EX-10.1






EXHIBIT 10.1




TENTH OMNIBUS AMENDMENT




THIS TENTH OMNIBUS AMENDMENT (this “Amendment”), dated as of February 28, 2006, is
entered into by and among CH FUNDING, LLC, (the “Borrower”), ATLANTIC ASSET SECURITIZATION
LLC, as an Issuer (“Atlantic”), LA FAYETTE ASSET SECURITIZATION LLC, as an Issuer (“La
Fayette”), FALCON ASSET SECURITIZATION CORPORATION, as an Issuer (“Falcon”), CALYON NEW
YORK BRANCH, as the Administrative Agent (the “Administrative Agent”), as a Bank and as a
Managing Agent (“Calyon”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMC”), as a
Bank and as a Managing Agent, U.S. BANK NATIONAL ASSOCIATION, as the Collateral Agent (“U.S.
Bank”), LLOYDS TSB BANK PLC, a banking corporation organized under the laws of England
(hereinafter, together with its successors and assigns, “Lloyds”), as a Bank, and DHI
MORTGAGE COMPANY, LTD., as the Servicer (the “Servicer”) and as the Seller (the
“Seller”). Capitalized terms used and not otherwise defined herein are used as defined in
the related Operative Documents (as defined below).



RECITALS




WHEREAS, the Servicer, as the Seller, and the Borrower, 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, 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”);



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”);



WHEREAS, the Borrower, as Debtor, the 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”);



WHEREAS, the Borrower, Atlantic, Falcon, JPMC, Lloyds, the Administrative Agent, and the
Servicer, have entered into that certain Amended and Restated Loan Agreement, dated as of July 25,
2003, which incorporates the Loan Agreement amendments contained in the First Omnibus Amendment,
the Second Omnibus Amendment and the Third Omnibus Amendment and completely replaces and supplants
such Omnibus Amendments (as the same may be amended, restated, supplemented or modified from time
to time, the “Restated Loan Agreement” and, collectively with the Repurchase Agreement, the
Collateral Agency Agreement and the Security Agreement, the “Operative Documents);



WHEREAS, the Borrower, the Administrative Agent, U.S. Bank and the Servicer have entered into
that certain Fourth Omnibus Amendment, dated as of July 25, 2003, which completely replaced and
supplanted the preceding Omnibus Amendments;



WHEREAS, the Borrower, Calyon, U.S. Bank, JPMC, Lloyds, Danske Bank A/S, Cayman Islands Branch
(together with its successors and assigns, “Danske”), and the Servicer entered into the
Fifth Omnibus Amendment, dated as of December 22, 2003 (the “Fifth Omnibus Amendment”),
relating to certain amendments to the Operative Documents;



WHEREAS, the Borrower, Calyon, JPMC, Lloyds, Danske, and the Servicer entered into the Sixth
Omnibus Agreement, dated as of July 7, 2004 (the “Sixth Omnibus Amendment”), relating to
certain amendments to the Operative Documents;



WHEREAS, the Borrower, Calyon, JPMC, Lloyds, Danske, and the Servicer entered into the Seventh
Omnibus Agreement, dated as of June 29, 2005 (the “Seventh Omnibus Amendment”), relating to
certain amendments to the Operative Documents;



WHEREAS, the Borrower, Calyon, JPMC, Lloyds, U.S. Bank, Atlantic, La Fayette, Falcon and the
Servicer entered into the Eighth Omnibus Agreement, dated as of September 26, 2005 (the “Eighth
Omnibus Amendment”), relating to certain amendments to the Operative Documents;



WHEREAS, the Borrower, Calyon, JPMC, Lloyds, U.S. Bank, Atlantic, La Fayette, Falcon and the
Servicer entered into the Ninth Omnibus Agreement, dated as of September 29, 2005 (the “Ninth
Omnibus Amendment”), relating to certain amendments to the Operative Documents;



WHEREAS, via certain assignment agreements, Danske assigned 100% of its interest to Calyon and
Calyon assigned a portion of such interest to Lloyds; and



WHEREAS, the parties hereto desire to further amend the Operative Documents as hereinafter set
forth.



NOW, THEREFORE, the parties agree as follows:



Section 1.  Amendment to Repurchase Agreement.



a. The definition of “Alt-A Loan” is hereby deleted in its entirety and replaced with the
following:



“Alt-A Loan” means a Mortgage Loan (other than a Conforming Loan or
a Jumbo Loan) that (1) does not conform to the conventional underwriting
standards of Fannie Mae, Freddie Mac or Ginnie Mae but that is underwritten
by an Approved Investor (other than Fannie Mae, Freddie Mac or Ginnie Mae),
within guidelines generally acceptable to industry norms for “Alt-A” loans,
(2) has a demonstrated secondary market and is readily securitizable, (3)
has an original principal balance less than $650,000, and (4) either matches
all applicable requirements for purchase under the requirements of a Loan
Specific Take-Out Commitment or is covered by a Hedge.



b. The definition of “Approved Investor” is hereby amended to insert the words “, with respect
to a Loan Specific Take-Out Commitment or a Hedge” immediately after the words ““Approved
Investor” means”.



c. The definition of “Collateral Value” is hereby amended as follows:




i. Clause (A)(2) is hereby amended by (1) deleting the words “loan level” and
replacing them with the words “Loan Specific” and (2) inserting the words “Loan
Specific” immediately after the words “the price of that”;




ii. Clause (A)(3) is hereby deleted in its entirety and replaced with the following
clause (A)(3):



(I) in the case of an Alt-A Loan with respect to which there is a
Hedge, 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 Hedges, for
Alt-A Loans, as shown on the most recent Alt-A Loan Hedge Report,
times (b) the outstanding principal amount of such Eligible Mortgage
Loan, and (II) in the case of a Conforming Loan with respect to
which there is a Hedge, 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
Hedges, for Conforming Loans, as shown on the most recent Conforming
Loan Hedge Report, times (b) the outstanding principal amount of
such Eligible Mortgage Loan ; and




iii. the proviso is hereby amended by adding the following clause (l) at the end
thereof:



(l) at any time, the portion of total Collateral Value that may be
attributable to Mortgage Loans the documents for which have been
retained by Approved Investors listed on Schedule IV for a period
in excess of forty-five (45) days (but equal to or less than ninety
(90) days) of delivery of such documents shall not exceed
twenty-five percent (25%) of the Maximum Facility Amount, and at any
time, the portion of total Collateral Value that may be attributable
to Mortgage Loans the documents for which have been retained by
Approved Investors listed on Schedule IV for a period equal to or in
excess of ninety-one (91) days (but less than or equal to one
hundred and nineteen (119) days) of delivery of such documents shall
not exceed ten percent (10%) of the Maximum Facility Amount;
provided, that, at any time, the portion of total Collateral
Value that may be attributable to Mortgage Loans the documents for
which have been retained by Approved Investors for a period equal to
or in excess of one hundred and twenty (120) days of delivery of
such documents shall be zero.



