EX-10.2






EXHIBIT 10.2




GUARANTY AGREEMENT




THIS GUARANTY AGREEMENT, dated as of August 1, 2006, (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 “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).



RECITALS




WHEREAS, pursuant to the Master Repurchase Agreement, dated as of August 1, 2006 (as amended,
supplemented or otherwise modified from time to time, the “Master Repurchase Agreement”),
among New Century Mortgage Corporation (“NCMC”), as a seller, Home123 Corporation
(“Home123”), as a seller, NC Capital Corporation (“NC Capital”), as a seller, New
Century Credit Corporation (“NCCC”), as a seller (NCMC, Home123, NC Capital and NCCC, each
a Seller and collectively, jointly and severally, the “Sellers”), the Guarantor and the
Buyer, the Buyer has agreed to purchase certain loans and related assets (as more particularly
defined in the Master Repurchase Agreement, the “Purchased Assets”) from the Sellers and
the Sellers have agreed to repurchase such Purchased Assets upon the terms and subject to the
conditions set forth therein; and



WHEREAS, as of the date hereof, each Seller is a direct or an indirect wholly-owned subsidiary
of the Guarantor, and the Guarantor will therefore derive a substantial direct and indirect benefit
from the Buyer’s purchase and sale of Purchased Assets from and to the related Seller pursuant to
the Master Repurchase Agreement. To induce the Buyer to enter into the Master Repurchase Agreement
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor has agreed (subject to certain limitations) to guaranty each Seller’s
obligations with respect to the Master Repurchase Agreement and the documents referenced therein;
and



WHEREAS, it is a condition precedent to the obligation of the Buyer entering into the Master
Repurchase Agreement and to the obligation of the Buyer to purchase the Purchased Assets
from the Sellers under the Master Repurchase Agreement that the Guarantor shall have executed and
delivered this Guaranty to the Buyer.



NOW, THEREFORE, for good and valuable consideration, receipt of which by the parties hereto is
hereby acknowledged, the parties hereto hereby agree as follows:



1. Defined Terms.



(a) Unless otherwise defined herein, terms defined in the Master Repurchase Agreement and used
herein shall have the meanings given to them in the Master Repurchase Agreement.




(b) “Expiration Date” shall have the meaning set forth in Section 2(d)
herein.



(c) “Obligations” shall mean the obligations and liabilities of the Sellers to the
Buyer, including, without limitation, the obligations whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or
out of or in connection with the Master Repurchase Agreement, any other Program Documents and any
other document made, delivered or given in connection therewith or herewith, whether on account of
covenants, Repurchase Prices, reimbursement obligations, fees, indemnities, costs, expenses
(including, without limitation, all fees and disbursements of counsel to the Buyer that are
required to be paid by the Sellers pursuant to the terms of the Master Repurchase Agreement) or
otherwise.



(d) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this
Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this
Guaranty, and section and paragraph references are to this Guaranty unless otherwise specified.



(e) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.



2. Guaranty.



(a) The Guarantor hereby, unconditionally and irrevocably, guarantees to the Buyer and its
successors, indorsees, transferees and assigns the prompt and complete payment and performance by
the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations.



(b) The Guarantor further agrees to pay any and all expenses (including, without limitation,
all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in
enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing
any rights with respect to, or collecting against, the Guarantor under this Guaranty. This
Guaranty shall remain in full force and effect until the Obligations are paid in full,
notwithstanding that from time to time prior thereto a Seller may be free from any Obligations.



(c) [Reserved].



(d) No payment or payments made by a Seller, the Guarantor, any other guarantor or any other
Person or received or collected by the Buyer from a Seller, the Guarantor, any other guarantor or
any other Person by virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of the Obligations shall
be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder.
Notwithstanding any such payment or payments other than payments made by the Guarantor in respect
of the Obligations or payments received or collected from the Guarantor in respect of the
Obligations, the Guarantor shall remain liable for the Obligations until the Obligations are paid
in full and the Master Repurchase Agreement is terminated (such date, the “Expiration
Date”).



(e) The Guarantor agrees that whenever, at any time, or from time to time, it shall make any
payment to the Buyer on account of its liability hereunder, it will notify the Buyer in writing
that such payment is made under this Guaranty for such purpose.



