0001299933-06-001067 Sample Contracts

MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • February 17th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

This is a MASTER REPURCHASE AGREEMENT, dated as of February 15, 2006, between NEW CENTURY MORTGAGE CORPORATION, a California corporation (a “Seller”), NEW CENTURY WAREHOUSE CORPORATION, a California corporation (“Warehouse Corporation” or a “Seller”, and together with New Century Mortgage Corporation, the “Sellers”), NEW CENTURY FINANCIAL CORPORATION (the “Guarantor”) and GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (the “Buyer”).

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NEW CENTURY FINANCIAL CORPORATION 2004 PERFORMANCE INCENTIVE PLAN PERFORMANCE- BASED AWARD AGREEMENT 12-Month Period Ending December 31, 2006
Restricted Stock Award Agreement • February 17th, 2006 • New Century Financial Corp • Real estate investment trusts • Maryland

THIS PERFORMANCE-BASED AWARD AGREEMENT (this “Agreement”) is dated as of February 2, 2006 (the “Award Date”), by and between NEW CENTURY FINANCIAL CORPORATION, a Maryland corporation (the “Corporation”), and (the “Participant”).

NEW CENTURY FINANCIAL CORPORATION 2004 PERFORMANCE INCENTIVE PLAN PERFORMANCE- BASED AWARD AGREEMENT 6-Month Period Ending June 30, 2006
Performance-Based Award Agreement • February 17th, 2006 • New Century Financial Corp • Real estate investment trusts • Maryland

THIS PERFORMANCE-BASED AWARD AGREEMENT (this “Agreement”) is dated as of February 2, 2006 (the “Award Date”), by and between NEW CENTURY FINANCIAL CORPORATION, a Maryland corporation (the “Corporation”), and (the “Participant”).

GUARANTY
Guaranty • February 17th, 2006 • New Century Financial Corp • Real estate investment trusts • New York

GUARANTY, dated as of February 15, 2006 (as amended from time to time, the “Guaranty”), made by New Century Financial Corporation (the “Guarantor”) in favor of Goldman Sachs Mortgage Company (the “Buyer”), party to the Master Repurchase Agreement dated February 15, 2006 by and among Buyer, New Century Warehouse Corporation (a “Seller”) and New Century Mortgage Corporation (a “Seller”, and together with New Century Warehouse Corporation, the “Sellers”) (as amended from time to time, the “Repurchase Agreement”).

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