0001047469-03-033795 Sample Contracts

FALCON FINANCIAL, LLC FIRST AMENDMENT TO REVOLVING WAREHOUSE FINANCING AGREEMENT AND WAIVER
Revolving Warehouse Financing Agreement • October 21st, 2003 • Falcon Financial Investment Trust • Personal credit institutions • New York

This FIRST AMENDMENT TO REVOLVING WAREHOUSE FINANCING AGREEMENT (this "Amendment") is dated as of March 25, 1998 and entered into by and among Falcon Financial, LLC, SunAmerica Life Insurance Company, LaSalle National Bank and ABN AMRO Bank N.V., and is made with reference to the Revolving Warehouse Financing Agreement dated as of January 7, 1998 by and among the parties hereto (the "Warehouse Agreement"). Capitalized terms used herein without definition shall have the same meanings set forth in the Warehouse Agreement.

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JUNIOR SUBORDINATED LOAN AGREEMENT DATED AS OF APRIL 19, 1999 BETWEEN FALCON FINANCIAL, LLC, as Borrower, and FALCON AUTO VENTURE LLC, as Lender
Junior Subordinated Loan Agreement • October 21st, 2003 • Falcon Financial Investment Trust • Personal credit institutions • New York

This JUNIOR SUBORDINATED LOAN AGREEMENT (this "Agreement") is dated as of April 19, 1999 and entered into by and among FALCON FINANCIAL, LLC, a Delaware limited liability company ("Company"), and FALCON AUTO VENTURE LLC, a Delaware limited liability company (the "Lender").

FALCON FINANCIAL, LLC SECOND AMENDMENT TO REVOLVING WAREHOUSE FINANCING AGREEMENT
Warehouse Financing Agreement • October 21st, 2003 • Falcon Financial Investment Trust • Personal credit institutions • New York

This SECOND AMENDMENT TO REVOLVING WAREHOUSE FINANCING AGREEMENT (this "Second Amendment") is dated as of October 2, 1998 and entered into by and among Falcon Financial, LLC, SunAmerica Life Insurance Company, LaSalle National Bank and ABN AMRO Bank N.V., and is made with reference to the Revolving Warehouse Financing Agreement dated as of January 7, 1998 by and among the parties hereto (the "Warehouse Agreement"). Capitalized terms used herein without definition shall have the same meanings set forth in the Warehouse Agreement.

FALCON FINANCIAL, LLC FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT
Senior Subordinated Loan Agreement • October 21st, 2003 • Falcon Financial Investment Trust • Personal credit institutions • New York

This FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT (this "Amendment") is dated as of June 8, 1998 and entered into by and among Falcon Financial, LLC, SunAmerica Life Insurance Company and Goldman Sachs Mortgage Company and is made with reference to the Amended and Restated Senior Subordinated Loan Agreement dated as of January 7, 1998 by and among the parties hereto (the "Loan Agreement"). Capitalized terms used herein without definition shall have the same meanings set forth in the Loan Agreement.

FALCON FINANCIAL, LLC FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT
Senior Subordinated Loan Agreement • October 21st, 2003 • Falcon Financial Investment Trust • Personal credit institutions • New York

This FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT (this "Fourth Amendment") is dated as of October 29, 2001 and entered into by and among Falcon Financial, LLC ("Company"), SunAmerica Life Insurance Company ("SunAmerica") and Goldman Sachs Mortgage Company ("Goldman Sachs"; and together with SunAmerica, "Lenders") and is made with reference to the Amended and Restated Senior Subordinated Loan Agreement dated as of January 7, 1998 by and among the parties hereto (as amended, the "Loan Agreement"). Capitalized terms used herein without definition shall have the same meanings set forth in the Loan Agreement.

FALCON FINANCIAL, LLC THIRD AMENDMENT TO REVOLVING WAREHOUSE FINANCING AGREEMENT
Warehouse Financing Agreement • October 21st, 2003 • Falcon Financial Investment Trust • Personal credit institutions • New York

This THIRD AMENDMENT TO REVOLVING WAREHOUSE FINANCING AGREEMENT (this "Third Amendment") is dated as of April 19, 1999 and entered into by and among Falcon Financial, LLC, SunAmerica Life Insurance Company, LaSalle National Bank and ABN AMRO Bank N.V., and is made with reference to the Revolving Warehouse Financing Agreement dated as of January 7, 1998 by and among the parties hereto (as amended, the "Warehouse Agreement"). Capitalized terms used herein without definition shall have the same meanings set forth in the Warehouse Agreement.

AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT DATED AS OF JANUARY 7, 1998 AMONG FALCON FINANCIAL, LLC, as Borrower, and THE LENDERS LISTED HEREIN, as Lenders
Senior Subordinated Loan Agreement • October 21st, 2003 • Falcon Financial Investment Trust • Personal credit institutions • New York
FALCON FINANCIAL, LLC FOURTH AMENDMENT TO REVOLVING WAREHOUSE FINANCING AGREEMENT
Warehouse Financing Agreement • October 21st, 2003 • Falcon Financial Investment Trust • Personal credit institutions • New York

This FOURTH AMENDMENT TO REVOLVING WAREHOUSE FINANCING AGREEMENT (this "Fourth Amendment") is dated as of October 29, 2001 and entered into by and among Falcon Financial, LLC, SunAmerica Life Insurance Company, LaSalle National Bank and ABN AMRO Bank N.V., and is made with reference to the Revolving Warehouse Financing Agreement dated as of January 7, 1998 by and among the parties hereto (as amended, the "Warehouse Agreement"). Capitalized terms used herein without definition shall have the same meanings set forth in the Warehouse Agreement.

FALCON FINANCIAL, LLC THIRD AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT
Senior Subordinated Loan Agreement • October 21st, 2003 • Falcon Financial Investment Trust • Personal credit institutions • New York

This THIRD AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT (this "Third Amendment") is dated as of April 19, 1999 and entered into by and among Falcon Financial, LLC, SunAmerica Life Insurance Company and Goldman Sachs Mortgage Company and is made with reference to the Amended and Restated Senior Subordinated Loan Agreement dated as of January 7, 1998 by and among the parties hereto (as amended, the "Loan Agreement"). Capitalized terms used herein without definition shall have the same meanings set forth in the Loan Agreement.

FALCON FINANCIAL, LLC SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT
Senior Subordinated Loan Agreement • October 21st, 2003 • Falcon Financial Investment Trust • Personal credit institutions • New York

This SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT (this "Second Amendment") is dated as of October 2, 1998 and entered into by and among Falcon Financial, LLC, SunAmerica Life Insurance Company and Goldman Sachs Mortgage Company and is made with reference to the Amended and Restated Senior Subordinated Loan Agreement dated as of January 7, 1998 by and among the parties hereto (the "Loan Agreement"). Capitalized terms used herein without definition shall have the same meanings set forth in the Loan Agreement.

FALCON FINANCIAL, LLC FIFTH AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT
Senior Subordinated Loan Agreement • October 21st, 2003 • Falcon Financial Investment Trust • Personal credit institutions • New York

This FIFTH AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT (this "Fifth Amendment") is dated as of July 29, 2002 and entered into by and among Falcon Financial, LLC ("Company"), SunAmerica Life Insurance Company ("SunAmerica") and Goldman Sachs Mortgage Company ("Goldman Sachs"; and together with SunAmerica, "Lenders") and is made with reference to the Amended and Restated Senior Subordinated Loan Agreement dated as of January 7, 1998 by and among the parties hereto (as amended, the "Loan Agreement"). Capitalized terms used herein without definition shall have the same meanings set forth in the Loan Agreement.

SunAmerica New Asset Program—SNAPSMs REVOLVING WAREHOUSE FINANCING AGREEMENT among FALCON FINANCIAL, LLC, as Customer, SUNAMERICA LIFE INSURANCE COMPANY, as Master Servicer and Sponsor, LASALLE NATIONAL BANK, as Paying Agent and Custodian, and ABN...
Financing Agreement • October 21st, 2003 • Falcon Financial Investment Trust • Personal credit institutions • New York

REVOLVING WAREHOUSE FINANCING AGREEMENT, dated as of January 7, 1998, among FALCON FINANCIAL, LLC, a Delaware limited liability company, as Customer (the "Customer"), SUNAMERICA LIFE INSURANCE COMPANY, as Master Servicer and Sponsor ("SunAmerica"), LASALLE NATIONAL BANK, as Paying Agent and Custodian (the "Paying Agent" or the "Custodian", as the context requires), and ABN AMRO BANK N.V., as Facility Agent (the "Facility Agent").

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