FIFTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

EXHIBIT 10.1

FIFTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

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”).

WHEREAS, the Seller and the Buyer are parties to that certain Fourth Amended and Restated Master Repurchase Agreement, dated as of October 11, 2005, by and between the Seller and the Buyer (as amended from time to time, the “Existing Repurchase Agreement,” and as amended by this Fifth Amended and Restated Master Repurchase Agreement, as may be amended from time to time, the “Repurchase Agreement”).

WHEREAS the Seller has requested the Buyer to agree to amend certain provisions of the Fourth Amended and Restated Repurchase Agreement as set forth in this Fifth Amended and Restated Master Repurchase Agreement. The Buyer is willing to agree to such amendments, but only on the terms and subject to the conditions set forth in this Fifth Amended and Restated Master Repurchase Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller and the Buyer hereby agree as follows:

From time to time the parties hereto may enter into transactions (the “Committed Transactions”) in which the Seller agrees to transfer to the Buyer Mortgage Loans against the transfer of funds by the Buyer, with a simultaneous agreement by the Buyer to transfer to the Seller such Mortgage Loans at a date certain not later than 364 days after the date of transfer, against the transfer of funds by the Seller. Additionally, from time to time, the Buyer is prepared to consider entering into additional transactions (the “Uncommitted Transactions”) in which the Seller agrees to transfer to the Buyer Mortgage Loans against the transfer of funds by the Buyer, with a simultaneous agreement by the Buyer to transfer to the Seller such Mortgage Loans on demand by the Buyer, against the transfer of funds by the Seller. Each such Committed Transaction and Uncommitted Transaction shall be referred to herein as a “Transaction” and shall be governed by this Agreement, unless otherwise agreed in writing.

As used herein, the following terms shall have the following meanings (all terms defined in this Section 2 or in other provisions of this Agreement in the singular to have the same meanings when used in the plural and vice versa). Terms otherwise not defined herein shall have the meanings assigned thereto in the Custodial and Disbursement Agreement.

“30 Plus Mortgage Loan” shall mean any Mortgage Loan that has been delinquent in its scheduled monthly payments of principal and/or interest for more than 29 calendar days but less than 60 calendar days as of any date of determination.

“40/30 Mortgage Loan” shall mean a Mortgage Loan with a balloon payment feature that requires principal and interest payments sufficient to amortize the Mortgage Loan fully by the stated maturity date, over an original term of not more than 40 years from commencement of amortization.

“50/30 Mortgage Loan” shall mean a Mortgage Loan with a balloon payment feature that requires principal and interest payments sufficient to amortize the Mortgage Loan fully by the stated maturity date, over an original term of not more than 50 years from commencement of amortization.

“Account Agreement” shall mean that certain Amended and Restated Account Agreement, dated as of November 10, 2006, by and among NCCC, NCMC, NCAH, New Century, Home123, the Buyer and the Bank, as the same shall be modified and supplemented and in effect from time to time.

“Act of Insolvency” shall mean, with respect to any Person or any Material Subsidiary, (i) the filing of a petition, commencing, or authorizing the commencement of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law relating to the protection of creditors, or suffering any such petition or proceeding to be commenced by another which is consented to, not timely contested or results in entry of an order for relief which is not discharged within forty-five (45) days; (ii) the seeking or consenting to the appointment of a receiver, trustee, custodian or similar official for such Person or any Material Subsidiary or any substantial part of the property of such Person or any Material Subsidiary; (iii) the appointment of a receiver, conservator, or manager for such Person or any Material Subsidiary by any governmental agency or authority having the jurisdiction to do so; (iv) the making or offering by such Person or any Material Subsidiary of a composition with its creditors or a general assignment for the benefit of creditors; (v) the admission by such Person or any Material Subsidiary of its inability to pay its debts or discharge its obligations as they become due or mature; or (vi) that any governmental authority or agency or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the property of such Person or any Material Subsidiary, or shall have taken any action to displace the executive officers of such Person or any Material Subsidiary or the ultimate parent of such Person or any Material Subsidiary to curtail its authority in the conduct of the business of such Person or any Material Subsidiary.

“Additional Purchased Assets” shall mean Mortgage Loans or cash provided by the Seller to the Buyer or its designee pursuant to Section 4.

“Affiliate” shall mean with respect to any Person, any “affiliate” of such Person, as such term is defined in the Bankruptcy Code.

“Agreement” shall mean this Fifth Amended and Restated Master Repurchase Agreement, as the same may be further amended, supplemented or otherwise modified in accordance with the terms hereof.

“ALTA” shall mean the American Land Title Association.

“Appraised Value” shall mean (i) the value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property, or (ii) with respect to any Second Lien Mortgage Loan, the value described pursuant to clause (i) and if no appraisal was made, then the value set forth in the AVM supplied.

“Asset Schedule and Exception Report” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Asset Value” shall have the meaning given thereto in the Letter Agreement.

“Assignment of Mortgage” shall mean, with respect to any Mortgage, an assignment of the Mortgage in blank, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the assignment of the Mortgage to the Buyer.

“AVM” shall mean, solely in connection with a Second Lien Mortgage Loan, an automated valuation model, conducted in accordance with the Underwriting Guidelines provided by the vendors set forth on Schedule 3 and in the categories as set forth on Schedule 3, as may be amended from time to time to add vendors approved by the Buyer in its sole discretion. The use of AVM’s in lieu of appraisals must be strictly in accordance with Underwriting Guidelines approved by the Buyer in its sole discretion.

“AVM Mortgage Loan” shall mean a Second Lien Mortgage Loan subject to an AVM valuation.

“Bank” shall mean Union Bank of California, N.A., a national banking association, and its successors in interest, or such other depository institution as may be acceptable to the Buyer in its sole discretion, and their respective successors in interest.

“Bankruptcy Code” shall mean the United States Bankruptcy Code of 1978, as amended from time to time.

“Business Day” shall mean any day other than (i) a Saturday or Sunday or (ii) a day on which banks in the State of New York (or state in which any of the Custodian, the Disbursement Agent, the Seller or the Buyer is located) are authorized or obligated by law or executive order to be closed.

“Buyer” shall mean IXIS Real Estate Capital Inc., a New York corporation, and its successors in interest and assigns.

“C Credit Mortgage Loan” shall mean each Mortgage Loan originated in accordance with the Underwriting Guidelines criteria for “C” credit mortgage loans.

