exv10w3



 







EXHIBIT 10.3




SEVENTH OMNIBUS AMENDMENT




     THIS SEVENTH OMNIBUS AMENDMENT (this “Amendment”), dated as of June 29, 2005, is
entered into by and among CH FUNDING, LLC, (the “Borrower”), ATLANTIC ASSET SECURITIZATION
CORP, 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, successor in interest to Credit Lyonnais 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”), successor in interest to Bank One, NA
(Main Office Chicago) (“Bank One”), 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., formerly known as CH
Mortgage Company I, 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, Bank One, 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 



1









 





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, Bank One, 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, Bank One, 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, via certain assignment agreements dated as of the date hereof, Danske has assigned
100% of its interest to Calyon and Calyon has assigned a portion of such interest to Lloyds; and



     WHEREAS, the parties hereto desire to add La Fayette, as an Issuer, and 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 “Advance Rate” is hereby deleted in its entirety and replaced with the
following:




     “Advance Rate” means (i) with respect to a Conforming Loan or a Jumbo
Loan, ninety-eight percent (98%), (ii) with respect to an Alt-A Loan, ninety-seven
percent (97%), or, if a FICO Score Trigger Event has occurred and is continuing, as
reported to the Collateral Agent by the Administrative Agent, then zero, (iii) with
respect to a Second-Lien Loan or a Super Jumbo Loan, ninety-five percent (95%) and
(iv) with respect to a Subprime Loan, ninety percent (90%).



     b. The definition of “Annual Extension Date” is hereby deleted in its entirety and replaced
with the following:




     “Annual Extension Date” shall mean (i) June 28, 2006, and (ii)
thereafter, if consented to by the Lenders, the Managing Agents and the
Administrative Agent pursuant to Section 2.1(b), 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 beyond the Facility Termination Date.



2









 





     c. The definition of “CL New York Group” hereby deleted in its entirety and replaced with the
following:




     “CL New York Group” means Atlantic, CL New York, La Fayette and each
other Group Bank of Atlantic.



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




     i. clause (b) is hereby deleted in its entirety and replaced with the following:




     at any time, the portion of total Collateral Value that may be
attributable to Super Jumbo Loans shall not exceed ten percent (10%) of the
Maximum Facility Amount, which percentage represents 50% of the 20% set
forth in clause (a) above;




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




     at any time, the portion of total Collateral Value that may be
attributable to Alt-A Loans shall not exceed forty-five percent (45%) of the
Maximum Facility Amount; provided that (i) no Obligor on any Alt-A
Loan shall have a FICO Score of less than 660, and (ii) each of the Alt-A
Loans shall have a Loan-to-Value Ratio of no more than 95% and a Combined
Loan-to-Value Ratio of no more than 100%;




     iii. clause (d) is inserted as follows:




     at any time, the portion of total Collateral Value that may be
attributable to Subprime Loans shall not exceed five (5%) of the Maximum
Facility Amount; provided that (i) no Obligor on any Subprime Loan
shall have a FICO Score of less than 600, and (ii) each of the Subprime
Loans shall have a Loan-to-Value Ratio of no more than 90%;




     iv. clause (g) is hereby deleted in its entirety and replaced with the following:




     at any time, (i) 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 (except for Subprime Loans, which, if owned by
the Borrower for more than 120 days, shall be zero) and (ii) 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);



          v. in clause (i), replace both occurrences of the words “within nine (9) Business Days after
the date the Assignment was delivered to the Collateral Agent” with the



3









 







words “within nine (9) Business Days after the date of origination of the Special Mortgage
Loan”; and



          vi. “; and” is hereby inserted at the end of clause (j), and new clause (k) is inserted as
follows:




     at any time, the portion of total Collateral Value that may be
attributable to Second-Lien Loans shall not exceed five percent (5%) of the
Maximum Facility Amount, of which no more than two percent (2%), which
percentage represents 40% of the 5% set forth in the preceding clause, may
remain uncovered by a Take-Out Commitment, and any such uncovered
Second-Lien Loan shall (i) not remain uncovered for longer than 14 calendar
days and (ii) carry an adjustable interest rate; provided that (A)
no Obligor on any Second-Lien Loan shall have a FICO Score of less than 680
and (B) each of the Second-Lien Loans shall have a Combined Loan-to-Value
Ratio of no more than 100%.



     e. The following definition is inserted after the definition of “Collections”:




     “Combined Loan-to-Value Ratio” means, with respect to any Mortgage
Loan, the fraction, expressed as a percentage found by dividing the original
principal balance of all Mortgage Loans secured by a particular property by the
value of such Mortgage Loans, such value being measured by (i) the appraised value
of such property at such time, if a Mortgage Loan is a refinance of an existing loan
or (ii) the lower of the sales price of the related property at the time of
origination of a Mortgage Loan or the appraised value of such property at such time,
if a Mortgage Loan is a purchase money loan.



     f. Clause (b) of the definition of “Eligible Mortgage Loan” is hereby deleted in its entirety
and replaced with the following:




     that is a Conforming Loan, a Jumbo Loan, a Subprime Loan, a Second-Lien Loan or
an Alt-A Loan;



     g. The following definition is hereby inserted after the definition of “FHA Loan”:




     “FICO Score” means, with respect to the Obligor under a particular
Mortgage Loan, a credit rating established by Fair Isaac Corporation.



     h. The following definition is hereby inserted after the definition of “FICO Score”:




     “FICO Score Trigger Event” means that (i) the Pool Weighted FICO Score
Average has been reported, in a Servicer Monthly Report, as less than 710, (ii) a
period of seven Business Days has elapsed from the date of receipt of such report by
the Administrative Agent and (iii) the Servicer has not provided to the
Administrative Agent a revised Pool Weighted FICO Score Average that exceeds 710.



4









 





     i. The definition of “Issuer Facility Amount” is hereby deleted in its entirety and replaced
with the following:




     “Issuer Facility Amount” means (a) with respect to Atlantic and La
Fayette, on an aggregate basis, $400,000,000 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.



     j. The following definition is hereby inserted after the definition of “Jumbo Loan”:




     “La Fayette” means La Fayette Asset Securitization LLC, a Delaware
limited liability company.



     k. The definition of “Maximum Facility Amount” is hereby deleted in its entirety and replaced
with the following:




     “Maximum Facility Amount” means $500,000,000.00, as such amount may be
reduced pursuant to Section 2.1(c) of the Loan Agreement.”



     l. The definition of “Non-conforming Loan” is hereby deleted in its entirety and replaced with
the following:




     “Non-Conforming Loan” means a Subprime Loan, a Jumbo Loan or an Alt-A
Loan.



     m. The following definition is hereby inserted after the definition of “Person”:




     “Pool Weighted FICO Score Average” means, as of any Collateral
Reporting date, the ratio of (a) the sum, for all Alt-A Loans, of the product for
each Alt-A Loan of (i) its FICO Score and (ii) its original principal balance to (b)
the sum of the original principal balances of all Alt-A Loans.



     n. The following definition is hereby inserted after the definition of “S&P”:




     “Second-Lien Loan” means a Mortgage Loan secured by particular property
with respect to which at least one other higher-priority Mortgage Loan exists
secured by the same property.



     o. The following definition is hereby inserted after the definition of “Subordination
Agreement”:




     “Subprime Loan” means a Mortgage Loan (other than a Conforming Loan, a
Jumbo Loan, or Alt-A Loan) that (1) is underwritten by an Approved Investor, (2)
matches all applicable requirements for purchase under the requirements of a
Take-Out Commitment specifically issued for the purchase of such Mortgage Loan, and
(3) differs from a Conforming Loan because of the credit quality of the Obligor, and
is originated by the Originator or by a



5









 






correspondent of the Originator using the established underwriting guidelines
for subprime loans of the Originator, which are the same underwriting guidelines
that the Originator uses to originate subprime loans for sales into the secondary
mortgage market.



p. Section 5.22 is hereby amended by




          i. replacing the words “within nine (9) Business Days after the date of transfer hereunder of
any Special Mortgage Loan from the Seller” with the words “within nine (9) Business Days after the
date of origination of the Special Mortgage Loan”; and



          ii. replacing both occurrences of the words “within nine (9) Business Days after the date the
Assignment was delivered to the Collateral Agent” with the words “within nine (9) Business Days
after the date of origination of the Special Mortgage Loan”.



Section 2. Amendment to Collateral Agency Agreement.




     a. The definition of “Advance Rate” is hereby deleted in its entirety and replaced with the
following:




     “Advance Rate” means (i) with respect to a Conforming Loan or a Jumbo
Loan, ninety-eight percent (98%), (ii) with respect to an Alt-A Loan, ninety-seven
percent (97%), or, if a FICO Score Trigger Event has occurred and is continuing, as
reported to the Collateral Agent by the Administrative Agent, then zero, (iii) with
respect to a Second-Lien Loan or a Super Jumbo Loan, ninety-five percent (95%) and
(iv) with respect to a Subprime Loan, ninety percent (90%).



     b. The definition of “Annual Extension Date” is hereby deleted in its entirety and replaced
with the following:




     “Annual Extension Date” shall mean (i) June 28, 2006, and (ii)
thereafter, if consented to by the Lenders, the Managing Agents and the
Administrative Agent pursuant to Section 2.1(b), 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 beyond the Drawdown Termination Date.



