Amendment Number Eleven to the Master Repurchase Agreement



 Exhibit 10.25 
  
 AMENDMENT NUMBER ELEVEN 
 to the 
 Master Repurchase Agreement 
 dated as of May 30, 2002 
 by and between 
 NEW CENTURY FUNDING SB-1, a Delaware statutory trust 
 and 
 CITIGROUP GLOBAL MARKETS REALTY CORP. 
 (as
successor to SALOMON BROTHERS REALTY CORP.) 
  
 This AMENDMENT
NUMBER ELEVEN (this “Amendment Number Eleven”) is made this 28th day of September, 2005, by and among NEW CENTURY FUNDING SB-1, a Delaware statutory trust, having an address at c/o Christiana Bank & Trust Company, 1314 King
Street, Wilmington, Delaware, 19801 (“NC SB-1”) and CITIGROUP GLOBAL MARKETS REALTY CORP. (as successor to Salomon Brothers Realty Corp.), having an address at 390 Greenwich Street, New York, New York 10013 (the “Buyer”) to the
Master Repurchase Agreement, dated as of May 30, 2002, between NC SB-1 and the Buyer, as amended (the “Agreement”). 
  
 RECITALS 
  
 WHEREAS, Buyer and NC SB-1 have agreed to amend the Agreement to extend the termination date thereof; and 
  
 WHEREAS, as of the date of this Amendment Number Eleven, NC SB-1 represents
to the Buyer that it is in compliance with all of the representations and warranties and all of the affirmative and negative covenants set forth in the Agreement and not in default under the Agreement. 
  
 NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 
  
 SECTION 1. Effective as of September 28, 2005, Section 27 of the Agreement shall be amended by substituting “December 29, 2005” for
“September 30, 2005” in clause (i) thereof. 
  
 SECTION 2. Representations. In order to induce the Buyer to execute and deliver this Amendment Number Eleven, the Seller hereby represents to the Buyer that as of the date hereof, after giving effect to this Amendment Number Eleven,
the Seller is in full compliance with all of the terms and conditions of the Agreement and the Letter Agreement and no Default, Event of Default or Material Adverse Change has occurred under the Agreement. 
  
 SECTION 3. Fees and Expenses. Seller agrees to pay to Buyer all fees
and out of pocket expenses incurred by Buyer in connection with this Amendment Number Eleven and all other related documentation (including all reasonable fees and out of 








 
pocket costs and expenses of Buyer’s legal counsel incurred in connection with the foregoing documents), in accordance with Section 22 of the
Agreement. 
  
 SECTION 4. Defined Terms. Any terms
capitalized but not otherwise defined herein shall have the respective meanings set forth in the Master Repurchase Agreement. 
  
 SECTION 5. Limited Effect. This Amendment Number Eleven shall become effective upon the execution hereof by the parties hereto. Except as expressly
amended and modified by this Amendment Number Eleven, the Master Repurchase Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Eleven need not be made in the Master Repurchase Agreement
or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Master Repurchase Agreement, any reference in any of such items to the Master
Repurchase Agreement being sufficient to refer to the Master Repurchase Agreement as amended hereby. 
  
 SECTION 6. GOVERNING LAW. THIS AMENDMENT NUMBER ELEVEN 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 WITHOUT REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTIONS 5-1401 and 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

  
 SECTION 7. Counterparts. This Amendment Number Eleven
may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. 
  
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the Buyer and the Seller have caused this Amendment Number Eleven to be executed and
delivered by their duly authorized officers as of the day and year first above written. 
  

			
	 NEW CENTURY FUNDING SB-1

		
	 By:
	 	Christiana Bank & Trust Company, not in its individual capacity but solely as owner trustee
		
	 By:   
	 	 /s/ James M. Young

	 Name:
	 	 James M. Young

	 Title:
	 	 Assistant Vice President



  

			
	 CITIGROUP GLOBAL MARKETS REALTY CORP.

		
	 By:   
	 	 /s/ Bobbie Theivakumaran

	 Name:
	 	 Bobbie Theivakumaran

	 Title:
	 	 Authorized Agent



  
 Each of the
undersigned Guarantors under the Guaranty and Pledge Agreement dated as of May 30, 2002, as amended, hereby acknowledges and agrees to the amendments and modifications to the Master Repurchase Agreement made pursuant to this Amendment Number
Eleven. 
  

			
	 NEW CENTURY MORTGAGE CORPORATION

		
	 By:   
	 	 /s/ Patrick Flanagan

	 Name:
	 	 Patrick Flanagan

	 Title:
	 	 President


  

			
	 NEW CENTURY FINANCIAL CORPORATION
 (f/k/a New Century REIT, Inc.)

		
	 By:   
	 	 /s/ Patrick Flanagan

	 Name:
	 	 Patrick Flanagan

	 Title:
	 	 Executive Vice President

		
	 By:   
	 	 /s/ Robert K. Cole

	 Name:
	 	 Robert K. Cole

	 Title:
	 	 CEO