“C Minus Credit Mortgage Loans” shall mean each Mortgage Loan originated in accordance with the Underwriting Guidelines criteria for “C-” credit mortgage loans.

“Capital Lease Obligations” shall mean, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“Cash” shall mean all cash and Cash Equivalents, as shown on the balance sheet of the Seller prepared in accordance with GAAP.

“Cash Equivalents” shall mean (a) securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of 90 days or less from the date of acquisition and overnight bank deposits of any commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A-1 or the equivalent thereof by Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”) or P-1 or the equivalent thereof by Moody’s Investors Service, Inc. (“Moody’s”) and in either case maturing within 90 days after the date of acquisition, (e) securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A2 by Moody’s, (f) securities with maturities of 90 days or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

“Change of Control” shall mean the occurrence, after the Effective Date, of any of the following circumstances: (a) the Guarantor not owning, directly or indirectly, all of the issued and outstanding capital stock of NCMC; or (b) any Person, or two or more Persons acting in concert, other than the Management Shareholders, acquiring beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Guarantor (or other securities convertible into such securities) representing 35% or more of the combined voting power of all securities of the Guarantor entitled to vote in the election of directors; or (c) any Person, or two or more Persons acting in concert, other than the Management Shareholders, acquiring by contract or otherwise, or entering into a contract or arrangement which upon consummation will result in its or their acquisition of and, control over securities of the Guarantor (or other securities convertible into such securities) representing 35% or more of the combined voting power of all securities of the Guarantor entitled to vote in the election of directors.

“Class” shall mean with respect to a Purchased Asset, the designation of such Purchased Asset as one or more of the following: (i) a Mortgage Loan, (ii) a Wet-Ink Mortgage Loan, (iii) a Second Lien Mortgage Loan, (iv) a Jumbo(500) Mortgage Loan, (v) a Jumbo(750) Mortgage Loan, (vi) a Super Jumbo Mortgage Loan, (vii) a C Credit Mortgage Loan, (viii) a C Minus Credit Mortgage Loan, (ix) a Non-owner Occupied Mortgage Loan, (x) a Manufactured Home Mortgage Loan, (xi) a Condominium Mortgage Loan, (xii) a PUD Mortgage Loan, (xiii) a FICO Loan, (xiv) an Interest-Only Loan, (xv) a 40/30 Mortgage Loan, (xvi) a 50/30 Mortgage Loan, (xvii) an AVM Mortgage Loan, (xviii) a Jumbo Mortgage Loan and/or (xix) a 30 Plus Mortgage Loan.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collection Account” shall mean the account established by the Bank subject to an Account Agreement, into which all Income shall be deposited.

“Combined Loan-to-Value Ratio or CLTV” shall mean with respect to any Second Lien Mortgage Loan, the sum of the original principal balance of such Mortgage Loan and the outstanding principal balance of any related first lien as of the date of origination of the Mortgage Loan, divided by the lesser of the Appraised Value of the Mortgage Property as of the Origination Date or the purchase price of the Mortgaged Property if the related Mortgaged Property was purchased within twelve (12) months prior to the Origination Date.

“Committed Transaction” as defined in the recitals hereto.

“Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with the Seller within the meaning of Section 4001 of ERISA or is part of a group which includes the Seller and which is treated as a single employer under Section 414 of the Code.

“Condominium Mortgage Loan” shall mean an Eligible Asset secured by a Residential Dwelling which is a unit in a condominium project.

“Confirmation” shall have the meaning specified in Section 3(c).

“Custodial and Disbursement Agreement” shall mean that certain Amended and Restated Custodial and Disbursement Agreement, dated as of November 10, 2006, by and among the Buyer, NCCC, NCAH, NCMC, New Century, Home123, the Disbursement Agent and the Custodian, as the same shall be modified and supplemented and in effect from time to time.

“Custodial Identification Certificate” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Custodian” shall mean Deutsche Bank National Trust Company, a national banking association, and its successors in interest, as the custodian under the Custodial and Disbursement Agreement, and any successor Custodian under the Custodial and Disbursement Agreement.

“Default” shall mean an Event of Default or an event that with notice or lapse of time or both would become an Event of Default.

“Disbursement Agent” shall mean Deutsche Bank National Trust Company, a national banking association, and its successors in interest, as disbursement agent under the Custodial and Disbursement Agreement, and any successor Disbursement Agent under the Custodial and Disbursement Agreement.

“Dollars” and “$” shall mean lawful money of the United States of America.

“Due Diligence Review” shall mean the performance by the Buyer of any or all of the reviews permitted under Section 27 with respect to any or all of the Mortgage Loans, as desired by the Buyer from time to time.

“Effective Date” shall mean the date upon which the conditions precedent set forth in Section 3(a) shall have been satisfied.

“Electronic Agent” shall mean MERSCORP, INC., and its successors in interest.

“Electronic Tracking Agreement” shall mean the Electronic Tracking Agreement, in a form substantially similar to the form set forth in Annex 19 to the Custodial and Disbursement Agreement, to be entered into among the Buyer, the Seller, the Electronic Agent and MERS, if any, as the same shall be amended, supplemented or otherwise modified from time to time; provided that if no Mortgage Loans are or will be MERS Designated Mortgage Loans, all references herein to the Electronic Tracking Agreement shall be disregarded.

“Electronic Transmission” shall mean the delivery of information in an electronic format acceptable to the applicable recipient thereof. An Electronic Transmission shall be considered written notice for all purposes hereof (except when a request or notice by its terms requires execution). Any document that requires signature that is delivered by Electronic Transmission via email that includes the sender’s name shall satisfy such signature requirement.

“Eligible Asset” shall mean a Mortgage Loan, including a Wet-Ink Mortgage Loan, (i) as to which the representations and warranties in Schedule 1 attached hereto are true and correct, (ii) which is underwritten strictly in accordance with the Underwriting Guidelines of the Seller, and (iii) which is secured by a Residential Dwelling.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” shall mean any corporation or trade or business that is a member of any group of organizations (i) described in Section 414(b) or (c) of the Code of which the Seller is a member and (ii) solely for purposes of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and Section 412(n) of the Code, described in Section 414(m) or (o) of the Code of which the Seller is a member.