d. The definition of “Eligible Mortgage Loan” is hereby amended by deleting clauses (x) and
(y) at the end thereof in their entirety and by deleting clause (f) in its entirety and replacing
it with the following clause (f):



(f) with respect to which no more than 45 days or an Extended Time Period,
if applicable, has lapsed since the date on which any documentation was
shipped to the related Approved Investor;



e. Article I is hereby amended by adding the following definition of “Extended Time Period”
immediately after the definition of “Event of Default” therein:



“Extended Time Period” means, with respect to items of Mortgage Loan
Collateral delivered by the Collateral Agent to Approved Investors listed on
Schedule IV to the Collateral Agency Agreement, ninety (90) days, subject to
a further extension up to one hundred and nineteen (119) days upon request
of such Approved Investor and the written consent of the Borrower, within
which period the related Mortgage Loans must be returned or sales proceeds
remitted in full to the Collateral Agent.



f. Article I is hereby amended by adding the following definition of “Hedge” immediately after
the definition of “Group Bank Commitment Percentage”:



“Hedge” means, with respect to Conforming Loans and Alt-A Loans for
which the Seller does not have Loan Specific Take-Out Commitments, either
(A) a current, valid, binding, enforceable, written commitment, including,
without limitation, a forward purchase commitment, issued by an Approved
Investor, to purchase Mortgage Loans from the Seller from time to time at a
specified price (or a specified spread to an agreed-upon index), which
commitment is not subject to any term or condition (i) that is not customary
in commitments of like nature or (ii) that, in the reasonably anticipated
course of events, cannot be fully complied with prior to the expiration
thereof, in which a perfected security interest has been granted to the
Administrative Agent, or (B) a hedge of the market value risk of such
Mortgage Loan pursuant to a forward sale of mortgage-backed securities or a
sale of Eurodollar futures contracts, with an Approved Investor, in which a
perfected security interest has been granted to the Administrative Agent.



g. The definition of “Hedge Report” in Article I is hereby deleted in its entirety and
replaced with the following:



“Hedge Report” means either (a) an Alt-A Loan Hedge Report with
respect to any Alt-A Loans included in the Eligible Mortgage Collateral with
respect to which there are Hedges, which report is prepared by the Servicer
pursuant to Section 3.6 of the Loan Agreement and shows, as of the
close of business on the previous Business Day, all Hedges relating to Alt-A
Loans, and certain information with respect to such Hedges including
information as the Administrative Agent or any of the Managing Agents may
request, in the form of Exhibit K-1 to the Loan Agreement or (b) a
Conforming Loan Hedge Report with respect to any Conforming Loans included
in the Eligible Mortgage Collateral with respect to which there are Hedges,
which report is prepared by the Servicer pursuant to Section 3.6 of
the Loan Agreement and shows, as of the close of business on the previous
Business Day, all Hedges relating to Conforming Loans, and certain
information with respect to such Hedges including information as the
Administrative Agent or any of the Managing Agents may request, in the form
of Exhibit K-2 to the Loan Agreement.



h. The definition of “Jumbo Loan” is hereby amended by inserting the words “Loan Specific”
immediately after the words “under the requirements of a” in clause (2) thereof.



i. Article I is hereby amended by adding the following definition of “Loan Specific Take-Out
Commitment” immediately after the definition of “Loan Agreement” therein:



“Loan Specific Take-Out Commitment” means, with respect to Mortgage
Loans that are included in the Eligible Mortgage Collateral, a current,
valid, binding, enforceable, written commitment, issued by an Approved
Investor, to purchase loans with characteristics of such Mortgage Loans from
the Seller from time to time at a specified price (or a specified spread to
an agreed-upon index) and in amounts, and upon terms, satisfactory to the
Administrative Agent, which commitment is not subject to any term or
condition (i) that is not customary in commitments of like nature or (ii)
that, in the reasonably anticipated course of events, cannot be fully
complied with prior to the expiration thereof, with respect to which the
rights but not the obligations under such commitment have been assigned to
the Buyer (pursuant to the terms of the Repurchase Agreement) (partial
assignments being permitted so long as the aggregate amount assigned fully
covers the amount of the Eligible Mortgage Collateral) and in which a
perfected and first-priority security interest has been granted by the Buyer
to the Administrative Agent.



j. The definition of “Take-Out Commitment” in Article I is hereby deleted in its entirety and
replaced with the following:



“Take-Out Commitment” means (A) a Hedge, or (B) a Loan Specific
Take-Out Commitment.



k. The definition of “Take-Out Commitment Documents” in Article I is hereby deleted in its
entirety and replaced with the following:



“Take-Out Commitment Documents” means (1) with respect to any
Mortgage Loan with respect to which there is a Hedge, an executed original
assigned Hedge; and (2) with respect to any Mortgage Loan with respect to
which there is a Loan Specific Take-Out Commitment, copies of all Loan
Specific Take-Out Commitments.



l. The definition of “Take-Out Commitment Master Agreement” in Article I is hereby amended by
deleting the word “loan-specific” and replacing it with the words “Loan Specific”.



m. The definition of “Uncovered Mortgage Loan” in Article I is hereby amended in its entirety
and replaced with the following definition:



“Uncovered Mortgage Loan” means a Mortgage Loan that is not covered
by a Hedge that would be an Eligible Mortgage Loan but for the expiration,
forfeiture, termination, or cancellation of, or default under, the relevant
Loan Specific Take-Out Commitment.



n. Section 3.2(c) is hereby amended by deleting the words “loan-specific” and replacing them
with the words “Loan Specific”.



o. Section 5.28 is hereby amended by deleting in its entirety the last sentence therein.




	 	 	Section 2. Amendment to Collateral Agency Agreement.





a. The definition of “Alt-A Loan” in Exhibit D-1 is hereby deleted in its entirety and
replaced with the following:



“Alt-A Loan” means a Mortgage Loan (other than a Conforming Loan or
a Jumbo Loan) that (1) does not conform to the conventional underwriting
standards of Fannie Mae, Freddie Mac or Ginnie Mae but that is underwritten
by an Approved Investor (other than Fannie Mae, Freddie Mac or Ginnie Mae),
within guidelines generally acceptable to industry norms for “Alt-A” loans,
(2) has a demonstrated secondary market and is readily securitizable, (3)
has an original principal balance less than $650,000, and (4) either matches
all applicable requirements for purchase under the requirements of a Loan
Specific Take-Out Commitment or is covered by a Hedge.



b. The definition of “Approved Investor” in Exhibit D-1 is hereby amended to insert the words
“, with respect to a Loan Specific Take-Out Commitment or a Hedge” immediately after the words
““Approved Investor” means”.



c. The definition of “Collateral Value” is hereby amended as follows:




i. Clause (A)(2) is hereby amended by (1) deleting the words “loan level” and
replacing them with the words “Loan Specific” and (2) inserting the words “Loan
Specific” immediately after the words “the price of that”;




ii. Clause (A)(3) is hereby deleted in its entirety and replaced with the following
clause (A)(3):



