleting the
definition in its entirety and replacing it with the following:
""Issuer" means each of Atlantic and Falcon and their
successors and assigns."
18) The following definition is added after the definition of
Issuer:
""Issuer Facility Amount" means (a) with respect to
Atlantic on an aggregate basis, $200,000,000 and (b) with respect to
Falcon on an aggregate basis, $100,000,000. Any reduction (or
termination) of the Maximum Facility Amount pursuant to the terms of
this Agreement shall reduce ratably (or terminate) the Issuer Facility
Amount of each Issuer."
19) The definition of Jumbo Loan is amended by adding the
following at the end thereof ", but shall not exceed $1,000,000."
20) The definition of Lenders is amended by deleting the
definition in its entirety and replacing it with thefollowing:
""Lenders" means, collectively, the Issuers and the Banks."
21) The following definition is added after the definition of
Lien:
""Lloyds" means Lloyds TSB Bank plc, a banking corporation
organized under the laws of England."
22) The definition of Majority Banks is amended by deleting
the references to "67%" and replacing them with "70%".
23) The following definition is added after the definition of
Majority Banks:
"Managing Agent" means, with respect to Atlantic, CL New
York or any successor managing agent designated by such party; and,
with respect to Falcon, Bank One or any successor managing agent
designated by such party.
24) The definition of Maximum Facility Amount is amended by
deleting it in its entirety and replacing it with the following:
"Maximum Facility Amount" means $300,000,000.00, as such
amount may be reduced pursuant to Section 2.1(c) of the Loan
Agreement."
25) The definition of Shipping Request is amended by adding
after the words "the Administrative Agent" and before the words "the Borrower"
the following: ", the Managing Agents".
26) The definition of Take-Out Commitment is amended by
deleting from (i) clause (A) the words "Administrative Agent" after the words
"at a specified price and in amounts, form and substance satisfactory to the"
and adding the words "Managing Agents"; and (ii) clause (B) the words
"Administrative Agent" after the words "at a specified price (or a specified
spread to an agreed-upon index) and in amounts, and upon terms, satisfactory to
the" and adding the words "Managing Agents".
b. Section 3.4(c) of the Collateral Agency Agreement is
hereby amended by deleting the definition of Permitted Transferees and replacing
it with the following:
"Permitted Transferees" means the Originator, in
connection with any sale and transfer thereto effected pursuant to the
terms of the Repurchase Agreement and any Approved Investor approved by
the Administrative Agent and the Managing Agents as a Permitted
Transferee.
c. Section 3.5 of the Collateral Agency Agreement is hereby
amended by (i) deleting the title and replacing it with "Correction of Mortgage
Notes and other Principal Mortgage Documents", (ii) adding an (A) at the
beginning of the first paragraph, (iii) by deleting subsection (A)(i) and
substituting the following in lieu thereof, "at no time shall Mortgage Notes
having an aggregate Collateral Value in excess of two and one half percent
(2.5%) of the Maximum Facility Amount be so delivered for replacement with the
corrected Mortgage Notes hereunder;" and (iv) adding the following subsection
(B) at the end of Section 3.5:
"(B) the Collateral Agent notifies the Servicer that a
Document Defect in a Principal Mortgage Document (other than a
Mortgage Note) needs to be corrected then the Servicer shall correct
such Document Defect and deliver the corrected Principal Mortgage
Document to the Collateral Agent within 14 days. Unless the corrected
Principal Mortgage Document is delivered to the Collateral Agent within
14 days of such notice, the Collateral Value attributed to the related
Mortgage Loan shall be zero beginning on the 15th calendar day;
provided, however, that the Collateral Value attributable to such
Mortgage Loan will be reinstated promptly upon the subsequent delivery
of the corrected Principal Mortgage Document to the Collateral Agent."
d. Section 3.8 of the Collateral Agency Agreement is amended
by deleting subparagraph (a) and replacing the following in lieu thereof:
"(a) At the commencement of each Business Day, and in no event
later than 1:00 p.m. (eastern time), the Collateral Agent shall furnish
to the Borrower, Servicer and each Managing Agent by e-mail
transmission (a hard copy of which shall not subsequently be mailed,
sent or delivered to any such party, unless so requested by such party)
a duly completed report (including a copy of the executed signature
page) in the form of Exhibit D-8 hereto, (the "Collateral Agent Daily
Report") specifying and certifying the then total Collateral Value of
the Eligible Mortgage Collateral and other information, all as more
fully provided for therein and as set forth on Schedule I hereto,
noting any applicable Exceptions on Schedule I thereto."
e. Section 3.12 of the Collateral Agency Agreement is amended
by deleting subparagraphs (b) and (c) and replacing the following in lieu
thereof:
"(b) The Borrower shall provide the Administrative Agent
and the Managing Agents with up-to-date copies of the Take-Out
Commitment Master Agreements for each Approved Investor.
