Exhibit 10.105
12/02 AMENDMENT TO
3/02 SECURITY AGREEMENT - RESIDUAL INTEREST CERTIFICATES
This 12/02 Amendment to the Security Agreement dated as of December 18,
2002 (the "12/02 Security Agreement Amendment") amending the 3/02 Security
Agreement - Residual Interest Certificates ("3/02 Security Agreement") dated
March 15, 2002, as amended hereby and as it may be further amended, supplemented
or restated from time to time, the "Current Security Agreement", or within
itself this "Agreement"), made by ABFS RESIDUAL 2002, INC. ("ABFSR2002" or
"Debtor"), a Delaware corporation, in favor of JPMORGAN CHASE BANK ("Chase" or
"Secured Party"), as secured party, recites and provides as follows.
Recitals
ABFSR2002, AMERICAN BUSINESS CREDIT, INC. ("ABC"), a Pennsylvania
corporation, HOMEAMERICAN CREDIT, INC. ("HAC"), a Pennsylvania corporation doing
business as UPLAND MORTGAGE, AMERICAN BUSINESS MORTGAGE SERVICES, INC., a New
Jersey corporation, and TIGER RELOCATION COMPANY ("TRC"), a Pennsylvania
corporation ("TRC" and collectively with ABFSR2002, ABC, HAC and ABMS,
"Borrowers") wish to amend the 3/02 Security Agreement and as it may be
supplemented, amended or restated from time to time, to provide for an
additional Class R Certificate to be Pledged to the Agent as collateral.
It is a condition precedent to the obligation of the Lenders to extend
credit to the Borrowers under the Current Credit Agreement that Debtor shall
have entered into this Agreement.
All capitalized terms defined in the 3/02 Security Agreement and used
but not defined differently in this 12/02 Security Agreement Amendment have the
same meanings here as there.
The Sections of this 12/02 Security Agreement Amendment are numbered to
correspond with the numbers of the Sections of the 3/02 Security Agreement and
are consequently nonsequential.
Agreements
In consideration of the premises, the mutual agreements stated below
and other good and valuable consideration paid by each party to each other party
to this Agreement, the receipt and sufficiency of which each party hereby
acknowledges, the parties hereby agree as follows,
Section 3. Grant of Security interest
Section 3(a) of the 3/02 Security Agreement is hereby amended to read
as follows:
(a) The ABFS Mortgage Loan Trust 1997-2 Mortgage Pass-Through
Certificate dated September 29, 1997, Certificate No. R-1 (the "1997-2 Residual
Interest Certificate"), issued in respect of the Pooling and Servicing Agreement
dated as of September 1, 1997 by and among American Business Credit, Inc., as
servicer, Prudential Securities Secured Financing Corporation, a Delaware
corporation, as depositor, and Chase (which was then named The Chase Manhattan
Bank), as trustee, issued by such trustee to ABFS 1997-2, Inc., representing a
one hundred percent (100%) Percentage Interest (as defined in such Pooling and
Servicing Agreement) of the related interest in ABFS Mortgage Loan Trust 1997-2
existing under the laws of the State of New York and created pursuant to said
Pooling and Servicing Agreement, and (ii) the ABFS Mortgage Loan Trust 1998-3
Mortgage Pass-Through Certificate dated September 29, 1998, Certificate No. R-1
(the "1998-3 Residual Interest Certificate") issued in respect of the Pooling
and Servicing Agreement dated as of September 1, 1998 by and among American
Business Credit, Inc., as servicer, Prudential Securities Secured Financing
Corporation, a Delaware corporation, as depositor, and Chase (which was then
named The Chase Manhattan Bank), as trustee, issued by such trustee to ABFS
1998-3, Inc., representing a one hundred percent (100%) Percentage Interest (as
defined in such Pooling and Servicing Agreement) of the related interest in ABFS
Mortgage Loan Trust 1998-3 existing under the laws of the State of New York and
created pursuant to said Pooling and Servicing Agreement, and (iii) the ABFS
Mortgage Loan Trust 1998-1 Mortgage Pass-Through Certificate dated March 12,
1998, Certificate No. R-1 (the "1998-1 Residual Interest Certificate" and,
collectively with the 1997-2 Residual interest Certificate and the 1998-3
Residual Interest Certificate, the "Residual Interest Certificates"), issued in
respect of the Pooling and Servicing Agreement dated February 1, 1998 by and
among American Business Credit, Inc., as servicer, Prudential Securities Secured
Financing Corporation, a Delaware corporation, as depositor, and The Chase
Manhattan Bank (Chase's merger predecessor), as trustee, issued by such trustee
to ABFS 1998-1, Inc., representing a one hundred percent (100%) Percentage
Interest (as defined in such Pooling and Servicing Agreement) of the related
interest in ABFS Mortgage Loan Trust 1998-1 existing under the laws of the State
of New York and created pursuant to said Pooling and Servicing Agreement, a copy
of such certificates being attached as Exhibit A to this Security Agreement and
hereby incorporated herein, and all existing and future ownership interests
evidenced thereby or described therein in first and second lien closed-end
mortgage loans (the "Mortgage Loans") serviced by American Business Credit, Inc.
in its capacity as servicer (the "Servicer") under such Pooling and Servicing
Agreements dated as of September 1, 1997, February 1, 1998, and September 1,
1998 (the "Pooling and Servicing Agreements"), whether such ownership interests
(1) are now or hereafter in the form of, or represented by, one of the Residual
Interest Certificates or other securities (whether definitive certificated
securities, certificated securities traded in book-entry form or book-entry
securities), (2) are now or hereafter in another form of investment property (as
defined In Section 9.102(a)(49) of the UCC) or (3) simply constitute an account,
a payment intangible, a general intangible or a contract right, and including,
without limitation, all securities, investment property, accounts, payment
intangibles, general intangibles and contract rights that (x) from time to time
have, been or are delivered or intended to be delivered or negotiated to Secured
Party or to a bailee, financial intermediary of securities intermediary for
Secured Party by or on behalf of a Debtor, or over which Secured Party from time
to time obtains control, whether or not the item is described, designated or
referred to in a written notice from a Debtor to Secured Party identifying it as
part of the Collateral of this Security Agreement and (y) comprise all or part
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of the equity class or tranche of Mortgage Securities created in whole or in
part from a pool or pools of mortgage loans, however the same may be designated
(i.e., whether as a "Class R Certificate" or otherwise), and all interest on,
all rights to receive distributions of or in respect of, renewals and extensions
of, all substitutions for and all general intangibles arising in respect of such
securities, other types of investment securities, general intangibles or
contract rights, irrespective of whether they are in uncertificated or
certificated form;
Section 5. Representations and Warranties
The Companies hereby republish all of their representations and
warranties made in the 3/02 Security Agreement.
The remainder of this page is intentionally blank; unnumbered counterpart
signature pages follow.
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IN WITNESS WHEREOF, Debtor and Secured Party have caused this Agreement
to be executed by their duly authorized offices on the date first set forth
above.
ABFS RESIDUAL 2002, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Executive Vice President
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ABC joins in execution hereof to make the agreement set forth in Section 6(k) of
the 3/02 Security Agreement.
AMERICAN BUSINESS CREDIT, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Executive Vice President
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Unnumbered counterpart signature page to 12/02 Security Agreement Amendment
dated December 19, 2002 from ABFS Residual 2002, Inc. to JPMorgan Chase Bank,
as agent and representative of certain lenders