(I) in the case of an Alt-A Loan with respect to which there is a
Hedge, 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 Hedges, for
Alt-A Loans, as shown on the most recent Alt-A Loan Hedge Report,
times (b) the outstanding principal amount of such Eligible
Mortgage Loan, and (II) in the case of a Conforming Loan with
respect to which there is a Hedge, 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 Hedges, for Conforming Loans, as shown on the most
recent Conforming Loan Hedge Report, times (b) the outstanding
principal amount of such Eligible Mortgage Loan ; and




iii. the proviso is hereby amended by adding the following clause (l) at the end
thereof:



(l) at any time, the portion of total Collateral Value that may be
attributable to Mortgage Loans the documents for which have been
retained by Approved Investors listed on Schedule IV for a period
in excess of forty-five (45) days (but equal to or less than ninety
(90) days) of delivery of such documents shall not exceed
twenty-five percent (25%) of the Maximum Facility Amount, and at
any time, the portion of total Collateral Value that may be
attributable to Mortgage Loans the documents for which have been
retained by Approved Investors listed on Schedule IV for a period
equal to or in excess of ninety-one (91) days (but less than or
equal to one hundred and nineteen (119) days) of delivery of such
documents shall not exceed ten percent (10%) of the Maximum
Facility Amount; provided, that, at any time, the portion
of total Collateral Value that may be attributable to Mortgage
Loans the documents for which have been retained by Approved
Investors for a period equal to or in excess of one hundred and
twenty (120) days of delivery of such documents shall be zero.



d. The definition of “Eligible Mortgage Loan” Exhibit D-1 is hereby amended by deleting
clauses (x) and (y) at the end thereof in their entirety and by deleting clause (f) in its entirety
and replacing it with the following clause (f):



(f) with respect to which no more than 45 days or an Extended Time Period,
if applicable, has lapsed since the date on which any documentation was
shipped to the related Approved Investor;



e. Exhibit D-1 is hereby amended by adding the following definition of “Extended Time Period”
immediately after the definition of “Extensions” therein:



“Extended Time Period” means, with respect to items of Mortgage Loan
Collateral delivered by the Collateral Agent to Approved Investors listed on
Schedule IV to the Collateral Agency Agreement, ninety (90) days, subject to
a further extension up to one hundred and nineteen (119) days upon request
of such Approved Investor and the written consent of the Borrower, within
which period the related Mortgage Loans must be returned or sales proceeds
remitted in full to the Collateral Agent.



f. Exhibit D-1 is hereby amended by adding the following definition of “Hedge” immediately
after the definition of “Group Bank Commitment Percentage”:



“Hedge” means, with respect to Conforming Loans and Alt-A Loans for
which the Seller does not have Loan Specific Take-Out Commitments, either
(A) a current, valid, binding, enforceable, written commitment, including,
without limitation, a forward purchase commitment, issued by an Approved
Investor, to purchase Mortgage Loans from the Seller from time to time at a
specified price (or a specified spread to an agreed-upon index), which
commitment is not subject to any term or condition (i) that is not customary
in commitments of like nature or (ii) that, in the reasonably anticipated
course of events, cannot be fully complied with prior to the expiration
thereof, in which a perfected security interest has been granted to the
Administrative Agent, or (B) a hedge of the market value risk of such
Mortgage Loan pursuant to a forward sale of mortgage-backed securities or a
sale of Eurodollar futures contracts, with an Approved Investor, in which a
perfected security interest has been granted to the Administrative Agent.



g. The definition of “Hedge Report” in Exhibit D-1 I is hereby deleted in its entirety and
replaced with the following:



“Hedge Report” means either (a) an Alt-A Loan Hedge Report with
respect to any Alt-A Loans included in the Eligible Mortgage Collateral with
respect to which there are Hedges, which report is prepared by the Servicer
pursuant to Section 3.6 of the Loan Agreement and shows, as of the
close of business on the previous Business Day, all Hedges relating to Alt-A
Loans, and certain information with respect to such Hedges including
information as the Administrative Agent or any of the Managing Agents may
request, in the form of Exhibit K-1 to the Loan Agreement or (b) a
Conforming Loan Hedge Report with respect to any Conforming Loans included
in the Eligible Mortgage Collateral with respect to which there are Hedges,
which report is prepared by the Servicer pursuant to Section 3.6 of
the Loan Agreement and shows, as of the close of business on the previous
Business Day, all Hedges relating to Conforming Loans, and certain
information with respect to such Hedges including information as the
Administrative Agent or any of the Managing Agents may request, in the form
of Exhibit K-2 to the Loan Agreement.



h. The definition of “Jumbo Loan” in Exhibit D-1 is hereby amended by inserting the words
“Loan Specific” immediately after the words “under the requirements of a” in clause (2) thereof.



i. Exhibit D-1 is hereby amended by adding the following definition of “Loan Specific Take-Out
Commitment” immediately after the definition of “Loan Agreement” therein:



“Loan Specific Take-Out Commitment” means, with respect to Mortgage
Loans that are included in the Eligible Mortgage Collateral, a current,
valid, binding, enforceable, written commitment, issued by an Approved
Investor, to purchase loans with characteristics of such Mortgage Loans from
the Originator from time to time at a specified price (or a specified spread
to an agreed-upon index) and in amounts, and upon terms, satisfactory to the
Administrative Agent, which commitment is not subject to any term or
condition (i) that is not customary in commitments of like nature or (ii)
that, in the reasonably anticipated course of events, cannot be fully
complied with prior to the expiration thereof, with respect to which the
rights but not the obligations under such commitment have been assigned to
the Borrower (partial assignments being permitted so long as the aggregate
amount assigned fully covers the amount of the Eligible Mortgage Collateral)
and in which a perfected and first-priority security interest has been
granted by the Borrower to the Administrative Agent.



j. The definition of “Take-Out Commitment” in Exhibit D-1 is hereby deleted in its entirety
and replaced with the following:



“Take-Out Commitment” means (A) a Hedge, or (B) a Loan Specific
Take-Out Commitment.



k. The definition of “Take-Out Commitment Documents” in Exhibit D-1 is hereby deleted in its
entirety and replaced with the following:



“Take-Out Commitment Documents” means (1) with respect to any
Mortgage Loan with respect to which there is a Hedge, an executed original
assigned Hedge; and (2) with respect to any Mortgage Loan with respect to
which there is a Loan Specific Take-Out Commitment, copies of all Loan
Specific Take-Out Commitments.



l. The definition of “Take-Out Commitment Master Agreement” in Exhibit D-1 is hereby amended
by deleting the word “loan-specific” and replacing it with the words “Loan Specific”.



m. The definition of “Uncovered Mortgage Loan” in Exhibit D-1 is hereby amended in its
entirety and replaced with the following definition:



“Uncovered Mortgage Loan” means a Mortgage Loan that is not covered
by a Hedge that would be an Eligible Mortgage Loan but for the expiration,
forfeiture, termination, or cancellation of, or default under, the relevant
Loan Specific Take-Out Commitment.



n. Section 3.2 is hereby amended by inserting the following sentence after the first sentence
in clause (a) therein:



