EXHIBIT 10.36
SECOND AMENDED AND RESTATED SUBORDINATED LOAN AGREEMENT
THIS SECOND AMENDED AND RESTATED SUBORDINATED LOAN AGREEMENT (as
amended from time to time, the "Agreement") is made and entered into as of this
4th day of December, 2002 by and between ORIGEN FINANCIAL, L.L.C., a Delaware
limited liability company ("Borrower"), whose address is 000 Xxxx Xxxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, and SUN COMMUNITIES OPERATING LIMITED
PARTNERSHIP, a Michigan limited partnership ("Lender"), whose address is 00000
Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000.
RECITALS:
A. Borrower, Origen Financial, Inc. ("Origen Inc.") and Lender have
entered into that certain Amended and Restated Subordinated Loan Agreement dated
February 1, 2002, as amended by the First Amendment to Amended and Restated
Subordinated Loan Agreement dated March 22, 2002, the Second Amendment to
Amended and Restated Subordinated Loan Agreement dated June 18, 2002, and the
Third Amendment to Amended and Restated Subordinated Loan Agreement dated August
12, 2002 (the "Original Loan Agreement").
B. Origen Inc. was merged with and into Borrower effective April 25,
2002 and Borrower is therefore the successor to Origen Inc.'s obligations under
the Original Loan Agreement.
C. Lender and Borrower desire to amend and restate the Original Loan
Agreement in its entirety in accordance with the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. LOAN. The Line of Credit provided hereunder shall have the following
terms:
Type of Loan: Line of Credit
Interest Rate: 700 basis points over LIBOR, but not less than eleven
percent (11%) per annum, or in excess of fifteen percent (15%) per
annum
Note Amount: $27,500,000
Maturity: December 31, 2003; provided that the due date shall be
automatically extended to December 31, 2004 if the Master Repurchase
Agreement between Borrower and Credit Suisse First Boston Mortgage
Capital LLC dated December 18, 2001, as amended from time to time (the
"CSFB Agreement"), is renewed on terms acceptable to Lender upon the
expiration of the CSFB Agreement in May 2003.
The Loan and any amendments, extensions, renewals, or refinancing thereof are
subject to this Agreement.
2. LINE OF CREDIT LOAN. Provided that no Event of Default exists and no
Event of Default will be caused by any draw under the Loan, Lender agrees to
loan to Borrower, from time to time up to the Note Amount (as described above),
in increments determined at Lender's discretion and in accordance with the terms
of the Sixth Amended and Restated Promissory Note of even date herewith made by
Borrower in connection with the Loan and attached to this Agreement as EXHIBIT
A. The Sixth Amended Note shall replace the Fifth Amended and Restated
Promissory Note dated August 12, 2002 executed by Borrower in connection with
the Original Loan Agreement. Notwithstanding anything to the contrary herein,
Lender's obligation to make any advance to Borrower under the Loan shall
automatically: (a) cease and terminate
upon the maturity date stated in the Sixth Amended Note; and (b) suspend upon
any earlier occurrence of an Event of Default unless and until waived by Lender
in writing.
3. BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants to Lender, all of which representations and warranties shall be
continuing until the Loan is fully paid and Borrower's obligations under this
Agreement and the Related Documents are fully performed, as follows:
A. Borrower's Existence and Authority. Borrower is a Delaware
limited liability company, and the person executing this Agreement on
behalf of Borrower has full power and complete authority to execute
this Agreement and all Related Documents on behalf of Borrower, and
this Agreement and the Related Documents are valid, binding and
enforceable against Borrower.
B. Financial Information. All financial information provided
to Lender has been prepared and will continue to be prepared in
accordance with generally accepted accounting principles ("GAAP"),
consistently applied, and fully and fairly presents the financial
condition of Borrower as of the date or for the operating period
thereof. There has been no material adverse change in Borrower's
business, property, or financial condition since the date of Borrower's
latest Financial Statements provided to Lender.
C. No Litigation/No Misrepresentations. There are no civil or
criminal proceedings pending before any court, government agency,
arbitration panel, or administrative tribunal or, to Borrower's
knowledge, threatened against Borrower, which may result in any
material adverse change in the business, property, or financial
condition of Borrower. All representations and warranties in this
Agreement and the Related Documents are true and correct and no
material fact has been omitted.