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



          i. clause (b) is hereby deleted in its entirety and replaced with the following:




     at any time, the portion of total Collateral Value that may be
attributable to Super Jumbo Loans shall not exceed ten percent (10%) of the
Maximum Facility Amount, which percentage represents 50% of the 20% set
forth in clause (a) above;



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



6









 






     at any time, the portion of total Collateral Value that may be
attributable to Alt-A Loans shall not exceed forty-five percent (45%) of the
Maximum Facility Amount; provided that (i) no Obligor on any Alt-A
Loan shall have a FICO Score of less than 660, and (ii) each of the Alt-A
Loans shall have a Loan-to-Value Ratio of no more than 95% and a Combined
Loan-to-Value Ratio of no more than 100%;



          iii. clause (d) is inserted as follows:




     at any time, the portion of total Collateral Value that may be
attributable to Subprime Loans shall not exceed five (5%) of the Maximum
Facility Amount; provided that (i) no Obligor on any Subprime Loan
shall have a FICO Score of less than 600, and (ii) each of the Subprime
Loans shall have a Loan-to-Value Ratio of no more than 90%;



          iv. clause (g) is hereby deleted in its entirety and replaced with the following:




     at any time, (i) 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 (except for Subprime Loans, which, if owned by
the Borrower for more than 120 days, shall be zero) and (ii) 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);



          v. in clause (i), replace both occurrences of the words “within nine (9) Business Days after
the date the Assignment was delivered to the Collateral Agent” with the words “within nine (9)
Business Days after the date of origination of the Special Mortgage Loan”; and



          vi. “; and” is hereby inserted at the end of clause (j), and new clause (k) is inserted as
follows:




     at any time, the portion of total Collateral Value that may be
attributable to Second-Lien Loans shall not exceed five percent (5%) of the
Maximum Facility Amount, of which no more than two percent (2%), which
percentage represents 40% of the 5% set forth in the preceding clause, may
remain uncovered by a Take-Out Commitment, and any such uncovered
Second-Lien Loan shall (i) not remain uncovered for longer than 14 calendar
days and (ii) carry an adjustable interest rate; provided that (A)
no Obligor on any Second-Lien Loan shall have a FICO Score of less than 680
and (B) each of the Second-Lien Loans shall have a Combined Loan-to-Value
Ratio of no more than 100%.



     d. The following definition is inserted after the definition of “Collection Account”:



7









 






     “Combined Loan-to-Value Ratio” means, with respect to any Mortgage
Loan, the fraction, expressed as a percentage found by dividing the original
principal balance of all Mortgage Loans secured by a particular property by the
value of such Mortgage Loans, such value being measured by (i) the appraised value
of such property at such time, if a Mortgage Loan is a refinance of an existing loan
or (ii) the lower of the sales price of the related property at the time of
origination of a Mortgage Loan or the appraised value of such property at such time,
if a Mortgage Loan is a purchase money loan.



     e. Clause (b) of the definition of “Eligible Mortgage Loan” is hereby deleted in its entirety
and replaced with the following:




     that is a Conforming Loan, a Jumbo Loan, a Subprime Loan, a Second-Lien Loan or
an Alt-A Loan;



     f. The following definition is hereby inserted after the definition of “FHA Loan”:




     “FICO Score” means, with respect to the Obligor under a particular
Mortgage Loan, a credit rating established by Fair Isaac Corporation.



     g. The following definition is hereby inserted after the definition of “FICO Score”:




     “FICO Score Trigger Event” means that (i) the Pool Weighted FICO Score
Average has been reported, in a Servicer Monthly Report, as less than 710, (ii) a
period of seven Business Days has elapsed from the date of receipt of such report by
the Administrative Agent and (iii) the Servicer has not provided to the
Administrative Agent a revised Pool Weighted FICO Score Average that exceeds 710.



     h. The definition of “Issuer Facility Amount” is hereby deleted in its entirety and replaced
with the following:




     “Issuer Facility Amount” means (a) with respect to Atlantic and La
Fayette, on an aggregate basis, $400,000,000 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.



     i. The following definition is hereby inserted after the definition of “Jumbo Loan”:




     “La Fayette” means La Fayette Asset Securitization LLC, a Delaware
limited liability company.



     j. The definition of “Maximum Facility Amount” is hereby deleted in its entirety and replaced
with the following:




     “Maximum Facility Amount” means $500,000,000.00, as such amount may be
reduced pursuant to Section 2.1(c) of the Loan Agreement.”



8









 





     k. The definition of “Non-conforming Loan” is hereby deleted in its entirety and replaced with
the following:




     “Non-Conforming Loan” means a Subprime Loan, a Jumbo Loan or an Alt-A
Loan.



     l. The following definition is hereby inserted after the definition of “Person”:




     “Pool Weighted FICO Score Average” means, as of any Collateral
Reporting date, the ratio of (a) the sum, for all Alt-A Loans, of the product for
each Alt-A Loan of (i) its FICO Score and (ii) its original principal balance to (b)
the sum of the original principal balances of all Alt-A Loans.



     m. The following definition is hereby inserted after the definition of “S&P”:




     “Second-Lien Loan” means a Mortgage Loan secured by particular property
with respect to which at least one other higher-priority Mortgage Loan exists
secured by the same property.



     n. The following definition is hereby inserted after the definition of “Subordination
Agreement”:




     “Subprime Loan” means a Mortgage Loan (other than a Conforming Loan, a
Jumbo Loan, or Alt-A Loan) that (1) is underwritten by an Approved Investor, (2)
matches all applicable requirements for purchase under the requirements of a
Take-Out Commitment specifically issued for the purchase of such Mortgage Loan, and
(3) differs from a Conforming Loan because of the credit quality of the Obligor, and
is originated by the Originator or by a correspondent of the Originator using the
established underwriting guidelines for subprime loans of the Originator, which are
the same underwriting guidelines that the Originator uses to originate subprime
loans for sales into the secondary mortgage market.



     o. Section 3.7(b) is hereby amended by replacing the words “Within nine (9) Business Days
after the date that each Assignment is delivered (and inclusion of the related Special Mortgage
Loans within the computation of Collateral Value as reported on the Collateral Agent Daily Report)
to the Collateral Agent” with the words “Within nine (9) Business Days after the date of
origination of each Special Mortgage Loan”.



     p. Exhibit D-4 is hereby deleted in its entirety and replaced with Exhibit D-4, Form of
Assignment, attached hereto.



     q. Schedule I of Exhibit D-4 is hereby deleted in its entirety and replaced with Schedule I to
Form of Assignment attached hereto.



     r. Schedule III of Exhibit D-4 is hereby deleted in its entirety and replaced with Schedule
III to Form of Assignment attached hereto.



9









 





     s. Schedule I of Exhibit D-5 is hereby deleted in its entirety and replaced with Schedule I to
Form of Transfer Request attached hereto.



     t. Exhibit D-8 is hereby deleted in its entirety and replaced with Exhibit D-8, Collateral
Agent Daily Report, attached hereto.



     u. Exhibit D-9 is hereby deleted in its entirety and replaced with Exhibit D-9, Form of
Borrowing Report, attached hereto.



     v. Schedule I of Exhibit D-9 is hereby deleted in its entirety and replaced with Schedule I to
Form of Borrowing Report attached hereto.



     w. Exhibit D-11 is hereby deleted in its entirety and replaced with Exhibit D-11, Form of
Substitution Request, attached hereto.



     x. Schedule I of Exhibit D-11 is hereby deleted in its entirety and replaced with Schedule I
to Form of Assignment attached hereto.



     y. Schedule III of Exhibit D-11 is hereby deleted in its entirety and replaced with Schedule
III to Form of Assignment attached hereto.



Section 3. Amendment to Restated Loan Agreement.




     a. The definition of “Advance Rate” is hereby deleted in its entirety and replaced with the
following:




     “Advance Rate” means (i) with respect to a Conforming Loan or a Jumbo
Loan, ninety-eight percent (98%), (ii) with respect to an Alt-A Loan, ninety-seven
percent (97%), or, if a FICO Score Trigger Event has occurred and is continuing, as
reported to the Collateral Agent by the Administrative Agent, then zero, (iii) with
respect to a Second-Lien Loan or a Super Jumbo Loan, ninety-five percent (95%) and
(iv) with respect to a Subprime Loan, ninety percent (90%).



     b. The definition of “Annual Extension Date” is hereby deleted in its entirety and replaced
with the following:




     “Annual Extension Date” shall mean (i) June 28, 2006, and (ii)
thereafter, if consented to by the Lenders, the Managing Agents and the
Administrative Agent pursuant to Section 2.1(b), 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 beyond the Facility Termination Date.



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



          i. clause (b) is hereby deleted in its entirety and replaced with the following:



10









 






     at any time, the portion of total Collateral Value that may be
attributable to Super Jumbo Loans shall not exceed ten percent (10%) of the
Maximum Facility Amount, which percentage represents 50% of the 20% set
forth in clause (a) above;



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




     at any time, the portion of total Collateral Value that may be
attributable to Alt-A Loans shall not exceed forty-five percent (45%) of the
Maximum Facility Amount; provided that (i) no Obligor on any Alt-A
Loan shall have a FICO Score of less than 660, and (ii) each of the Alt-A
Loans shall have a Loan-to-Value Ratio of no more than 95% and a Combined
Loan-to-Value Ratio of no more than 100%;



          iii. clause (d) is inserted as follows:




     at any time, the portion of total Collateral Value that may be
attributable to Subprime Loans shall not exceed five (5%) of the Maximum
Facility Amount; provided that (i) no Obligor on any Subprime Loan
shall have a FICO Score of less than 600, and (ii) each of the Subprime
Loans shall have a Loan-to-Value Ratio of no more than 90%;



          iv. clause (g) is hereby deleted in its entirety and replaced with the following:




     at any time, (i) 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 (except for Subprime Loans, which, if owned by
the Borrower for more than 120 days, shall be zero) and (ii) 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);



          v. in clause (i), replace both occurrences of the words “within nine (9) Business Days after
the date the Assignment was delivered to the Collateral Agent” therein, with the words “within nine
(9) Business Days after the date of origination of the Special Mortgage Loan”; and



          vi. “; and” is hereby inserted at the end of clause (j), and new clause (k) is inserted as
follows:




     at any time, the portion of total Collateral Value that may be
attributable to Second-Lien Loans shall not exceed five percent (5%) of the
Maximum Facility Amount, of which no more than two percent (2%), which
percentage represents 40% of the 5% set forth in the preceding clause, may
remain uncovered by a Take-Out Commitment, and any such



