Eighth Omnibus Amendment

EXHIBIT 10.32

EIGHTH OMNIBUS AMENDMENT

     THIS EIGHTH OMNIBUS AMENDMENT (this “Amendment”), dated as of September 26, 2005, is entered into by and among CH FUNDING, LLC, (the “Borrower”), ATLANTIC ASSET SECURITIZATION LLC, as an Issuer (“Atlantic”), LA FAYETTE ASSET SECURITIZATION LLC, as an Issuer (“La Fayette”), FALCON ASSET SECURITIZATION CORPORATION, as an Issuer (“Falcon”), CALYON NEW YORK BRANCH, as the Administrative Agent (the “Administrative Agent”), as a Bank and as a Managing Agent (“Calyon”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMC”), as a Bank and as a Managing Agent, U.S. BANK NATIONAL ASSOCIATION, as the Collateral Agent (“U.S. Bank”), LLOYDS TSB BANK PLC, a banking corporation organized under the laws of England (hereinafter, together with its successors and assigns, “Lloyds”), as a Bank, and DHI MORTGAGE COMPANY, LTD., as the Servicer (the “Servicer”) and as the Seller (the “Seller”). Capitalized terms used and not otherwise defined herein are used as defined in the related Operative Documents (as defined below).

RECITALS

     WHEREAS, the Servicer, as the Seller, and the Borrower, as the Purchaser, entered into that certain Master Repurchase Agreement and Addendum to the Master Repurchase Agreement incorporated therein, dated as of July 9, 2002, as amended by the Omnibus Amendment, dated as of August 26, 2002, by and among the Borrower, Atlantic, the Administrative Agent, and the Servicer (the “First Omnibus Amendment”) and the Second Omnibus Amendment, dated as of November 25, 2002, by and among the Borrower, Atlantic, the Administrative Agent and the Servicer (the “Second Omnibus Amendment”) (as the same may be amended, restated, supplemented or modified from time to time, the “Repurchase Agreement”);

     WHEREAS, the Borrower, the Administrative Agent and U.S. Bank entered into that certain Collateral Agency Agreement, dated as of July 9, 2002, as amended by the First Omnibus Amendment and the Second Omnibus Amendment (the “Collateral Agency Agreement”);

     WHEREAS, the Borrower, as Debtor, the Administrative Agent, U.S. Bank and the Servicer entered into that certain Security Agreement, dated as of July 9, 2002, as amended by the Third Omnibus Amendment, dated as of April 18, 2003, by and among the Borrower, Atlantic, the Administrative Agent and the Servicer (the “Third Omnibus Amendment”) (as the same may be amended, restated, supplemented or modified from time to time, the “Security Agreement”);

     WHEREAS, the Borrower, Atlantic, Falcon, Bank One, Lloyds, the Administrative Agent, and the Servicer, have entered into that certain Amended and Restated Loan Agreement, dated as of July 25, 2003, which incorporates the Loan Agreement amendments contained in the First Omnibus Amendment, the Second Omnibus Amendment and the Third Omnibus Amendment and completely replaces and supplants such Omnibus Amendments (as the same may be amended, restated, supplemented or modified from time to time, the “Restated Loan Agreement” and, collectively with the Repurchase Agreement, the Collateral Agency Agreement and the Security Agreement, the “Operative Documents);

     WHEREAS, the Borrower, the Administrative Agent, U.S. Bank and the Servicer have entered into that certain Fourth Omnibus Amendment, dated as of July 25, 2003, which completely replaced and supplanted the preceding Omnibus Amendments;

     WHEREAS, the Borrower, Calyon, U.S. Bank, Bank One, Lloyds, Danske Bank A/S, Cayman Islands Branch (together with its successors and assigns, “Danske”), and the Servicer entered into the Fifth Omnibus Amendment, dated as of December 22, 2003 (the “Fifth Omnibus Amendment”), relating to certain amendments to the Operative Documents;

     WHEREAS, the Borrower, Calyon, Bank One, Lloyds, Danske, and the Servicer entered into the Sixth Omnibus Agreement, dated as of July 7, 2004 (the “Sixth Omnibus Amendment”), relating to certain amendments to the Operative Documents;

     WHEREAS, the Borrower, Calyon, Bank One, Lloyds, Danske, and the Servicer entered into the Seventh Omnibus Agreement, dated as of June 29, 2005 (the “Seventh Omnibus Amendment”), relating to certain amendments to the Operative Documents;

     WHEREAS, via certain assignment agreements, Danske assigned 100% of its interest to Calyon and Calyon assigned a portion of such interest to Lloyds; and

     WHEREAS, the parties hereto desire to, among other things, increase the Issuer Facility Amount and Maximum Facility Amount, and to further amend the Operative Documents as hereinafter set forth.

