Exhibit
10.14.3


 


Execution
Version


 


OMNIBUS
AGREEMENT (MID-STATE TRUST XIV)


 


OMNIBUS
AMENDMENT (this “Amendment”), dated as of July 2, 2007, by and among THREE
PILLARS FUNDING, LLC, a Delaware limited liability company (together with its
successors and assigns, the “Lender”), MID-STATE TRUST XIV, as borrower
(the “Borrower”), TREASURY BANK, a division of Countrywide Bank, FSB
(fka Treasury Bank, a division of Countrywide Bank N.A.), a national banking
association, as custodian (the “Custodian”), THE BANK OF NEW YORK, a New
York banking corporation, as trustee (the “Trustee”) and SUNTRUST
CAPITAL MARKETS, INC., a Tennessee corporation, as agent and administrative
trustee (in such capacities, the “Agent” and “Administrative Trustee”),
JIM WALTER HOMES, INC., NEATHERLIN HOMES, INC., DREAM HOMES, INC., and DREAM
HOMES USA, (the “Originators”), OCWEN LOAN SERVICING LLC (the “Back-up
Servicer”) and SUNTRUST BANK, as a bank investor (in such capacity, the “Bank
Investor” and the “Majority Investors”). Capitalized terms used and not
otherwise defined in this Amendment are used as defined in the Agreement (as
defined below and amended hereby).


 


Capitalized terms used and
not defined in this Amendment or in any of the Operative Documents shall have
the meanings given such terms in Annex A to the Amended and Restated Variable
Funding Loan Agreement, dated as of June 15, 2006, as amended from time to
time (the “Loan Agreement”), among the Lender, the Borrower, the
Custodian, the Trustee, the Agent, the Administrative Trustee and the Bank
Investor.


 


PRELIMINARY STATEMENTS


 


WHEREAS, each of the
signatories hereto is party to one or more of the Operative Documents; and


 


WHEREAS, each of the
signatories hereto wish to amend certain of the Operative Documents, as
hereinafter provided.


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein and in the Loan
Agreement, and other good and valuable consideration, the receipt and adequacy
of which is hereby expressly acknowledged, and intending to be legally bound hereby,
the parties hereto agree as follows:


 


SECTION 1.           SECTION 1. Definitions.  For purposes of this Amendment and the
Operative Documents, the following capitalized terms shall have the following
meanings:


 


Merger Transaction:  The contemplated transaction pursuant to
which Mid-State Homes Inc. shall be merged into Walter Mortgage Company.


 


SECTION 2.           Merger Transaction.


 


The parties hereto hereby (a) consent
to the merger of Mid-State Homes Inc. and Walter Mortgage Company pursuant to
the Merger Transaction for all purposes under the Operative Documents and (b) acknowledge
and agree that Walter Mortgage Company shall be the successor to Mid-State
Homes Inc. for purposes of each of the Operative Agreements, and that 


 


1

















 


each
Operative Documents is hereby amended by (except as otherwise set forth herein)
replacing each reference to “Mid-State Homes, Inc.” with “Walter Mortgage
Company, as successor by merger to Mid-State Homes, Inc.”.


 


SECTION 3.           Amendment to the Loan Agreement. The Loan Agreement is hereby amended as follows:


 


(a)           The definition of “Collection Policy” in Annex A to the Loan
Agreement is hereby amended by deleting clause (ii) in its entirety.


 


(b)           The definition of “Master Account” in Annex A to the Loan
Agreement is hereby amended by deleting the definition in its entirety.


 


(c)           The definition of “Subservicer” in Annex A to the Loan
Agreement is hereby amended by deleting the words “or Walter Mortgage Company”.


 


(d)           The definition of “Subservicing Agreement” in Annex A to the
Loan Agreement is hereby amended by deleting the definition in its entirety and
replacing it with the following language:


 


“Subservicing Agreement”
means each subservicing agreement by and between the Master Servicer and each
Subservicer, as such agreements may be amended, modified or restated from time
to time.