11









 






uncovered Second-Lien Loan shall (i) not remain uncovered for longer
than 14 calendar days and (ii) carry an adjustable interest rate;
provided that (A) no Obligor on any Second-Lien Loan shall have a
FICO Score of less than 680 and (B) each of the Second-Lien Loans shall have
a Combined Loan-to-Value Ratio of no more than 100%.



     d. The following definition is inserted after the definition of “Collections”:




     “Combined Loan-to-Value Ratio” means, with respect to any Mortgage
Loan, the fraction, expressed as a percentage found by dividing the original
principal balance of all Mortgage Loans secured by a particular property by the
value of such Mortgage Loans, such value being measured by (i) the appraised value
of such property at such time, if a Mortgage Loan is a refinance of an existing loan
or (ii) the lower of the sales price of the related property at the time of
origination of a Mortgage Loan or the appraised value of such property at such time,
if a Mortgage Loan is a purchase money loan.



     e. The definition of “Commercial Paper Rate” is hereby deleted in its entirety and replaced
with the following:




     “Commercial Paper Rate” for any Interest Period for the related Advance
means:




     (a) with respect to the portion of such Advance funded by Atlantic or La
Fayette, a rate per annum equal to the sum of:




     (i) the rate or, if more than one rate, the weighted average of the
rates, determined by converting to an interest-bearing equivalent rate
per annum the discount rate (or rates) at which Commercial
Paper Notes having a term equal to such Interest Period and to be issued to
fund or to maintain such Advance by the applicable Issuer (including,
without limitation, Principal Debt and accrued and unpaid interest), may be
sold by any placement agent or commercial paper dealer selected by the
Managing Agent for the applicable Issuer, as agreed between each such agent
or dealer and the Managing Agent for the applicable Issuer, plus




     (ii) the commissions and charges charged by such placement agent or
commercial paper dealer with respect to such Commercial Paper Notes
expressed as a percentage of such face amount and converted to an
interest-bearing equivalent rate per annum, provided
the commissions and charges by the agent or dealer must in the good faith
judgment of the Managing Agent for the applicable Issuer be within market
range, plus




     (iii) the Conduit Spread; or




     (b) with respect to the portion of any Advance funded by Falcon for any
Interest Period, a rate per annum equal to the sum of;



12









 






     (i) the rate (or, if more than one rate, the weighted average of the
rates) determined by converting to an interest-bearing equivalent per annum
the discount rate (or rate) at which Commercial Paper Notes having a term
equal to such Interest Period (or portion thereof) and to be issued to fund
or to maintain such Advance by Falcon may be sold by any placement agent or
commercial paper dealer selected by Falcon, as agreed between each such
agent or dealer and Falcon, plus




     (ii) accrued commissions in respect of placement agents and commercial
paper dealers and issuing and paying agent fees incurred, in respect of such
Commercial Paper Notes, provided the commissions and charges by the
agent or dealer must in the good faith judgment of the Managing Agent for
Falcon be within market range, minus




     (iii) any payment received on such date, net of expenses in respect of
Consequential Losses related to the prepayment of any purchased interest of
Falcon, pursuant to the terms of any receivable purchase facilities funded
substantially with such Commercial Paper Notes, plus




     (iv) the Conduit Spread; or




     (c) such other rate as the applicable Issuer and the Borrower shall agree to in
writing.



     f. Clause (b) of the definition of “Eligible Mortgage Loan” is hereby deleted in its entirety
and replaced with the following:




     that is a Conforming Loan, a Jumbo Loan, a Subprime Loan, a Second-Lien Loan or
an Alt-A Loan;



     g. The following definition is hereby inserted after the definition of “FHA Loan”:




     “FICO Score” means, with respect to the Obligor under a particular
Mortgage Loan, a credit rating established by Fair Isaac Corporation.



     h. The following definition is hereby inserted after the definition of “FICO Score”:




     “FICO Score Trigger Event” means that (i) the Pool Weighted FICO Score
Average has been reported, in a Servicer Monthly Report, as less than 710, (ii) a
period of seven Business Days has elapsed from the date of receipt of such report by
the Administrative Agent and (iii) the Servicer has not provided to the
Administrative Agent a revised Pool Weighted FICO Score Average that exceeds 710.



     i. The definition of “Issuer Facility Amount” is hereby deleted in its entirety and replaced
with the following:



13









 






     “Issuer Facility Amount” means (a) with respect to Atlantic and La
Fayette, on an aggregate basis, $400,000,000 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.



     j. The following definition is hereby inserted after the definition of “Jumbo Loan”:




     “La Fayette” means La Fayette Asset Securitization LLC, a Delaware
limited liability company.



     k. The definition of “Managing Agent” is hereby deleted in its entirety and replaced with the
following:




     “Managing Agent” means, with respect to Atlantic or La Fayette, Calyon
or any successor managing agent designated by such party.



     l. The definition of “Maximum Facility Amount” is hereby deleted in its entirety and replaced
with the following:




     “Maximum Facility Amount” means $500,000,000.00, as such amount may be
reduced pursuant to Section 2.1(c) of the Loan Agreement.”



     m. The definition of “Non-conforming Loan” is hereby deleted in its entirety and replaced with
the following:




     “Non-Conforming Loan” means a Subprime Loan, a Jumbo Loan or an Alt-A
Loan.



     n. The following definition is hereby inserted after the definition of “Person”:




     “Pool Weighted FICO Score Average” means, as of any Collateral
Reporting date, the ratio of (a) the sum, for all Alt-A Loans, of the product for
each Alt-A Loan of (i) its FICO Score and (ii) its original principal balance to (b)
the sum of the original principal balances of all Alt-A Loans.



     o. The following definition is hereby inserted after the definition of “S&P”:




     “Second-Lien Loan” means a Mortgage Loan secured by particular property
with respect to which at least one other higher-priority Mortgage Loan exists
secured by the same property.



     p. The following definition is hereby inserted after the definition of “Subordination
Agreement”:




     “Subprime Loan” means a Mortgage Loan (other than a Conforming Loan, a
Jumbo Loan, or Alt-A Loan) that (1) is underwritten by an Approved Investor, (2)
matches all applicable requirements for purchase under the



14









 






requirements of a Take-Out Commitment specifically issued for the purchase of
such Mortgage Loan, and (3) differs from a Conforming Loan because of the credit
quality of the Obligor, and is originated by the Originator or by a correspondent of
the Originator using the established underwriting guidelines for subprime loans of
the Originator, which are the same underwriting guidelines that the Originator uses
to originate subprime loans for sales into the secondary mortgage market.



     q. Section 2.1(a) is hereby deleted in its entirety and replaced with the following:




     Subject to the terms of this Agreement and so long as (i) the total
Principal Debt never exceeds the Maximum Facility Amount, (ii) the Primary
Obligations never exceed the total Collateral Value of all Eligible Mortgage
Collateral, (iii) no Borrowing ever exceeds the Availability, and (iv)
Borrowings are only made on Business Days before the Drawdown Termination
Date, either or both Issuers may, in its or their sole discretion, make an
Advance, and to the extent the Issuers do not make such Advance, its Group
Banks shall, ratably in accordance with their Bank Commitments, make
Advances to the Borrower from time to time in such amounts as may be
requested by the Borrower pursuant to Section 2.3, so long as each
Borrowing is the least of (x) the Availability, (y) the Available Collateral
Value, and (z) $5,000,000 or integral multiples of $10,000 in excess
thereof. Within the limits of the Maximum Facility Amount, the Borrower may
borrow, prepay (whether pursuant to Section 2.5 or Section
3.3(a) of this Agreement or otherwise), and reborrow under this
Section 2.1.



     r. Section 2.3(a)(i) is hereby deleted in its entirety and replaced with the following:




     The Borrower shall give the Administrative Agent, each Managing Agent and the
Collateral Agent notice of each request for a Borrowing, pursuant to a Borrowing
Report, and in accordance with the provisions of Section 4.2 hereof. On the
Borrowing Date specified in the Borrowing Report and subject to all other terms and
conditions of this Agreement, either or both Issuers may, in its or their
discretion, make available to its Managing Agent at the office of its Managing Agent
set forth in Section 14.1, in immediately available funds, its share of the
Borrowing (such amount not to exceed to amount requested by the Borrower or agreed
to by the Issuer).



     s. Section 2.3(a)(ii) is hereby deleted in its entirety and replaced with the following:




     To the extent that either or both Issuers shall elect not to make a Borrowing
requested by the Borrower, each related Group Bank agrees that it shall, on the
Borrowing Date specified in the Borrowing Report and subject to all other terms and
conditions of this Agreement, make available to its Managing Agent at the office of
the Administrative Agent set forth in Section 14.1, in immediately available
funds, an amount equal to the product of (x) such Bank’s



15









 






Bank Commitment Percentage, multiplied by (y) the portion of
such Borrowing that such Issuer or Issuers has elected not to fund.



     t. Section 2.3(c)(iii) is hereby amended by replacing the words “Within nine (9) Business Days
after the date that each Assignment is delivered (and inclusion of the related Special Mortgage
Loan within the computation of Collateral Value as reported on the Collateral Agent Daily Report),
to Collateral Agent” with the words “Within nine (9) Business Days after the date of origination of
the applicable Special Mortgage Loan”.



     u. Section 2.3(c)(iv) is hereby amended by replacing both occurrences of the words “within
nine (9) Business Days after the date the Assignment was delivered to the Collateral Agent”
therein, with the words “within nine (9) Business Days after the date of origination of the
applicable Special Mortgage Loan”.



