**Exhibit 10.13.1**

 

**AMENDMENTNO. 1 TOAMENDED AND RESTATEDVARIABLE FUNDING LOAN AGREEMENT**

**[Mid-State Trust XIV]**

**THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED VARIABLE FUNDINGLOAN AGREEMENT**, dated as of November 27, 2006 (this “*Amendment*”), is entered into by andamong THREE PILLARS FUNDING, LLC, a Delaware limited liability company(together with its successors and assigns, the “*Lender*”), MID-STATE TRUST XIV, a Delaware statutorytrust, as borrower (the “*Borrower*”),TREASURY BANK, a division of Countrywide Bank, N.A., a national bankingassociation, as custodian (the “*Custodian*”),THE BANK OF NEW YORK, an New York banking corporation, as trustee (the “*Trustee*”) and SUNTRUST CAPITALMARKETS, INC., a Tennessee corporation, as agent and administrative trustee (insuch capacities, the “*Agent*”and “*Administrative Trustee*”),and SUNTRUST BANK, as a bank investor (in such capacity, the “*Bank Investor*”).  Capitalized terms used and not otherwisedefined herein are used as defined in the Agreement (as defined below andamended hereby).

**WHEREAS**, theLender, the Borrower, the Custodian, the Trustee, the Agent, the AdministrativeTrustee and the Bank Investor have entered into that certain Amended andRestated Variable Funding Loan Agreement, dated as of June 15, 2006 (as amended,restated, supplemented or otherwise modified to the date hereof, the “*Agreement*”);

**WHEREAS**, theLender, the Borrower, the Custodian, the Trustee, the Agent, the AdministrativeTrustee and the Bank Investor desire to amend the Agreement in certain respectsas hereinafter set forth;

**NOW THEREFORE**, inconsideration of the premises and the other mutual covenants contained herein,the parties hereto agree as follows:

# SECTION 1.           **Amendments**.

(a)           Section4.2 of the Agreement is hereby amended as follows:  (i) by deleting the word “and” at the end ofsubsection (n), (ii) by replacing the period (.) at the end of subsection (o)with the following :  “; and” and (iii)adding a new subsection (p) as follows:

(p)           if the Loan to be made on such dateis the first Loan following a Take-Out, the Borrower shall deposit or cause tobe deposited $1,000,000 in the Reserve Account in immediately available fundsby wire transfer on such date.

(b)           Section 6.1(i) of the Agreement ishereby replaced with the following:

(i)            The amount on deposit in the ReserveAccount fails, on any Remittance Date on or after the fifteenth (15th)Remittance Date following the Closing Date or on or after the sixth (6th)Remittance Date following a Reserve Account Event, to equal at least the SpecifiedReserve Account Requirement for such Remittance Date; provided that forany period extending six (6) Remittance Dates following each  Take-Out, there shall be no Event of Defaultunder this 

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clause (i) unlessthe amount on deposit in the Reserve Account shall fail to be equal to orgreater than the sum of (A) the Scheduled Reserve Account Payment for suchRemittance Date and (B) $1,000,000; providedfurther however,that during any time following a Take-Out and prior to the date the first Loanafter such Take-Out is made hereunder, there shall be no Event of Default underthis clause (i) if the amount on deposit in the Reserve Account shall be lessthan the amounts previously specified in this clause (i), including if suchamount is zero;

(c)           Annex A to the Agreement ishereby amended by:

(i)            deleting the definition of “AMV” inits entirety and substituting in lieu thereof the following new definition:

“AMV”means aggregate Market Value calculated as follows:

AMV ={AMV(n) x 80%} + {AMV(r) x 65%} + {AMV(a) x 80%} + {AMV(ar) x 55%}

AMV(a)= aggregate Market Value for Eligible Accounts owned by the Borrower relatingto New Home Sales Accounts that are Adjustable Rate Accounts

AMV(n)= aggregate Market Value for Eligible Accounts owned by the Borrower relatingto New Home Sales Accounts that are Fixed Rate Accounts

AMV(r)= aggregate Market Value for Eligible Accounts owned by the Borrower relatingto Resale Accounts that are Fixed Rate Accounts

AMV(ar) = aggregateMarket Value for Eligible Accounts owned by the Borrower relating to ResaleAccounts that are Adjustable Rate Accounts.

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(ii)           deleting the definition of “APB” inits entirety and substituting in lieu thereof the following new definition:

“APB” means the aggregate Principal Balancecalculated as follows:

APB ={APB(n) x 80%} + {APB(r) x 65%} + {APB(a) x 80%} + {APB(ar) x 55%}

APB(a)= aggregate Principal Balance of Eligible Accounts owned by the Borrowerrelating to New Home Sales Accounts that are Adjustable Rate Accounts

APB(n)= aggregate Principal Balance of Eligible Accounts owned by the Borrowerrelating to New Home Sales Accounts that are Fixed Rate Accounts

APB(r)= aggregate Principal Balance of Eligible Accounts owned by the Borrowerrelating to Resale Accounts that are Fixed Rate Accounts

APB(ar) = aggregatePrincipal Balance of Eligible Accounts owned by the Borrower relating to ResaleAccounts that are Adjustable Rate Accounts.