“Eurodollar Rate” shall mean, with respect to each day a Transaction is outstanding, the rate per annum equal to the rate appearing at page 5 of the Telerate Screen as one-month LIBOR at or about 9:00 a.m., New York time, on such date (and if such date is not a Business Day, the Eurodollar Rate in effect on the Business Day immediately preceding such date), and if such rate shall not be so quoted, the average rate per annum at which three mutually acceptable banks are offered Dollar deposits at or about 9:00 a.m., New York City time, on such date by prime banks in the interbank eurodollar market where the eurodollar and foreign currency exchange operations in respect of its Transactions are then being conducted for delivery on such day for a period of thirty (30) days and in an amount comparable to the amount of the Transactions to be outstanding on such day. The Eurodollar Rate shall be reset by the Buyer as described above and the Buyer’s determination of Eurodollar Rate shall be conclusive upon the parties absent manifest error on the part of the Buyer

“Event of Default” has the meaning specified in Section 12.

“Excess Margin” has the meaning specified in Section 3(o).

“Existing Financing Facility” has the meaning specified in Section 10(t).

“Fannie Mae” shall mean the Federal National Mortgage Association, and its successors in interest.

“FICO Loan” shall mean a Mortgage Loan with a FICO score less than 550 and greater than or equal to 500.

“First Lien Mortgage Loan” shall mean an Eligible Asset secured by a first lien on the related Mortgaged Property.

“Foreclosed Loan” shall mean a loan the property securing which has been foreclosed upon by the Seller.

“Freddie Mac” shall mean the Federal Home Loan Mortgage Corporation, and its successors in interest.

“GAAP” shall mean generally accepted accounting principles as in effect from time to time in the United States.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over NCCC, NCAH, NCMC, New Century, Home123, the Guarantor, any of their respective Subsidiaries or any of their properties.

“Guarantee” shall mean, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-well another Person, to purchase assets, goods, securities or services, or to agree to a take-or-pay arrangement or otherwise); provided that the term “Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary course of business, or (ii) obligations to make servicing advances for delinquent taxes and insurance, or other obligations in respect of a Mortgaged Property, or other principal and interest advances made in the ordinary course of servicing the Mortgage Loans. The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

“Guarantor” shall mean New Century Financial Corporation, Inc., a Maryland corporation.

“Guaranty” shall mean the Amended and Restated Guarantee, dated as of November 10, 2006, made by the Guarantor in favor of the Buyer.

“Home123” shall mean Home123 Corporation, a California corporation, and its successors in interest.

“Income” shall mean, with respect to any Mortgage Loan at any time, all collections and proceeds on or in respect of the Mortgage Loans, including, without limitation, any principal thereof then payable and all interest or other distributions payable thereon less any related servicing fee(s) charged by the Servicer.

“Indebtedness” shall mean, for any Person: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within 90 days after the date the respective goods are delivered or the respective services are rendered; (c) Indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective Indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for account of such Person; (e) obligations of such Person under repurchase agreements, sale/buy-back agreements or like arrangements; (f) Indebtedness of others Guaranteed by such Person; (g) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; and (h) Indebtedness of general partnerships of which such Person is a general partner; and (i) Capital Lease Obligations of such Person; provided, however, that for any period, the aggregate Indebtedness of the Guarantor during such period maintained in accordance with GAAP shall be calculated less the aggregate amount of any such Indebtedness that is reflected on the balance sheet of the Guarantor in respect of obligations incurred pursuant to a securitization transaction, solely to the extent such obligations are secured by the assets securitized thereby and are non-recourse to the Guarantor. In the event that any Indebtedness would be excluded from the calculation of Indebtedness but for the existence of recourse, the Guarantor shall be entitled nonetheless to exclude the amount of such Indebtedness that is not subject to recourse. The amount of any recourse shall be the stated or determinable amount thereof or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Guarantor in good faith. Any calculations of Indebtedness provided pursuant to this Agreement shall also separately set forth any Indebtedness of the Guarantor excluded from such calculation pursuant to the proviso in the definition thereof.

“Interest-Only Loan” shall mean any Mortgage Loan as to which scheduled payments only include interest for an initial period of not more than 10 years, after which such Mortgage Loan will fully amortize to maturity.

“Interest Rate Protection Agreement” shall mean, with respect to any or all of the Mortgage Loans, any short sale of US Treasury securities, or futures contract, or options related contract, or interest rate swap, cap or collar agreement or similar arrangement providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies and acceptable to the Buyer.

“Interim Funder” shall mean, with respect to each MERS Designated Mortgage Loan, the Person named on the MERS® System as the interim funder pursuant to the MERS Procedures Manual.

“Investor” shall mean, with respect to each MERS Designated Mortgage Loan, the Person named on the MERS® System as the investor pursuant to the MERS Procedures Manual.

“Investment” shall mean with respect to any Person, any direct or indirect purchase or other acquisition by that Person of a beneficial interest in stock or other securities of any other Person, or any direct or indirect loan, advance (other than advances to employees for moving and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by that Person to any other Person, including all Indebtedness and accounts receivable from that other Person which are not current assets or did not arise from sales to that other Person in the ordinary course of business.

“Jumbo Mortgage Loans” shall mean, collectively, Jumbo(500) Mortgage Loans, Jumbo(750) Mortgage Loans and Super Jumbo Mortgage Loans.

“Jumbo(500) Mortgage Loans” shall mean each Mortgage Loan with a principal balance as of origination of more than $500,000 and less than or equal to $750,000.

“Jumbo(750) Mortgage Loans” shall mean each Mortgage Loan with a principal balance as of origination of more than $750,000.

“Late Payment Fee” has the meaning specified in Section 5(b).

“Letter Agreement” shall mean the Second Amended Pricing Side Letter, dated as of November 10, 2006, by and among the Buyer, NCCC, NCAH, NCMC, New Century and Home123 and acknowledged by the Guarantor.

“Leverage Ratio” shall mean on any date of determination, the ratio of (a) Total Liabilities to (b) Tangible Net Worth.

“Lien” shall mean any mortgage, lien, pledge, charge, security interest or similar encumbrance.

“Loan-to-Value Ratio” or “LTV” means with respect to any Mortgage Loan, the ratio of the original outstanding principal amount of such Mortgage Loan at the time of origination to the lesser of (a) the Appraised Value of the related Mortgaged Property at origination of such Mortgage Loan and (b) if the related Mortgaged Property was purchased within twelve (12) months of the origination of such Mortgage Loan, the purchase price of the related Mortgaged Property.

“Management Shareholders” shall mean Robert K. Cole, Brad A. Morrice, and Edward F. Gotschall.

“Manufactured Home Mortgage Loan” shall mean an Eligible Asset secured by a Residential Dwelling which is a manufactured home.