     v. Section 3.7 is hereby deleted in its entirety and replaced with the following:




     No later than 10:00 a.m. (eastern time) on the 15th day of each month (or, if
such day is not a Business Day, the next Business Day) and within twenty (20) days
after request by the Administrative Agent, the Servicer shall furnish the Borrower
and the Administrative Agent and the Managing Agents (by facsimile or electronic
transmission (a hard copy of which shall not subsequently be mailed, sent or
delivered to the Administrative Agent and the Managing Agents, unless so requested
by the Administrative Agent and the Managing Agents)) a report executed by a
Financial Officer of the Servicer or the Originator, in the form of Exhibit
F hereto (“Servicer Monthly Report”) which shall provide as of the last
day of the previous month (or of the date of such request) (i) a computation of the
Pool Weighted FICO Score Average, Default Ratio and Sixty-Day Default Ratio, (ii)
delinquency of Mortgage Loans owned by the Borrower that are financed by the Lenders
and constitute Collateral hereunder, and (iii) the other information provided for
therein. If such Servicer Monthly Report reflects a Pool Weighted FICO Score
Average below 710 then, to the extent that a FICO Score Trigger Event results
therefrom, the Administrative Agent shall so notify the Collateral Agent.



     w. Section 8.1(aa) is hereby deleted in its entirety and replaced with the following:




     the Originator’s Net Worth shall be less than $70,000,000; or



     x. Section 14.1 is hereby amended by adding the following Issuer information:




LA FAYETTE ASSET SECURITIZATION LLC

c/o Calyon New York Branch

1301 Avenue of the Americas

New York, New York 10019

Facsimile: (212) 459-3258

Attention: Conduit Securitization



16









 






With a copy to the Administrative Agent (except in the case of notice from
the Administrative Agent).



     y. Schedule I is hereby deleted in its entirety and replaced with Schedule I, Bank Commitments
and Percentages, attached hereto.



     z. Exhibit C is hereby deleted in its entirety and replaced with Exhibit C, Form of Borrowing
Report, attached hereto.



     aa. Exhibit F is hereby deleted in its entirety and replaced with Exhibit F, Form of Servicer
Monthly Report, attached hereto.



     bb. Schedule I of Exhibit C is hereby deleted in its entirety and replaced with Schedule I
attached hereto and immediately following Exhibit C of the Restated Loan Agreement.



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



{Signatures appear on the following pages.}




17









 








          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: Vice President
	 
	 	 	 	 
	ADMINISTRATIVE AGENT,

BANK, AND MANAGING

AGENT:	 	CALYON NEW YORK BRANCH, successor in interest
to Credit Lyonnais New York Branch
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kostantina Kourmpetis

 

	 	 	Name: Kostantina Kourmpetis
	 	 	Title: Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Anthony Brown

 

	 	 	Name: Anthony Brown
	 	 	Title: Vice President
	 
	 	 	 	 
	ISSUER:	 	ATLANTIC ASSET SECURITIZATION CORP.
	 	 	By: Calyon New York Branch, as Attorney in Fact
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kostantina Kourmpetis

 

	 	 	Name: Kostantina Kourmpetis
	 	 	Title: Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Anthony Brown

 

	 	 	Name: Anthony Brown
	 	 	Title: Vice President






{Signatures continue on the following page.}




18









 








	 	 	 	 	 
	ISSUER:	 	LA FAYETTE ASSET SECURITIZATION LLC
	 

	 	By:
	 	La Fayette Member, Inc., its sole member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kostantina Kourmpetis

 

	 	 	Name: Kostantina Kourmpetis
	 	 	Title: Managing Director
	 
	 	 	 	 
	 

	 	By: /s
	 	/Anthony Brown

 

	 	 	Name: Anthony Brown

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: Executive Vice President & Chief Financial Officer
	 
	 	 	 	 
	COLLATERAL AGENT:	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kathleen M. Connor
 

	 	 	Name: Kathleen M. Connor

Title: Vice President
	 
	 	 	 	 
	BANK AND MANAGING AGENT:	 	JPMORGAN CHASE BANK, N.A., successor in interest to Bank
One, NA (Main Office Chicago)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jill T. Lane
 

	 	 	Name: Jill T. Lane

Title: Vice President






19









 






	 	 	 	 	 
	ISSUER:	 	FALCON ASSET SECURITIZATION CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jill T. Lane
 

	 	 	Name: Jill T. Lane
	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	BANK:	 	LLOYDS TSB BANK PLC,
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kathy Simmons

 

	 	 	Name: Kathy Simmons
	 	 	Title: Director Structured Finance S034
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Amy Vespasiano

 

	 	 	Name: Amy Vespasiano
	 	 	Title: Director Structured Finance V024






20









 






SCHEDULE I




BANK COMMITMENTS AND PERCENTAGES




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Bank	 	 
	 	 	Bank	 	Commitment	 	Group Bank
	 Bank	 	Commitment	 	Percentage	 	Percentage
	CALYON NEW YORK BRANCH
	 			 	 	 			 	 		
	LLOYDS TSB BANK PLC
	 			 	 	 			 	 		
	JPMORGAN CHASE BANK
	 			 	 	 			 	 		
	TOTAL
	 	$	500,000,000	 	 	 	100	%	 	 	100	%






 









 






EXHIBIT D-4




FORM OF ASSIGNMENT




     Date: ___, ___



	 	 	 	 	 
	 

	 	To:
	 	U.S. BANK NATIONAL ASSOCIATION
	 

	 	 	 	800 Nicollet
	 

	 	 	 	Mail Code BC-MN-H03B
	 

	 	 	 	Minneapolis, MN 55402
	 

	 	 	 	Telephone: (612) 303-3581
	 

	 	 	 	Facsimile: (612) 303-2253







			
	Re:	 	(i) Loan Agreement entered into as of July 9, 2002 among CH FUNDING,
LLC (the “Borrower”), 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., 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”) and (ii) Collateral Agency Agreement dated as of
July 9, 2002 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Collateral Agency
Agreement”) among the Borrower, the Administrative Agent, and U.S.
BANK NATIONAL ASSOCIATION, in its capacity as the collateral agent
(the “Collateral Agent”). Capitalized terms used herein, and not
otherwise defined herein, shall have the meanings assigned to such
terms in the Loan Agreement or Collateral Agency Agreement, as
applicable.






     For value received and pursuant to the Loan Agreement and the Collateral Agency Agreement, as
Collateral for the Obligations, the undersigned Borrower hereby transfers, assigns, pledges and
sets over to the Administrative Agent, for the benefit of the holders of the Obligations, and
hereby grants to the Administrative Agent, for the benefit of the holders of the Obligations, a
security interest in (1) each Mortgage Loan described on Schedule II attached hereto and
made a part hereof (the Principal Mortgage Documents of which are being delivered to the Collateral
Agent herewith) and (2) each Mortgage Loan described on Schedule III attached hereto and
made a part hereof (the Principal Mortgage Documents of which are to be delivered herewith to the
Collateral Agent within nine (9) Business Days from the date of origination of the Special Mortgage
Loan). It is understood that all deliveries hereunder shall be to the Collateral Agent (as agent
and bailee for the Administrative Agent) or the Administrative Agent (for the benefit of holders of
the Obligations), as the case may be, pursuant to the Collateral Agency Agreement.



     The Borrower represents and warrants to the Administrative Agent and the Collateral Agent, in
each case, for the benefit of the holders of the Obligations that the Borrower currently holds, in
trust for the Administrative Agent for the benefit of the holders of the Obligations, all of the
Other Mortgage Documents, as required by Section 3.2(c) of the Loan Agreement, for each Mortgage
Loan described in Schedule II. Further, the Borrower represents and warrants that all
information provided with this Assignment, including the information contained on



 









 




Schedule II, and III, is true and correct and that all of the Principal Mortgage
Documents for each of the Mortgage Loans described in Schedule II accompany this Assignment
and are delivered to the Collateral Agent for the benefit of the holders of the Obligations free
and clear of any liens other than that of the Administrative Agent upon the application of any
related Advance to pay off any prior lienholder as required by the Loan Agreement and under the
Collateral Agency Agreement. The Borrower also represents and warrants that unless otherwise noted
on Schedule I and III to this Assignment, the date of origination of each Special Mortgage Loan
assigned by this Assignment is the date of this Assignment.



This Assignment shall be binding upon, and inure to the benefit of, the successors and assigns of
the Borrower, the Collateral Agent and the Administrative Agent for the benefit of the holders of
the Obligations. Capitalized terms used in this Assignment and not otherwise defined herein have
the meanings given thereto in the Loan Agreement.



THIS ASSIGNMENT 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).



THIS ASSIGNMENT AND THE OTHER TRANSACTION DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



In witness whereof, the Borrower has caused this Assignment to be executed and delivered on the
first date above written.




	 	 	 	 	 
	 	CH FUNDING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 










 







SCHEDULE I TO FORM OF ASSIGNMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	I.	 	Change in
Borrowings Requested	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current
	 	Prior Unmatured Borrowings in Place
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(1) Amt of Borrowings (maturing)	 	 	 	—	 	 	 	—	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(2) New Borrowing requested	 	 	 	—	 	 	 	—	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(3) Borrowing or Substitution Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(4) Int. Period Maturity/Term (days)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Jumbo
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Super	 	Second-	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Total	 	Conforming	 	Alt A	 	Sub Prime	 	All	 	Only	 	Lien Loans	 	 	 	 	 	 	 	 
	 
	 	(5) Maximum Facility Amount/Sublimits	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II.
	 	Prior to Request	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(10) Collateral Value (mtgs) per CA report	 	 	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(11) Special Mtg Loans (wet)	 	 	 	—	 	> Nine (9) Business Days from origination.
	 
