Exhibit 10.6
EXECUTION VERSION
FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED MORTGAGE
WAREHOUSING AND SECURITY AGREEMENT
THIS FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED MORTGAGE WAREHOUSING AND
SECURITY AGREEMENT (this "Amendment") is made as of June 28, 2013, by and among
EF&A FUNDING, L.L.C., d/b/a ALLIANT CAPITAL, LLC (the "Borrower"), BANK OF
AMERICA, N.A., as Credit Agent (in such capacity, the "Credit Agent"), and the
LENDERS party to this Amendment (the "Lenders").
WITNESSETH:
WHEREAS, capitalized terms used in this Amendment without definition have the
meanings provided therefor in that certain Fifth Amended and Restated Mortgage
Warehousing and Security Agreement dated as of April 16, 2010, by and among the
Borrower, the Credit Agent and the Lenders (as amended to date, the "Loan
Agreement"); and
WHEREAS, the Borrower has been approved by (a) the United States Department of
Housing and Urban Development (together with any successor agency or other
entity, "HUD") as a mortgagee and lender under various programs of the Federal
Housing Administration (together with any successor agency or other entity,
"FHA"), and (b) Ginnie Mae as an issuer of mortgage-backed securities guaranteed
by Ginnie Mae; and
WHEREAS, the Borrower (a) desires to have FHA Mortgage Loans (as that term is
defined in the definition thereof added to the Loan Agreement pursuant to
Section 1(b) of this Amendment) included as "Mortgage Loans" under the Loan
Agreement, in order that, subject to the terms and conditions of this Amendment
and applicable provisions of the Loan Agreement, among other things, FHA
Mortgage Loans will be eligible to have Credit Value included with the
determination of the Borrowing Base, and (b) has requested that the Credit Agent
and the Lenders agree to amend the Loan Agreement in order to accomplish and
implement foregoing; and
WHEREAS, the Credit Agent and the Lenders have agreed to additional further
amendments to the Loan Agreement as set forth herein, all on, and subject to,
the terms and conditions set forth herein,
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Borrower, the Credit Agent, and the
Lenders agree as follows:
1.
Amendment to Loan Agreement. As of the
Effective Date (as hereafter defined), the Loan Agreement is hereby amended as
follows:
(a)
The definitions of terms which are defined
in this Amendment shall be deemed to be incorporated into the Loan Agreement.
(b)
The date "June 30, 2013" where it appears in
clause (2) of the second sentence of Section 1.1(i) of the Loan Agreement is
hereby deleted and replaced with "January 31, 2014."
(c)
Section 1.4(i) is hereby amended by
(i) adding the definition of "LIBOR" set forth below, and (ii) deleting in its
entirety the definition of BBA LIBOR Daily Floating Rate where it appears
therein and replacing it with the following:
"LIBOR" means the British Bankers Association LIBOR rate or the successor
thereto if the British Bankers Association is no longer making a LIBOR rate
available.
"BBA LIBOR Daily Floating Rate" means, for any interest