“Margin Base” shall mean the aggregate Asset Value of all Purchased Assets which are Eligible Assets.

“Margin Deficit” has the meaning specified in Section 4.

“Market Value” shall mean, as of any date in respect of any Mortgage Loan, the price at which such Mortgage Loan could readily be sold as determined in the Buyer’s sole discretion using its reasonable business judgment, which price may be determined to be zero. The Buyer’s determination of Market Value shall be conclusive upon the parties absent manifest error on the part of the Buyer.

“Material Adverse Effect” shall mean a material adverse effect on (a) the Property, business, operations, financial condition or prospects of NCCC, NCAH, NCMC, New Century, Home123 or the Guarantor, (b) the ability of NCCC, NCAH, NCMC, New Century or Home123 to perform its obligations under any of the Repurchase Documents to which it is a party, (c) the validity or enforceability of any of the Repurchase Documents, (d) the rights and remedies of the Buyer under any of the Repurchase Documents, (e) the timely payment of any amounts payable under the Repurchase Documents, (f) the Asset Value of the Purchased Assets or (g) the ability of the Guarantor to perform its obligations under the Guaranty.

“Material Subsidiary” shall mean a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X (17 CFR §210.1-01, et seq), of the Seller or any of its subsidiaries.

“Maximum Amount” shall mean the sum of the Maximum Committed Amount and the Maximum Uncommitted Amount.

“Maximum Committed Amount” shall mean $1,000,000,000.

“Maximum Uncommitted Amount” shall mean $0.

“MERS” shall mean Mortgage Electronic Registration Systems, Inc., and its successors in interest.

“MERS Designated Mortgage Loan” shall mean a Mortgage Loan for which the Seller has designated or will designate MERS as, and has taken or will take such action as is necessary to cause MERS to be, the mortgagee of record, as nominee for the Seller, in accordance with the MERS Procedures Manual.

“MERS Procedures Manual” shall mean the MERS Procedures Manual attached as Exhibit B to the Electronic Tracking Agreement, as it may be amended, supplemented or otherwise modified from time to time.

“MERS Report” shall mean the schedule listing MERS Designated Mortgage Loans and other information prepared by the Electronic Agent pursuant to the Electronic Tracking Agreement.

“MERS® System” shall mean the Electronic Agent’s mortgage electronic registry system, as more particularly described in the MERS Procedures Manual.

“Minimum Pricing Amount” has the meaning specified in the Letter Agreement.

“Mortgage” shall mean the mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first lien or second lien on a fee simple Residential Dwelling securing the Mortgage Note.

“Mortgage File” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Mortgage Loan” shall mean a mortgage loan originated in accordance with the Underwriting Guidelines which the Custodian has been instructed to hold for the Buyer pursuant to the Custodial and Disbursement Agreement including any Wet-Ink Mortgage Loan listed on a Transaction Request, and which Mortgage Loan includes, without limitation, (i) a Mortgage Note and the related Mortgage, and (ii) all right, title and interest of the Seller in and to the Mortgaged Property covered by such Mortgage.

“Mortgage Note” shall mean the original executed promissory note or other evidence of the indebtedness of a Mortgagor with respect to a Mortgage Loan.

“Mortgage-backed Security” shall mean a security (including, without limitation, a participation certificate) that is an interest in a pool of Mortgage Loans or is secured by such an interest.

“Mortgaged Property” shall mean a fee simple interest in the real property (including all improvements, buildings, fixtures, building equipment and personal property thereon and all additions, alterations and replacements made at any time with respect to the foregoing) and all other collateral securing repayment of the debt evidenced by a Mortgage Note.

“Mortgagee” shall mean the record holder of a Mortgage Note secured by a Mortgage.

“Mortgagor” shall mean the obligor or obligors on a Mortgage Note, including any person who has assumed or guaranteed the obligations of the obligor thereunder.

“Multiemployer Plan” shall mean a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been or are required to be made by the Seller or any ERISA Affiliate and that is covered by Title IV of ERISA.

“NCAH” shall mean NC Asset Holding, L.P., a Delaware limited partnership, and its successors in interest.

“NCCC” shall mean NC Capital Corporation, a California corporation, and its successors in interest.

“NCMC” shall mean New Century Mortgage Corporation, a California corporation, and its successors in interest.

“Net Income” shall mean, with respect to any Person for any period, the net income of such Person for such period as determined in accordance with GAAP.

“Net Worth” shall mean with respect to any Person, on any date of determination, the net worth of such Person as of such date, determined in accordance with GAAP.

“New Century” shall mean New Century Credit Corporation, a California corporation, and its successors in interest.

“Non-owner Occupied Mortgage Loans” shall mean each Mortgage Loan with respect to which the improvements on the Mortgaged Property are not occupied by the owner of such Mortgaged Property.

“Origination Date” shall mean the date a Mortgage Loan is funded by any originator and the proceeds are disbursed to a borrower under such Mortgage Loan.

“Payment Calculation Date” shall mean the tenth (10^th) day of each month.

“Payment Date” shall mean two (2) Business Days after the Payment Calculation Date.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Periodic Advance Repurchase Payment” has the meaning specified in Section 5(b).

“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association or government (or any agency, instrumentality or political subdivision thereof).

“Plan” shall mean an employee benefit or other plan established or maintained by any the Seller or any ERISA Affiliate and covered by Title IV of ERISA, other than a Multiemployer Plan.

“Post-Default Rate” shall mean, in respect of any day a Transaction is outstanding or any other amount under this Agreement or any other Repurchase Document that is not paid when due to the Buyer at the stated Repurchase Date or otherwise when due (a “Post-Default Day”), a rate per annum on a 360 day per year basis during the period from and including the due date to but excluding the date on which such amount is paid in full equal to 4% per annum plus the Eurodollar Rate on such Post-Default Day.

“Price Differential” means, with respect to any Transaction hereunder as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the Repurchase Date (reduced by any amount of such Price Differential previously paid by the Seller to the Buyer with respect to such Transaction).

“Pricing Rate” shall mean a rate per annum equal to the sum of (a) the Eurodollar Rate plus (b) the Pricing Spread.

“Pricing Spread” has the meaning specified in the Letter Agreement.

“Prime Rate” shall mean the prime rate announced to be in effect from time to time, as published as the average rate in The Wall Street Journal.

“Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“PUD Mortgage Loan” shall mean an Eligible Asset secured by a Residential Dwelling which is an attached single family dwelling in a planned unit development.