	 	(12) Non Spec Mtg Loans (dry)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(13) Collateral Value (Cash Collection)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(14) Total Collateral Value	 	 	 	—	 	—	 	Collateral in pool for over 120 days
	 	 	 	 	 	 	 	 
	 
	 	(15) Total Borrowings/Principal Debt	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(16) Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(17) Non Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(18) Primary Obligations — Total	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III.	 	Substitutions or
Change in Borrowings only (Assignments to be attached)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(20) Unpaid Mortgage Loan Balance *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(21) Take Out Commitments *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(22) Lesser of (20) or (21)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(23) Advance Rate	 	 	 	 	 	98%	 	97%	 	90%	 	98%	 	95%	 	 	95	%	 	 	 	 	 	 	 	 
	 
	 	(24) Collateral Value *	 	 	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(25) Special Mtg Loans (wet) *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(26) Non Spec Mtg Loans (dry) *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(27) Collateral Value Cash — Collection *	 	 	 	 	 	_ Amt of Cash Collateral to be (swept) by Collateral Agent
	 
	 	(28) Collateral Value Change *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(29) Net Borrowings/Principal Debt *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(30) Special Borrowings *	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(31) Non Special Borrowings *	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(32) Primary Obligations *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	          * — Denotes net change of new assets less previous assets being substituted/removed/matured.	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV.
	 	Portfolio After Request	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(40) Collateral Value (mortgages)	 	 	 	—	 	—	 	—	 	—	 	—	 	—
	 
	 	(41) Special Mtg Loans (wet)	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(42) Non Spec Mtg Loans (dry)	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(43) Collateral Value Cash — Collection	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(44) Total Collateral Value	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(45) Total Borrowings/Principal Debt	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 	 	(46) Special Borrowings	 	0%	 	—	 	< 50% if last five or 1st five bus. days of mo., < 30% otherwise
	 
	 	(47) Non Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(48) Primary Obligations — Total	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 	 	(49) Overcollateralized (44) — (48)	 	 	 	—	 	_ Must be > $0 for Collateral Agent to sweep/substitute.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V.	 	Sublimit Tests	 	 	 	 	 	 	 	 	 	 	 	 	 	Jumbo

	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Super
	 	Second-
	 

	 	Test
	 	Spec. Borr. 30%
	 	Spec Borr 50%
	 	120 Day
	 	Alt A
	 	Sub Prime
	 	All
	 	Only
	 	Lien Loans
	 

	 	Results
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK






 









 






	 	 	 	 	 
	 

	 	(44) Total Collateral Value
	 	—
	 
	 	 	 	 
	VI.	 	Special Mortgages Loans with Date of Origination Different from Date of Assignment:







 









 






SCHEDULE III TO FORM OF ASSIGNMENT




Mortgage Loans in which the Administrative Agent

is Granted a Security Interest for the Benefit of

the Holders of the Obligations and with Respect to which the

Principal Mortgage Documents are to be Delivered within nine (9) Business Days from the date of

origination. Unless otherwise noted on this Schedule and Schedule I, the date of origination of

each Special Mortgage Loan assigned by this Assignment is the date of this Assignment.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Take-Out	 
	Originator’s	 	Principal	 	 	Collateral	 	 	 	 	 	 	 	 	 	 	Loan	 	 	Take-Out	 	 	Commitment	 
	Loan Number	 	Amount	 	 	Value	 	 	Obligor	 	 	Interest Rate	 	 	Type	 	 	Commitment	 	 	Price	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 








SCHEDULE
I TO FORM OF ASSIGNMENT REQUEST




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	I.	 	Change in
Borrowings Requested	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current
	 	Prior Unmatured Borrowings in Place
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(1) Amt of Borrowings (maturing)	 	 	 	—	 	 	 	—	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(2) New Borrowing requested	 	 	 	—	 	 	 	—	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(3) Borrowing or Substitution Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(4) Int. Period Maturity/Term (days)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Jumbo
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Super	 	Second-	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Total	 	Conforming	 	Alt A	 	Sub Prime	 	All	 	Only	 	Lien Loans	 	 	 	 	 	 	 	 
	 
	 	(5) Maximum Facility Amount/Sublimits	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II.
	 	Prior to Request	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(10) Collateral Value (mtgs) per CA report	 	 	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(11) Special Mtg Loans (wet)	 	 	 	—	 	> Nine (9) Business Days from origination.
	 
	 	(12) Non Spec Mtg Loans (dry)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(13) Collateral Value (Cash Collection)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(14) Total Collateral Value	 	 	 	—	 	—	 	Collateral in pool for over 120 days
	 	 	 	 	 	 	 	 
	 
	 	(15) Total Borrowings/Principal Debt	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(16) Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(17) Non Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(18) Primary Obligations - Total	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III.	 	Substitutions or
Change in Borrowings only(Assignments to be
attached)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(20) Unpaid Mortgage Loan Balance *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(21) Take Out Commitments *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(22) Lesser of (20) or (21)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(23) Advance Rate	 	 	 	 	 	98%	 	97%	 	90%	 	98%	 	95%	 	 	95	%	 	 	 	 	 	 	 	 
	 
	 	(24) Collateral Value *	 	 	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(25) Special Mtg Loans (wet) *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(26) Non Spec Mtg Loans (dry) *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(27) Collateral Value Cash — Collection *	 	 	 	 	 	_ Amt of Cash Collateral to be (swept) by Collateral Agent
	 
	 	(28) Collateral Value Change *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(29) Net Borrowings/Principal Debt *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(30) Special Borrowings *	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(31) Non Special Borrowings *	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(32) Primary Obligations *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	          * — Denotes net change of new assets less previous assets being substituted/removed/matured.	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV.
	 	Portfolio After Request	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(40) Collateral Value (mortgages)	 	 	 	—	 	—	 	—	 	—	 	—	 	—
	 
	 	(41) Special Mtg Loans (wet)	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(42) Non Spec Mtg Loans (dry)	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(43) Collateral Value Cash - Collection	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(44) Total Collateral Value	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(45) Total Borrowings/Principal Debt	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 	 	(46) Special Borrowings	 	0%	 	—	 	< 50% if last five or 1st five bus. days of mo., < 30% otherwise
	 
	 	(47) Non Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(48) Primary Obligations - Total	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 	 	(49) Overcollateralized (44) — (48)	 	 	 	—	 	_ Must be > $0 for Collateral Agent to sweep/substitute.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V.	 	Sublimit Tests	 	 	 	 	 	 	 	 	 	 	 	 	 	Jumbo

	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Super
	 	Second-
	 

	 	Test
	 	Spec. Borr. 30%
	 	Spec Borr 50%
	 	120 Day
	 	Alt A
	 	Sub Prime
	 	All
	 	Only
	 	Lien Loans
	 

	 	Results
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK






 









 




VI.
Special Mortgages Loans with Date of Origination Different from Date
of Assignment:




 









 








EXHIBIT D-8




COLLATERAL AGENT DAILY REPORT




Calyon New York Branch

Facsimile No.: (212) 459-3258

Attention: Structured Finance



	 	 	 	 	 
	Re:

	 	CH FUNDING, LLC
	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 





We refer to the Collateral Agency Agreement dated as of July 9, 2002, by and among CH Funding, LLC,
Calyon New York Branch, in its capacity as administrative agent (the “Administrative
Agent”) for the “Lenders” (under and as defined in that certain Loan Agreement referred to
therein), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent (the
“Collateral Agent”) (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Collateral Agency Agreement”). Capitalized terms used
herein, and not otherwise defined herein, shall have the meanings assigned to such terms in the
Collateral Agency Agreement.



Pursuant to Section 3.5 of the Loan Agreement and Section 3.8(a) of the Collateral
Agency Agreement, the Collateral Agent hereby confirms that as of
___, ___:





     1. The Collateral Value of all Eligible Mortgage Collateral is $___, as more
fully set forth on Schedule I.




     2. The Collateral Value of all Special Mortgage Loans (excluding the Special Mortgage
Loans for which the Principal Mortgage Documents have not been delivered to the Collateral
Agent and which Special Mortgage Loans have been included in the Collateral Value for more
than nine (9) Business Days after the date of origination of the applicable Special Mortgage
Loan) is $___.




     3. The Collateral Value of all Mortgage Loans that have been included in Eligible
Mortgage Loans for more than 120 days and less than 180 days is $___.




     4. The portion of total Collateral Value attributable (A) to Jumbo Loans does not
exceed twenty percent (20%) of the Maximum Facility Amount, (B) to Super Jumbo Loans does
not exceed ten percent (10%) of the Maximum Facility Amount, which amount represents 50% of
the amount set forth in the preceding subclause (A), (C) to Alt-A Loans does not exceed
forty-five percent (45%) of the Maximum Facility Amount, (D) to Subprime Loans does not
exceed five (5%) of the Maximum Facility Amount, (E) to Second-Lien Loans does not exceed
five percent (5%) of the Maximum Facility Amount, of which no more than two percent (2%) is
uncovered by a Take-Out Commitment, which two percent (2%) represents 40% of the 5% set
forth in the preceding subclause,



 









 






     (F) to Special Mortgage Loans that within nine (9) Business Days after the date of
origination of the related Special Mortgage Loan, except the first five and last five
Business Days of any month, does not exceed thirty percent (30%) of the Maximum Facility
Amount, and (G) to Special Mortgage Loans that within nine (9) Business Days after the date
of origination of the related Special Mortgage Loan during the first five and last five
Business Days of any month does not exceed fifty percent (50%) of the Maximum Facility
Amount.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Collateral Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






 









 






EXHIBIT D-9




FORM OF BORROWING REPORT





	 	 	TO: CALYON NEW YORK BRANCH as Administrative Agent under the Loan Agreement referred to below
	 
	 	 	Attn: Florence Reyes
	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as the Collateral Agent for the Lenders under the Loan
Agreement referred to below






	1.	 	CH FUNDING, LLC hereby requests the following Borrowing or Collateral Substitution (the
“Requested Borrowing”) in the amount and on the Borrowing Date herein specified,
pursuant to the Loan Agreement (the “Loan Agreement”) dated as of July 9, 2002 among
CH FUNDING, LLC, a Delaware limited liability company (hereinafter, together with its
successors and assigns, the “Borrower”), ATLANTIC ASSET SECURITIZATION CORP., a
Delaware corporation (hereinafter, together with its successors and assigns,
“Atlantic”), CALYON NEW YORK BRANCH (“Calyon”), as a Bank and the
Administrative Agent, and DHI MORTGAGE COMPANY, LTD., a Texas limited partnership
(hereinafter, together with its successors and assigns, “DHI Mortgage”), as Servicer,
as modified or amended from time to time. Capitalized terms used and not otherwise defined
herein have the meanings given thereto in the Loan Agreement.
	 