     NOW, THEREFORE, the parties agree as follows:

Section 1. Amendment to Repurchase Agreement.

     a. The definition of “Issuer Facility Amount” is hereby deleted in its entirety and replaced with the following:

     “Issuer Facility Amount” means (a) with respect to Atlantic and La Fayette, on an aggregate basis, $500,000,000 from and including September 26, 2005 to and including November 10, 2005, and $400,000,000 from and including November 11, 2005, and (b) with respect to Falcon, on an aggregate basis, $100,000,000. Any reduction (or termination) of the Maximum Facility Amount pursuant to the terms of this Agreement shall reduce ratably (or terminate) the Issuer Facility Amount of each Issuer; provided, however, that, any reduction of the Maximum Facility Amount pursuant to the terms of this Agreement up to an amount equal to $100,000,000 on or prior to November 10, 2005 shall not be applied pro rata to the Issuers and shall reduce the Issuer Facility Amount of only Atlantic and La Fayette, on an aggregate basis.

     b. The definition of “Maximum Facility Amount” is hereby deleted in its entirety and replaced with the following:

     “Maximum Facility Amount” means $600,000,000.00 from and including September 26, 2005 to and including November 10, 2005 and $500,000,000 from

and including November 11, 2005, as such amount may be reduced pursuant to Section 2.1(c) of the Loan Agreement.

Section 2. Amendment to Collateral Agency Agreement.

       a. The definition of “Issuer Facility Amount” is hereby deleted in its entirety and replaced with the following:

     “Issuer Facility Amount” means (a) with respect to Atlantic and La Fayette, on an aggregate basis, $500,000,000 from and including September 26, 2005 to and including November 10, 2005 and $400,000,000 from and including November 11, 2005, and (b) with respect to Falcon, on an aggregate basis, $100,000,000. Any reduction (or termination) of the Maximum Facility Amount pursuant to the terms of this Agreement shall reduce ratably (or terminate) the Issuer Facility Amount of each Issuer; provided, however, that, any reduction of the Maximum Facility Amount pursuant to the terms of this Agreement up to an amount equal to $100,000,000 on or prior to November 10, 2005 shall not be applied pro rata to the Issuers and shall reduce the Issuer Facility Amount of only Atlantic and La Fayette, on an aggregate basis.

       b. The definition of “Maximum Facility Amount” is hereby deleted in its entirety and replaced with the following:

     “Maximum Facility Amount” means $600,000,000.00 from and including September 26, 2005 to and including November 10, 2005 and $500,000,000 from and including November 11, 2005, as such amount may be reduced pursuant to Section 2.1(c) of the Loan Agreement.”

Section 3. Amendment to Restated Loan Agreement.

       a. The definition of “Issuer Facility Amount” is hereby deleted in its entirety and replaced with the following:

     “Issuer Facility Amount” means (a) with respect to Atlantic and La Fayette, on an aggregate basis, $500,000,000 from and including September 26, 2005 to and including November 10, 2005 and $400,000,000 from and including November 11, 2005, and (b) with respect to Falcon, on an aggregate basis, $100,000,000. Any reduction (or termination) of the Maximum Facility Amount pursuant to the terms of this Agreement shall reduce ratably (or terminate) the Issuer Facility Amount of each Issuer; provided, however, that, any reduction of the Maximum Facility Amount pursuant to the terms of this Agreement up to an amount equal to $100,000,000 on or prior to November 10, 2005 shall not be applied pro rata to the Issuers and shall reduce the Issuer Facility Amount of only Atlantic and La Fayette, on an aggregate basis.

       b. The definition of “Maximum Facility Amount” is hereby deleted in its entirety and replaced with the following:

     “Maximum Facility Amount” means $600,000,000.00 from and including September 26, 2005 to and including November 10, 2005 and $500,000,000 from and including November 11, 2005, as such amount may be reduced pursuant to Section 2.1(c) of the Loan Agreement.”

       c. Article I is hereby amended by inserting the following definition immediately after the definition of “HUD”:

     “Increased Principal Debt” means an amount up to $100,000,000 advanced by Calyon New York and/or its related Issuers from and including September 26, 2005 to and including November 10, 2005.

       d. Article I is hereby amended by inserting the following definition immediately after the definition of “Take-Out Commitment Master Agreement”:

     “Temporary Increase Termination Date” means November 10, 2005.

       e. Section 2.7(c)(iii) is hereby amended by inserting the following subclause (D) immediately after subclause (C) therein:

     On each Settlement Date, if the Temporary Increase Termination Date shall have occurred and be continuing, an amount equal to the unpaid Increased Principal Debt payable to Calyon New York and/or its related Issuers shall be paid to the Managing Agent’s Account related to Calyon New York until the Increased Principal Debt owing to Calyon New York and/or its related Issuers is reduced to zero; provided that, if the application of such amounts to the reduction of the Increased Principal Debt owed to Calyon New York and/or its related Issuers would cause a Default or an Event of Default to occur or there is otherwise a Default or Event of Default in existence, then, instead of such application, Collections shall be paid to each Managing Agent’s Account pro rata in proportion to the outstanding Principal Debt (including Increased Principal Debt) owing to the Lenders in each Group.