 


SECTION 4.           Waiver of Notice of Amendment.


 


Pursuant to Section 6.1(e) of
the Loan Agreement, an Event of Default shall occur upon the default by the
Borrower in the performance of any material covenant or undertaking to be
performed or observed by the Borrower under any provision of the Loan
Agreement.  The Borrower hereby informs
the Agent and each Managing Agent of the failure to comply with the requirement
of Section 5.1(l)(i) that the Borrower shall furnish to the Agent and
each Management Agent copies of the form of each proposed amendment to the
Trust Agreement, the Subservicing Agreement or the Master Servicing Agreement
at least sixty (60) days prior to the proposed date of adoption of any such
proposed amendment (the “Sixty Day Notice Event”).  The Borrower hereby requests that the Agent
and each Managing Agent waive any Event of Default occurring as a result of
such Sixty Day Notice Event.  Subject to
the following, the Agent and each Managing Agent hereby waives such Event of
Default.


 


SECTION 5.           Amendment to Master Servicing Agreement  The Master Servicing
Agreement is hereby amended as follows:


 


(a)           The first paragraph of the Master Servicing Agreement is hereby
amended by deleting the reference to “a Florida corporation” and replacing it
with “a Delaware corporation”.


 


(b)           Section 2.7(b) of the Master Servicing Agreement
is hereby amended by deleting the parenthetical “(Except as otherwise provided
in Section 2.6(b) of the Subservicing Agreement, dated as of February 3,
2005, between the Master Servicer and 


 


2

















 


Walter Mortgage Company, (the “Subservicing
Agreement”)).”, beginning in the eleventh line thereof.


 


(c)           The parties hereto acknowledge and agree that Sections
2.1-2.15 and Section 3.4 of the existing Subservicing Agreement and other
duties and obligations of the Subservicer under the existing Subservicing
Agreement are hereby incorporated by reference into the Master Servicing
Agreement and the Master Servicer hereby assumes all obligations of the
Subservicer under the Subservicing Agreement from and after the date of the
Merger Transaction; provided, for purposes of the Master Servicing Agreement,
the language in Section 2.6(b) of the existing Subservicing Agreement
is hereby amended by deleting the second and third sentences thereto and
replacing them with the following language:


 


“The
WMC Subservicer shall collect all moneys received in the post office box on a
daily basis and deposit such moneys in the Holding Account on the day of such
collection from the post office box.”.


 


(d)           Section 4.1 of the Master Servicing Agreement is hereby
amended by deleting the reference to “the State of Florida” and replacing it
with “the State of Delaware”.


 


(e)           Pursuant to Section 4.2 of the Master Servicing
Agreement, any entity resulting from any merger or consolidation to which the
Master Servicer is a party shall be successor to the Master Servicer under the
Master Servicing Agreement provided that such entity does not have a long-term
debt rating lower than that of the Master Servicer and shall be acceptable to
the Lender.  The Lender hereby consents
to the merger of the Master Servicer and the Subservicer pursuant to the Merger
Transaction, and the parties hereto hereby waive the requirements of such Section 4.2
with respect to the long-term debt rating of the successor to the Master
Servicer.


 


(f)            Pursuant to Section 7.2(a) of the Master Servicing
Agreement, any amendment must be consented to by the Borrower, the Master
Servicer, the Controlling Party and the Trustee.  The Borrower, the Master Servicer, the
Controlling Party and the Trustee hereby consent to the above amendment to the
Master Servicing Agreement.


 


(g)           Section 7.7 of the Master Servicing Agreement is hereby
amended by replacing the notice address for the Master Servicer with the
following: Walter Mortgage Company, 4211 W. Boy Scout Boulevard, Tampa Florida
33607, Attention: Miles C. Dearden, III, Telephone: (813) 871-4404,
Telecopy: (813) 871-4430.