"(c) Upon request of the Administrative Agent or either
Managing Agent at any time, the Servicer shall furnish to the
Administrative Agent and the applicable Managing Agent (x) if there are
any Mortgage Loans not subject to a loan level Take-Out Commitment, a
duly completed Hedge Report in the form of Exhibit K, and (y) a list of
loan-specific Take-Out Commitments, together with copies of any such
loan-specific Take-Out Commitments to the extent not previously
delivered to the Administrative Agent."
f. Section 6.9 of the Collateral Agency Agreement is amended
by deleting Section 6.9 in its entirety and replacing the following in
lieu thereof:
"6.9 Rights of Atlantic Program Agent and Falcon Program
Agent. The parties hereto acknowledge that Atlantic and Falcon has
granted to the Atlantic Program Agent and the Falcon Program Agent,
respectively, for the benefit of the holders of certain obligations of
Atlantic and Falcon, respectively, from time to time, a security
interest in Atlantic's or Falcon's right, title and interest in and to
the Advances, the Transaction Documents and the Collateral. Each
reference herein or in any of the other Transaction Documents to the
Liens in the Collateral granted to Administrative Agent with respect to
the interest of Atlantic under the Transaction Documents shall be
deemed to include a reference to such security interest of the Atlantic
Program Agent and the Falcon Program Agent. The Atlantic Program Agent
and the Falcon Program Agent shall each be deemed to be a holder of
Obligations. The Atlantic Program Agent and the Falcon Program Agent
hereby appoint the Collateral Agent as its agent for the purpose of
perfecting the Atlantic Program Agent's and the Falcon Program Agent's
security interest in the Collateral, and the Collateral Agent hereby
accepts such appointment."
Section 3. Amendment to Security Agreement.
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a. Section 5 of the Security Agreement is hereby amended by
inserting at the beginning of the paragraph the following: "Subject to Section
2.7 of the Loan Agreement".
b. Section 8(E) of the Security Agreement is hereby amended by
inserting after the word "commercially" and before the word "manner" the
following: "reasonable".
Section 4. Operative Documents in Full Force and Effect as Amended.
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Except as specifically amended hereby, all of the provisions of the Operative
Documents and all of the provisions of all other documentation required to be
delivered with respect thereto shall remain in full force and effect from and
after the date hereof.
Section 5. Miscellaneous.
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a. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall not constitute a novation of any Operative Document, but shall constitute
an amendment thereof. The parties hereto agree to be bound by the terms and
conditions of each Operative Document, as amended by this Amendment, as
though such terms and conditions were set forth herein
b. The descriptive headings of the various sections of this
Amendment are inserted for convenience of reference only and shall not be deemed
to affect the meaning or construction of any of the provisions hereof.
c. This Amendment may not be amended or otherwise modified except
as provided in each respective Operative Agreement.
d. This Amendment and the rights and obligations of the parties
under this amendment shall be governed by, and construed in accordance with, the
laws of the state of New York (without giving effect to the conflict of laws
principles thereof, other than Section 5-1401 of the New York General
Obligations Law, which shall apply hereto).
[Signatures appear on following page.]
IN WITNESS WHEREOF, the parties have agreed to and caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
ADMINISTRATIVE AGENT CREDIT LYONNAIS NEW YORK BRANCH
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By: /s/Anthony Brown
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Name: Anthony Brown
Title: Vice President
SERVICER CH MORTGAGE COMPANY I, LTD
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By: CH Mortgage Company GP, Inc.,
its general partner
By: /s/ Randall C. Present
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Name: Randall C. Present
Title: President
BORROWER CH FUNDING, LLC
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By: /s/ Randall C. Present
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Name:
Title:
COLLATERAL AGENT U.S. BANK NATIONAL ASSOCIATION.
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By: /s/ David R. Peterson
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Name: David R. Peterson
Title: Senior Vice President