Amendment Number Three to the Servicer Advance Financing Facility Agreement



 Exhibit 10.24 
  
 AMENDMENT NUMBER THREE 
 to the 
 Servicer Advance Financing Facility Agreement 
 Dated as of August 28, 2003 
 by and between 
 NEW CENTURY MORTGAGE CORPORATION 
 and 
 CITIGROUP GLOBAL MARKETS REALTY CORP. 
  
 This AMENDMENT NUMBER THREE is made this 25th day of August, 2005 (“Amendment Number Three”), by and between NEW CENTURY MORTGAGE
CORPORATION, a California corporation (the “Borrower”) and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (the “Lender”), to the Servicer Advance Financing Facility Agreement, dated as of
August 28, 2003 by and between the Borrower and the Lender, as amended (the “Agreement”). 
  
 RECITALS 
  
 WHEREAS, Borrower and Lender have agreed to amend the Agreement to extend the Termination Date as more expressly set forth herein; and 
  
 WHEREAS, as of the date of this Amendment Number Three, the Borrower represents to the Lender 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 is 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 August 25, 2005, the Agreement shall be amended as follows: 
  
 (a) The definition of “Termination Date” in Section 1 of the Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following: 
  
 “Termination Date” shall mean August 24, 2006 or such
earlier date on which this Loan Agreement shall terminate in accordance with the provisions hereof or by operation of law. 
  
 (b) Subsection 2.4(1) of the Agreement is hereby amended by deleting such Subsection in its entirety and replacing it with the following: 
  
 (1) The Borrower agrees to pay the Lender interest on the unpaid principal
amount of each Loan from and including the date the Loan is extended to but not including the date on which the Loan is paid in full. Interest shall accrue on an adjustable monthly basis at a rate per annum equal to One-Month LIBOR plus 0.75%
(seventy-five basis points) (the 








 
“Interest Rate”). The Interest Rate for such succeeding period shall be determined on each Payment Date. Accrued interest shall be payable in
arrears on each Payment Date and on the date of repayment in full of the applicable Loan. 
  
 SECTION 2. Representations. In order to induce the Lender to execute and deliver this Amendment Number Three, the Borrower hereby represents to the Lender that as of the date hereof, after giving effect to this
Amendment Number Three, the Borrower is in full compliance with all of the terms and conditions of the Agreement and no Default or Event of Default has occurred thereunder. 
  
 SECTION 3. Additional Fees and Expenses. The Borrower agrees to pay to the Lender all additional fees and out of
pocket expenses incurred by the Lender in connection with this Amendment Number Three (including all reasonable fees and out of pocket costs and expenses of the Lender’s legal counsel incurred in connection with this Amendment Number Three), in
accordance with Section 14.2 of the Agreement. 
  
 SECTION 4.
Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Agreement. 
  
 SECTION 5. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference
to this Amendment Number Three need not be made in the 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 Agreement, any
reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. 
  
 SECTION 6. Governing Law. This Amendment Number Three shall be governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of law other than Section 5-1401 of the New York General Obligations Law which shall govern. 
  
 SECTION 7. Counterparts. This Amendment Number Three 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] 
  

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

			
	CITIGROUP GLOBAL MARKETS REALTY CORP.
	 (Lender)

		
	 By:
	 	 /s/ James Xanthos

	 Name:
	 	 James Xanthos

	 Title:
	 	 Authorized Signer

	
	 NEW CENTURY MORTGAGE CORPORATION

	 (Borrower)

		
	 By:
	 	 /s/ Kevin Cloyd

	 Name:
	 	 Kevin Cloyd

	 Title:
	 	 Executive Vice President