       f. Section 2.7(c)(iii) is hereby amended by re-numbering the existing subclauses (D), (E), (F), (G) and (H) as subclauses (E), (F), (G), (H) and (I), respectively.

       g. In Section 2.7(c)(iii)(E), the words “this subparagraph 2.7(c)(iii)(E)”are hereby deleted and replaced with the words “this subparagraph 2.7(c)(iii)(F)” and the words “Sections 2.7(c)(iii)(A) through (D)” are hereby deleted and replaced with “Sections 2.7(c)(iii)(A) through (E)”.

       h. Section 2.7(c)(iv)(F) is hereby amended by deleting the section reference therein and replacing it with “Section 2.7(c)(iii)(F)”.

       i. Section 2.7(c)(iii)(G) is hereby amended by deleting “(E)” therein and replacing it with “(F)”.

     j. Schedule I is hereby deleted in its entirety and replaced with Schedule I, Bank Commitments and Percentages, attached hereto.

Section 4. Operative Documents in Full Force and Effect as Amended.

     Except as specifically amended hereby, all of the provisions of the Operative Documents and all of the provisions of all other documentation required to be delivered with respect thereto shall remain in full force and effect from and after the date hereof.

Section 5. Miscellaneous.

     a. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall not constitute a novation of any Operative Document, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of each Operative Document, as amended by this Amendment, as though such terms and conditions were set forth herein

     b. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

     c. This Amendment may not be amended or otherwise modified except as provided in each respective Operative Agreement.

     d. This Amendment and the rights and obligations of the parties under this amendment shall be governed by, and construed in accordance with, the laws of the state of New York (without giving effect to the conflict of laws principles thereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply hereto).

{Signatures appear on the following pages.}

     IN WITNESS WHEREOF, the parties have agreed to and caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BORROWER:		CH FUNDING, LLC
		By: /s/ Mark C. Winter
		Name: Mark C. Winter
		Title: VP/CFO
ADMINISTRATIVE AGENT, BANK, AND MANAGING AGENT:		CALYON NEW YORK BRANCH
		By: /s/ Kostantina Kourmpetis
		Name: Kostantina Kourmpetis
		Title: Managing Director
		By: /s/Anthony Brown
		Name: Anthony Brown
		Title: Vice President
ISSUER:		ATLANTIC ASSET SECURITIZATION LLC
		By: Calyon New York Branch, as Attorney in Fact
		By: /s/ Kostantina Kourmpetis
		Name: Kostantina Kourmpetis
		Title: Managing Director
		By: /s/ Anthony Brown
		Name: Anthony Brown
		Title: Vice President

{Signatures continue on the following page.}

ISSUER:		LA FAYETTE ASSET SECURITIZATION LLC
		By:		Calyon New York Branch, as Attorney in Fact
		By:		/s/ Kostantina Kourmpetis
		Name:		Kostantina Kourmpetis
		Title:		Managing Director
		By:		/s/ Anthony Brown
		Name:		Anthony Brown
		Title:		Vice President
SELLER AND SERVICER:		DHI MORTGAGE COMPANY, LTD.
		By:		DHI Mortgage Company GP, Inc., formerly known as CH Mortgage Company GP, Inc., its general partner
		By:		/s/ Mark C. Winter
		Name:		Mark C. Winter
		Title:		CFO/EVP
COLLATERAL AGENT:		U.S. BANK NATIONAL ASSOCIATION
		By:		/s/ Kathleen M. Connor
		Name:		Kathleen M. Connor
		Title:		Vice President
BANK AND MANAGING AGENT:		JPMORGAN CHASE BANK, N.A.
		By:		/s/ Jill T. Lane
		Name:		Jill T. Lane
		Title:		Vice President

ISSUER:		FALCON ASSET SECURITIZATION CORPORATION
		By:	/s/ Jill T. Lane
		Name:		Jill T. Lane
		Title:		Authorized Signatory
BANK:		LLOYDS TSB BANK PLC
		By:	/s/ Ian Dimmock
		Name:		Ian Dimmock
		Title:		Vice President
		Structured Finance D080
		By:	/s/ Amy Vespasiano
		Name:		Amy Vespasiano
		Title:		Director
		Structured Finance V024

SCHEDULE I

BANK COMMITMENTS AND PERCENTAGES

										Bank
						Bank				Commitment				Group Bank
Bank						Commitment				Percentage				Percentage
CALYON NEW YORK BRANCH
		•		From and including September 26, 2005 to and including November 10, 2005		$	400,000,000				66.6670	%			80.00	%
		•		From and including November 11, 2005		$	300,000,000				60.00	%			75.00	%
LLOYDS TSB BANK PLC
		•		From and including September 26, 2005 to and including November 10, 2005		$	100,000,000				16.6665	%			20.00	%
		•		From and including November 11, 2005		$	100,000,000				20.00	%			25.00	%
JPMORGAN CHASE BANK
		•		From and including September 26, 2005 to and including November 10, 2005		$	100,000,000				16.6665	%			100.00	%
		•		From and including November 11, 2005		$	100,000,000				20.00	%			100.00	%