Amend No. 8 to Master Repurchase Agreement


 Exhibit 10.1 
 AMENDMENT NO. 8 
 TO MASTER REPURCHASE AGREEMENT 
 Amendment No. 8, dated as of July 19, 2006 (this “Amendment”), by and among JPMORGAN CHASE BANK, N.A. (the
“Buyer”), and HOMEBANC FUNDING CORP. (the “Seller”). 
 RECITALS 
 The Buyer and the Seller are parties to that certain Master Repurchase Agreement, dated as of March 8, 2004, Amendment No. 1 and Joinder dated
as of June 7, 2004, Amendment No. 2, dated as of June 24, 2004, Amendment No. 3, dated as of July 12, 2004, Amendment No. 4, dated as of October 12, 2004, Amendment No. 5, dated as of December 27, 2004,
Amendment No. 6, dated as of July 13, 2005 and Amendment No. 7, dated as of December 22, 2005 (the “Existing Repurchase Agreement”; as amended by this Amendment, the “Repurchase Agreement”).
Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement. 
 The
Buyer and the Seller have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. 
 Accordingly, the Buyer and the Seller hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing
Repurchase Agreement is hereby amended as follows: 
 SECTION 1. Definitions. Section 2 of the Existing Repurchase Agreement is
hereby amended by deleting the definition of “Termination Date” and replacing it with the following: 
 “Termination
Date” shall mean June 29, 2007. 
 SECTION 2. Conditions Precedent. This Amendment shall be deemed effective
retroactively to July 12, 2006 (the “Amendment Effective Date”) subject to the satisfaction of the following conditions precedent: 
 2.1 Delivered Documents. On the date hereof, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: 
 (a) this Amendment, executed and delivered by duly authorized officers of the Buyer and Seller; and 
 (b) such other documents as the Buyer or counsel to the Buyer may reasonably request. 
 SECTION 3. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and
provisions set forth in the 







 
Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and each hereby confirms
and reaffirms the representations and warranties contained in Section 11 of the Existing Repurchase Agreement. 
 SECTION 4. Limited
Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 
 SECTION 5. Fees. Seller agrees to pay as and when billed by the Buyer all of the reasonable fees, disbursements and expenses of counsel to the
Buyer in connection with the development, preparation and execution of, this Amendment or any other documents prepared in connection herewith and receipt of payment thereof shall be a condition precedent to the Buyer entering into any Transaction
pursuant hereto. 
 SECTION 6. Confidentiality. The parties hereto acknowledge that this Amendment, the Existing Repurchase Agreement,
and all drafts thereof, documents relating thereto and transactions contemplated thereby are confidential in nature and the Seller agree that, unless otherwise directed by a court of competent jurisdiction, they shall limit the distribution of such
documents and the discussion of such transactions to such of its officers, employees, attorneys, accountants and agents as is required in order to fulfill its obligations under such documents and with respect to such transactions. 
 SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
 SECTION 8.
Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement. 
 SECTION 9. Conflicts. The parties hereto agree that in the event there is any conflict between the terms of this Amendment, and the terms of the
Existing Repurchase Agreement, the provisions of this Amendment shall control. 
 [SIGNATURE PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written. 
  

			
	 JPMORGAN CHASE BANK, NATIONAL
 ASSOCIATION
 as Buyer

		
	By:	 	 /s/ Jonathan P. Davis

		 	 Name: Jonathan P. Davis

		 	 Title: Vice President



  

			
	 HOMEBANC FUNDING CORP.,
 as
Seller

		
	By:	 	 /s/ James L. Krakau

		 	 Name: James L. Krakau

		 	 Title: Senior Vice President