 


SECTION 6.           Amendment to Subservicing Agreement. The Subservicing Agreement is hereby amended as follows:


 


The parties hereto
acknowledge and agree that pursuant to the Merger Transaction, the Subservicer
is merging with the Master Servicer, and upon the consummation of such merger,
the Subservicing Agreement shall be terminated and the obligations of the
Subservicer pursuant to Sections 2.1-2.15 and Section 3.3 of the
Subservicing Agreement and any other duties and obligations of the Subservicer
shall be transferred to the Master Servicer in accordance with 


 


3

















 


Section 5(b) of
this Amendment.  The parties hereto
hereby consent to the Merger Transaction and the termination of the
Subservicing Agreement.


 


SECTION 7.           Amendment to DAT Agreement.  The DAT Agreement is hereby amended as
follows:


 


(a)           The parties hereto acknowledge and agree that the DAT
Agreement is hereby amended by deleting Walter Mortgage Company as an Eligible
Originator and removing all references to Walter Mortgage Company as an
Eligible Originator.


 


(b)           Section 9 of the DAT Agreement is hereby amended by


 


1.                                       replacing the notice address for the Depositor with the
following:


 


Walter Mortgage Company, 4211 W.
Boy Scout Boulevard, Tampa Florida 33607, Attention: Miles C. Dearden, III,
Telephone: (813) 871-4404, Telecopy: (813) 871-4430.


 


2.                                       deleting the notice address for Walter Mortgage Company as
an Eligible Originator.


 


(c)           Section 8 of the DAT Agreement provides that the DAT
Agreement may be amended only with the written consent of the Depositor, the
Originator, the Eligible Originators and the Controlling Party. The Depositor,
the Originator, the Eligible Originators and the Controlling Party hereby
consent to the amendments to the DAT Agreement as set forth in this Amendment.


 


SECTION 8.           Amendment to Back-up Servicing Agreement   The Back-up
Servicing Agreement is hereby amended as follows:


 


(a)           The first paragraph of the Back-up Servicing Agreement is
hereby amended by deleting the reference to “a Florida corporation” and
replacing it with “a Delaware corporation”.


 


(b)           Section 5.6 of the Back-up Servicing Agreement is
hereby amended by replacing the notice address for the Servicer with the following:
Walter Mortgage Company, 4211 W. Boy Scout Boulevard, Tampa Florida 33607,
Attention: Miles C. Dearden, III, Telephone: (813) 871-4404, Telecopy:
(813) 871-4430.


 


SECTION 9.           Amendment to CTA Agreement  The CTA Agreement is hereby amended as
follows:


 


(a)           The first paragraph of the CTA Agreement is hereby amended
by deleting the reference to “a Florida corporation” and replacing it with “a
Delaware corporation”.


 


(b)           Section 7.2 of the CTA Agreement is hereby amended by
replacing the notice address for the Master Servicer with the following: Walter
Mortgage Company, 


 


4

















 


4211 W. Boy Scout Boulevard,
Tampa Florida 33607, Attention: Miles C. Dearden, III, Telephone: (813)
871-4404, Telecopy: (813) 871-4430.


 


SECTION 10.         Amendment to BAT Agreement   The BAT Agreement is hereby amended as
follows:


 


(a)           The first paragraph of the BAT Agreement is hereby amended
by deleting the reference to “a Florida corporation” and replacing it with “a
Delaware corporation”.


 


(b)           Section 3(c)(i)(A) of the BAT Agreement is hereby
amended by deleting the reference to “the State of Florida” and replacing it
with “the State of Delaware”.


 


(c)           Section 8 of the BAT Agreement is hereby amended by
replacing the notice address for the Depositor with the following: Walter
Mortgage Company, 4211 W. Boy Scout Boulevard, Tampa Florida 33607, Attention:
Miles C. Dearden, III, Telephone: (813) 871-4404, Telecopy: (813)
871-4430.