	2.	 	Type of Request:
	 
	 	 	o Borrowing, as described in Schedule I.
	 
	 	 	o Collateral Substitution, as described in Schedule I.
	 
	3.	 	The undersigned officer of the Borrower hereby represents and certifies, and the undersigned
officer of the Servicer hereby confirms, for the benefit of the Lenders and the Agent that
after giving effect to the Requested Borrowing/Substitution as described above, and detailed
in the attached Schedule I:





	 	 	 	 	 	 	 
	 

	 	(a)
	 	Maximum Facility Amount is
	 	$                    
	 

	 	(b)
	 	Total Principal Debt is
	 	$                    
	 

	 	(c)
	 	Availability is
	 	$                    
	 

	 	(d)
	 	Primary Obligations is
	 	$                    
	 

	 	(e)
	 	Collateral Value is
	 	$                    







	4.	 	The undersigned officer of the Borrower hereby represents and warrants, and the undersigned
officer of the Servicer hereby confirms, for the benefit of the Lenders and the Agent, that:






	 	(a)	 	The Borrower is entitled to receive the Requested Borrowing under the terms and
conditions of the Loan Agreement (and pursuant to the Assignment, if any,




 









 






	 	 	 	executed in connection herewith, the Borrower grants to the Administrative Agent a
security interest in the Collateral described in such Assignment);
	 
	 	(b)	 	(i) if the Requested Borrowing is not a Special Borrowing, all Principal
Mortgage Documents required under Section 3.2(b) of the Loan Agreement and that
relate to the Mortgage Loans identified on Schedule II to the Assignment, if
any, executed in connection herewith have been delivered to the Collateral Agent, and
(ii) if the Requested Borrowing is a Special Borrowing, either (A) all such documents
that relate to Schedule II to the Assignment shall be delivered to the
Collateral Agent within nine (9) Business Days after the date of origination of the
applicable Special Mortgage Loan, as required under Section 2.3(c) of the Loan
Agreement, or (B) the Principal Debt that has been borrowed against such Mortgage Loans
shall be repaid in full as and to the extent required under Section 2.3(d) of
the Loan Agreement;
	 
	 	(c)	 	all Mortgage Loans, Principal Mortgage Documents and Other Mortgage Documents
in which the Administrative Agent is granted a security interest pursuant to the
Assignment, if any, in connection herewith, comply in all respects with the applicable
requirements set forth in the Loan Agreement and the Security Agreement;
	 
	 	(d)	 	at all times relevant to this Agreement, total Collateral Value attributable to
the types or categories of Collateral referred to in the definition of Collateral Value
has not, and does not now, exceed the limitations established in such definition;
	 
	 	(e)	 	no Default or Event of Default has occurred or is continuing;
	 
	 	(f)	 	no change or event that constitutes a Material Adverse Effect as to the
Borrower has occurred;
	 
	 	(g)	 	If at any time the total Collateral Value of all Eligible Mortgage Collateral
is less than the Primary Obligations, the Borrower either provided additional Eligible
Mortgage Collateral with a sufficient Collateral Value or paid Principal Debt in an
amount sufficient to correct the deficiency within two Business Days after notice.






	5.	 	The representations and warranties of the Borrower and the Servicer contained in the Loan
Agreement and those contained in each other Transaction Document to which the Borrower or the
Servicer is a party are true and correct in all material respects on and as of the date
hereof. The Borrower also represents and warrants that unless otherwise noted on Schedule I
to this Requested Borrowing, the date of origination of each Special Mortgage Loan is the date
such Special Mortgage Loan was assigned to the Collateral Agent.
	 
	6.	 	All of the conditions applicable to the Requested Borrowing pursuant to Section 4.2
of the Loan Agreement are and will be satisfied immediately before and after giving effect to
the Requested Borrowing.




 









 











	 	 	 	 	 	 	 
	 	 	 	 	CH FUNDING, LLC,
	 	 	 	 	  as the Borrower
	 
	 	 	 	 	 	 
	Date:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	 	 	DHI MORTGAGE COMPANY, LTD.
	 	 	 	 	as the Servicer
	 
	 	 	 	 	 	 
	 	 	 	 	By: DHI MORTGAGE COMPANY, GP, INC.,
	Date:
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 





 









 









SCHEDULE
I TO FORM OF BORROWING ASSIGNMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	I.	 	Change in Borrowings Requested	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current
	 	Prior Unmatured Borrowings in Place
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(1) Amt of Borrowings (maturing)	 	 	 	—	 	 	 	—	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(2) New Borrowing requested	 	 	 	—	 	 	 	—	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(3) Borrowing or Substitution Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(4) Int. Period Maturity/Term (days)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Jumbo
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Super	 	Second-	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Total	 	Conforming	 	Alt A	 	Sub Prime	 	All	 	Only	 	Lien Loans	 	 	 	 	 	 	 	 
	 
	 	(5) Maximum Facility Amount/Sublimits	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II.
	 	Prior to Request	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(10) Collateral Value (mtgs) per CA report	 	 	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(11) Special Mtg Loans (wet)	 	 	 	—	 	> Nine (9) Business Days from origination.
	 
	 	(12) Non Spec Mtg Loans (dry)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(13) Collateral Value (Cash Collection)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(14) Total Collateral Value	 	 	 	—	 	—	 	Collateral in pool for over 120 days
	 	 	 	 	 	 	 	 
	 
	 	(15) Total Borrowings/Principal Debt	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(16) Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(17) Non Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(18) Primary Obligations - Total	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III.	 	Substitutions or Change in Borrowings only (Assignments to be attached)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(20) Unpaid Mortgage Loan Balance *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(21) Take Out Commitments *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(22) Lesser of (20) or (21)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(23) Advance Rate	 	 	 	 	 	98%	 	97%	 	90%	 	98%	 	95%	 	 	95	%	 	 	 	 	 	 	 	 
	 
	 	(24) Collateral Value *	 	 	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(25) Special Mtg Loans (wet) *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(26) Non Spec Mtg Loans (dry) *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(27) Collateral Value Cash — Collection *	 	 	 	 	 	_ Amt of Cash Collateral to be (swept) by Collateral Agent
	 
	 	(28) Collateral Value Change *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(29) Net Borrowings/Principal Debt *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(30) Special Borrowings *	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(31) Non Special Borrowings *	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(32) Primary Obligations *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	          * — Denotes net change of new assets less previous assets being substituted/removed/matured.	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV.
	 	Portfolio After Request	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(40) Collateral Value (mortgages)	 	 	 	—	 	—	 	—	 	—	 	—	 	—
	 
	 	(41) Special Mtg Loans (wet)	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(42) Non Spec Mtg Loans (dry)	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(43) Collateral Value Cash - Collection	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(44) Total Collateral Value	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(45) Total Borrowings/Principal Debt	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 	 	(46) Special Borrowings	 	0%	 	—	 	< 50% if last five or 1st five bus. days of mo., < 30% otherwise
	 
	 	(47) Non Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(48) Primary Obligations - Total	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 	 	(49) Overcollateralized (44) — (48)	 	 	 	—	 	_ Must be > $0 for Collateral Agent to sweep/substitute.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V.	 	Sublimit Tests	 	 	 	 	 	 	 	 	 	 	 	 	 	Jumbo

	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Super
	 	Second-
	 

	 	Test
	 	Spec. Borr. 30%
	 	Spec Borr 50%
	 	120 Day
	 	Alt A
	 	Sub Prime
	 	All
	 	Only
	 	Lien Loans
	 

	 	Results
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK






 









 




VI.
Special Mortgages Loans with Date of Origination Different from Date
of Assignment:




 









 








EXHIBIT D-11




FORM OF SUBSTITUTION REQUEST




     Date: ___, ___



	 	 	 	 	 
	 

	 	To:
	 	U.S. BANK NATIONAL ASSOCIATION

800 Nicollet

Mail Code BC-MN-H03B

Minneapolis, MN 55402

Telephone: (612) 303-3581

Facsimile: (612) 303-2253







			
	Re:	 	(i) Loan Agreement entered into as of July 9, 2002 among CH FUNDING,
LLC (the “
Borrower”), 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., 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”) and (ii) Collateral Agency Agreement dated as of
July 9, 2002 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Collateral Agency
Agreement”) among the Borrower, the Administrative Agent, and U.S.
BANK NATIONAL ASSOCIATION, in its capacity as the collateral agent
(the “Collateral Agent”). Capitalized terms used herein, and not
otherwise defined herein, shall have the meanings assigned to such
terms in the Loan Agreement or Collateral Agency Agreement, as
applicable.