3. Representations and Warranties of the Guarantor. The Guarantor hereby represents
and warrants that:



(a) It is duly organized and validly existing in good standing under the laws of the
jurisdiction under which it is organized and is duly qualified to do business and is in good
standing in every other jurisdiction as to which the nature of the business conducted by it makes
such qualification necessary.



(b) It has the full power, authority and legal right to execute, deliver and perform its
obligations under this Guaranty. This Guaranty has been duly authorized, executed and delivered by
it, has not been amended or otherwise modified, is in full force and effect and is the legal, valid
and binding obligation of the Guarantor, enforceable against it in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights of creditors generally and to the application of general
principles of equity (regardless of whether considered in a proceeding in equity or at law).



(c) Neither the execution and delivery of this Guaranty nor the consummation of the
transactions contemplated herein will conflict with or result in a breach of, or require any
consent under, any applicable law or regulation, or any order, writ, injunction or decree of any
court or governmental authority or agency, or any material agreement or instrument to which the
Guarantor is a party or by which the Guarantor or its property is bound or to which the Guarantor
is subject, or constitute a default under any such material agreement or instrument, or (except for
the liens created pursuant hereto) result in the creation or imposition of any lien or encumbrance
upon the Guarantor’s revenues or assets pursuant to the terms of any such material agreement or
instrument.



(d) It has received and reviewed copies of the Program Documents.



(e) There is no action, suit or proceeding at law or in equity by or before any governmental
authority, arbitral tribunal or other body now pending, or to the best of the Guarantor’s
knowledge, threatened against or affecting the Guarantor or its property that has a reasonable
likelihood of having a material adverse effect on the Guarantor’s condition, financial or
otherwise.



(f) No authorizations, approvals or consents of, and no filings or registrations with, any
governmental authority are necessary for the execution, delivery or performance by the Guarantor of
this Guaranty.



(g) In exchange for the guaranty hereunder, it will derive a benefit from the sale, transfer
and assignment of the Purchased Assets to the Buyer.




	 	(h)	 	It is solvent on the date hereof.





(i) It is a qualified real estate investment trust (“REIT”) under Section 856 of the Internal
Revenue Code of 1986, as amended and it is in compliance in all material respects with all
provisions of the Code governing its REIT status.



4. Covenants of the Guarantor.



4.01 The Guarantor covenants and agrees that:



(a) It shall pay and discharge all taxes now or hereafter imposed on it, on its income or
profits, on any of its property or upon the liens provided herein prior to the date on which
penalties attach thereto; it shall promptly pay any valid, final judgment enforcing any such tax
and cause the same to be satisfied of record and shall also pay, or cause to be paid, when due all
claims for labor, material, supplies or services that, if unpaid, could by law result in a
mechanics’ lien.



(b) It shall notify the Buyer promptly upon obtaining knowledge of any material action, suit
or proceeding at law or in equity by or before any government authority, arbitral tribunal or other
body pending or threatened against it or any Seller.



(c) It will take all steps necessary to maintain its status as a REIT.



5. Right of Set-off. Upon the occurrence of any Event of Default, the Guarantor
hereby irrevocably authorizes the Buyer or any of its Affiliates at any time and from time to time
without notice to the Guarantor, any such notice being expressly waived by the Guarantor, to
set-off and appropriate and apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at
any time held or owing by the Buyer or any of its Affiliates to or for the credit or the account of
the Guarantor, or any part thereof in such amounts as the Buyer may elect, against and on account
of the obligations and liabilities of the Guarantor to the Buyer hereunder and claims of every
nature and description of the Buyer or any of its Affiliates against the Guarantor, in any
currency, whether arising hereunder, under the Master Repurchase Agreement, as the Buyer may elect,
whether or not the Buyer has made any demand for payment and although such obligations, liabilities
and claims may be contingent or unmatured. The Buyer shall notify the Guarantor promptly of any
such set-off and the application made by the Buyer; provided that the failure to give such
notice shall not affect the validity of such set-off and application. The rights of the Buyer and
its Affiliates under this Section are in addition to other rights and remedies (including without
limitation, other rights of set-off) which the Buyer and its Affiliates may have.