 


(d)           The first paragraph of the Exhibit A to the BAT
Agreement is hereby amended by deleting the reference to “a Florida corporation”
and replacing it with “a Delaware corporation”.


 


SECTION 11.         Amendment to Trust Agreement  The Trust Agreement is hereby amended as
follows:


 


(a)           The first paragraph of the Trust Agreement is hereby amended
by deleting the reference to “a Florida corporation” and replacing it with “a
Delaware corporation”.


 


(b)           Section 8 of the Trust Agreement is hereby amended by
replacing the notice address for the Grantor with the following: Walter Mortgage
Company, 4211 W. Boy Scout Boulevard, Tampa Florida 33607, Attention: Miles C.
Dearden, III, Telephone: (813) 871-4404, Telecopy: (813) 871-4430.


 


SECTION 12.         Conditions Precedent.  This Amendment shall become effective, as of
the date hereof, on the date on which the following conditions precedent shall
have been fulfilled:


 


(a)           This Amendment shall have been executed and delivered by a
duly authorized officer of each party thereto.


 


(b)           The Merger Transaction shall have occurred.


 


(c)           The Borrower shall be in compliance with each of its
covenants set forth herein and each of the Operative Documents to which it is a
party.


 


(d)           No event has occurred which constitutes a Facility
Termination Event or a Potential Facility Termination Event and the Facility
Termination Date shall not have occurred.


 


5

















 


SECTION 13.         Reference to and Effect on the Agreement and the Related
Documents. Upon the
effectiveness of this Amendment, (i) the Borrower hereby reaffirms all representations
and warranties made by it in Article II of the Agreement (as amended
hereby) and agrees that all such representations and warranties shall be deemed
to have been restated as of the effective date of this Amendment, (ii) the
Borrower hereby represents and warrants that no Facility Termination Event or
Potential Facility Termination Event shall have occurred and be continuing and (ii) each
reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”
or words of like import shall mean and be, and any referenced to the Agreement
in any other document, instrument or agreement executed and/or delivered in
connection with the Agreement shall mean and be, a reference to the Agreement
as amended hereby.


 


The Depositor, Grantor and
Master Servicer hereby  (i) certifies
that the representations and warranties made by it in Section 4.1 of the
Master Servicing Agreement, Section 3(c) of the DAT Agreement, and Section 6.2(b) of
the Trust Agreement are true and correct as of the date hereof, as though made
on and as of the date hereof and (ii) agrees to comply with all of the
duties and obligations of the Depositor, Grantor and/or Master Servicer, as
applicable, under the Insurance Agreement, Master Servicing Agreement and Trust
Agreement.


 


SECTION 14.         GOVERNING LAW. 
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


 


SECTION 15.         Severability.  Each provision of this Amendment shall be
severable from every other provision of this Amendment for the purpose of
determining the legal enforceability of any provision hereof, and the
unenforceability of one or more provisions of this Amendment in one
jurisdiction shall not have the effect of rendering such provision or
provisions unenforceable in any other jurisdiction.


 


SECTION 16.         Counterparts.  This Amendment may be executed in one or more
counterparts each of which shall be deemed to be an original but all of which together
shall constitute one and the sale instrument. 
Delivery of an executed counterpart of a signature page by
facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.


 


SECTION 17.         Limitation of Liability.  It is expressly understood and agreed by the
parties hereto that (a) this Amendment is executed and delivered by
Wilmington Trust Company, not individually or personally but solely as trustee
of the Trust, in the exercise of the powers and authority conferred and vested
in it under the Trust Agreement, (b) each of the representations, undertakings
and agreements herein or therein made on the part of the Trust is made and
intended not as personal representations, undertakings and agreements by
Wilmington Trust Company but is made and intended for the purpose of binding
only the Trust and (c) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expenses of
the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Amendment.


 


[signature pages omitted]


 


6