0001193125-05-001058 Sample Contracts

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GUARANTY AGREEMENT
Guaranty Agreement • January 5th, 2005 • New Century Financial Corp • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT, dated as of December 29, 2004, (as amended, supplemented and otherwise modified from time to time, this “Guaranty”), is made by and between NEW CENTURY FINANCIAL CORPORATION (f/k/a New Century REIT, Inc.) (together with its successors and permitted assigns, the “Guarantor”) and CITIGROUP GLOBAL MARKETS REALTY CORP. (the “Buyer”, which term shall include its successors and assigns and any Buyer for whom the Buyer acts as Agent as defined and provided for in the Master Repurchase Agreement referred to below).

AMENDMENT NUMBER EIGHT to the Master Repurchase Agreement dated as of May 30, 2002 by and between NEW CENTURY FUNDING SB-1, a Delaware statutory trust and CITIGROUP GLOBAL MARKETS REALTY CORP. (as successor to SALOMON BROTHERS REALTY CORP.)
Master Repurchase Agreement • January 5th, 2005 • New Century Financial Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER EIGHT (this “Amendment Number Eight”) is made this 29th day of December, 2004, by and among NEW CENTURY FUNDING SB-1, a Delaware statutory trust, having an address at c/o Christiana Bank & Trust Company, 1314 King Street, Wilmington, Delaware, 19801 (“NC SB-1”) and CITIGROUP GLOBAL MARKETS REALTY CORP. (as successor to Salomon Brothers Realty Corp.), having an address at 390 Greenwich Street, New York, New York 10013 (the “Buyer”) to the Master Repurchase Agreement, dated as of May 30, 2002, between NC SB-1 and the Buyer, as amended (the “Agreement”).

AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT
Master Loan and Security Agreement • January 5th, 2005 • New Century Financial Corp • Real estate investment trusts • New York

AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT, dated as of December 29, 2004, among New Century Mortgage Corporation, a California Corporation, (the “Servicer”) NC Capital Corporation, a California corporation, (the “Borrower”) New Century Financial Corporation, a Maryland corporation (the “Guarantor”) and Citigroup Global Markets Realty Corp. (as successor to Salomon Brothers Realty Corp.), a New York corporation (the “Lender”).

GUARANTY AGREEMENT
Guaranty Agreement • January 5th, 2005 • New Century Financial Corp • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT, dated as of December 29, 2004, (as amended, supplemented and otherwise modified from time to time, this “Guaranty”), is made by and between NEW CENTURY FINANCIAL CORPORATION (together with its successors and permitted assigns, the “Guarantor”) and CITIGROUP GLOBAL MARKETS REALTY CORP. (the “Lender”), party to the Master Loan and Security Agreement referred to below.

AMENDMENT NUMBER THREE to the Amended and Restated Letter Agreement dated as of October 1, 2004 by and among NEW CENTURY MORTGAGE CORPORATION NC CAPITAL CORPORATION NEW CENTURY CREDIT CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.
Letter Agreement • January 5th, 2005 • New Century Financial Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made this 29th day of December, 2004, 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 CREDIT CORPORATION, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NC Credit”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 390 Greenwich Street, New York, New York 10013 (“Citigroup”) to the AMENDED & RESTATED LETTER AGREEMENT, dated as of October 1, 2004, among NC Mortgage, NC Capital, NC Credit and Citigroup, as amended (the “Letter Agreement”).

AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • January 5th, 2005 • New Century Financial Corp • Real estate investment trusts • New York

THIS AMENDMENT NO. 4, made as of December 30, 2004 (“Amendment No. 4”), by and among BEAR STEARNS MORTGAGE CAPITAL CORPORATION (the “Buyer”), NC CAPITAL CORPORATION (“NC Capital”), NC RESIDUAL II CORPORATION (“NC Residual”) and NEW CENTURY CREDIT CORPORATION (“NC Credit”, and together with NC Capital and NC Residual, each a “Seller” and collectively the “Sellers”).

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