The Borrower may also, periodically, transfer to the Collateral Agent
Mortgage Loans that are Eligible Mortgage Loans against the transfer of
funds by the Collateral Agent from the Collection Account. On the date of
each such transfer of Mortgage Loans against payment therefor, the Servicer
shall, pursuant to a Release Letter substantially in the form attached as
Exhibit D-13 hereto, direct the Collateral Agent to transfer from
the Collection Account an amount equal to the amount specified in the
Release Letter to the account identified in such Release Letter in payment
for the related Mortgage Loans; provided, however, that
after giving effect to any such transfer of Mortgage Loans and the payment
therefor, the total Collateral Value of all Eligible Mortgage Collateral
will equal or exceed the Primary Obligations.



o. Section 3.4(b)(i) is hereby amended by deleting “.” at the end thereof and adding the
following proviso:



; provided, however, that to the extent that the Collateral Agent
has to deliver such items of Mortgage Loan Collateral to Approved Investors
listed on Schedule IV, the Collateral Agent shall, unless otherwise
instructed by the Servicer, so deliver under the Collateral Agent’s
“Bailee and Security Agreement Letter,” substantially in the form of
Exhibit D-6(c) hereto or such other form as may be approved by the
Administrative Agent as appropriate.



p. Section 3.4(b)(iii) is hereby amended by inserting the words “or an Extended Time Period,
if applicable” after the words “forty-five (45) days”.



q. Section 3.8 is hereby amended by deleting clause (a)(i) in its entirety and replacing it
with the following:



(i) All information supplied by the Borrower to the Collateral Agent in any
Assignment, or related electronic transmission, received by the Collateral
Agent, including but not limited to the acquisition price paid for any
Mortgage Loan, the unpaid principal balance of any Mortgage Loan as of its
closing and funding date and the weighted average purchase price (expressed
as a percentage of par) that Approved Investors are obligated to pay,
pursuant to Hedges, for all Eligible Mortgage Loans, as shown on the most
recent Hedge Report (and any adjustments made by the Collateral Agent, for
the purposes of calculating the related Collateral Value, with respect to
Mortgage Loans that subsequently were covered by Loan Specific Take-Out
Commitments) and whether the Mortgage Loan is a Conforming Loan, a Jumbo
Loan or an Alt-A Loan; provided, that, in determining the weighted
average purchase price for making any adjustments as referenced above, the
Collateral Agent shall, with respect to Alt-A Loans, use the value that is
the “Portfolio Total” with respect to the column “Market” under “Alt-A
Portfolio Profile” in the Alt-A Loan Hedge Report and, with respect to
Conforming Loans, use the value that is the “Total” with respect to the
column “Value” under “Portfolio Hedge Position — Market Value Analysis” in
the Conforming Loan Hedge Report.



r. Section 3.12 is hereby deleted in its entirety and replaced with the following Section
3.12:




Section 3.12 Take-Out Commitment and Hedge Reporting.



(a) Each Assignment delivered to the Collateral Agent shall indicate
the Approved Investor with respect to the Loan Specific Take-Out Commitment
and an indication of the price associated with the Loan Specific Take-Out
Commitment. Notwithstanding the foregoing, if any Conforming Loan or Alt-A
Loan is covered by a Hedge and not a Loan Specific Take-Out Commitment, the
Assignment shall so indicate.



(b) The Servicer shall prepare duly completed Alt-A Loan Hedge Report
and Conforming Loan Hedge Report in the forms of Exhibit K-1 and
Exhibit K-2, respectively, to the Loan Agreement on the close of
business on the last Business Day of each week and shall provide such
reports to the Borrower and the Collateral Agent no later than 10:00 a.m.
(eastern time) on the following Business Day. To the extent that any Alt-A
Loan Hedge Report or Conforming Loan Hedge Report reflects a weighted
average purchase price (expressed as a percentage of par) less than 100% of
par, (A) the Servicer shall, with effect from such date and on an ongoing
basis, prepare and provide to the Borrower and the Collateral Agent such
report(s) on the close of business on each Business Day, and (B) the
Collateral Agent shall accordingly adjust the Collateral Value of the
Mortgage Loans identified in such report.



(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) copies of the most recent Alt-A Loan Hedge
Report and Conforming Loan Hedge Report 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. 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.



s. Schedule I, Collateral Review Functions, is hereby amended by inserting the words “or
Extended Time Period, if applicable” after the words “45 days” in clause h(i) therein:



t. Schedule IV, Approved Investors with Extended Time Periods, is attached as Annex A
hereto.



u. Exhibit D-6(b), Bailee and Security Agreement Letter for Pool Custodian, is hereby deleted
and replaced with Exhibit D-6(b) attached as Annex B hereto.



v. The form of Exhibit D-6(c), Bailee and Security Agreement Letter for Approved Investors
Listed on Schedule IV, is attached as Annex C hereto.



w. Exhibit D-11, Form of Substitution Request, is hereby amended by deleting the footnote to
Schedule II thereto and replacing it with the following footnote:



All Mortgage Loans must be covered by a Loan Specific Take-Out Commitment or
a Hedge. This column should show a code for the Approved Investor related
to the Loan Specific Take-Out Commitment or should show a code indicating
that the Mortgage Loan is covered by a Hedge.



x. The form of Exhibit D-13, Warehouse Lender’s Release Letter Authorization, is attached as
Annex D hereto.




	 	 	Section 3. Amendment to Restated Loan Agreement.





a. The definition of “Alt-A Loan” is hereby deleted in its entirety and replaced with the
following:



“Alt-A Loan” means a Mortgage Loan (other than a Conforming Loan or
a Jumbo Loan) that (1) does not conform to the conventional underwriting
standards of Fannie Mae, Freddie Mac or Ginnie Mae but that is underwritten
by an Approved Investor (other than Fannie Mae, Freddie Mac or Ginnie Mae),
within guidelines generally acceptable to industry norms for “Alt-A” loans,
(2) has a demonstrated secondary market and is readily securitizable, (3)
has an original principal balance less than $650,000, and (4) either matches
all applicable requirements for purchase under the requirements of a Loan
Specific Take-Out Commitment or is covered by a Hedge.



b. The definition of “Approved Investor” is hereby amended to insert the words “, with respect
to a Loan Specific Take-Out Commitment or a Hedge” immediately after the words ““Approved
Investor” means”.



c. The definition of “Collateral Value” is hereby amended as follows:




i. Clause (A)(2) is hereby amended by (1) deleting the words “loan level” and
replacing them with the words “Loan Specific” and (2) inserting the words “Loan
Specific” immediately after the words “the price of that”;




ii. Clause (A)(3) is hereby deleted in its entirety and replaced with the following
clause (A)(3):