“Purchase Agreement” shall mean any purchase agreement by and between NCCC, NCAH, NCMC, New Century or Home 123 and any third party, including without limitation, any Affiliate of NCCC, NCAH, NCMC, New Century or Home123, pursuant to which NCCC, NCAH, NCMC, New Century or Home123 has purchased assets subsequently sold to the Buyer hereunder.

“Purchase Date” shall mean the date on which Purchased Assets are transferred by the Seller to the Buyer or its designee (including the Custodian).

“Purchase Price” shall mean on each Purchase Date, the price at which Purchased Assets are transferred by the Seller to the Buyer or its designee (including the Custodian) which shall equal the Asset Value for such Purchased Assets on the Purchase Date.

“Purchased Assets” shall mean the Mortgage Loans sold by the Seller to the Buyer in a Transaction, and any Additional Purchased Assets.

“Purchased Items” has the meaning specified in Section 7.

“Regulations T, U and X” shall mean Regulations T, U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and supplemented and in effect from time to time.

“REIT” shall mean a real estate investment trust, as defined in Section 856(a) of the Code.

“REO Property” shall mean real property acquired by the Seller, including a Mortgaged Property acquired through foreclosure of a Mortgage Loan or by deed in lieu of such foreclosure.

“Reportable Event” shall mean any of the events set forth in Section 4043(b) of ERISA or a successor provision thereof, other than those events as to which the thirty day notice period is waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. § 2615 or one or more successor provisions thereof.

“Repurchase Date” shall mean the date on which the Seller is to repurchase the Purchased Assets from the Buyer as specified in the related Confirmation, including any date determined by application of the provisions of Sections 3 or 13; which date shall be specified as “open” unless otherwise requested by the Seller and agreed by the Buyer; provided that in no event shall the Repurchase Date be in excess of 364 days after the Purchase Date. If the Transaction is “open”, the Repurchase Date shall be one (1) Business Day after the date upon which either the Buyer (in its sole discretion) or the Seller (in its sole discretion) provides to the other written notice of its intention to sell or repurchase, as applicable, the applicable Mortgage Loans; provided that the Repurchase Date shall not, in any event, exceed 364 days from the date hereof.

“Repurchase Documents” shall mean this Agreement, the Custodial and Disbursement Agreement, the Guaranty, the Electronic Tracking Agreement, the Account Agreement and all other documents or agreements executed in connection therewith.

“Repurchase Obligations” shall have the meaning specified in Section 7(b).

“Repurchase Price” means the price at which Purchased Assets are to be transferred from the Buyer or its designee (including the Custodian) to the Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such determination, including any amounts paid pursuant to Requests for Additional Transactions for Excess Margin under Section 3(o), decreased by all cash, Income and Periodic Advance Repurchase Payments (including Late Payment Fees, if any) actually received by the Buyer pursuant to Sections 5(a) or 5(b), respectively.

“Requirement of Law” shall mean as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Residential Dwelling” shall mean any one of the following: (i) a detached single family dwelling, (ii) a two-to-four family dwelling, (iii) a unit in a condominium project, (iv) a detached single family dwelling in a planned unit development or (v) manufactured housing units. Mortgaged Properties that consist of the following property types are not Residential Dwellings: (a) co-operative units, (b) log homes, (c) earthen homes, (d) underground homes, and (e)  any dwelling situated on more than ten acres of property.

“Responsible Officer” shall mean, as to any Person, the chief executive officer, the president, the chief financial officer, the treasurer, the chief operating officer or an executive vice-president of such Person.

“SEC” shall mean the Securities and Exchange Commission.

“Second Lien Mortgage Loans” shall mean an Eligible Asset secured by a lien on the Mortgaged Property, subject to one prior lien on such Mortgaged Property.

“Security Agreement” shall mean with respect to any Mortgage Loan, any contract, instrument or other document related to security for repayment thereof (other than the related Mortgage and Mortgage Note), executed by the Mortgagor and/or others in connection with such Mortgage Loan, including without limitation, any security agreement, guaranty, title insurance policy, hazard insurance policy, chattel mortgage, letter of credit or certificate of deposit or other pledged accounts, and any other documents and records relating to any of the foregoing.

“Seller” shall mean NCCC, NCAH, NCMC, New Century and Home123.

“Seller Asset Schedule” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Seller-Related Obligations” shall mean any obligations, representations, warranties and covenants of NCCC, NCAH, NCMC, New Century or Home123 hereunder and under any other arrangement between NCCC, NCAH, NCMC, New Century or Home123 or a Subsidiary of NCCC, NCAH, NCMC, New Century or Home123 on the one hand and the Buyer or an Affiliate of the Buyer on the other hand.

“Servicer” shall have the meaning specified in Section 24.

“Servicer Account” shall mean any account established by the Servicer in connection with the servicing of the Mortgage Loans.

“Servicing Agreement” has the meaning specified in Section 24.

“Servicing Contract” shall mean a contract or agreement purchased by NCCC, NCAH, NCMC, New Century or Home123 or entered into by NCCC, NCAH, NCMC, New Century or Home123 for its own account (and not as nominee or subservicer), whether now existing or hereafter purchased or entered into, pursuant to which NCCC, NCAH, NCMC, New Century or Home123 services Mortgage Loans or Mortgage Loan pools for Persons other than itself or the other Seller.

“Servicing File” means with respect to each Mortgage Loan, the file retained by the Seller consisting of originals of all documents in the Mortgage File which are not delivered to a Custodian and copies of all documents in the Mortgage File set forth in Section 2 of the Custodial and Disbursement Agreement.

“Servicing Records” has the meaning specified in Section 24.

“Settlement Agent” shall mean, with respect to any Transaction, the entity, which may be a title company, escrow company or attorney in accordance with local law and practice in the jurisdiction where the related Wet-Ink Mortgage Loan is being originated, which funds such Mortgage Loan with amounts wired pursuant to the terms of an Existing Financing Facility.

“Sub-Limit Percentage” shall mean the aggregate Asset Value multiplied by a percentage equal to the percentage of all outstanding Transactions which are Committed Transactions or Uncommitted Transactions, as applicable.

“Subordinated Debt” shall mean any Indebtedness of NCCC, NCAH, NCMC, New Century or Home123, now existing or hereafter created, incurred or arising, which is subordinated in right of payment to the payment of all obligations hereunder in a manner and to an extent that the Buyer has approved in writing prior to the creation of such Indebtedness.