6. No Subrogation. Notwithstanding any payment or payments made by the Guarantor
hereunder or any set-off or application of funds of the Guarantor by the Buyer or any of its
Affiliates, the Guarantor shall not be entitled to be subrogated to any of the rights of the Buyer
against a Seller or any other guarantor or any collateral security or guarantee or right of offset
held by the Buyer for the payment of the Obligations, nor shall the Guarantor seek or be entitled
to seek any contribution or reimbursement from a Seller or any other guarantor in respect of
payments made by the Guarantor hereunder, until all amounts owing to the Buyer by the related
Seller on account of the Obligations are paid in full and the Master Repurchase Agreement is
terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at
any time when all of the Obligations shall not have been paid in full, such amount shall be held by
the Guarantor in trust for the Buyer, segregated from other funds of the Guarantor, and shall,
forthwith upon receipt by the Guarantor, be turned over to the Buyer in the exact form received by
the Guarantor (duly indorsed by the Guarantor to the Buyer, if required), to be applied against the
Obligations, whether matured or unmatured, in such order as the Buyer may determine.



7. Amendments, Etc. with Respect to the Obligations. The Guarantor shall remain
obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor
and without notice to or further assent by the Guarantor, any demand for payment of any of the
Obligations made by the Buyer may be rescinded by the Buyer and any of the Obligations continued,
and the Obligations, or the liability of any other party upon or for any part thereof, or any
collateral security or guarantee therefor or right of offset with respect thereto, may, from time
to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised,
waived, surrendered or released by the Buyer, and the Master Repurchase Agreement and any other
documents executed and delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Buyer may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the Buyer for the payment of
the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall not have
any obligation to protect, secure, perfect or insure any lien at any time held by it as security
for the Obligations or for this Guaranty or any property subject thereto. When making any demand
hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar
demand on the related Seller or any other guarantor, and any failure by the Buyer to make any such
demand or to collect any payments from the related Seller or any such other guarantor or any
release of the related Seller or such other guarantor shall not relieve the Guarantor of its
obligations or liabilities hereunder, and shall not impair or affect the rights and remedies,
express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes
hereof “demand” shall include the commencement and continuance of any legal proceedings.



8. Waiver of Rights. The Guarantor waives any and all notice of the creation,
renewal, extension or accrual of any of the Obligations, and notice of or proof of reliance by the
Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended
or waived, in reliance upon this Guaranty; and all dealings between the Sellers and the Guarantor,
on the one hand, and the Buyer, on the other hand, likewise shall be conclusively presumed to have
been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to or upon the Sellers
or the Guarantor with respect to the Obligations.



9. Guaranty Absolute and Unconditional. The Guarantor understands and agrees that
this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full
and punctual payment and performance by the Sellers of the Obligations and not of their
collectability only and is in no way conditioned upon any requirement that the Buyer first attempt
to collect any of the obligations from the Sellers, without regard to (a) the validity, regularity
or enforceability of the Master Repurchase Agreement, any of the Obligations or any other
collateral security therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Buyer, (b) any defense, set-off or counterclaim (other than a defense
of payment or performance) which may at any time be available to or be asserted by a Seller against
the Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the
Sellers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or
legal discharge of the Sellers from the Obligations, or of the Guarantor from this Guaranty, in
bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the
Guarantor, the Buyer may, but shall be under no obligation to, pursue such rights and remedies as
it may have against the Sellers or any other Person or any other collateral security or guarantee
for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to
pursue such other rights or remedies or to collect any payments from the Sellers or any such other
Person or to realize upon any such collateral security or guarantee or to exercise any such right
of offset, or any release of the Sellers or any such other Person or any such collateral security,
guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall
not impair or affect the rights and remedies, whether express, implied or available as a matter of
law, of the Buyer against the Guarantor. This Guaranty shall remain in full force and effect and
be binding in accordance with and to the extent of its terms upon the Guarantor and the successors
and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees,
transferees and assigns, until all the Obligations and the obligations of the Guarantor under this
Guaranty shall have been satisfied by payment in full and the Master Repurchase Agreement shall be
terminated, notwithstanding that from time to time during the term of the Master Repurchase
Agreement, the Sellers may be free from any Obligations.