(I) in the case of an Alt-A Loan with respect to which there is a
Hedge, 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 Hedges, for
Alt-A Loans, as shown on the most recent Alt-A Loan Hedge Report,
times (b) the outstanding principal amount of such Eligible Mortgage
Loan, and (II) in the case of a Conforming Loan with respect to
which there is a Hedge, 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
Hedges, for Conforming Loans, as shown on the most recent Conforming
Loan Hedge Report, times (b) the outstanding principal amount of
such Eligible Mortgage Loan ; and




iii. the proviso is hereby amended by adding the following clause (l) at the end
thereof:



(l) at any time, the portion of total Collateral Value that may be
attributable to Mortgage Loans the documents for which have been
retained by Approved Investors listed on Schedule IV for a period
in excess of forty-five (45) days (but equal to or less than ninety
(90) days) of delivery of such documents shall not exceed
twenty-five percent (25%) of the Maximum Facility Amount, and at any
time, the portion of total Collateral Value that may be attributable
to Mortgage Loans the documents for which have been retained by
Approved Investors listed on Schedule IV for a period equal to or in
excess of ninety-one (91) days (but less than or equal to one
hundred and nineteen (119) days) of delivery of such documents shall
not exceed ten percent (10%) of the Maximum Facility Amount;
provided, that, at any time, the portion of total Collateral
Value that may be attributable to Mortgage Loans the documents for
which have been retained by Approved Investors for a period equal to
or in excess of one hundred and twenty (120) days of delivery of
such documents shall be zero.



d. The definition of “Eligible Mortgage Loan” is hereby amended by deleting clauses (x) and
(y) at the end thereof in their entirety and by deleting clause (f) in its entirety and replacing
it with the following clause (f):



(f) with respect to which no more than 45 days or an Extended Time Period,
if applicable, has lapsed since the date on which any documentation was
shipped to the related Approved Investor;



e. Article I is hereby amended by adding the following definition of “Extended Time Period”
immediately after the definition of “Approved Investor”:



“Extended Time Period” means, with respect to items of Mortgage Loan
Collateral delivered by the Collateral Agent to Approved Investors listed on
Schedule IV to the Collateral Agency Agreement, ninety (90) days, subject to
a further extension up to one hundred and nineteen (119) days upon request
of such Approved Investor and the written consent of the Borrower, within
which period the related Mortgage Loans must be returned or sales proceeds
remitted in full to the Collateral Agent.



f. Article I is hereby amended by adding the following definition of “Hedge” immediately after
the definition of “Group Bank Commitment Percentage”:



“Hedge” means, with respect to Conforming Loans and Alt-A Loans for
which the Seller does not have Loan Specific Take-Out Commitments, either
(A) a current, valid, binding, enforceable, written commitment, including,
without limitation, a forward purchase commitment, issued by an Approved
Investor, to purchase Mortgage Loans from the Seller from time to time at a
specified price (or a specified spread to an agreed-upon index), which
commitment is not subject to any term or condition (i) that is not customary
in commitments of like nature or (ii) that, in the reasonably anticipated
course of events, cannot be fully complied with prior to the expiration
thereof, in which a perfected security interest has been granted to the
Administrative Agent, or (B) a hedge of the market value risk of such
Mortgage Loan pursuant to a forward sale of mortgage-backed securities or a
sale of Eurodollar futures contracts, with an Approved Investor, in which a
perfected security interest has been granted to the Administrative Agent.



g. The definition of “Hedge Report” in Article I is hereby deleted in its entirety and
replaced with the following:



“Hedge Report” means either (a) an Alt-A Loan Hedge Report with
respect to any Alt-A Loans included in the Eligible Mortgage Collateral with
respect to which there are Hedges, which report is prepared by the Servicer
pursuant to Section 3.6 of the Loan Agreement and shows, as of the
close of business on the previous Business Day, all Hedges relating to Alt-A
Loans, and certain information with respect to such Hedges including
information as the Administrative Agent or any of the Managing Agents may
request, in the form of Exhibit K-1 to the Loan Agreement or (b) a
Conforming Loan Hedge Report with respect to any Conforming Loans included
in the Eligible Mortgage Collateral with respect to which there are Hedges,
which report is prepared by the Servicer pursuant to Section 3.6 of
the Loan Agreement and shows, as of the close of business on the previous
Business Day, all Hedges relating to Conforming Loans, and certain
information with respect to such Hedges including information as the
Administrative Agent or any of the Managing Agents may request, in the form
of Exhibit K-2 to the Loan Agreement.



h. The definition of “Jumbo Loan” is hereby amended by inserting the words “Loan Specific”
immediately after the words “under the requirements of a” in clause (2) thereof.



i. Article I is hereby amended by adding the following definition of “Loan Specific Take-Out
Commitment” immediately after the definition of “Liquidity Agreement” therein:



“Loan Specific Take-Out Commitment” means, with respect to Mortgage
Loans that are included in the Eligible Mortgage Collateral, a current,
valid, binding, enforceable, written commitment, issued by an Approved
Investor, to purchase loans with characteristics of such Mortgage Loans from
the Originator from time to time at a specified price (or a specified spread
to an agreed-upon index) and in amounts, and upon terms, satisfactory to the
Administrative Agent, which commitment is not subject to any term or
condition (i) that is not customary in commitments of like nature or (ii)
that, in the reasonably anticipated course of events, cannot be fully
complied with prior to the expiration thereof, with respect to which the
rights but not the obligations under such commitment have been assigned to
the Borrower (partial assignments being permitted so long as the aggregate
amount assigned fully covers the amount of the Eligible Mortgage Collateral)
and in which a perfected and first-priority security interest has been
granted by the Borrower to the Administrative Agent



j. The definition of “Take-Out Commitment” in Article I is hereby deleted in its entirety and
replaced with the following:



“Take-Out Commitment” means (A) a Hedge, or (B) a Loan Specific
Take-Out Commitment.



k. The definition of “Take-Out Commitment Documents” in Article I is hereby deleted in its
entirety and replaced with the following:



“Take-Out Commitment Documents” means (1) with respect to any
Mortgage Loan with respect to which there is a Hedge, an executed original
assigned Hedge; and (2) with respect to any Mortgage Loan with respect to
which there is a Loan Specific Take-Out Commitment, copies of all Loan
Specific Take-Out Commitments.



l. The definition of “Take-Out Commitment Master Agreement” in Article I is hereby amended by
deleting the word “loan-specific” and replacing it with the words “Loan Specific”.



m. The definition of “Uncovered Mortgage Loan” in Article I is hereby amended in its entirety
and replaced with the following definition:



“Uncovered Mortgage Loan” means a Mortgage Loan that is not covered
by a Hedge that would be an Eligible Mortgage Loan but for the expiration,
forfeiture, termination, or cancellation of, or default under, the relevant
Loan Specific Take-Out Commitment.



n. Section 3.2 is hereby amended by inserting the following sentence after the first sentence
in clause (a) therein:



The Borrower may also, periodically, transfer to the Collateral Agent
Mortgage Loans that are Eligible Mortgage Loans against the transfer of
funds by the Collateral Agent from the Collection Account. On the date of
each such transfer of Mortgage Loans, the Servicer shall, pursuant to a
Release Letter substantially in the form attached as Exhibit D-13
to the Collateral Agency Agreement, direct the Collateral Agent to transfer
from the Collection Account an amount equal to the amount specified in the
Release Letter to the account identified in such Release Letter in payment
for the related Mortgage Loans; provided, however, that
after giving effect to any such transfer of Mortgage Loans and the payment
therefor, the total Collateral Value of all Eligible Mortgage Collateral
will equal or exceed the Primary Obligations



o. Section 3.3(b)(iii) is hereby amended by inserting the words “or an Extended Time Period”
after the words “forty-five (45) days”.



p. Section 3.6 is hereby deleted in its entirety and replaced with the following Section 3.6:




Section 3.6 Take-Out Commitment and Hedge Reporting.