“Subsidiary” shall mean, with respect to any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership, limited liability company or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Super Jumbo Mortgage Loans” shall mean each Mortgage Loan with a principal balance as of origination of more than $1,000,000 but less than $1,500,000.

“Tangible Net Worth ” shall mean, with respect to any Person, as of any date of determination, the consolidated net worth of such Person and its subsidiaries, less the consolidated net book value of all assets of such Person and its subsidiaries (to the extent reflected as an asset on the balance sheet of such Person or any subsidiary of such Person at such date) which will be treated as intangibles under GAAP, including, without limitation, such items as deferred financing expenses, net leasehold improvements, goodwill, trademarks, trade names, service marks, copyrights, patents, licenses and unamortized debt discount and expense; provided that residual securities owned by such Person shall not be treated as intangibles for purposes of this definition.

“Term Purchased Asset” shall mean any Purchased Asset for which the Buyer and the Seller shall have agreed that the Repurchase Date is not “open”.

“Termination Date” shall mean the date which is 364 days from the date hereof which shall be November 10, 2007 or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law, as may be extended pursuant to Section 3(m).

“Test Period” has the meaning specified in Section 11(s).

“Total Liabilities” shall mean on any date of determination with respect to any Person, the amount, on a consolidated basis, of the liabilities of such Person and its respective Subsidiaries, determined in accordance with GAAP, minus Subordinated Debt; provided, however, that for any period, the aggregate Total Liabilities of any Person during such period maintained in accordance with GAAP shall be calculated less the aggregate amount of any such Total Liabilities that are reflected on the balance sheet of such Person in respect of obligations incurred pursuant to a securitization transaction, solely to the extent such obligations are secured by the assets securitized thereby and are non-recourse to such Person. In the event that any liabilities would be excluded from the calculation of Total Liabilities but for the existence of recourse, such Person shall be entitled nonetheless to exclude the amount of such liabilities that are not subject to recourse. The amount of any recourse shall be the stated or determinable amount thereof or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. Any calculations of Total Liabilities provided pursuant to this Agreement shall also separately set forth any liabilities of such Person excluded from such calculation pursuant to the proviso in the definition thereof.

“Transaction” has the meaning specified in Section 1.

“Transaction Request” means a request from the Seller to the Buyer, in the form attached as Exhibit I hereto, to enter into a Transaction, which may be delivered via Electronic Transmission.

“True Sale Certification” shall mean a true sale certification in the form of Exhibit VI attached hereto.

“Trust Receipt” shall mean a trust receipt issued by the Custodian to the Buyer confirming the Custodian’s possession of certain Mortgage Files which are held by the Custodian for the benefit of the Buyer or the registered holder of such trust receipt.

“Uncommitted Transaction” has the meaning set forth in the recitals hereto.

“Underwriting Guidelines” shall mean the underwriting guidelines delivered by the Seller to the Buyer on or prior to the Effective Date and as may be modified or supplemented from time to time thereafter as approved by the Buyer in its sole discretion attached hereto as Exhibit II.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect on the date hereof in the State of New York; provided that if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection and the priority of the security interest in any Purchased Item is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection and the priority of the security interest.

“Wet-Ink Mortgage Loan” shall mean an Eligible Asset which is sold to the Buyer on the origination date thereof by the Seller, which origination is in accordance with the Underwriting Guidelines and is funded in part or in whole with cash advanced directly to an escrow agent, Settlement Agent, or Warehouse Lender approved by the Buyer in its sole discretion.

(A) an event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Assets through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or

(B) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in the Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or

(C) there shall have occurred a material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Agreement;

Each Transaction Request delivered by the Seller hereunder shall constitute a certification by each of NCCC, NCAH, NCMC, New Century and Home123 that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase) and shall be deemed to be a request for a Committed Transaction; provided that if after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall have Purchase Prices in excess of the Maximum Committed Amount, such latest request shall be deemed a request for an Uncommitted Transaction.

Each of NCCC, NCAH, NCMC, New Century and Home123 hereby requests that the Buyer, on each Business Day, convert each Eligible Asset which is a Wet-Ink Mortgage Loan for which the Mortgage File has been received by the Custodian in accordance with the Custodial and Disbursement Agreement to a dry Mortgage Loan and this request shall constitute a certification by each of NCCC, NCAH, NCMC, New Century and Home123 that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date hereof and as of the date of such conversion).

With respect to any request for an Uncommitted Transaction, unless otherwise agreed in writing, upon receipt of the Transaction request, the Buyer may, in its sole discretion, agree to enter into that portion of the requested Transaction representing a request for an Uncommitted Transaction and such agreement shall be evidenced by a Confirmation to be delivered to the Seller on the Purchase Date as described below.

On each Purchase Date, the Buyer shall forward to the Seller a confirmation (a “Confirmation”) by Electronic Transmission setting forth with respect to each Transaction funded on such date, (1) the mortgage loan numbers, (2) the Purchase Price for such Purchased Assets, (3) the Market Value of the related Mortgage Loans as of the date of such Confirmation, (4) the outstanding principal amount of the related Mortgage Loans, (5) the Repurchase Date, (6) the Pricing Rate and (7) the Class designations of such Purchased Assets. The Buyer shall forward to the Seller a revised Confirmation by Electronic Transmission notifying the Seller as to any changes made by the Buyer in the Pricing Spread, Purchase Percentage or Reduction Amount pursuant to the terms hereof.

On each date that all the documents set forth in Section 2(a)(i) of the Custodial and Disbursement Agreement are received by the Custodian with respect to any Wet-Ink Mortgage Loan, and the Custodian delivers to the Buyer a Trust Receipt attaching an Asset Schedule and Exception Report or Basic Status Report and Exception Report, as applicable, with respect to such Eligible Assets, the Buyer shall forward to the Seller a new Confirmation by Electronic Transmission setting forth the following information, updated to reflect the revised Pricing Rate, and, if applicable, Market Value as a result of the conversion of such Mortgage Loan, (1) the mortgage loan numbers, (2) the Purchase Price for such Purchased Assets, (3) the Market Value of the related Mortgage Loans, (4) the outstanding principal amount of the related Mortgage Loans, (5) the Repurchase Date, (6) the Pricing Rate and (7) the Class designations of such Purchased Assets.

In the event the Seller disagrees with any terms of the Confirmation, the Seller shall notify the Buyer in writing of such disagreement within one (1) Business Day after receipt of such Confirmation unless a corrected Confirmation is sent by the Buyer. An objection sent by the Seller must state specifically that it is an objection, must specify the provision(s) being objected to by the Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by the Buyer no more than one (1) Business Day after the Confirmation was received by the Seller.

Any payment made by the Seller to repurchase Purchased Assets shall be first applied to repurchase Purchased Assets under the Uncommitted Transactions until all outstanding Uncommitted Transactions have been terminated; it being understood that it is the intention of the parties hereto that at no time shall there be any outstanding Uncommitted Transactions when the aggregate amount of the Purchase Price with respect to all outstanding Committed Transactions is less than the Maximum Committed Amount.

and the result of any of the foregoing is to increase the cost to the Buyer, by an amount which the Buyer deems to be material, of entering, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, then, in any such case, the Seller shall promptly pay the Buyer such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer for such increased cost or reduced amount receivable. The Buyer shall deliver to the Seller an invoice setting forth all such increased costs and reduced amounts receivable.

Title to all Purchased Assets and Purchased Items shall pass to the Buyer and the Buyer shall have free and unrestricted use of all Purchased Assets and Purchased Items. Nothing in this Agreement shall preclude the Buyer from engaging in repurchase transactions with the Purchased Assets and Purchased Items or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Assets and Purchased Items, all on terms that the Buyer may determine in its sole discretion. Nothing contained in this Agreement shall obligate the Buyer to segregate any Purchased Assets and Purchased Items delivered to the Buyer by the Seller.

Each of NCCC, NCAH, NCMC, New Century and Home123 represents and warrants to the Buyer that as of the Purchase Date for the purchase of any Purchased Assets by the Buyer from the Seller and as of the date of this Agreement and any Transaction hereunder and at all times while the Repurchase Documents and any Transaction hereunder are in full force and effect:

On and as of the date of this Agreement and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, each of NCCC, NCAH, NCMC, New Century and Home123 covenants that it will:

The Seller shall furnish to the Buyer, at the time the Seller furnishes each set of financial statements pursuant to paragraphs (a) and (b) above, a certificate of a Responsible Officer of the Seller to the effect that, to the best of such Responsible Officer’s knowledge, the Seller during such fiscal period or year has observed or performed in all material respects all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Repurchase Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action the Seller has taken or proposes to take with respect thereto).

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Seller setting forth details of the occurrence referred to therein and stating what action the Seller has taken or proposes to take with respect thereto.

If any of the following events (each, an “Event of Default”) occur, the Seller and the Buyer shall have the rights set forth in Section 13, as applicable:

(A) (i) the Seller’s obligations in such Transactions to repurchase all Purchased Assets, at the Repurchase Price therefor on the Repurchase Date, and to pay all other amounts owed by the Seller hereunder, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by the Buyer and applied to the aggregate unpaid Repurchase Prices and any other amounts owed by the Seller hereunder, and (iii) the Seller shall immediately deliver to the Buyer any Purchased Assets subject to such Transactions then in NCCC’s, NCAH’s, NCMC’s, New Century’s or Home123’s possession or control;

(B) to the extent permitted by applicable law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price, (x) the Post-Default Rate to (y) the Repurchase Price for such Transaction as of the Repurchase Date (decreased as of any day by (i) any amounts actually in the possession of the Buyer pursuant to clause (C) of this subsection, (ii) any proceeds from the sale of Purchased Assets applied to the Repurchase Price pursuant to subsection (a)(4) of this Section 13, and (iii) any amounts applied to the Repurchase Price pursuant to subsection (a)(4) of this Section 13); and

(C) all Income actually received by the Buyer pursuant to Section 5 (excluding any Late Payment Fees paid pursuant to Section 5(b)) shall be applied to the aggregate unpaid Repurchase Price owed by the Seller.

The Buyer and the Seller shall have the right (but not the obligation) from time to time to make or cause to be made tape recordings of communications between its employees and those of the other party with respect to Transactions upon notice to the other party of such recording. The Buyer and the Seller consent to the admissibility of such tape recordings in any court, arbitration, or other proceedings. The parties agree that a duly authenticated transcript of such a tape recording shall be deemed to be a writing conclusively evidencing the parties’ agreement.

The Buyer and the Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and that each has been entered into in consideration of the other Transactions. Accordingly, each of the Buyer and the Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transaction hereunder; (iii) that payments, deliveries, and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries, and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries, and other transfers may be applied against each other and netted and (iv) to promptly provide notice to the other after any such set off or application.

Except as otherwise expressly permitted by this Agreement, all notices, requests and other communications provided for herein and under the Custodial and Disbursement Agreement (including without limitation any modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including without limitation by email, telex or telecopy) delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages hereof or thereof); or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. Except as otherwise provided in this Agreement and except for notices given under Section 3 (which shall be effective only upon receipt), all such communications shall be deemed to have been duly given when transmitted by telecopy or personally delivered or, in the case of a mailed notice, upon receipt.

This Agreement together with the other Repurchase Documents constitutes the entire understanding between the Buyer and the Seller with respect to the subject matter it covers and shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions involving Purchased Assets. By acceptance of this Agreement, the Buyer and the Seller acknowledge that they have not made, and are not relying upon, any statements, representations, promises or undertakings not contained in this Agreement. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. No amendment, modification or release from any provision of this Agreement shall be effective unless in writing and executed by or on behalf of the party or parties to be charged therewith and shall be effective only in the specific instance and for the specific purpose for which given.

The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by the Seller or the Buyer without the prior written consent of the other party, and any attempted assignment without such consent shall be null and void. Notwithstanding the foregoing, the Buyer may assign its rights and remedies under this Agreement and under any Transaction without the consent of the Seller (a) to any Affiliate of the Buyer (with notice to the Seller), and (b) in connection with any pledge, rehypothecation or other right permitted pursuant to Section 9. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Agreement express or implied, shall give to any person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement.

Except as set forth below, this Agreement may be terminated by the Seller upon giving written notice to the Buyer and payment of the Minimum Pricing Amount except that this Agreement shall, notwithstanding such notice, remain applicable to any Transaction then outstanding; provided that the Repurchase Date for any such Transaction outstanding shall be the earlier to occur of (i) the original Repurchase Date pursuant to the applicable Confirmation and (ii) 20 days from the date of such notice of termination. Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty, and the Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that the Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. Notwithstanding any such termination or the occurrence of an Event of Default, all of the representations and warranties and covenants hereunder shall continue and survive. The obligations of the Seller under Section 14 shall survive the termination of this Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES.