(iii)          deleting the definition of “ScheduledReserve Account Payment” in its entirety and substituting in lieu thereof thefollowing new definition:

“ScheduledReserve Account Payment” means, (x) on any Remittance Date other than aRemittance Date described in clause (y) below and on the Facility TerminationDate, 50% of the Available Collections remaining after Available Collectionsare applied pursuant to clauses (i) through (iii) of Section 4.1(d) of the CTAAgreement; provided, however, if after the fifteenth (15th) Remittance Datefollowing the Closing Date but prior to a Take-Out or after the sixth (6th) RemittanceDate following the most recent Take-Out, the Reserve Account Balance is belowthe Specified Reserve Account Requirement for three consecutive CollectionPeriods or following the occurrence of a Reserve Account Event, the ScheduledReserve Account Payment shall mean 100% of the Available Collections remainingafter application pursuant to such clauses (i) through (v) of Section 4.1(d) ofthe CTA Agreement and (y) on any Remittance Date after a Take-Out has occurredand on which no Loans are outstanding as of the close of business on suchRemittance Date, zero.”

(iv)          deleting the definition of “ScheduledTermination Date” in its entirety and substituting in lieu thereof thefollowing new definition:

“Scheduled TerminationDate” means November 26, 2007, or such later date to which the ScheduledTermination Date may be extended by the Agent, the Borrower and some or all ofthe Bank Investors, each in its sole discretion, pursuant to Section 2.15 ofthe Loan Agreement.

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(v)           deleting the definition of “SpecifiedReserve Account Requirement” in its entirety and substituting in lieu thereofthe following new definition:

“SpecifiedReserve Account Requirement” means, (x) with respect to any Remittance Dateother than a Remittance Date described in clause (y) below and on the FacilityTermination Date, the product of 2% and the Net Investment as of the last dayof the related Collection Period (after giving effect to any Loans made on suchdate and any reductions in the Net Investment made on such date); provided,however, that following the occurrence of a Reserve Account Event, and for solong as such Reserve Account Event is continuing, the Specified Reserve AccountRequirement shall be equal to the product of 4% and the Net Investment as ofthe last day of the related Collection Period (after giving effect to any Loansmade on such date and any reductions of the Net Investment made on such date)and (y) with respect to any Remittance Date after a Take-Out has occurred andon which no Loans are outstanding as of the close of business on suchRemittance Date, zero.

# SECTION 2.           **Effectiveness and Effect.**

This Amendment shall become effective as of the date(the “*Effective Date*”)that each of the following conditions precedent shall have been satisfied:

## (a)   (i) This Amendment, (ii) Amendment No. 1 to the Custodian/TrusteeAgreement, dated as of the date hereof, and (iii) Amendment No. 3 to theLiquidity Asset Purchase Agreement, dated as of the date hereof, shall havebeen executed and delivered by a duly authorized officer of each party thereto.

## (b)   The Borrower shall be in compliance with each of its covenants setforth herein and each of the Operative Documents to which it is a party.

## (c)   No event has occurred which constitutes a Facility TerminationEvent or a Potential Facility Termination Event and the Facility TerminationDate shall not have occurred.

# SECTION 3.           **Reference to and Effect on the Agreement and theRelated Documents.**

## (a)   Upon the effectiveness of this Amendment, (i) the Borrower herebyreaffirms all representations and warranties made by it in Article IIIof the Agreement (as amended hereby) and agrees that all such representationsand warranties shall be deemed to have been restated as of the effective dateof this Amendment, (ii) the Borrower hereby represents and warrants that noFacility Termination Event or Potential Facility Termination Event shall haveoccurred and be continuing and (iii) each reference in the Agreement to “thisAgreement”, “hereunder”, “hereof”, “herein” or words of like import shall meanand be, and any references to the Agreement in any other document, instrumentor agreement executed and/or delivered in connection with the Agreement shallmean and be, a reference to the Agreement as amended hereby.

## (b)   The Borrower hereby agrees that in addition to any costs otherwiserequired to be paid pursuant to the Operative Documents, the Borrower shall paythe reasonable legal fees and 

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## out-of pocket expenses of each of theCustodian’s, the Trustee’s and the Administrative Trustee’s counsel, and allaudit fees and due diligence costs incurred by the Administrative Trustee inconnection with the consummation of this Amendment.

# SECTION 4.           **Governing Law.**

THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

# SECTION 5.           **Severability.**

Each provision of this Amendment shall be severablefrom every other provision of this Amendment for the purpose of determining thelegal enforceability of any provision hereof, and the unenforceability of oneor more provisions of this Amendment in one jurisdiction shall not have theeffect of rendering such provision or provisions unenforceable in any otherjurisdiction.

# SECTION 6.           **Counterparts.**

This Amendment may be executed in one or morecounterparts, each of which shall be deemed to be an original, but all of whichtogether shall constitute one and the same instrument.  Delivery of an executed counterpart of asignature page by facsimile shall be effective as delivery of a manuallyexecuted counterpart of this Amendment.

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