     For value received and pursuant to the Loan Agreement and the Collateral Agency Agreement, as
Collateral for the Obligations, the undersigned Borrower hereby transfers, assigns, pledges and
sets over to the Administrative Agent, for the benefit of the holders of the Obligations, and
hereby grants to the Administrative Agent, for the benefit of the holders of the Obligations, a
security interest in (1) each Mortgage Loan described on Schedule II attached hereto and
made a part hereof (the Principal Mortgage Documents of which are being delivered to the Collateral
Agent herewith) and (2) each Mortgage Loan described on Schedule III attached hereto and
made a part hereof (the Principal Mortgage Documents of which are to be delivered herewith to the
Collateral Agent within nine (9) Business Days from the date of origination of the applicable
Special Mortgage Loan). It is understood that all deliveries hereunder shall be to the Collateral
Agent (as agent and bailee for the Administrative Agent) or the Administrative Agent (for the
benefit of holders of the Obligations), as the case may be, pursuant to the Collateral Agency
Agreement.



     You are hereby directed to remove the amount of $___from the Collection Account
and wire such amount for deposit to ___.



     The Borrower represents and warrants to the Administrative Agent and the Collateral Agent, in
each case, for the benefit of the holders of the Obligations that the Borrower currently holds, in
trust for the Administrative Agent for the benefit of the holders of the Obligations, all



 









 




of the Other Mortgage Documents, as required by Section 3.2(c) of the Loan Agreement, for each
Mortgage Loan described in Schedule II. Further, the Borrower represents and warrants that
all information provided with this Substitution Request, including the information contained on
Schedule II, and III, is true and correct and that all of the Principal Mortgage
Documents for each of the Mortgage Loans described in Schedule II accompany this
Substitution Request and are delivered to the Collateral Agent for the benefit of the holders of
the Obligations free and clear of any liens other than that of the Administrative Agent upon the
application of any related Advance to pay off any prior lienholder as required by the Loan
Agreement and under the Collateral Agency Agreement. The Borrower also represents and warrants
that unless otherwise noted on Schedule I and III to this Substitution Request, the date of
origination of each Special Mortgage Loan is the date such Special Mortgage Loan was assigned to
the Collateral Agent.



This Substitution Request shall be binding upon, and inure to the benefit of, the successors and
assigns of the Borrower, the Collateral Agent and the Administrative Agent for the benefit of the
holders of the Obligations. Capitalized terms used in this Substitution Request and not otherwise
defined herein have the meanings given thereto in the Loan Agreement.



THIS SUBSTITUTION REQUEST 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).



THIS SUBSTITUTION REQUEST AND THE OTHER TRANSACTION DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



In witness whereof, the Borrower and the Servicer have caused this Substitution Request to be
executed and delivered on the first date above written.




	 	 	 	 	 
	 	 	CH FUNDING, LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	DHI MORTGAGE COMPANY, LTD.
	 
	 	 	 	 
	 	 	By:      DHI Mortgage Company GP, Inc.,
	 	 	its general partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 





 









 






	 	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






 









 








SCHEDULE
I TO FORM OF SUBSTITUTION REQUEST




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	I.	 	Change in
Borrowings Requested	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current
	 	Prior Unmatured Borrowings in Place
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(1) Amt of Borrowings (maturing)	 	 	 	—	 	 	 	—	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(2) New Borrowing requested	 	 	 	—	 	 	 	—	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(3) Borrowing or Substitution Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(4) Int. Period Maturity/Term (days)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Jumbo
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Super	 	Second-	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Total	 	Conforming	 	Alt A	 	Sub Prime	 	All	 	Only	 	Lien Loans	 	 	 	 	 	 	 	 
	 
	 	(5) Maximum Facility Amount/Sublimits	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II.
	 	Prior to Request	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(10) Collateral Value (mtgs) per CA report	 	 	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(11) Special Mtg Loans (wet)	 	 	 	—	 	> Nine (9) Business Days from origination.
	 
	 	(12) Non Spec Mtg Loans (dry)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(13) Collateral Value (Cash Collection)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(14) Total Collateral Value	 	 	 	—	 	—	 	Collateral in pool for over 120 days
	 	 	 	 	 	 	 	 
	 
	 	(15) Total Borrowings/Principal Debt	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(16) Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(17) Non Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(18) Primary Obligations - Total	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III.	 	Substitutions or
Change in Borrowings only (Assignments to be
attached)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(20) Unpaid Mortgage Loan Balance *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(21) Take Out Commitments *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(22) Lesser of (20) or (21)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(23) Advance Rate	 	 	 	 	 	98%	 	97%	 	90%	 	98%	 	95%	 	 	95	%	 	 	 	 	 	 	 	 
	 
	 	(24) Collateral Value *	 	 	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(25) Special Mtg Loans (wet) *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(26) Non Spec Mtg Loans (dry) *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(27) Collateral Value Cash — Collection *	 	 	 	 	 	_ Amt of Cash Collateral to be (swept) by Collateral Agent
	 
	 	(28) Collateral Value Change *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(29) Net Borrowings/Principal Debt *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(30) Special Borrowings *	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(31) Non Special Borrowings *	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(32) Primary Obligations *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	          * — Denotes net change of new assets less previous assets being substituted/removed/matured.	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV.
	 	Portfolio After Request	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(40) Collateral Value (mortgages)	 	 	 	—	 	—	 	—	 	—	 	—	 	—
	 
	 	(41) Special Mtg Loans (wet)	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(42) Non Spec Mtg Loans (dry)	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(43) Collateral Value Cash - Collection	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(44) Total Collateral Value	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(45) Total Borrowings/Principal Debt	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 	 	(46) Special Borrowings	 	0%	 	—	 	< 50% if last five or 1st five bus. days of mo., < 30% otherwise
	 
	 	(47) Non Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(48) Primary Obligations — Total	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 	 	(49) Overcollateralized (44) — (48)	 	 	 	—	 	_ Must be > $0 for Collateral Agent to sweep/substitute.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V.	 	Sublimit Tests	 	 	 	 	 	 	 	 	 	 	 	 	 	Jumbo

	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Super
	 	Second-
	 

	 	Test
	 	Spec. Borr. 30%
	 	Spec Borr 50%
	 	120 Day
	 	Alt A
	 	Sub Prime
	 	All
	 	Only
	 	Lien Loans
	 

	 	Results
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK





VI.
Special Mortgages Loans with Date of Origination Different from Date
of Assignment:


 









 





SCHEDULE
III TO FORM OF SUBSTITUTION REQUEST




Mortgage Loans in which the Administrative Agent

is Granted a Security Interest for the Benefit of

the Holders of the Obligations and with Respect to which the

Principal Mortgage Documents are to be Delivered within nine (9) Business Days from the date of

origination. Unless otherwise noted on this Schedule and Schedule I, the date of origination of

each Special Mortgage Loan is the date such Special Mortgage Loan was assigned to the Collateral

Agent.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Take-Out	 
	Originator’s	 	Principal	 	 	Collateral	 	 	 	 	 	 	 	 	 	 	Loan	 	 	Take-Out	 	 	Commitment	 
	Loan Number	 	Amount	 	 	Value	 	 	Obligor	 	 	Interest Rate	 	 	Type	 	 	Commitment	 	 	Price	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






EXHIBIT C




FORM
OF BORROWING REPORT





	 	 	TO: CALYON NEW YORK BRANCH as Administrative Agent under the Loan Agreement referred to below
	 
	 	 	Attn: Florence Reyes
	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as the Collateral Agent for the Lenders under the Loan
Agreement referred to below
	 
	1.	 	CH FUNDING, LLC hereby requests the following Borrowing or Collateral Substitution (the
“Requested Borrowing”) in the amount and on the Borrowing Date herein specified,
pursuant to the Amended and Restated Loan Agreement (the “Loan Agreement”), dated as
of July 25, 2003, among CH FUNDING, LLC, a Delaware limited liability company (hereinafter,
together with its successors and assigns, the “Borrower”), ATLANTIC ASSET
SECURITIZATION CORP., a Delaware corporation (hereinafter, together with its successors and
assigns, “Atlantic”), FALCON ASSET SECURITIZATION CORPORATION, a Delaware corporation
(hereinafter, together with its successors and assigns, “Falcon”), CALYON NEW YORK
BRANCH (“Calyon”), as a Bank, as a Managing Agent, and the Administrative Agent, BANK
ONE, NA (MAIN OFFICE CHICAGO), as a Bank and as a Managing Agent, LLOYDS TSB BANK PLC, as a
Bank, and DHI MORTGAGE COMPANY, LTD., a Texas limited partnership (hereinafter, together with
its successors and assigns, “DHI Mortgage”), as Servicer, as the same may be amended
or modified from time to time. Capitalized terms used and not otherwise defined herein have
the meanings given thereto in the Loan Agreement.
	 
	3.	 	Type of Request:
	 
	 	 	o Borrowing, as described in Schedule I.
	 
	 	 	o Collateral Substitution, as described in Schedule I.
	 