4. AFFIRMATIVE COVENANTS. As of the date of this Agreement and
continuing until all of Borrower's obligations under this Agreement and the
Related Documents are fully performed and the Loan is fully repaid to Lender,
Borrower shall at all times comply with the following covenants:
A. Notice of Adverse Events. Borrower shall promptly notify
Lender in writing of any litigation, indictment, governmental
proceeding, default, or any other occurrence which may have a material
adverse effect on Borrower's business, property or financial condition.
B. Maintain Business Existence and Operations. Borrower shall
do all things necessary to keep in full force and effect its corporate
existence and continue its business as presently conducted.
C. General Compliance with Law. Borrower shall at all times
operate its business in strict compliance with all applicable Federal,
State, and local laws, ordinances and regulations, and refrain from
engaging in any civil or criminal activity proscribed by Federal, State
or local law.
D. Delivery of Financial Statements. Within forty-five (45)
days after the end of each fiscal quarter, Borrower shall deliver to
Lender copies of its unaudited financial statements prepared in
accordance with GAAP, consistently applied. Within ninety (90) days
after the end of each fiscal year, Borrower shall deliver to Lender
copies of its audited financial statements prepared in accordance with
GAAP, consistently applied.
5. EVENTS OF DEFAULT. The occurrence of any of the following events
shall constitute an Event of Default under this Agreement:
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A. Failure to Pay Amounts Due. Any amount of principal or
interest under the Sixth Amended Note is not paid when due.
B. Misrepresentations; False Financial Information. Any
statement, warranty or representation of Borrower in connection with or
contained in this Agreement, the Related Documents, or any Financial
Statements now or hereafter furnished to Lender by or on behalf of
Borrower, is false or misleading.
C. Noncompliance with Loan Agreements. Borrower breaches any
covenant, term, condition or agreement stated in this Agreement, the
Related Documents or any agreement relating to Senior Debt (as defined
below).
D. Cessation/Termination of Existence. Borrower shall cease
doing business or Borrower's existence is terminated by sale,
dissolution, merger or otherwise.
E. Bankruptcy or Receivership. Any conveyance is made of
substantially all of Borrower's assets, any assignment is made for the
benefit of creditors, any receiver is appointed, or any insolvency,
liquidation or reorganization proceeding under the Bankruptcy Code or
otherwise shall be filed by or against Borrower.
F. Attachments; Tax Liens. Any attachment, execution, levy,
forfeiture, tax lien or similar writ or process is issued against any
property of Borrower.
G. Material Adverse Change. Any material adverse change occurs
or is imminent the effect of which would be to substantially diminish
Borrower's financial condition, business, or the ability to perform its
agreements with Lender.
H. Other Lender Default. Any other indebtedness of Borrower to
Lender or any other creditor (including, without limitation, Financial
Institutions (as defined below) becomes due and remains unpaid after
acceleration of the maturity or after the stated maturity.
I. Other Indebtedness. Borrower incurs any Indebtedness (other
than Senior Debt) in excess of $100,000 in the aggregate after the date
of this Agreement.
J. Change of Control Event. Absent Lender's prior written
consent, any Change of Control Event with respect to Borrower occurs
after Borrower's first draws on the Loan.
6. REMEDIES ON DEFAULT.
A. Acceleration Set-Off. Upon the occurrence of any Event of
Default, Lender may, at Lender's option, declare the Loan to be
immediately due and payable. The foregoing shall not in any way impair
Lender's right to demand repayment under the terms of the Sixth Amended
Note.
B. Remedies; No Waiver. The remedies provided in this
Agreement are cumulative and not exclusive, and Lender may exercise any
remedies available to it at law, in equity, and as are provided in this
Agreement, the Related Documents and any other written agreement
between Borrower and Lender. No delay or failure of Lender in
exercising any right, remedy, power, or privilege under this Agreement
or the Related Documents shall affect that right, remedy, power or
privilege, nor shall any single or partial exercise preclude the
exercise of any other right, remedy, power or privilege. No delay or
failure of Lender to demand strict adherence to the terms of this
Agreement or
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the Related Documents shall be deemed to constitute a course of conduct
inconsistent with Lender's right at any time, before or after any Event
of Default, to prospectively demand strict adherence to the terms of
this Agreement and the Related Documents.
7. SUBORDINATION.
A. The indebtedness evidenced by the Sixth Amended Note and
any renewals or extensions thereof (such indebtedness being herein
called the "Subordinated Indebtedness") shall at all times be wholly
subordinate and junior in right to payment in full of all Senior Debt
(as defined below). The provisions of this section on subordination
shall constitute a continuing offer to all persons who, in reliance
upon such provisions, become holders of, or continue to hold, Senior
Debt, and such provisions are made for the benefit of the holders of
Senior Debt, and such holders are hereby made obligees hereunder the
same as if their names were written herein as such, and they and/or
each of them may proceed to enforce such provisions. Unless and until
an event of default under any of the Senior Debt (other than an event
of default which exists solely by reason of a default under this
Agreement) shall have occurred and be continuing ("Superior Default"),
Borrower shall pay the principal and interest on all Subordinated
Indebtedness according to the terms hereof.
For purposes of this Agreement, "Senior Debt" means the
principal of, and interest on and other amounts due on or in connection
with any Indebtedness of Borrower (other than the Sixth Amended Note)
to any Financial Institution (as defined below), whether outstanding on
the date of this Agreement, or thereafter created, incurred or assumed
by Borrower (including all deferrals, renewals, extensions or
refundings of, or amendments, modifications or supplements to,
Indebtedness of the kind described in this clause). Notwithstanding
anything herein to the contrary, Senior Debt shall not include: (a)
Indebtedness of or amounts owed by Borrower for compensation to
employees, or for goods or materials purchased in the ordinary course
of business or for services, or (b) Indebtedness of Borrower to any of
its subsidiaries or affiliates. In no event shall any Financial
Institution be deemed to be an affiliate of Borrower. Indebtedness of
Borrower to any of its subsidiaries or affiliates shall be pari passu
in all respects with the Subordinated Indebtedness.
For purposes of this Agreement, "Financial Institution" means
any bank as defined in section 3(a)(2) of the Securities Act of 1933,
as amended (the "Securities Act"), savings and loan association or
other institution as defined in section 3(a)(5)(A) of the Securities
Act, insurance company as defined in section 2(13) of the Securities
Act, or investment banking firm. For purposes of this Agreement, Credit
Suisse First Boston Mortgage Capital, LLC ("CSFBMC") shall be
considered a Financial Institution.
For purposes of this Agreement, "Indebtedness" means, with
respect to any person, (a) any liability, contingent or otherwise, of
such person (i) for borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such person or only to a
portion thereof), (ii) evidenced by a note, debenture or similar
instrument or representing the balance deferred and unpaid of the
purchase price of any property purchased, (iii) for the payment of
money relating to a lease that is required to be capitalized under
GAAP; or (iv) to repurchase securities or other property, including
without limitation, Borrower's obligations to repurchase securities
under the CSFB Agreement; (b) any obligation secured by a lien to which
the property or assets of such person are subject, whether or not the
obligations secured thereby shall have been assumed by or shall
otherwise be such person's legal liability; and (c) any and all
deferrals, renewals, extensions and refundings of, or amendments,
modifications or supplements to, any liability of the kind described in
any of the preceding clauses (a) or (b).
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B. The terms hereof, the subordination effected hereby and the
rights of the holders of the Senior Debt shall not be affected by (a)
any amendment of or addition or supplement to any Senior Debt or any
instrument or agreement relating thereto, (b) any exercise or
non-exercise of any right, power or remedy under or in respect of any
Senior Debt or any instrument or agreement relating thereto, or (c) any
waiver, consent, release, indulgence, extension, renewal, modification,
delay or other action, inaction or omission, in respect of any Senior
Debt or any instrument or agreement relating thereto or any security
therefor or guaranty thereof, whether or not any holder of any
Subordinated Indebtedness shall have had notice or knowledge of any of
the foregoing.
C. Upon the happening of (a) a Superior Default which is a
default in respect of payment of principal, premium, if any, or
interest on Senior Debt or (b) a Superior Default (other than a
Superior Default in respect of payment of principal, premium, if any,
or interest on Senior Debt) and receipt by Lender of written notice
thereof from any holder of Senior Debt, then until all Senior Debt
shall have been paid in full, Borrower shall not, directly or
indirectly, make or agree to make, and neither Lender nor any assignee
or successor holder of any Subordinated Indebtedness shall demand,
accept or receive (a) any payment (in cash, property or securities, by
set-off or otherwise), direct or indirect, of or on account of any
principal or interest in respect of any Subordinated Indebtedness, and
no such payment shall be accepted by any holder of any Subordinated
Indebtedness, or (b) any payment for the purpose of any redemption,
purchase or other acquisition, direct or indirect, of any Subordinated
Indebtedness, and no such payment shall be due.
In the case of any Superior Default (other than a Superior
Default with respect to payment of principal, premium, if any, or
interest on Senior Debt), the foregoing restrictions shall cease to
apply to any payment received with respect to the Subordinated
Indebtedness after the expiration of 180 days after the holder of
Senior Debt shall have sent notice of the Superior Default to the
holder of the Sixth Amended Note, unless prior to the expiration of
such 180-day period one or more holders of the Senior Debt shall have
commenced and be diligently prosecuting an action, suit or other legal
or equitable proceeding or otherwise take action or exercise any other
remedy against Borrower or its property based upon the Superior
Default, or unless a Superior Default which is a payment default shall
have occurred and be continuing; provided, further, that during such
180-day period following the Superior Default (other than a Superior
Default with respect to payment of principal, premium, if any, or
interest on Senior Debt) the holders of the Subordinated Indebtedness
shall refrain from prosecuting any such action, suit or other legal or
equitable proceeding against Borrower or its property based upon an
Event of Default hereunder.
In the event that a Superior Default (other than a Superior
Default with respect to payment of principal, premium or interest on
Senior Debt) is cured or is waived by the appropriate holders of the
Senior Debt (whether by amendment to the applicable loan agreement,
forbearance agreement or otherwise) prior to the expiration of the
aforesaid 180-day period applicable to such Superior Default, then any
Event of Default occurring under this Agreement solely by reason of the
occurrence of such Superior Default shall be deemed not to have
occurred. Any judicial proceedings initiated by a holder of
Subordinated Indebtedness at a time when such holder has no knowledge
that such proceedings are prohibited by this paragraph shall not be
deemed a violation of any provisions of this Agreement and, upon
receipt of notice from the holder of the Senior Debt that such
proceedings are so prohibited, such holder of the Subordinated
Indebtedness shall terminate such proceedings, without prejudice.
D. Upon any distribution (whether of cash, securities or other
property) to
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creditors of Borrower in a liquidation or dissolution of Borrower, or
in a bankruptcy, reorganization, insolvency, receivership, assignment
for the benefit of creditors, marshalling of assets or similar
proceeding relating to Borrower or its property:
(1) holders of Senior Debt shall be entitled to
receive payment in full in cash of such Senior Debt (including interest
accruing after the commencement of any such proceeding or interest that
would have accrued but for the commencement of such proceeding to the
date of payment on, and other amounts included in, Senior Debt) before
the holder of the Sixth Amended Note shall be entitled to receive any
payment of principal of, premium (if any) or interest on the Sixth
Amended Note or any other distributions with respect to the Sixth
Amended Note;
(2) until the Senior Debt is paid in full in cash as
provided in clause (1) of this paragraph, any distribution to which the
holder of the Sixth Amended Note would be entitled but for this section
on subordination shall be made to the holders of Senior Debt as their
interests may appear.
In the event that any payment or distribution of assets of
Borrower prohibited by the provisions of this section on subordination
of any kind or character, whether in cash, property or securities,
shall be received by the holder of the Sixth Amended Note before all
Senior Debt is paid in full, or provision made for such payment in
accordance with the terms of the Senior Debt, such payment or
distribution shall be held in trust for the benefit of, and shall be
paid over or delivered to, the holders of such Senior Debt or their
representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing any of such
Senior Debt may have been issued, as their respective interests may
appear, for application to the payment of all Senior Debt remaining
unpaid to the extent necessary to pay such Senior Debt in full in
accordance with its terms, after giving effect to any concurrent
payment or distribution to the holders of such Senior Debt.
E. In the event that the Sixth Amended Note is declared due
and payable before its stated maturity because of the occurrence of an
Event of Default hereunder, the holders of the Senior Debt shall be
entitled to receive payment in full of all amounts due with respect to
all Senior Debt before the holder of the Sixth Amended Note is entitled
to receive any payment on account of the principal of, premium (if any)
or interest on, or any repurchase, redemption or other retirement
(including, without limitation, any defeasance) of, the Sixth Amended
Note.
F. The holders of Subordinated Indebtedness shall not be
subrogated to the rights of the holders of Senior Debt to receive
payments or distributions of assets of Borrower applicable to the
Senior Debt.
G. No payments or distributions to the holders of Senior Debt
by or on behalf of Borrower by virtue of this Agreement which otherwise
would have been made to the holder of the Sixth Amended Note, shall, as
between Borrower and the holder of the Sixth Amended Note, be deemed to
be payment by Borrower to or on account of the Senior Debt, it being
understood that the provisions of this paragraph are intended solely
for the purpose of defining the relative rights of the holders of
Subordinated Indebtedness on the one hand and the holders of Senior
Debt, on the other hand.Nothing contained herein is intended to or
shall impair, as between Borrower and Lender, the obligation of
Borrower, which is absolute and unconditional, to pay to Lender, the
principal of and interest on the Subordinated Indebtedness as and when
the same shall become due and payable in accordance with its terms, or
is intended to or shall affect (except to the extent specifically
provided in the above paragraph) the relative rights of the holders
hereof and creditors of Borrower other than the holders of the Senior
Debt, nor shall anything herein
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or therein prevent any holder of the Sixth Amended Note from exercising
all remedies otherwise permitted by applicable law upon default
hereunder subject to the rights, if any, hereunder of the holders of
Senior Debt in respect of cash, property or securities of Borrower
received upon the exercise of any such remedy.
8. COLLATERAL SECURITY.
To secure the payment of all amounts due to Lender by Borrower in
connection with the Loan and pursuant to terms of this Agreement and the Sixth
Amended Note, Borrower has granted Lender a security interest in those assets
described under the following documents: (i) the Security Agreement dated
February 1, 2002 between Origen LLC and Lender, as amended from time to time,
(ii) Amended and Restated Security Agreement dated February 1, 2002 between
Origen Inc. and Lender, as amended from time to time, (iii) the Amended and
Restated Stock Pledge Agreement dated February 1, 2002 between Origen Inc. and
Lender, as amended from time to time, (iv) the Limited Liability Company
Interest Security and Pledge Agreement dated February 1, 2002 between Origen LLC
and Lender, as amended from time to time, and (v) the Amended and Restated
Limited Liability Company Interest Security and Pledge Agreement dated February
1, 2002 between Origen Inc. and Lender, as amended from time to time.
9. MISCELLANEOUS.
A. Compliance with Lender Agreements. Borrower acknowledges
that it has read and understands this Agreement, the Related Documents,
and all other written agreements between Borrower and Lender, and
Borrower agrees to fully comply with all of the agreements.
B. Further Action. Borrower agrees, from time to time, upon
Lender's request to make, execute, acknowledge, and deliver to Lender,
such further and additional instruments, documents, and agreements, and
to take such further action as may be required to carry out the intent
and purpose of this Agreement and prompt repayment of the Loan.
C. Governing Law/Partial Illegality. This Agreement and the
Related Documents shall be interpreted and the rights of the parties
determined under the laws of the State of Michigan. Should any part,
term, or provision of this Agreement be adjudged illegal or in conflict
with any law of the United States of America or State of Michigan, the
validity of the remaining portion or provisions of the Agreement shall
not be affected.