(a) Each Assignment delivered to the Collateral Agent shall indicate
the Approved Investor with respect to the Loan Specific Take-Out Commitment
and an indication of the price associated with the Loan Specific Take-Out
Commitment. Notwithstanding the foregoing, if any Conforming Loan or Alt-A
Loan is covered by a Hedge and not a Loan Specific Take-Out Commitment, the
Assignment shall so indicate.



(b) The Servicer shall prepare duly completed Alt-A Loan Hedge Report
and Conforming Loan Hedge Report in the forms of Exhibit K-1 and
Exhibit K-2, respectively, hereto on the close of business on the
last Business Day of each week and shall provide such reports to the
Borrower and the Collateral Agent no later than 10:00 a.m. (eastern time) on
the following Business Day. To the extent that any Alt-A Loan Hedge Report
or Conforming Loan Hedge Report reflects a weighted average purchase price
(expressed as a percentage of par) less than 100% of par, (A) the Servicer
shall, with effect from such date and on an ongoing basis, prepare and
provide to the Borrower and the Collateral Agent such report(s) on the close
of business on each Business Day, and (B) the Collateral Agent shall
accordingly adjust the Collateral Value of the Mortgage Loans identified in
such report.



(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) copies of the most recent Alt-A Loan Hedge
Report and Conforming Loan Hedge Report 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. 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.



q. Section 6.1(o) is hereby deleted in its entirety and replaced with the following:



(o) promptly upon entering into any master agreement with respect to a Loan
Specific Take-Out Commitment, a copy of such agreement and (ii) upon request
by the Administrative Agent, or if there is an Event of Default, copies of
all Take-Out Commitment Documents with respect to Mortgage Loans covered by
a Loan Specific Take-Out Commitment; provided, that if the Take-Out
Commitment is made on a confirmation or supplement to a master agreement and
the master agreement has been previously delivered to the Administrative
Agent, only the confirmation or supplement is required to be delivered
pursuant to this clause.



r. Section 6.17 is hereby amended by deleting in its entirety the last sentence therein and
replacing it with the following sentence.:



The Borrower shall cause the Originator to obtain, and maintain in full
force and effect, Hedges as of each date of determination, with an aggregate
purchase price at least equal to the total of the outstanding principal
balances of the Borrower’s entire portfolio of Mortgage Loans plus hedges
(with each such hedge required to meet the definition of “Hedge” herein
except that a security interest in such hedge need not have been granted to
the Administrative Agent), as of each date of determination, with an
aggregate purchase price at least equal to the total of the outstanding
principal balances of the Originator’s entire portfolio of mortgage loans.



s. Section 11.2 is hereby amended by (1) deleting the words “Non-Conforming Loans” and
replacing them with the words “Mortgage Loans with respect to which Loan Specific Take-Out
Commitments have been issued” and (2) inserting the words “Loan Specific” immediately after the
words “that has issued a”.



t. Exhibit D-6(b), Bailee and Security Agreement Letter for Pool Custodian, is hereby deleted
and replaced with Exhibit D-6(b) attached as Annex B hereto.



u. The form of Exhibit D-6(c), “Bailee and Security Agreement Letter for Approved Investors
Listed on Schedule IV,” is attached as Annex C hereto.



v. Exhibit K, Form of Hedge Report, is hereby deleted in its entirety and replaced with
Exhibit K-1, Form of Alt-A Loan Hedge Report attached hereto as Annex E, and Exhibit K-2,
Form of Conforming Loan Hedge Report attached hereto as Annex F.




	 	 	Section 4. Operative Documents in Full Force and Effect as Amended.





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.





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 Sections 5-1401 and 5-1402 of the New
York General Obligations Law, which shall apply hereto).



{Signatures appear on the following pages.}






1






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.



BORROWER: CH FUNDING, LLC



By: /s/ Mark C. Winter

Name: Mark C. Winter

Title: CFO/EVP





ADMINISTRATIVE AGENT,

BANK, AND MANAGING

AGENT: CALYON NEW YORK BRANCH



By: /s/ Kostantina Kourmpetis


Name: Kostantina Kourmpetis

Title: Managing Director



By: /s/ Sam Pilcer


Name: Sam Pilcer

Title: Managing Director



ISSUER: ATLANTIC ASSET SECURITIZATION LLC



By: Calyon New York Branch, as Attorney in Fact



By: /s/ Kostantina Kourmpetis


Name: Kostantina Kourmpetis

Title: Managing Director



By: /s/ Sam Pilcer


Name: Sam Pilcer

Title: Managing Director



{Signatures continue on the following page.}



2



ISSUER: LA FAYETTE ASSET SECURITIZATION LLC



By: Calyon New York Branch, as Attorney in Fact



By:  /s/ Kostantina Kourmpetis


Name:  Kostantina Kourmpetis

Title:  Managing Director



By:  /s/ Sam Pilcer

Name:  Sam Pilcer

Title:  Managing Director







BANK AND MANAGING AGENT: JPMORGAN CHASE BANK, N.A.



By:  /s/ Jill T. Lane

Name:  Jill T. Lane

Title:  Vice President









ISSUER: FALCON ASSET SECURITIZATION CORPORATION



By:  /s/ Jill T. Lane

Name:  Jill T. Lane

Title:  Vice President







SELLER AND SERVICER: DHI MORTGAGE COMPANY, LTD.



