AMENDMENT NUMBER FIVE to the Second Amended and Restated Master Loan and Security Agreement dated as of June 27, 2005 by and among NEW CENTURY MORTGAGE CORPORATION NC CAPITAL CORPORATION NEW CENTURY FINANCIAL CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.

Exhibit 10.16

AMENDMENT NUMBER FIVE
to the
Second Amended and Restated Master Loan and Security Agreement
dated as of June 27, 2005
by and among
NEW CENTURY MORTGAGE CORPORATION
NC CAPITAL CORPORATION
NEW CENTURY FINANCIAL CORPORATION
and
CITIGROUP GLOBAL MARKETS REALTY CORP.

          This AMENDMENT NUMBER FIVE (this “Amendment Number Five”) is made this 15th day of June, 2006, among NEW CENTURY MORTGAGE CORPORATION, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NC Mortgage”), NC CAPITAL CORPORATION, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NC Capital”), NEW CENTURY FINANCIAL CORPORATION, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NC Financial”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 390 Greenwich Street, New York, New York 10013 (“Citigroup”) to the SECOND AMENDED & RESTATED MASTER LOAN AND SECURITY AGREEMENT, dated as of June 27, 2005, among NC Mortgage, NC Capital, NC Financial and Citigroup, as amended (the “Agreement”).

RECITALS

          WHEREAS, the parties have agreed to amend the Agreement to extend the Maturity Date as more expressly set forth below; and

          WHEREAS, as of the date of this Amendment Number Five, each of NC Mortgage, NC Capital and NC Financial represents to Citigroup 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 the Loan Documents.

          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 June 15, 2006, the Section 1.01 of the Agreement is hereby amended by substituting “July 10, 2006” for “June 15, 2006” in the definition of “Maturity Date” thereof.

          SECTION 2. Fees and Expenses. NC Capital agrees to pay to Citigroup all fees and out of pocket expenses incurred by Citigroup in connection with this Amendment Number Five (including all reasonable fees and out of pocket costs and expenses of Citigroup’s legal counsel incurred in connection with this Amendment Number Five), in accordance with Section 11.03(b) of the Agreement.

          SECTION 3. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

          SECTION 4. Representations. In order to induce Citigroup to execute and deliver this Amendment Number Five, NC Capital, NC Mortgage and NC Financial hereby represent to Citigroup that as of the date hereof, after giving effect to this Amendment Number Five, each of NC Capital, NC Mortgage and NC Financial is in full compliance with all of the terms and conditions of the Agreement and no Event of Default or material adverse change has occurred under the Agreement.

          SECTION 5. Limited Effect. This Amendment Number Five shall become effective upon the execution hereof by the parties hereto. Except as expressly amended and modified by this Amendment Number Five, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Five 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 FIVE 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 SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

          SECTION 7. Counterparts. This Amendment Number Five 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, Citigroup, NC Capital, NC Mortgage and NC Financial have caused this Amendment Number Five to be executed and delivered by their duly authorized officers as of the day and year first above written.

		CITIGROUP GLOBAL MARKETS REALTY CORP.
		By:		/s/ Bobbie Theivakumaran
		Name: Bobbie Theivakumaran
		Title:   Authorized Agent
		NC CAPITAL CORPORATION
		By:		/s/ Brad A. Morrice
		Name: Brad A. Morrice
		Title:   CEO
		NEW CENTURY MORTGAGE CORPORATION
		By:		/s/ Brad A. Morrice
		Name: Brad A. Morrice
		Title:   President
		NEW CENTURY FINANCIAL CORPORATION
		By:		/s/ Brad A. Morrice
		Name: Brad A. Morrice
		Title:   President and COO
		By:		/s/ Robert K. Cole
		Name: Robert K. Cole
		Title:   CEO