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Exhibit
10.2
LIMITED
WAIVER
This
Limited Waiver is made and entered into as of November 15,
2007, between The Huntington National Bank, successor by
merger to Sky Bank, Tribeca Lending Corp., a New York
corporation (“Borrower”) and each subsidiary of
the Borrower listed on the signature pages
hereof.
Reference
is hereby made to (1) a certain Master Credit and Security
Agreement dated as of February 28, 2006 (as amended, restated,
modified or supplemented from time to time, the
“Master Credit Agreement” )
entered into between Sky Bank, now known as The Huntington
National Bank (“ Lender ”) and
Tribeca Lending Corp., a New York corporation (“
Borrower ”), certain subsidiaries of
Borrower from time to time party to the Master Credit
Agreement and (2) a certain Warehousing Credit and Security
Agreement dated as of October 18, 2005, entered into between
Lender and Borrower (as amended, restated, modified or
supplemented from time to time, the “
Warehousing Agreement ).
All capitalized terms not otherwise
defined in this Limited Waiver shall have the meanings
ascribed to such terms in the Master Credit Agreement or the
Warehousing Agreement, as specified.
Borrower agrees that
Lender has reasonably requested pursuant to Section 6.1(b)(i)
of the Master Credit Agreement and Section 6.2(a) of the
Warehousing Agreement that Borrower provide, within 45 days
after the end of each calendar quarter, statements of income
and cash flows and related balance sheet, each for the fiscal
quarter ending September 30, 2007, certified by the chief
financial officer or other appropriate officer of the
Borrower (the “ 9/30/07
Quarterly Financials
”). Borrower has advised Lender that it has
failed to deliver to Lender the 9/30/07 Quarterly Financials
as required, and Lender hereby provides notice to Borrower of
such failure and that such failure constitutes an Event of
Default under each of the Master Credit Agreement and the
Warehousing Agreement (the “ Identified
Defaults ”). Borrower hereby
acknowledges the Identified Defaults and has requested that
Lender waive the Identified Defaults through the earlier of
(i) such time as Borrower’s parent corporation files
copies of the 9/30/07 Quarterly Financials with the
Securities and Exchange Commission or (ii) December 31, 2007
(the “ Specified Waiver Date
”).
Borrower hereby agrees (i)
not to request any further loans, advances or other
extensions of credit pursuant to the Master Credit Agreement,
the Warehousing Agreement or any other loan document, letter
of credit agreement, hedging agreement or banking services
agreement (each of the foregoing a “ Credit
Extension ”) through and including the
Specified Waiver Date and (ii) contemporaneously herewith to
cause its parent corporation to enter into a Security
Agreement, in form and substance satisfactory to Lender,
pursuant to which its parent corporation will grant to
Lender, to secure all present and future loans, liabilities
and obligations of such parent corporation and each direct
and indirect subsidiary thereof to Lender, a first priority
lien in all property and assets of such parent corporation
and each direct and indirect subsidiary (each of the
foregoing, a “ Condition of Waiver
”). Subject to the terms and
conditions set forth herein, including without limitation
Lender’s satisfaction with each Condition of Waiver and
the execution of this Limited Waiver by each of Borrower and
each Company Subsidiary (as defined in the Master Credit
Agreement), Lender hereby waives the Identified Defaults
through and including the Specified Waiver Date.
Nothing in this Limited
Waiver shall (i) cause a modification of the Master Credit
Agreement, the Warehousing Agreement, any other loan document
agreement in connection with any extension of credit from
Lender to Borrower, except as precisely set forth above, (ii)
establish any custom, course of dealing or in any manner
waive or modify any future default or Event of Default, (iii)
entitle Borrower or any Company
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