EXHIBIT 10.2
MASTER REPURCHASE AGREEMENT
Among:
DB STRUCTURED PRODUCTS, INC., as Buyer
ASPEN FUNDING CORP., as Buyer
NEWPORT FUNDING CORP., as Buyer
ECC CAPITAL CORPORATION, as Guarantor and Originator
ENCORE CREDIT CORP., as Guarantor and Originator
BRAVO CREDIT CORPORATION, as Guarantor and Originator
And
ECC SPV II, as Seller
ENCORE SPV II, as Seller
BRAVO SPV II, as Seller
Dated as of May 16, 2005
TABLE OF CONTENTS
1.
APPLICABILITY
1 2.
DEFINITIONS AND INTERPRETATION
1 3.
THE TRANSACTIONS
15 4.
CONFIRMATIONS
16 5.
PAYMENT AND TRANSFER
16 6.
MARGIN MAINTENANCE
17 7.
INCOME PAYMENTS
17 8.
TAXES; TAX TREATMENT; INCREASED COSTS
18 9.
SECURITY INTEREST; BUYERS' APPOINTMENT AS ATTORNEY-IN-FACT
19 10.
CONDITIONS PRECEDENT
21 11.
RELEASE OF PURCHASED LOANS
23 12.
RELIANCE
24 13.
REPRESENTATIONS AND WARRANTIES
24 14.
COVENANTS OF SELLER AND GUARANTOR
27 15.
REPURCHASE DATE PAYMENTS/COLLECTIONS
32 16.
REPURCHASE OF PURCHASED LOANS; CHANGE OF LAW
32 17.
SUBSTITUTION
33 18.
REPURCHASE TRANSACTIONS
34 19.
EVENTS OF DEFAULT
34 20.
REMEDIES
38 21.
DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
40 22.
USE OF EMPLOYEE PLAN ASSETS
40 23.
INDEMNITY
40 24.
WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
43 25.
SET-OFF
43 26.
FURTHER ASSURANCES
43 27.
ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION
43 28.
TERMINATION
44 29.
ASSIGNMENT
44 30.
AMENDMENTS, ETC.
44 31.
SEVERABILITY
44 32.
BINDING EFFECT; GOVERNING LAW
44 33.
WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND VENUE; SERVICE OF PROCESS
45 34.
SINGLE AGREEMENT
45 35.
INTENT
46 36.
NOTICES AND OTHER COMMUNICATIONS
46 37.
CONFIDENTIALITY
49 38.
DUE DILIGENCE
49 39.
NO PROCEEDINGS
50 40.
BUYER ACTING AS AGENT
50
EXHIBIT A-1
MONTHLY CERTIFICATION
EXHIBIT A-2
QUARTERLY CERTIFICATION
EXHIBIT B
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO LOANS
EXHIBIT C
FORM OF NOTICE OF LOAN SALE
EXHIBIT D
UNDERWRITING GUIDELINES
MASTER REPURCHASE AGREEMENT
Dated as of May 16, 2005
AMONG:
DB STRUCTURED PRODUCTS, INC. ("DBSP"), ASPEN FUNDING CORP. ("Aspen"), NEWPORT
FUNDING CORP. ("Newport" and collectively with DBSP and Aspen, the "Buyers" and
individually, a "Buyer," which term shall include any "Principal" as defined and
provided for in Annex I), or as agent pursuant hereto ("Agent"),
ECC CAPITAL CORPORATION ( "ECC" or a "Guarantor"),
ENCORE CREDIT CORPORATION ("Encore Credit" or a "Guarantor"),
BRAVO CREDIT CORPORATION ("Bravo" or a "Guarantor"; ECC, Encore Credit and
Bravo, collectively the "Guarantors")
and
ECC SPV II, (a "Seller"),
Encore SPV II (a "Seller"),
Bravo SPV II, (a "Seller"; ECC SPV II, Encore SPV II and Bravo SPV II,
collectively, the "Sellers")
1. APPLICABILITY
DBSP shall (and Aspen and/or Newport may), from time to time, upon the terms and
conditions set forth herein, agree to enter into transactions in which a Seller
transfers to the related Buyer Eligible Loans against the transfer of funds by
the related Buyer, with a simultaneous agreement by the related Buyer to
transfer to such Seller such Purchased Loans at a date certain, against the
transfer of funds by such Seller. Each such transaction shall be referred to
herein as a