D. Writings Constitute Entire Agreement; Modifications Only in
Writing. This Agreement together with all other written agreements
between Borrower and Lender, including, without limitation, the Related
Documents, constitute the entire agreement of the parties and there are
no other agreements, express or implied. None of the parties shall be
bound by anything not expressed in writing, and neither this Agreement
nor the Related Documents can be modified except (i) by a writing
executed by Borrower and by Lender, and (ii) with the prior consent of
CSFBMC.
E. Successors, Assigns and Benefit. This Agreement shall inure
to the benefit of and shall be binding upon all of the parties to this
Agreement and their respective successors and assigns; provided
however, that Borrower may not assign or transfer its rights or
obligations under this Agreement without Lender's prior written
consent. The parties hereto agree that holders of Senior Debt,
including, without limitation, CSFBMC, are third party beneficiaries of
this Agreement and this Agreement shall inure to the benefit of and be
enforceable by such holders of Senior Debt.
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F. Headings. All section and paragraph headings in this
Agreement are included for reference only and do not constitute a part
of this Agreement.
G. Term of Agreement. This Agreement shall continue in full
force and effect until all of Borrower's obligations to Lender are
fully satisfied and the Loan is fully repaid.
H. Counterparts; Reproductions. This Agreement may be executed
in counterparts, each of which shall be deemed to be an original and
all of which together shall constitute one instrument. Facsimile copies
of signatures to this Agreement shall be deemed to be originals, and
the parties may rely upon such facsimile copies to the same extent as
the originals.
10. DEFINITIONS. The following words shall have the following meanings
in this Agreement:
A. "Change of Control Event" shall mean, with respect to
Borrower, (a) an event or series of events by which any person, entity
or group (as such term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
persons or other entities acting in concert as a partnership or other
group (a "Group of Persons") (other than persons who are, or Groups of
Persons entirely made up of, (i) management personnel of Borrower or
(ii) any affiliates of any such management personnel) shall, as a
result of a tender or exchange offer or offers, an open market purchase
or purchases, a privately negotiated purchase or purchases or
otherwise, become the beneficial owner (within the meaning of Rule
13d-3 under the Exchange Act, except that a person or entity shall be
deemed to have "beneficial ownership" of all securities that such
person or entity has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of 20% or more of the combined voting power of the then
outstanding voting stock of Borrower; or (b) Borrower consolidates
with, or merges with or into, another person or entity, or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any person or entity, or any person
or entity consolidates with, or merges with or into Borrower, in any
such event pursuant to a transaction in which the outstanding voting
stock of Borrower is converted into or exchanged for cash, securities
or other property.
B. "Event of Default" shall mean any of the events described
in Section 5 of this Agreement or in the Related Documents.
C. "Financial Statements" shall mean all balance sheets,
income statements, and other financial information which have been, are
now, or in the future are furnished to Lender.
D. "Sixth Amended Note" shall mean that certain line of credit
promissory note from Borrower to Lender, in the form attached hereto as
EXHIBIT A, as amended from time to time.
E. "Related Documents" shall mean any and all documents,
promissory notes, and agreements executed in connection with this
Agreement. This term shall include documents existing before, at the
time of execution of, and documents executed concurrent with or after
the date of, this Agreement.
[signatures on following page]
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IN WITNESS WHEREOF, the parties have executed this Second Amended and
Restated Subordinated Loan Agreement as of the date first written above.
BORROWER:
ORIGEN FINANCIAL, L.L.C., a Delaware
limited liability company
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Its: Chief Executive Officer
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LENDER:
SUN COMMUNITIES OPERATING LIMITED
PARTNERSHIP, a Michigan limited
partnership
By: Sun Communities, Inc., a Maryland
corporation
Its: General Partner
By:
----------------------------
Its:
----------------------------
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IN WITNESS WHEREOF, the parties have executed this Second Amended and
Restated Subordinated Loan Agreement as of the date first written above.
BORROWER:
ORIGEN FINANCIAL, L.L.C., a Delaware
limited liability company
By:
---------------------------------------
Its:
-------------------------------------
LENDER:
SUN COMMUNITIES OPERATING LIMITED
PARTNERSHIP, a Michigan limited
partnership
By: Sun Communities, Inc., a Maryland
corporation
Its: General Partner
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Its: Chief Executive Officer
----------------------------
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