By: DHI Mortgage Company GP, Inc., formerly known as CH Mortgage Company GP, Inc., its general



partner



By: /s/ Mark C. Winter


Name: Mark C. Winter

Title:  CFO/EVP



3




	 	 	BANK: LLOYDS TSB BANK PLC





By:  /s/ Michelle White

Name:  Michelle White

Title:  Assistant Vice President Structured

Finance W 154



By:  /s/ Thea Watkins

Name:  Thea Watkins

Title:  Vice President Structured Finance W001







COLLATERAL AGENT: U.S. BANK NATIONAL ASSOCIATION



By:  /s/ Edwin D. Jenkins


Name:  Edwin D. Jenkins

Title:  Senior Vice President



4




ANNEX A




SCHEDULE IV 




APPROVED INVESTORS WITH EXTENDED

TIME PERIODS





	 	a.	 	Deutsche Bank Securities Inc.






	 	b.	 	Morgan Stanley & Co. Incorporated





5




ANNEX B




EXHIBIT D-6(b)




BAILEE AND SECURITY AGREEMENT LETTER FOR POOL CUSTODIAN




[Name and address of pool custodian]


_                                                          


_                                                          



Ladies and Gentlemen:



The mortgage notes and other documents enclosed with this letter (the “Collateral”) and
described on the attached schedule have been assigned and pledged to CALYON NEW YORK BRANCH, in its
capacity as administrative agent (the “Administrative Agent”) for the “Lenders” under and
as defined in the Loan Agreement entered into as of July 9, 2002 among CH FUNDING, LLC (the
“Company”), the Issuer and Banks parties thereto, the Administrative Agent, and DHI
MORTGAGE COMPANY, LTD., in its capacity as servicer thereunder (as the same may be increased,
reduced, supplemented, amended, restated, renewed, extended or otherwise modified from time to
time, the “Loan Agreement”), pursuant to that one certain Security Agreement among the
Company, the Administrative Agent, and U.S. BANK NATIONAL ASSOCIATION, in its capacity as the
collateral agent (the “Collateral Agent”) dated as of July 9, 2002 (as it has been or may
hereafter be amended, restated, supplemented or otherwise modified from time to time, the
“Security Agreement”). Capitalized terms used herein, and not otherwise defined herein,
shall have the meanings assigned to such terms in the Security Agreement.



The Collateral is now being conditionally delivered to you in trust as custodian
for pooling in connection with the issuance of securities to be based on and backed by such
Collateral (i.e., the issuance of “mortgage-backed securities”). If within forty-five (45) days
after the date of this letter the Administrative Agent has not received the mortgage-backed
securities themselves, then you must return the Collateral itself to the Collateral Agent. Until
such time as the Collateral Agent receives the mortgage-backed securities in exchange for the
Collateral or the Collateral itself, you shall be deemed to hold the Collateral (1) subject to the
conditions stated in the immediately preceding sentence, (2) in trust for the use and benefit of
the Administrative Agent for the benefit of the holders of the Obligations (as defined in the
Security Agreement), (3) subject to and burdened by the security interest granted pursuant to the
Security Agreement to the Administrative Agent for the benefit of the holders of the Obligations
and (4) as the Administrative Agent’s bailee in accordance with the applicable provisions of the
Uniform Commercial Code in the State of Delaware. You have no property interest in the Collateral
until you send the mortgage-backed securities to the Collateral Agent, but instead have only the
naked right to possession of the Collateral as bailee and trustee for the Administrative Agent for
the benefit of the holders of the Obligations and subject to all of the terms and conditions of
this letter. If you receive conflicting or inconsistent instructions regarding the Collateral from
the Company and the Collateral Agent or the Administrative Agent, you agree to act in accordance
with the Collateral Agent or the Administrative Agent’s instructions. It is understood that the
Collateral Agent is delivering the Collateral, and will be receiving the mortgage-backed
securities, or cash, as agent and bailee for the holders of the Obligations.



NOTWITHSTANDING ANY OTHER PROVISION OF THIS LETTER OR ANY OTHER PAPERS OR AGREEMENT, EACH OF THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT RESERVES THE RIGHT EXERCISABLE AT ANY TIME BEFORE THE
MORTGAGED-BACKED SECURITIES HAVE BEEN ISSUED AND DELIVERED TO THE ADMINISTRATIVE AGENT TO REQUIRE
BY WRITTEN NOTICE, DELIVERED TO YOU IN ANY LEGALLY EFFECTIVE MANNER, THAT YOU RETURN THE COLLATERAL
TO THE COLLATERAL AGENT, WHEREUPON YOU SHALL BE OBLIGATED TO DO SO WITHOUT FURTHER NOTICE, AND THIS
SENTENCE (AS WELL AS THE OTHER PROVISIONS OF THIS LETTER) SHALL BE BINDING ON YOUR SUCCESSORS,
TRUSTEES, CONSERVATORS, RECEIVERS AND ASSIGNS.



If the foregoing accurately reflects your understanding of your role with respect to the Collateral
and in particular your status as bailee and trustee for the Collateral Agent and your very limited
rights in the Collateral until you send the mortgage-backed securities to the Administrative Agent
in exchange for the Collateral, please execute the enclosed copy of this letter and return it to us
(although your receipt for this letter shall not be necessary to the effectiveness of any of its
provisions). Otherwise, please notify us and return all of the enclosed Collateral to us
immediately and in any event within ten (10) days after the date of this letter. If you fail to
either (a) execute and return a copy of this letter to the Collateral Agent or (b) return to the
Collateral Agent all of the enclosed Collateral within ten (10) days after this letter’s date, then
you shall have accepted possession of the Collateral as the Collateral Agent’s bailee, in trust,
subject to the security interest granted to the Administrative Agent for the use and benefit of the
holders of the Obligations, and on the conditions specified in this letter.



If the mortgage-backed securities are not received by the Collateral Agent in exchange for the
enclosed Collateral on or before forty-five (45) days after this letter’s date, then you are
instructed to return all of the Collateral to the Collateral Agent (although that shall not affect
or impair any claim or cause of action against you in respect of your Take-Out Commitment).



THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO).




U.S. BANK NATIONAL ASSOCIATION,


as Collateral Agent




By:                                           
                     


Name:


Title:



Received and agreed to.



[Name and signature of Pool Custodian and date signed]



Schedule of Mortgage Notes and Other Documents








6






7



ANNEX C




EXHIBIT D-6(c)




FORM OF BAILEE AND SECURITY AGREEMENT LETTER 

FOR APPROVED INVESTORS LISTED ON SCHEDULE IV 




DATE:



[Investor’s Name]


[Investor’s Address]



	 	 	 
	Re:

	 	DHI MORTGAGE COMPANY, LTD.:
	
 
	 	Sale of Mortgage Loans






Attached please find those Mortgage Loans listed separately on the attached schedule, which are
being delivered to you for purchase.



The Mortgage Loans comprise a portion of the Collateral under (and as the term “Collateral”
and capitalized terms not otherwise defined herein are defined in) that certain Loan Agreement
entered into as of July 9, 2002 (as it has been or may hereafter be amended, restated, supplemented
or otherwise modified from time to time), among CH FUNDING, LLC (the “Company”), the Issuer
and Banks parties thereto, CALYON NEW YORK BRANCH, in its capacity as administrative agent for the
“Lenders” (as defined therein) (in such capacity, the “Administrative Agent”), and DHI
MORTGAGE COMPANY, LTD. (“DHI Mortgage”), in its capacity as servicer thereunder, pursuant
to that certain Security Agreement among the Company, the Administrative Agent, and U.S. BANK
NATIONAL ASSOCIATION, in its capacity as the collateral agent (the “Collateral Agent”)
dated as of July 9, 2002 (as it has been or may hereafter be amended, restated, supplemented or
otherwise modified from time to time, the “Security Agreement”). DHI Mortgage is
reacquiring the Mortgage Loans from CH Funding and is offering such Mortgage Loans to you. Each of
the Mortgage Loans is subject to a security interest in favor of the Administrative Agent on behalf
of the Secured Parties, which security interest shall be automatically released upon your
remittance of the full amount of the purchase price of such Mortgage Loan (as set forth on the
schedule attached hereto) by wire transfer to the following account:



WIRE INSTRUCTIONS TO SETTLEMENT ACCOUNT:




U.S. Bank National Association, Minneapolis, MN




ABA#




For Credit to: CH Funding, LLC




Collection Account Number: 1047 5621 5240




Pending your purchase of each Mortgage Loan and until payment therefor is received, the aforesaid
security interest therein will remain in full force and effect, and you shall hold possession of
such Collateral and the documentation evidencing same as custodian, agent and bailee for and on
behalf of the Secured Parties. In the event any Mortgage Loan is unacceptable for purchase, return
the rejected item directly to the Collateral Agent at the address set forth below. The Mortgage
Loan must be so returned or sales proceeds remitted in full no later than ninety (90) calendar days
from the date hereof (or, with the consent of DHI Mortgage, such longer period, not to exceed one
hundred and nineteen (119) calendar days, as approved). In no event shall any Mortgage Loan be
returned to or sales proceeds remitted to DHI Mortgage or CH Funding; Mortgage Loans and/or sale
proceeds must be returned to the Collateral Agent and/or to the settlement account above. If you
are unable to comply with the above instructions, please so advise the undersigned immediately.



NOTE: BY ACCEPTING THE MORTGAGE LOANS DELIVERED TO YOU WITH THIS LETTER, YOU CONSENT TO BE
THE CUSTODIAN, AGENT AND BAILEE FOR THE SECURED PARTIES ON THE TERMS DESCRIBED IN THIS LETTER. THE
UNDERSIGNED, AS COLLATERAL AGENT, REQUESTS THAT YOU ACKNOWLEDGE RECEIPT OF THE ENCLOSED MORTGAGE
LOANS AND THIS LETTER BY SIGNING AND RETURNING THE ENCLOSED COPY OF THIS LETTER TO THE UNDERSIGNED;
HOWEVER, YOUR FAILURE TO DO SO DOES NOT NULLIFY SUCH CONSENT.




Sincerely,




U.S. BANK NATIONAL ASSOCIATION,


as the Collateral Agent




By:
                                              
             


Name:


Title:




Address: 225 South Sixth Street


Mortgage Banking Services






EP-MN-M5M13


Minneapolis, MN55402-4302



ACKNOWLEDGEMENT OF RECEIPT:



[Investor]



By:                                                              



Name:                                                         



Title:                                                           



Date:                                                           



8



Schedule of Mortgage Notes and Other Documents




9




ANNEX D




EXHIBIT D-13




FORM OF WAREHOUSE LENDER’S 

RELEASE LETTER AUTHORIZATION




[Date]




U.S. BANK NATIONAL ASSOCIATION,




	 	 	 	as Collateral Agent






	225	 	South Sixth Street






	 	 	Mortgage Banking Services EP-MN-M5MB






	 	 	Minneapolis, MN 55402-4302





Re: Warehouse Lender’s Release Letter




Reference is made to the Amended and Restated Loan Agreement dated as of July 25, 2003, among
CH FUNDING, LLC, as Borrower, ATLANTIC ASSET SECURITIZATION LLC, as an Issuer, LA FAYETTE ASSET
SECURITIZATION LLC, as an Issuer, FALCON ASSET SECURITIZATION CORPORATION, as an Issuer, CALYON NEW
YORK BRANCH, as a Bank, as a Managing Agent and the Administrative Agent, JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, as a Bank and as a Managing Agent, LLOYDS TSB BANK PLC, as a Bank, and DHI
MORTGAGE COMPANY, LTD. as the Servicer (the “Servicer”) (such agreement, as from time to
time supplemented, amended, restated or extended, the “Loan Agreement”).



1. We hereby direct you, as Collateral Agent, to withdraw from the Collection Account an
amount equal to the amount specified in the attached Warehouse Lender’s Release Letter (the
“Release Letter”) and to transfer such amount to the account specified in the Release
Letter in payment for the Mortgage Loans identified on the schedule attached to the Release Letter
by close of business on the date hereof.



2. It is our understanding that the total Collateral Value of all Eligible Mortgage
Collateral, after giving effect to the foregoing transfer, will equal or exceed the Primary
Obligations.



THIS WAREHOUSE LENDER’S RELEASE LETTER AUTHORIZATION SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW 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).



10




IN WITNESS WHEREOF, the undersigned has executed this letter as of the day and year
first above written.




	 	 	 	Very
truly yours,






	 	 	 	DHI
MORTGAGE COMPANY, LTD.,






	 	 	 	as
Servicer






	 	 	 	By:
DHI Mortgage Company GP, Inc., formerly known
as CH Mortgage Company GP, Inc., its general
partner






	 	 	 	By:                                     
             






	 	 	 	Name:                                   
          






	 	 	 	Title:                                  
             





Acknowledged and agreed to


as of the date first written above:



U.S. BANK NATIONAL ASSOCIATION,




as Collateral Agent



By:                                       
               


Name:                                     
            


Title:                                    
               



Copy: Calyon New York Branch,




as Administrative Agent






11






ATTACHMENT




WAREHOUSE LENDER’S RELEASE LETTER




12




ANNEX E




EXHIBIT K-1




FORM OF ALT-A LOAN HEDGE REPORT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DHI Mortgage Company
	 	 	 	 
	 	 
	 	 	 	 	 	[Date/Time]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ALT-A Portfolio Profile
	 	 	 	 
	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Market Price Basis:
	 	 	 	Market Value Analysis

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Product Description
	 	Count	 	Total Balance	 	Risk Weight	 	Book	 	Lock Price
	 	Market
	 	% Change	 	$ Change
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portfolio Total
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Security Portfolio
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Net Hedge Value:
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Security Type	 	Balance
	 	Risk Factor	 	Risk Weight	 	Book Price
	 	Market Price
	 	% Change	 	$ Change
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portfolio Total	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






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ANNEX F




EXHIBIT K-2




FORM OF CONFORMING LOAN HEDGE REPORT




Portfolio Hedge Position – Market Value Analysis



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Effective Date 2/20/2006
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	[Date/Time]

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pool	 	Pipeline
	 	Amount
	 	Basis
	 	Lock
	 	Value
	 	Gain/Loss
	 	Hedge
	 	Cost
	 	Market
	 	Gain/Loss

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Result =
	 	 	 	Change in Value of Locks
	 	Change in Value of Securities
	 	 
	 	 

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applications
	 	Locked Loans
	 	 
	 	Locked Account Portfolio
	 	 
	 	 
	 	 

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lock Ratio
	 	Best Effort %:
	 	Mandatory %:
	 	FMV Best Efforts
	 	 

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Mandatory / Hedged Portfolio
	 	At Risk Portfolio
	 	  
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date
	 	Pipeline
	 	FMV	 	MBS
	 	FMV
	 	Net $$
	 	Net %%
	 	Coverage Effective
	 	Locked
	 	Closed








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