0001299933-06-007508 Sample Contracts

AMENDED AND RESTATED GUARANTEE
Guarantee • November 16th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

AMENDED AND RESTATED GUARANTEE, dated as of November 10, 2006, made by New Century Financial Corporation (the “Guarantor”), on behalf of New Century Mortgage Corporation, (“NCMC”), NC Capital Corporation (“NCCC”), NC Asset Holding, L.P. (“NCAH”), New Century Credit Corporation (“New Century”), Home123 Corporation (“Home123” and, together with NCMC, NCCC, NCAH and New Century, the “Sellers”), in favor of IXIS Real Estate Capital Inc. (“IXIS”), a party to the Repurchase Agreement and the Custodial Agreement, each referred to below.

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FIFTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • November 16th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

This is a FIFTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of November 10, 2006, among IXIS REAL ESTATE CAPITAL INC., a New York corporation (the “Buyer”) and NEW CENTURY MORTGAGE CORPORATION, a California corporation (“NCMC”), NC ASSET HOLDING, L.P., a Delaware limited partnership (“NCAH”)(as successor in interest to NC Residential II Corporation), NC CAPITAL CORPORATION, a California corporation (“NCCC”), NEW CENTURY CREDIT CORPORATION, a California corporation (“New Century”) and HOME123 CORPORATION, a California corporation (“Home123”, and together with NCMC, NCAH, NCCC and New Century, the “Seller”).

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