EXHIBIT 10.19(d)
FIFTH AMENDMENT TO AMENDED AND
RESTATED MASTER REPURCHASE
AGREEMENT GOVERNING PURCHASES AND
SALES OF MORTGAGE LOANS
This Amendment, dated as of July 30,
2004 (the “Fifth Amendment”), to the Amended and
Restated Master Repurchase Agreement Governing Purchases and Sales
of Mortgage Loans, dated as of July 30, 2003 (the “Master
Repurchase Agreement”), as amended by the First Amendment to
Amended and Restated Master Repurchase Agreement Governing
Purchases and Sales of Mortgage Loans, dated as of November 19,
2003, the Second Amendment to Amended and Restated Master
Repurchase Agreement Governing Purchases and Sales of Mortgage
Loans, dated as of March 16, 2004, the Third Amendment to Amended
and Restated Master Repurchase Agreement Governing Purchases and
Sales of Mortgage Loans, dated as of June 18, 2004 and the Fourth
Amendment to Amended and Restated Master Repurchase Agreement
Governing Purchases and Sales of Mortgage Loans, dated as of June
29, 2004 (collectively, the “Agreement”), is made by
and between LEHMAN BROTHERS BANK, FSB (“Buyer”) and
AAMES CAPITAL CORPORATION (“Seller” and, together with
the Buyer, the “Parties”).
RECITALS
WHEREAS, the Seller and the Buyer
are parties to the Agreement, pursuant to which the Buyer has
agreed, subject to the terms and conditions set forth in the
Agreement, to purchase certain Mortgage Loans owned by the Seller,
including, without limitation, all rights of Seller to service and
administer such Mortgage Loans. Terms used but not defined herein
shall have the respective meanings ascribed to such terms in the
Agreement, as amended hereby.
WHEREAS, the Parties wish to amend
the Agreement to modify certain of the terms and conditions
governing the purchase and sale of the Mortgage Loans.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as
follows:
Section 1. Amendment
.
1.1. The definition of “Final
Repurchase Date” in the Agreement is hereby replaced in its
entirety as follows:
“ Final Repurchase Date
” means July 30, 2005 or such earlier date on which all
Purchased Mortgage Loans are required to be immediately repurchased
pursuant to Section 14(a).
1.2. The definition of
“Collateral Amount Percentage” in the Agreement is
hereby replaced in its entirety as follows:
“ Collateral Amount
Percentage ” means the amount set forth in the related
Confirmation with respect to each Mortgage Loan which, (1) in
determining whether a Market Value Collatera
