0001299933-05-006064 Sample Contracts

GUARANTY
Guaranty • November 18th, 2005 • New Century Financial Corp • Real estate investment trusts • New York

GUARANTY, dated as of November 15, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Guaranty”), is made and entered upon the terms hereinafter set forth by NEW CENTURY FINANCIAL CORPORATION, a corporation duly incorporated and in good standing in the State of Maryland (the “Guarantor”), in favor of MORGAN STANLEY MORTGAGE CAPITAL INC. (the “Lender” and the “Beneficiary”), pursuant to that certain Master Loan and Security Agreement, dated as of November 15, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and among NC Capital Corporation (“NC Capital”), New Century Mortgage Corporation (“New Century”), NC Residual II Corporation (“NC Residual”), New Century Credit Corporation (“NC Credit”, together with NC Capital, New Century and NC Residual, collectively, the “Borrowers”, each, a “Borrower”), the Lender and MORGAN STANLEY MORTGAGE CAPITAL INC., as agent (in suc

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MASTER LOAN AND SECURITY AGREEMENT
Master Loan and Security Agreement • November 18th, 2005 • New Century Financial Corp • Real estate investment trusts • New York

MASTER LOAN AND SECURITY AGREEMENT, dated as of November 15, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Loan Agreement”), by and among NC CAPITAL CORPORATION, a California corporation (“NC Capital”), NEW CENTURY MORTGAGE CORPORATION, a California corporation (“New Century”), NC RESIDUAL II CORPORATION, a Delaware corporation (“NC Residual”), NEW CENTURY CREDIT CORPORATION, a California corporation (“NC Credit”, together with NC Capital, New Century and NC Residual, collectively, the “Borrowers”, each, a “Borrower”), and MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, as a Lender and agent for the Lender (in such capacity, the “Agent”).

AMENDMENT NO. 1 TO MASTER LOAN AND SECURITY AGREEMENT
Master Loan and Security Agreement • November 18th, 2005 • New Century Financial Corp • Real estate investment trusts • New York

AMENDMENT NO. 1, dated as of November 18, 2005 (this “Amendment”), to that certain Master Loan and Security Agreement, dated as of November 15, 2005 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Loan Agreement”, as modified hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and among NC CAPITAL CORPORATION, a California corporation (“NC Capital”), NEW CENTURY MORTGAGE CORPORATION, a California corporation (“New Century”), NC RESIDUAL II CORPORATION, a Delaware corporation (“NC Residual”), NEW CENTURY CREDIT CORPORATION, a California corporation (“NC Credit”, together with NC Capital, New Century and NC Residual, collectively, the “Borrowers”, each, a “Borrower”), and MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, as a Lender and agent for the Lender (in such capacity, the “Agent”). Capitalized terms used but not otherwise defined herein shall have

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