10. Reinstatement. This Guaranty shall continue to be effective, or be reinstated, as
the case may be, if at any time payment, or any part thereof, of any of the Obligations is
rescinded or must otherwise be restored or returned by the Buyer upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Seller or the Guarantor, or upon or as a result
of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for,
the Sellers or the Guarantor or any substantial part of its property, or otherwise, all as though
such payments had not been made.



11. Payments. The Guarantor hereby guarantees that payments hereunder will be paid to
the Buyer without set-off or counterclaim, in U.S. Dollars in accordance with the wiring
instructions of the Buyer.



12. Notices. All notices, requests and other communications provided for herein
(including without limitation any modifications of, or waivers, requests or consents under, this
Guaranty) shall be given or made in writing (including without limitation by telex or telecopy) and
delivered to the intended recipient at the “Address for Notices” specified on the signature page
hereto; or, as to any party, at such other address as shall be designated by such party in a
written notice to each other party. All such communications shall be deemed to have been duly
given when transmitted by telex or telecopy or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.



13. Severability. Any provision of this Guaranty which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.



14. Integration. This Guaranty and the Master Repurchase Agreement represent the
agreement of the Guarantor with respect to the subject matter hereof and thereof and there are no
promises or representations by the Buyer relative to the subject matter hereof or thereof not
reflected herein or therein.



15. Amendments in Writing; No Waiver; Cumulative Remedies.



(a) None of the terms or provisions of this Guaranty may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by the Guarantor, and the Buyer;
provided that any provision of this Guaranty may be waived by the Buyer.



(b) The Buyer shall not by any act (except by a written instrument pursuant to Section 15(a)
hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of
the Buyer, any right, power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A waiver by the Buyer of
any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Buyer would otherwise have on any future occasion.



(c) The rights and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any other rights or remedies provided by law.



16. Section Headings. The section headings used in this Guaranty are for convenience
of reference only and are not to affect the construction hereof or be taken into consideration in
the interpretation hereof.



17. Successors and Assigns. This Guaranty shall be binding upon the successors and
assigns of the Guarantor and shall inure to the benefit of the Buyer and its successors and
assigns. This Guaranty may not be assigned by the Guarantor without the express written consent of
the Buyer.



18. GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED
BY, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



19. SUBMISSION TO JURISDICTION; WAIVERS. THE GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY:



(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
GUARANTY AND THE MASTER REPURCHASE AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
RESPECT THEREOF, TO THE NON-EXCLUSIVE JURISDICTION OF 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 COURT 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 THE
BUYER SHALL HAVE BEEN NOTIFIED; AND



(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.



20. WAIVER OF JURY TRIAL. THE GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS GUARANTY, THE MASTER REPURCHASE AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



21. Agents. The Buyer may employ agents and attorneys-in-fact in connection herewith
and shall not be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.



22. Counterparts. This Guaranty may be executed in any number of counterparts, all of
which when taken together shall constitute one and the same instrument and any of the parties
hereto may execute this Guaranty by signing any such counterpart.



[Signature Page Follows]




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IN WITNESS WHEREOF, the parties hereto have caused this Guaranty to be duly executed and
delivered as of the day and year first above written.



NEW CENTURY FINANCIAL CORPORATION



By: /s/ Patti M. Dodge     

Name: Patti M. Dodge

Title: EVP and CFO





By: /s/ Brad A. Morrice      

Name: Brad A. Morrice

Title: President and CEO



Address for Notices:


18400 Von Karman, Suite 1000


Irvine, California 92612


Attention: Kevin Dwyer


Telecopier No.: (949) 225-7808


Telephone No.: (949) 440-7033



CITIGROUP GLOBAL MARKETS REALTY CORP.



By: /s/ Bobbie Theivakumaran      

Name: Bobbie Theivakumaran

Title: Authorized Agent





Address for Notices:

390 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Bobbie Theivakumaran

Telephone: 212-723-6753

Facsimile: 212-723-8604




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