exv10w17



 





Exhibit 10.17




AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT




     AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT (this “Amendment”) is made and entered
into as of October 25, 2006, among DB Structured Products, Inc. (“DBSP” or the
“Committed Buyer”), Aspen Funding Corp. (“Aspen”), Newport Funding Corp.
(“Newport”), Gemini Securitization Corp., LLC (“Gemini” and, together with Aspen
and Newport, each a “Noncommitted Buyer” and collectively, the “Noncommitted
Buyers” and, together with the Committed Buyer, each a “Buyer” and collectively, the
“Buyers”), and New Century Mortgage Corporation (“NCMC”), Home123 Corporation
(“Home123”) and NC Capital Corporation (“NCCC”; together with NCMC and Home123,
each a “Seller” and collectively, the “Sellers”).



W I T N E S S E T H :




     WHEREAS, the Sellers and the Buyers are parties to a certain Master Repurchase Agreement dated
as of April 17, 2006 (the “Existing Agreement”; and as amended by this Amendment, the
“Loan and Security Agreement”); and



     WHEREAS, the parties hereto desire to amend the Existing Agreement in the manner, and on the
terms and conditions, herein provided.



     NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and
valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the
parties hereto agree as follows:



     1. Definitions. Unless otherwise defined herein, all terms used herein which are
defined in the Existing Agreement shall have the meanings assigned thereto in the Existing
Agreement.



     2. Amendments to Existing Agreement.



     (a) Section 1 of the Existing Agreement is hereby amended by adding the following definitions
in the appropriate alphabetical order:




“Investor Return Mortgage Loan” shall mean a Mortgage Loan which (a) a Seller is
required to repurchase from a third party purchaser as a result of an early payment default
or other breach of a representation or warranty and (b) is the subject of an executed Third
Party Investor Release and Bailment Agreement from such third party purchaser. A Mortgage
Loan shall cease to be an Investor Return Mortgage Loan when the related Asset File is
delivered to the Custodian and the Custodian has executed and delivered a Trust Receipt with
respect thereto.




“Third Party Investor Release and Bailment Agreement” shall mean a letter agreement
from a third party in substantially the form of Exhibit H hereto



     (b) Section 3(d) of the Existing Agreement is hereby amended by adding the following at the
end thereof:




, provided that the foregoing shall not apply to any Investor Return Mortgage Loans.




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     (c) Section 10(A) of the Existing Agreement is hereby amended by adding the following at the
end of each of the third and fourth sentences thereof:




, provided that the foregoing shall not apply to any Investor Return Mortgage Loans.



     (d) Section 11(d) of the Existing Agreement is hereby amended by adding the following at the
end thereof:




Notwithstanding the foregoing, if any Seller shall repurchase a Mortgage Loan previously
sold on a servicing-released basis, then a Person listed on Schedule G hereto may subservice
such Mortgage Loan for a period from the date of such repurchase to a date not later than 30
days after such date of repurchase. Schedule G may be amended from time to time with the
consent of the Sellers and the Buyers; the Sellers may propose amendments to Schedule G from
time to time and the Buyers will not unreasonably withhold their consent to any such
proposal.



     (e) Section 15(b)(i)(B) of the Existing Agreement is hereby amended by adding the following
at the end thereof:




, provided that the foregoing shall not apply to any Investor Return Mortgage Loans.



     (f) Schedule B to the Existing Agreement is hereby amended by adding the following at the end
of the first sentence of paragraph (y) thereof:




, provided that the foregoing shall not apply to any Investor Return Mortgage Loans.



     (g) The Existing Agreement is hereby amended by adding Exhibits G and H hereto as Exhibits G
and H thereto.



     3. Limitations. The amendments set forth in Section 2 above are limited precisely as
written and shall not be deemed to (x) be a consent to any waiver of, or modification of, any other
term or condition of the Existing Agreement, or any of the documents referred to therein or (y)
prejudice any right or rights which the Buyers may now have or may have in the future under or in
connection with the Master Repurchase Agreement, or any of the documents referred to therein.
Except as expressly amended hereby, the terms and provisions of the Existing Agreement shall remain
in full force and effect.



     4. Fees and Expenses. The Sellers agree to promptly pay after being billed by a
Buyer any legal fees and expenses incurred by such Buyer in connection with the preparation and
execution of this Amendment.



     5. Representations and Warranties. Each of the parties hereto severally represents
and warrants that all acts, filings and conditions required to be done and performed and to have
happened (including, without limitation, the obtaining of necessary governmental approvals) prior
to the entering into of this Amendment to constitute this Amendment and the Existing Agreement as
amended hereby the duly authorized, legal, valid and binding obligation of such
party, enforceable in accordance with its terms, have been done, performed and have happened
in due and strict compliance with all applicable laws.



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     6. Effectiveness. This Amendment shall become effective as of October 25, 2006,
when:




     (a) each of the parties hereto shall have executed a counterpart hereof and
delivered the same to the Buyers;




     (b) the Buyers shall have received executed counterparts of Amendment No. 1 to
the Fee Letter and the fee set forth therein; and




     (c) the Buyers shall have received executed counterparts of Amendment No. 1 to
the Loan and Security Agreement and the conditions to the effectiveness of such
amendment shall have been satisfied; and




     (d) the Buyers shall have received any other documents relating to this
Amendment reasonably requested by the Buyers.



     7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.



     8. Counterparts. This Amendment may be executed in several counterparts, each of
which shall be regarded as the original and all of which shall constitute one and the same
agreement.



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




	 	 	 	 	 
	 	BUYERS:





DB STRUCTURED PRODUCTS, INC.

 	 
	 	By:  	/s/ John McCarthy
 	 
	 	 	Name:  	John McCarthy 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	ASPEN FUNDING CORP.

 	 
	 	By:  	/s/ Doris J. Hearn
 	 
	 	 	Name:  	Doris J. Hearn 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	NEWPORT FUNDING CORP.

 	 
	 	By:  	/s/ Doris J. Hearn
 	 
	 	 	Name:  	Doris J. Hearn 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 	 	 
	 	 	GEMINI SECURITIZATION CORP., LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Gemini Member Corp., as sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ R. Douglas Donaldson	 	 
	 

	 	 	 	 

Name: R.Douglas Donaldson
	 	 
	 

	 	 	 	Title: Treasurer	 	 







 









 








	 	 	 	 	 	 	 
	 	 	SELLERS:	 	 
	 
	 	 	 	 	 	 
	 	 	NEW CENTURY MORTGAGE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karl S. Weiss	 	 
	 	 	 	 	 	 	 
	 	 	Name: Karl S. Weiss	 	 
	 	 	Title: Senior Vice President	 	 






	 	 	 	 	 	 	 
	 	 	HOME123 CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karl S. Weiss	 	 
	 	 	 	 	 	 	 
	 	 	Name: Karl S. Weiss	 	 
	 	 	Title: Senior Vice President	 	 






	 	 	 	 	 	 	 
	 	 	NC CAPITAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karl S. Weiss	 	 
	 	 	 	 	 	 	 
	 	 	Name: Karl S. Weiss	 	 
	 	 	Title: Senior Vice President