EACH OF BUYER, NCCC, NCAH, NCMC, NEW CENTURY AND HOME123 HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT VENUE AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH BUYER SHALL HAVE BEEN NOTIFIED;

(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

(E) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER REPURCHASE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

No failure on the part of the Buyer or the Seller to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any Repurchase Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any Repurchase Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. An Event of Default shall be deemed to be continuing unless expressly waived by the Buyer in writing.

The Buyer represents and warrants to the Seller that as of the Effective Date and as of the Repurchase Date for the repurchase of any Purchased Assets by the Seller from the Buyer hereunder:

If the Buyer and the Seller are “financial institutions” as now or hereinafter defined in Section 4402 of Title 12 of the United States Code (“Section 4402”) and any rules or regulations promulgated thereunder,

The Seller acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that upon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to the Seller, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Seller and/or the Custodian. The Seller also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that the Buyer may purchase Mortgage Loans from the Seller based solely upon the information provided by the Seller to the Buyer in the Seller Asset Schedule and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans purchased in a Transaction, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Seller. The Buyer shall pay all out-of-pocket costs and expenses incurred by the Buyer in connection with the Buyer’s activities pursuant to this Section 28 (“Due Diligence Costs”); provided that, (i) in the event that a Default or an Event of Default shall have occurred or (ii) in the event that the Buyer shall determine the need to confirm compliance with local, state or federal laws concerning the regulation of predatory lending practices, the Seller shall reimburse the Buyer for all Due Diligence Costs for any and all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with the Buyer’s activities pursuant to this Section 28; provided further, that the Buyer shall not be obligated to pay such costs and expenses in any 12-month period in excess of $50,000 unless an Event of Default shall have occurred.

Each of NCCC, NCAH, NCMC, New Century and Home123 hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Until the occurrence of a Default or Event of Default, the Buyer shall not direct a Servicer in its servicing of the Purchased Assets or commence any servicing actions with respect to the Mortgage Loans pursuant to this Section 29(a). Neither the Buyer nor any of its officers, directors, employers or agents shall be responsible to the Seller for any failure to act hereunder prior to a Default or Event of Default.

Each of the Seller and the Buyer hereby acknowledges and agrees that all information regarding the terms set forth in any of the Repurchase Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party without the prior written consent of such other party except to the extent that (i) it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable federal or state laws, (ii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iii) in the event of a Default or an Event of Default, the Buyer determines such information to be necessary or desirable to disclose in connection with the re-hypothecation or marketing and sales of the Purchased Assets or to enforce or exercise the Buyer’s rights hereunder. The provisions set forth in this Section 31 shall survive the termination of this Agreement for a period of one year following such termination. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal income tax treatment of the Transactions, any fact relevant to understanding the federal tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal income tax treatment; provided that the Seller may not disclose the name of or identifying information with respect to the Buyer or any pricing terms (including, without limitation, the Pricing Spread, Purchase Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the purported or claimed federal income tax treatment of the Transactions and is not relevant to understanding the purported or claimed federal income tax treatment of the Transactions, without the prior written consent of the Buyer. The Buyer acknowledges that this Agreement will be filed with the SEC.

In the event of any conflict among the terms of this Agreement, any other Repurchase Document and any Confirmation, the documents shall control in the following order of priority: first, the terms of the Confirmation shall prevail, then the terms of this Agreement shall prevail, and then the terms of the other Repurchase Documents shall prevail.

In addition to any rights and remedies of the Buyer provided by this Agreement and by law, the Buyer shall have the right, without prior notice to the Seller, any such notice being expressly waived by the Seller to the extent permitted by applicable law, upon any amount becoming due and payable by the Seller to the Buyer hereunder or otherwise (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all monies and other property of the Seller, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any and all other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the Buyer or any Affiliate thereof to or for the credit or the account of the Seller. The Buyer agrees promptly to notify the Seller after any such set-off and application made by the Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date set forth above.

BUYER:

IXIS REAL ESTATE CAPITAL INC.

By: /s/ Anthony Malanga
Name: Anthony Malanga
Title: Managing Director


By: /s/ Christopher Hayden
Name: Christopher Hayden
Title: Managing Director

SELLER:

NEW CENTURY MORTGAGE CORPORATION

By: /s/ Kevin Cloyd
Name: Kevin Cloyd
Title: President


Address for Notices:

18400 Von Karman, Suite 1000
Irvine, California 92612
Attn: General Counsel
Telecopier No.: (949)  ###-###-####
Telephone No: (949)  ###-###-####

NC CAPITAL CORPORATION

By: /s/ Kevin Cloyd
Name: Kevin Cloyd
Title: President


Address for Notices:
18400 Von Karman, Suite 1000
Irvine, California 92612
Attn: General Counsel
Telecopier No.: (949)  ###-###-####
Telephone No: (949)  ###-###-####

NC ASSET HOLDING, L.P.

By: NC DELTEX, its general partner

By: NC CAPITAL CORPORATION, its sole member

By: /s/ Kevin Cloyd
Name: Kevin Cloyd
Title: President


Address for Notices:
18400 Von Karman, Suite 1000
Irvine, California 92612
Attn: General Counsel
Telecopier No.: (949)  ###-###-####
Telephone No: (949)  ###-###-####

NEW CENTURY CREDIT CORPORATION

By: /s/ Kevin Cloyd
Name: Kevin Cloyd
Title: President


Address for Notices:
18400 Von Karman, Suite 1000
Irvine, California 92612
Attn: General Counsel
Telecopier No.: (949)  ###-###-####
Telephone No: (949)  ###-###-####

HOME123 CORPORATION

By: /s/ Kevin Cloyd
Name: Kevin Cloyd
Title: Executive Vice President


Address for Notices:
18400 Von Karman, Suite 1000
Irvine, California 92612
Attn: General Counsel
Telecopier No.: (949)  ###-###-####
Telephone No: (949)  ###-###-####

The undersigned guarantor hereby (a) consents and agrees to the foregoing Fifth Amended and Restated Master Repurchase Agreement, dated as of November 10, 2006 (the “Repurchase Agreement”), and (b) acknowledges that the terms of the Repurchase Agreement shall be covered by the Guaranty, as defined therein:

NEW CENTURY FINANCIAL CORPORATION

By: /s/ Kevin Cloyd
Name: Kevin Cloyd
Title: Executive Vice President


By: /s/ Brad A. Morrice
Name: Brad A. Morrice
Title: President and CEO

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