	3.	 	The undersigned officer of the Borrower hereby represents and certifies, and the undersigned
officer of the Servicer hereby confirms, for the benefit of the Lenders and the Agent that
after giving effect to the Requested Borrowing/Substitution as described above, and detailed
in the attached Schedule I:





	 	 	 	 	 	 	 
	 

	 	(a)
	 	Maximum Facility Amount is
	 	$                    
	 

	 	(b)
	 	Total Principal Debt is
	 	$                    
	 

	 	(c)
	 	Availability is
	 	$                    






 









 






	 	 	 	 	 	 	 
	 

	 	(d)
	 	Primary Obligations is
	 	$                    
	 

	 	(e)
	 	Collateral Value is
	 	$                    







	4.	 	The undersigned officer of the Borrower hereby represents and warrants, and the undersigned
officer of the Servicer hereby confirms, for the benefit of the Lenders and the Agent, that:






	 	(a)	 	The Borrower is entitled to receive the Requested Borrowing under the terms and
conditions of the Loan Agreement (and pursuant to the Assignment, if any, executed in
connection herewith, the Borrower grants to the Administrative Agent a security
interest in the Collateral described in such Assignment);
	 
	 	(b)	 	(i) if the Requested Borrowing is not a Special Borrowing, all Principal
Mortgage Documents required under Section 3.2(b) of the Loan Agreement and that
relate to the Mortgage Loans identified on Schedule II to the Assignment, if
any, executed in connection herewith have been delivered to the Collateral Agent, and
(ii) if the Requested Borrowing is a Special Borrowing, either (A) all such documents
that relate to Schedule III to the Assignment shall be delivered to the
Collateral Agent within nine (9) Business Days after the date of origination of the
related Special Mortgage Loan, as required under Section 2.3(c) of the Loan
Agreement, or (B) the Principal Debt that has been borrowed against such Mortgage Loans
shall be repaid in full as and to the extent required under Section 2.3(d) of
the Loan Agreement;
	 
	 	(c)	 	all Mortgage Loans, Principal Mortgage Documents and Other Mortgage Documents
in which the Administrative Agent is granted a security interest pursuant to the
Assignment, if any, in connection herewith, comply in all respects with the applicable
requirements set forth in the Loan Agreement and the Security Agreement;
	 
	 	(d)	 	at all times relevant to this Agreement, total Collateral Value attributable to
the types or categories of Collateral referred to in the definition of Collateral Value
has not, and does not now, exceed the limitations established in such definition;
	 
	 	(e)	 	no Default or Event of Default has occurred or is continuing;
	 
	 	(f)	 	no change or event that constitutes a Material Adverse Effect as to the
Borrower has occurred;
	 
	 	(g)	 	If at any time the total Collateral Value of all Eligible Mortgage Collateral
is less than the Primary Obligations, the Borrower either provided additional Eligible
Mortgage Collateral with a sufficient Collateral Value or paid Principal Debt in an
amount sufficient to correct the deficiency within two Business Days after notice.






	5.	 	The representations and warranties of the Borrower and the Servicer contained in the Loan
Agreement and those contained in each other Transaction Document to which the Borrower or the
Servicer is a party are true and correct in all material respects on and as of the date
hereof. The Borrower also represents and warrants that unless otherwise




 









 






	 	 	noted on Schedule I to this Requested Borrowing, the date of origination of each Special
Mortgage Loan is the date such Special Mortgage Loan was assigned to the Collateral Agent.






	6.	 	All of the conditions applicable to the Requested Borrowing pursuant to Section 4.2
of the Loan Agreement are and will be satisfied immediately before and after giving effect to
the Requested Borrowing.





	 	 	 	 	 
	 	CH FUNDING, LLC,
	 	  as the Borrower
	 
	 	 	 	 
	Date:
_____________________

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 

	 	Title:
	 
	 	 	 	 
	 	DHI MORTGAGE COMPANY, LTD.
	 	as the Servicer
	 
	 	 	 	 
	Date:
_____________________

	By:      DHI MORTGAGE COMPANY GP, INC.,
	 	 	            its General Partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 

	 	Title:






 









 






EXHIBIT F




FORM OF SERVICER MONTHLY REPORT




[Date]




Calyon New York Branch,

      as Administrative Agent under the Loan

      Agreement referred to below

Calyon Building

1301 Avenue of the Americas

New York, New York 10019

Attention: Conduit Securitization


Re: Amended and Restated Loan Agreement dated as of July 25, 2003, among CH FUNDING, LLC (the
“Borrower”), ATLANTIC ASSET SECURITIZATION CORP., FALCON ASSET SECURITIZATION CORPORATION, CALYON
CREDIT LYONNAIS NEW YORK BRANCH, successor in interest to Credit Lyonnais New York Branch, as a
Bank, as a Managing Agent and the Administrative Agent, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
successor in interest to Bank One, NA (Main Office Chicago), as a Bank and as a Managing Agent,
LLOYDS TSB BANK PLC, as a Bank, and DHI MORTGAGE COMPANY, LTD., formerly known as CH Mortgage
Company I, Ltd., as the Servicer (the “Servicer”) (such agreement, as from time to time
supplemented, amended, restated or extended, the “Loan Agreement”).




     Pursuant to Section 3.7 of the Loan Agreement (terms not otherwise defined herein being used
as defined in the Loan Agreement), the Servicer hereby confirms that, as of the date hereof:




1. The Default Ratio does not exceed 1%. Computations of the Default Ratio and the
Sixty-Day Default Ratio are attached on Schedule I hereto.




2. (A) Set forth on Schedule I is (i) delinquency of Mortgage Loans owned by the
Servicer as a whole and (ii) delinquency of Mortgage Loans owned by the Borrower
that are financed by the Lenders and constitute Collateral under the Loan Agreement
and (B) and other information set forth on Schedule I is true and correct.




3. No Default, Event of Default, Servicer Default or Advance Cessation Trigger
exists.




4. The Originator’s Net Worth is $___, which is not less than $70,000,000.




5. The Excess Spread is ___% and is not less than 0.5%. Computations of the
Excess Spread are attached on Schedule I hereto.



 









 






6. The amount of funds in the Reserve Account is $___, and this amount is not
below 0.5% of the Maximum Facility Amount.




7. The Collateral Value is equal to or exceeds the Primary Obligations.




8. Based upon information set forth in D. R. Horton’s most recently filed report on
form [10-K] [10-Q] [8-K], D. R. Horton’s Leverage Ratio is ___, and this ratio is
below 2.10:1.




9. Based upon information set forth in D. R. Horton’s most recently filed report on
form [10-K] [10-Q] [8-K], D. R. Horton’s Consolidated Net Worth is
___, and this amount is not below $1,250,000,000.




10. Based upon information set forth in D. R. Horton’s most recently filed report on
form [10-K] [10-Q] [8-K], D. R. Horton’s EBITDA/Fixed Charge Ratio is ___, and
this ratio is not below 2.65:1.




11. D.R. Horton is rated ___by S&P, ___by Moody’s, ___by Fitch, and
thus, has all of the Required Ratings.




12. D.R. Horton owns, directly or indirectly, all of the outstanding equity
ownership interests of the Borrower.




13. The Pool Weighted FICO Score Average is ___.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	DHI MORTGAGE COMPANY, LTD.
	 
	 	 	 	 
	 	 	By:      DHI Mortgage Company GP, Inc., formerly
	 	 	known as CH Mortgage Company GP, Inc., its
	 	 	general partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title
	 	:
	 

	 	 	 	 





 









 








SCHEDULE
I




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	I.	 	Change in
Borrowings Requested	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current
	 	Prior Unmatured Borrowings in Place
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(1) Amt of Borrowings (maturing)	 	 	 	—	 	 	 	—	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(2) New Borrowing requested	 	 	 	—	 	 	 	—	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(3) Borrowing or Substitution Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(4) Int. Period Maturity/Term (days)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Jumbo
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Super	 	Second-	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Total	 	Conforming	 	Alt A	 	Sub Prime	 	All	 	Only	 	Lien Loans	 	 	 	 	 	 	 	 
	 
	 	(5) Maximum Facility Amount/Sublimits	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II.
	 	Prior to Request	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(10) Collateral Value (mtgs) per CA report	 	 	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(11) Special Mtg Loans (wet)	 	 	 	—	 	> Nine (9) Business Days from origination.
	 
	 	(12) Non Spec Mtg Loans (dry)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(13) Collateral Value (Cash Collection)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(14) Total Collateral Value	 	 	 	—	 	—	 	Collateral in pool for over 120 days
	 	 	 	 	 	 	 	 
	 
	 	(15) Total Borrowings/Principal Debt	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(16) Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(17) Non Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(18) Primary Obligations — Total	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III.	 	Substitutions or Change in Borrowings only (Assignments to be attached)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(20) Unpaid Mortgage Loan Balance *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(21) Take Out Commitments *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(22) Lesser of (20) or (21)	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(23) Advance Rate	 	 	 	 	 	    98%	 	    97%	 	    90%	 	    98%	 	    95%	 	 	95	%	 	 	 	 	 	 	 	 
	 
	 	(24) Collateral Value *	 	 	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(25) Special Mtg Loans (wet) *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(26) Non Spec Mtg Loans (dry) *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(27) Collateral Value Cash — Collection *	 	 	 	 	 	_ Amt of Cash Collateral to be (swept) by Collateral Agent
	 
	 	(28) Collateral Value Change *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(29) Net Borrowings/Principal Debt *	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(30) Special Borrowings *	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(31) Non Special Borrowings *	 	0%	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(32) Primary Obligations *	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	          * — Denotes net change of new assets less previous assets being substituted/removed/matured.	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV.
	 	Portfolio After Request	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(40) Collateral Value (mortgages)	 	 	 	—	 	—	 	—	 	—	 	—	 	—
	 
	 	(41) Special Mtg Loans (wet)	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(42) Non Spec Mtg Loans (dry)	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(43) Collateral Value Cash - Collection	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(44) Total Collateral Value	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(45) Total Borrowings/Principal Debt	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 	 	(46) Special Borrowings	 	0%	 	—	 	< 50% if last five or 1st five bus. days of mo., < 30% otherwise
	 
	 	(47) Non Special Borrowings	 	0%	 	—	 	 	 	 	 	 	 	 	 	 
	 
	 	(48) Primary Obligations - Total	 	 	 	—	 	 	 	 	 	 	 	 	 	 
	 	 	(49) Overcollateralized (44) — (48)	 	 	 	—	 	_ Must be > $0 for Collateral Agent to sweep/substitute.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V.	 	Sublimit Tests	 	 	 	 	 	 	 	 	 	 	 	 	 	Jumbo

	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Super
	 	Second-
	 

	 	Test
	 	Spec. Borr. 30%
	 	Spec Borr 50%
	 	120 Day
	 	Alt A
	 	Sub Prime
	 	All
	 	Only
	 	Lien Loans
	 

	 	Results
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 	OK
	 
	VI.
	 	Special Mortgages Loans with
Date of Origination Different from Date of Assignment: