EX-10.1






EXHIBIT 10.1




MASTER REPURCHASE AGREEMENT




Dated as of August 1, 2006




AMONG:



CITIGROUP GLOBAL MARKETS REALTY CORP. as the buyer (“Buyer”, which term shall include any
Principal as defined and provided for in Annex I), or as agent pursuant hereto (the
“Agent”);



NEW CENTURY MORTGAGE CORPORATION (“NCMC”), as a seller, NC CAPITAL CORPORATION
(“NCC”), as a seller, NEW CENTURY CREDIT CORPORATION (“NCCC”), as a seller,
HOME123 CORPORATION (“Home123”), as a seller (NCMC, NCC, Home123 and NCCC, each a Seller
and collectively, jointly and severally, the “Sellers”); and



NEW CENTURY FINANCIAL CORPORATION, as the guarantor (“Guarantor”).




	1.	 	APPLICABILITY





The Buyer may, from time to time, upon the terms and conditions set forth herein, enter into
transactions in which the Sellers transfer to the Buyer Eligible Assets against the transfer of
funds by the Buyer, with a simultaneous agreement by the Buyer to transfer to the Seller Purchased
Assets at a date certain, against the transfer of funds by the Sellers. Each such transaction
shall be referred to herein as a “Transaction”, and, unless otherwise agreed in writing,
shall be governed by this Agreement.




	2.	 	DEFINITIONS AND INTERPRETATION






(a) Defined Terms.



“Accepted Servicing Practices” means with respect to any Mortgage Loan or REO
Property, those mortgage servicing practices (including collection procedures) of prudent mortgage
banking institutions which service mortgage loans of the same type as the Mortgage Loans or REO
Property (as applicable) in the jurisdiction where the related Mortgaged Property is located.



“Additional Purchased Assets” shall have the meaning assigned thereto in Section 6(a)
hereof.



“Agent” means Citigroup Global Markets Realty Corp. or any successor.



“Affiliate” means, with respect to any specified Person, any other Person controlling
or controlled by or under common control with such specified Person, which shall include any
Subsidiary of such Person. For the purposes of this definition, “control” when used with respect to
any specified Person means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract or otherwise
(excluding Persons that may be deemed Affiliates solely by the operation of securities laws), and
the terms “controlling” and “controlled” have meanings correlative to the meaning of “control”.
Notwithstanding any provision herein to the contrary, (i) a Person shall not be considered an
Affiliate of the Buyer solely by such Person’s ownership of the publicly-traded stock of Citigroup
Inc., and (ii) a Person shall not be considered an Affiliate of the Guarantor or any Seller, (x)
solely by such Person’s ownership of the publicly-traded stock of the Guarantor, or (y) solely due
to the direct or indirect ownership by the Guarantor or any Seller, or any of the Guarantor and the
Sellers acting in concert, of less than 50% of the capital stock or other units representing
ownership interests of such Person that are issued, outstanding, and grant the owner or holder
thereof the right to vote for the election of directors, managers or other like positions of
governance.



“Agreement” means this Master Repurchase Agreement (including all exhibits, schedules
and other addenda thereto), as it may be amended, supplemented or otherwise modified from time to
time.



“ALTA” means the American Land Title Association.



“Appraised Value” means the value set forth in an appraisal (i) made in connection
with the origination of the related Mortgage Loan as the value of the Mortgaged Property or (ii)
made on any REO Property.



“Asset File” shall have the meaning assigned thereto in the Custodial Agreement.



“Asset Schedule” means the list of Mortgage Loans or REO Interests delivered by the
related Seller to the Buyer and the Custodian together with each Transaction Notice and attached by
the Custodian to the related Trust Receipt. Each Asset Schedule (which, with respect to each
Mortgage Loan to be included, shall also include a Mortgage Loan Transmission) shall set forth the
following information (i) with respect to each Mortgage Loan: Purchased Asset number, Mortgagor
name and address, product description, principal balance, coupon, last payment date, next payment
due date, origination date, credit score, property type, document type, loan-to-value,
combined-loan-to-value, owner occupancy, lien status, senior liens, subordinate liens, payment
status and whether the Mortgage Loan is subject to prepayment charges, and (ii) with respect to
each REO Interest: the street address of the related REO Property, and any other information
required by the Buyer and any other additional items to be delivered as set forth on Annex 1 to the
Custodial Agreement.



“Assignment of Mortgage” means, with respect to any Mortgage, an assignment of the
Mortgage, notice of transfer or equivalent instrument in recordable form (excluding only the name
of the assignee), sufficient under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect the assignment of the Mortgage to the Buyer.



“Balloon Loan” means, with respect to a Mortgage Loan, a Mortgage Loan with a final
Monthly Payment that is significantly larger than the other scheduled Monthly Payments in respect
of such Mortgage Loan.



“BPO” shall mean, with respect to a Mortgage Loan or REO Property, a broker’s price
opinion prepared by a duly licensed real estate broker who has no interest, direct or indirect, in
the Mortgage Loan or REO Property or in the Sellers or any Affiliate or REO Subsidiary of the
Sellers and whose compensation is not affected by the results of the broker’s price opinion and
which valuation indicates the expected proceeds for a sale of the related Mortgaged Property or REO
Property and, with respect to any condominium development or planned unit development that was not
Fannie Mae or Freddie Mac approved, the amount, if any, by which the valuation was decreased as a
result of such lack of approval, and includes certain assumptions, including those as to the
condition of the interior of the applicable Mortgaged Property or REO Property and marketing time.



“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day upon
which banking institutions in the State of New York, the State of California, or any of the
Custodian, the Sellers or the Buyer are authorized or obligated by law or executive order to be
closed.



“Cash Equivalents” means any of the following: (a) marketable direct obligations
issued by, or unconditionally guaranteed by, the United States Government or issued by any agency
thereof and backed by the full faith and credit of the United States, in each case maturing within
one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time
deposits or overnight bank deposits having maturities of six months or less from the date of
acquisition issued by any commercial bank organized under the laws of the United States or any
state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial
paper of an issuer rated at least A-1 by Standard & Poor’s Ratings Services (“S&P”) or P-1
by Moody’s Investors Service, Inc. (“Moody’s”), or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies cease publishing
ratings of commercial paper issuers generally, and maturing within six months from the date of
acquisition; (d) repurchase obligations of any commercial bank satisfying the requirements of
clause (b) of this definition, having a term of not more than 30 days, with respect to securities
issued or fully guaranteed or insured by the United States government; (e) securities with
maturities of one year 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 six months 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 in Control” means the acquisition by any Person, or two or more Persons acting
in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of outstanding shares of voting
stock of such person at any time if after giving effect to such acquisition such Person or Persons
owns fifty percent (50%) or more of such outstanding voting stock.



“Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by the Buyer (or any Affiliate of the Buyer) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or issued after the
date of this Agreement.



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



“Collection Account” means (i) the following account established by the Sellers in
accordance with Section 14(y) for the benefit of the Buyer, “Citigroup Global Markets Realty Corp.
P&I account Account # [     ]”, or (ii) any other account established by the Sellers in accordance
with Section 14(y) for the benefit of the Buyer, entitled “Citigroup Global Markets Realty Corp.
P&I account”, with the consent of the Buyer, which consent shall not be unreasonably withheld.



“Collection Account Control Agreement” means that collection account control agreement
among the Seller, the Buyers and the Control Bank dated as of the date hereof.



“Combined Loan-to-Value Ratio” or “CLTV” means with respect to any Mortgage
Loan, the ratio of (i) the original outstanding principal amount of the Mortgage Loan and any other
mortgage loan which is secured by a lien on the related Mortgaged Property to (ii) the lesser of
(a) the Appraised Value of the Mortgaged Property at origination or (b) if the Mortgaged Property
was purchased within 12 months of the origination of the Mortgage Loan, the purchase price of the
Mortgaged Property.



“Control Bank” means (i) [     ] and its successors thereto, or (ii) such other
bank as may be mutually acceptable among the Sellers and the Buyer.



“Credit Score” means the credit score of the Mortgagor provided by Fair, Isaac &
Company, Inc. or such other organization providing credit scores at the time of the origination of
a Mortgage Loan. If two credit scores are obtained, the Credit Score shall be lower of the two
credit scores. If three credit scores are obtained, the Credit Score shall be the middle of the
three credit scores



“Custodial Agreement” means the Custodial Agreement, dated as of August 1, 2006 among
the Sellers, the Buyer and the Custodian as the same may be amended, supplemented or modified from
time to time.



“Custodian” means Deutsche Bank Trust Company Americas, or its successors and
permitted assigns.



“Default” means any event, that, with the giving of notice or the passage of time or
both, would constitute an Event of Default.



“Default Rate” means, as of any date of determination, the lesser of (i) one-month
LIBOR as of such date of determination plus four hundred basis points (4.00%), and (ii) the maximum
rate permitted by applicable law. The Default Rate is calculated on the basis of a 360-day year
and the actual number of days elapsed between the date of Default and the date of determination.



“Delinquent” means, with respect to a Mortgage Loan, that a monthly payment due
thereon is not made by the close of business on the Due Date.



“Dollars” or “$” means, unless otherwise expressly stated, lawful money of the
United States of America.



“Due Date” means the day on which the Monthly Payment is due on a Mortgage Loan,
exclusive of any days of grace.



“Effective Date” means the date set forth on the top of the first page of this
Agreement.



“Electronic Tracking Agreement” means the electronic tracking agreement among the
Buyer, the Sellers, the Servicer, MERSCORP, Inc. and Mortgage Electronic Registration, Systems,
Inc., in form and substance acceptable to the Buyer to be entered into in the event that any of the
Mortgage Loans become MERS Designated Mortgage Loans, as the same may be amended, supplemented or
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” means 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).



“Eligible Asset” shall mean an Eligible Loan or an Eligible REO Interest as to which
(i) the representations and warranties in Section 13 hereof (as applicable) are correct, (ii) the
related Asset File contains all required Mortgage Loan Documents without material exceptions unless
otherwise waived by the Buyer and (iii) such other customary criteria for eligibility determined by
the Buyer shall have been satisfied.



“Eligible Loan” shall have the meaning assigned thereto in the Pricing Side Letter.



“Eligible REO Interest” means an REO Interest that satisfies the representations and
warranties set forth on Exhibit B-2 hereof.



“ERISA” shall have the meaning assigned thereto in Section 22 hereof.



“Escrow Instruction Letter” mean the escrow or closing instruction letter from the
related Seller to the Settlement Agent.



“Escrow Payments” means the amounts constituting ground rents, taxes, assessments,
water charges, sewer rents, mortgage insurance premiums, fire and hazard insurance premiums and
other payments as may be required to be escrowed by the Mortgagor with the Mortgagee pursuant to
the terms of any Note or Mortgage.



“Event of Default” shall have the meaning assigned thereto in Section 19 hereof.



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



“FHA” means the Federal Housing Administration, an agency within HUD, or any successor
thereto and including the Federal Housing Commissioner and the Secretary of Housing and Urban
Development where appropriate under the FHA regulations.



“Fifty Year Mortgage Loan” shall have the meaning assigned thereto in the Pricing Side
Letter.



“Forty Year Mortgage Loan” shall have the meaning assigned thereto in the Pricing Side
Letter.



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



“GAAP” means generally accepted accounting principles in the United States of America
in effect from time to time.



“Governmental Authority” shall mean, with respect to any Person, 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 such Person, any of its subsidiaries or any of
their properties.



“Guarantee” means, 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, excluding (a) obligations to make endorsements for
collection or deposits in the ordinary course of business and (b) obligations to make servicing
advances or other obligations in respect of a mortgage loan serviced by such Person.



“Guarantor” means, New Century Financial Corporation, a Maryland corporation, and any
successor thereto.



“Guaranty” means the Guaranty Agreement, dated as of August 1, 2006 between the
Guarantor and the Buyer.



“Hedge Instrument” means any interest rate cap agreement, interest rate floor
agreement, interest rate swap agreement or other interest rate hedging agreement entered into by a
Seller or the Guarantor with a counterparty approved by the Buyer to hedge such Seller’s interest
rate risk with respect to the mortgage loans in such Seller’s portfolio (which includes Mortgage
Loans sold hereunder). The Sellers shall provide a monthly report to the Buyer which sets forth
any such Hedge Instrument entered into by the Sellers and shall provide the Buyer with all
information relating to such Hedge Instrument that the Buyer may reasonably request.



“High Balance Mortgage Loan” shall have the meaning assigned thereto in the Pricing
Side Letter.



“High LTV Mortgage Loan” shall have the meaning assigned thereto in the Pricing Side
Letter.



“Hospital Mortgage Loan” shall have the meaning assigned thereto in the Pricing Side
Letter.



“HUD” means the Department of Housing and Urban Development, or any federal agency or
official thereof which may from time to time succeed to the functions thereof with regard to FHA
mortgage insurance. The term “HUD,” for purposes of this Agreement, is also deemed to include
subdivisions thereof such as the FHA and Government National Mortgage Association.



“Income” means, with respect to any Purchased Asset at any time, any principal and/or
interest paid thereon and all dividends, sale proceeds (including, without limitation, any proceeds
from the securitization of such Purchased Asset or other disposition thereof) and other collections
and distributions thereon (including, without limitation, any proceeds received in respect of
mortgage insurance), but not including any commitment fees, origination fees and/or servicing fees
accrued in respect of periods on or after the initial Purchase Date with respect to such Purchased
Asset.



“Indebtedness” means, for any Person: (a) all obligations for borrowed money; (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 and paid within ninety (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 for account of such Person; (e) capital lease obligations of such Person; (f)
obligations of such Person under repurchase agreements or like arrangements; (g) indebtedness of
others guaranteed on a recourse basis by such Person; (h) all obligations of such Person incurred
in connection with the acquisition or carrying of fixed assets by such Person; (i) indebtedness of
general partnerships of which such Person is a general partner; and (j) any other contingent
liabilities of such Person.



“Investment Company Act” means the Investment Company Act of 1940, as amended,
including all rules and regulations promulgated thereunder.



“LIBOR” means, for each day, the rate determined by the Buyer on the related Purchase
Date on the basis of the offered rate for one-month U.S. dollar deposits, as such rate appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on such date (rounded up to the nearest whole
multiple of 1/16%); provided that if such rate does not appear on Telerate Page 3750, the rate for
such date will be the rate determined by reference to such other comparable publicly available
service publishing such rates as may be selected by the Buyer in its sole reasonable discretion and
communicated to the related Seller. The Buyer shall have the sole discretion to reset LIBOR daily.



“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 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.



“Maintenance Call” shall have the meaning assigned thereto in Section 6(a) hereof.



“Manufactured Home” means a prefabricated or manufactured home a lien on which secures
a Mortgage Loan and which is considered and treated as “real estate” under applicable law.



“Market Value” means (i) with respect to any Purchased Asset that is an Eligible
Asset, as of any date of determination, the value ascribed to such asset by the Buyer in its sole
reasonable discretion as marked to market at any time, but not less frequently than monthly (but in
no event greater than the Market Value of such Purchased Asset on the related initial Purchase
Date), and (ii) with respect to a Purchased Asset that is not an Eligible Asset or a Purchased
Asset that is deemed by the Buyer in its sole reasonable discretion to be unsecuritizable or
otherwise uncollectible, zero.



“Market Value Deficit” shall have the meaning assigned thereto in Section 6(a) hereof.



“Market Value Requirement” shall have the meaning assigned thereto in the Pricing Side
Letter.



“Master Netting Agreement” means the letter agreement among the Buyer and the Sellers
and certain Affiliates and Subsidiaries of the Buyer and the Sellers in form and substance
acceptable to the Buyer to be entered into in the event that the Buyer and the Sellers agree, as
the same may be amended, supplemented or modified from time to time; provided that if such
agreement is not entered into, all references herein to the Master Netting Agreement shall be
disregarded.



“Material Adverse Change” means, with respect to a Person, any material adverse change
in the business, condition (financial or otherwise), operations, performance, properties or
prospects taken as a whole of such Person.



“Material Adverse Effect” means (a) a Material Adverse Change with respect to a Person
or a Person and its Affiliates that are party to any Program Document taken as a whole; (b) a
material impairment of the ability of a Person or any Affiliate thereof that is a party to any
Program Document to perform under any Program Document and to avoid any Event of Default; (c) a
material adverse effect upon the legality, validity, binding effect or enforceability of any
Program Document against a Person or any Affiliate of such Person that is a party to any Program
Document; or (d) a material adverse effect upon the value or marketability of a material portion of
the Purchased Assets.



“Maximum Aggregate Purchase Price” means $950,000,000.



“MERS” shall have the meaning assigned thereto in the Custodial Agreement.



“MERS Designated Mortgage Loan” shall have the meaning assigned thereto in the
Custodial Agreement.



“Minimum Valuation” shall have the meaning assigned thereto in the Pricing Side
Letter.



“Monthly Payment” means with respect to any Mortgage Loan, the scheduled combined
payment of principal and interest payable by a Mortgagor under the related Note on each Due Date.



“Mortgage” means a mortgage, deed of trust, or other instrument that creates a lien on
the related Mortgaged Property and secures a Note.



“Mortgage Identification Number” shall have the meaning assigned thereto in the
Custodial Agreement.



“Mortgage Interest Rate” means, with respect to each Mortgage Loan, the annual rate at
which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of
the related Note.



“Mortgage Loan” means (i) a first or current (not Delinquent by more than 30 days)
second lien, fixed rate or adjustable rate, wet or dry funded, residential mortgage loan (including
Hospital Mortgage Loans, Forty Year Mortgage Loans, Fifty Year Mortgage Loans, High Balance
Mortgage Loans, High LTV Mortgage Loans and Second Lien Mortgage Loans) originated in accordance
with the Underwriting Guidelines and the warranties attached as Exhibit B-1 hereto, (ii)
such other type of loan, lease or other receivable as shall be agreed upon by the parties in
writing, or (iii) any interest in, or secured by, any such loan, lease or other receivable.



“Mortgage Loan Documents” shall have the meaning assigned thereto in the Custodial
Agreement.



“Mortgage Loan Transmission” shall have the meaning assigned thereto in the Custodial
Agreement.



“Mortgaged Property” means, with respect to a Mortgage Loan, the real property
(including all improvements, buildings, fixtures, building equipment and personal property affixed
thereto 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 Note.



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



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



“NCFC” shall mean New Century Financial Corporation, or any successor thereto.



“Net Worth” shall mean, with respect to any Person, the excess of such Person’s total
assets, over such Person’s total liabilities, determined in accordance with GAAP.



“Note” means, with respect to any Mortgage Loan, the related promissory note together
with all riders thereto and amendments thereof or other evidence of indebtedness of the related
Mortgagor.



“Notice Date” shall have the meaning assigned thereto in Section 3(a).



“Obligations” means (a) all of the Sellers’ obligation to pay the Repurchase Price on
the Repurchase Date and other obligations and liabilities of the Sellers, the Guarantor and the
Servicer to the Buyer, its Affiliates or the Custodian arising under, or in connection with, the
Program Documents or directly related to the Purchased Assets, whether now existing or hereafter
arising; (b) any and all sums paid by the Buyer or on behalf of the Buyer pursuant to the Program
Documents in order to preserve any Purchased Asset or its interest therein; (c) in the event of any
proceeding for the collection or enforcement of any of the Sellers’, the Guarantor’s or the
Servicer’s indebtedness, obligations or liabilities referred to in clause (a), the reasonable
expenses of retaking, holding, collecting, preparing for sale, selling or otherwise disposing of or
realizing on any Purchased Asset, or of any exercise by the Buyer or any Affiliate of the Buyer of
its rights under the Program Documents, including without limitation, reasonable attorneys’ fees
and disbursements and court costs; and (d) all of the Sellers’ and the Guarantor’s indemnity
obligations to the Buyer pursuant to the Program Documents.



“Permitted Liens” shall mean with respect to Eligible REO Assets, (i) those Liens that
existed on the related REO Properties as of the Purchase Date; (ii) any taxes, assessments or
governmental charges on any of the related REO Properties which the Servicer has not advanced
because the Servicer has determined, in accordance with Accepted Servicing Practices that any
advance of such charges would not be likely recoverable from the sale of such REO Property; and
(iii) any obligation to cure existing violations under environmental laws with regard to related
REO Properties which the Servicer has not advanced because the Servicer has determined, in
accordance with Accepted Servicing Practices, that any advance on such obligations would not be
likely recoverable from the sale of such REO Property; and with respect to Eligible Assets, any
Liens granted by the Sellers in favor of the Buyer.



“Person” means any legal person, including any individual, corporation, partnership,
association, joint venture, trust, limited liability company, unincorporated organization,
governmental entity or other entity of similar nature.



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



“Pricing Rate” means the per annum percentage rate for determination of the Price
Differential as set forth in the Pricing Side Letter.



“Pricing Side Letter” means the pricing side letter, dated as of August 1, 2006, among
the Sellers, the Guarantor and the Buyer, as the same may be amended, supplemented or modified from
time to time.



“Prime Rate” means the daily prime loan rate as reported in The Wall Street Journal or
if more than one rate is published, the highest of such rates.



“Principal” shall have the meaning given to it in Annex I.



“Program Documents” means this Agreement, the Custodial Agreement, Collection Account
Control Agreement, any Servicing Agreement, the Master Netting Agreement, the Pricing Side Letter,
any assignment of all or a portion of any Hedge Instrument, the Electronic Tracking Agreement, the
Guaranty and any other agreement entered into by the Sellers and/or the Guarantor and/or the
Servicer, on the one hand, and the Buyer and/or any of its Affiliates or Subsidiaries (or the
Custodian on its behalf) on the other, in connection herewith or therewith.



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



“Purchase Date” means, with respect to each Transaction, the date on which Purchased
Assets are sold by the Sellers to the Buyer hereunder.



“Purchased Items” shall have the meaning assigned thereto in Section 9 hereof.



“Purchase Price” shall have the meaning assigned thereto in the Pricing Side Letter.



“Purchased Assets” means any of the following assets sold by the Sellers to the Buyer
in a Transaction and not on the date of determination repurchased; the related Mortgage Loans and
REO Interests, together with the related Records, Servicing Rights, the Sellers’ or the Guarantor’s
rights under any related Hedge Instruments to the extent of the Mortgage Loans sold hereunder, or
the Sellers’ or the Guarantor’s rights under any takeout commitment related to the Mortgage Loans
and other Purchased Items, such other property, rights, titles or interest as are specified on a
related Transaction Notice, and all instruments, chattel paper, and general intangibles comprising
all of the foregoing. The term “Purchased Assets” with respect to any Transaction at any time also
shall include Additional Purchased Assets delivered pursuant to Section 6(a) hereof and Substitute
Loans delivered pursuant to Section 17 hereof.



“Reacquired Loans” shall have the meaning assigned thereto in Section 17.



“Records” means all instruments, agreements and other books, records, and reports and
data generated by other media for the storage of information maintained by the Sellers or any other
person or entity with respect to a Purchased Asset. Records shall include, without limitation, the
Notes, any Mortgages, the Asset Files, the Servicing File, and any other instruments necessary to
document or service a Mortgage Loan that is a Purchased Asset, including, without limitation, the
complete payment and modification history of each Mortgage Loan that is a Purchased Asset.



“REO Interest” shall mean all capital stock or other equity interests of any REO
Subsidiary, which capital stock or interests evidence the related Seller’s 100% equity ownership
interest in such REO Subsidiary, together with all stocks, certificates, options or rights of any
nature whatsoever that may be issued or granted by such REO Subsidiary to the related Seller while
this Agreement is in effect.



“REO Property” shall mean any Mortgaged Property (together with the related servicing
rights) the title to which has been acquired by an REO Subsidiary by foreclosure, deed-in-lieu of
foreclosure or similar means, in each case together with all buildings, fixtures and improvements
thereon and all other rights, benefits and proceeds arising from and in connection with such REO
Property.



“REO Subsidiary” shall mean New Century R.E.O. II Corp. or any other wholly-owned
subsidiary of a Seller formed for the sole purpose of holding any REO Property.



“Repurchase Date” means the date occurring on (i) the 20th day of each month following
the related Purchase Date (or if such date is not a Business Day, the following Business Day) or
such other date determined by the Buyer in its sole reasonable discretion, (ii) any other Business
Day set forth in the related Transaction Notice, (iii) the date determined by Buyer pursuant to
Section 3(d), or (iv) the date determined by application of Section 20, as applicable.



“Repurchase Price” means the price at which Purchased Assets are to be transferred
from the Buyer to the related Seller upon termination of a Transaction, which will be determined in
each case (including Transactions terminable upon demand) as the sum of the outstanding Purchase
Price for such Purchased Assets and the Price Differential as of the date of such determination.



“Requirement of Law” means 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.



“Second Lien Mortgage Loan” shall have the meaning assigned thereto in the Pricing
Side Letter.



“Security Agreement” means with respect to any Mortgage Loan, any contract, instrument
or other document related to security for repayment thereof (other than the related Mortgage and
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.



“Servicer” means New Century Mortgage Corporation, and any successor thereto or any
other servicer acceptable to the Buyer in its sole discretion.



“Servicing Agreement” means any agreement (other than the Custodial Agreement) giving
rise or relating to Servicing Rights with respect to a Purchased Asset, including any assignment or
other agreement relating to such agreement.



“Servicing File” means with respect to each Purchased Asset, the file retained by the
related Seller consisting of all necessary documents that a prudent originator and servicer would
have to document and service the Purchased Assets including with respect to any Mortgage Loan,
copies of the related Mortgage Loan Documents, and with respect to any Purchased Asset, copies of
computer tapes, proof of insurance coverage, insurance policies, appraisals, and any and all
documents required to be delivered pursuant to any of the Program Documents.



“Servicing Rights” means contractual, possessory or other rights of the Sellers or any
other Person, whether arising under the Servicing Agreement, the Custodial Agreement or otherwise,
to administer or service a Purchased Asset or to possess related Records.



“Settlement Agent” means, with respect to any Transaction related to a Wet Loan, prior
to the occurrence of the Transaction, the related Seller shall send the Buyer a notice identifying
the settlement agent, the title company, escrow company or attorney in accordance with local law
and practice in the jurisdiction where the related Wet Loan is being originated, to which the
proceeds of such Transaction are to be wired.



“Subsidiary” means, with respect to any Person, any corporation, partnership 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 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.



“Substitute Loans” has the meaning assigned thereto in Section 17.



“Tangible Net Worth” means, 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 in the balance sheet of such Person or any Subsidiary at such date) which
will be treated as intangibles under GAAP, including, without limitation, such items as deferred
financing expenses, net leasehold improvements, good will, trademarks, trade names, service marks,
copyrights, patents, licenses and unamortized debt discount and expense; provided, that
interest-only strips, residual interests or reserve certificates issued in connection with a public
or private securitization transaction owned by such person or its Subsidiaries shall not be treated
as intangibles for purposes of this definition.



“Termination Date” means the earlier of (i) 364 days following the Effective Date,
(ii) at the Buyer’s option, upon the occurrence of an Event of Default, or (iii) at the Buyer’s
option, the occurrence of any outbreak or material escalation of hostilities, a declaration by the
United States of a national emergency or war or other calamity or crisis, the effect of which on
the financial markets is such as to make it, in the reasonable judgment of the Buyer, impracticable
to continue this Agreement.



“Total Indebtedness” means, with respect to any Person, for any period, the aggregate
Indebtedness of such Person and its Subsidiaries during such period maintained in accordance with
GAAP, 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.



“Transaction” has the meaning assigned thereto in Section 1.



“Transaction Notice” means a written request by a Seller to enter into a Transaction,
in a form to be mutually agreed upon between the Sellers and the Buyer, which is delivered to the
Buyer.



“Trust Receipt” shall have the meaning assigned thereto in the Custodial Agreement.



“Underwriting Guidelines” means the Sellers’ loan underwriting guidelines set forth on
Exhibit C in effect as of the date of this Agreement which the Buyer hereby approves, as
the same may be amended from time to time in accordance with the terms of this Agreement.



“Uniform Commercial Code” means the Uniform Commercial Code as in effect on the date
hereof in the State of New York or the Uniform Commercial Code as in effect in the applicable
jurisdiction.



“USC” shall have the meaning assigned thereto in Section 35.



“Wet Loan” shall mean a wet-funded first lien Mortgage Loan (including, but not
limited to Broker Originated Loans) that (i) is acceptable to the Buyer, (ii) as of the Purchase
Date, does not contain all the required Mortgage Loan documents specified in Annex 16 to
the Custodial Agreement in the related Asset File, and (iii) has the following additional
characteristics:




(a) the proceeds thereof have been funded by wire transfer or cashier’s check,
cleared check or draft or other form of immediately available funds to the
Settlement Agent or Broker (in the case of a Broker Originated Loan), for such Wet
Loan;




(b) such Wet Loan has closed on the disbursement date (which shall be no more
than 30 days prior to the related Purchase Date) and become a valid first lien
securing actual indebtedness by funding to the order of the Mortgagor thereunder;




(c) the proceeds thereof have not been returned to the related Seller or its
agent from the Settlement Agent or Broker (in the case of a Broker Originated Loan)
for such Wet Loan;




(d) the related Seller has not learned that such Wet Loan will not be closed
and funded to the order of the Mortgagor; and




(e) upon recordation such Mortgage Loan will constitute a first lien on the
premises described therein.




(b) Capitalized terms used but not defined in this Agreement shall have the meanings assigned
thereto in the Custodial Agreement.




(c) Interpretation. Headings are for convenience only and do not affect
interpretation. The following rules of this subsection (c) apply unless the context requires
otherwise. The singular includes the plural and conversely. A gender includes all genders.
Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. A
reference to a subsection, Section, Annex or Exhibit is, unless otherwise specified, a reference
to a Section of, or annex or exhibit to, this Agreement. A reference to a party to this Agreement
or another agreement or document includes the party’s successors and permitted substitutes or
assigns. A reference to an agreement or document is to the agreement or document as amended,
modified, novated, supplemented or replaced, except to the extent prohibited by any Program
Document. A reference to legislation or to a provision of legislation includes a modification or
re-enactment of it, a legislative provision substituted for it and a regulation or statutory
instrument issued under it. A reference to writing includes a facsimile transmission and any
means of reproducing words in a tangible and permanently visible form. A reference to conduct
includes, without limitation, an omission, statement or undertaking, whether or not in writing.
An Event of Default exists until it has been waived in writing by the Buyer or has been timely
cured. The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a
whole and not to any particular provision of this Agreement. The term “including” is not limiting
and means “including without limitation”. In the computation of periods of time from a specified
date to a later specified date, the word “from” means “from and including”, the words “to” and
“until” each mean “to but excluding”, and the word “through” means “to and including”. This
Agreement may use several different limitations, tests or measurements to regulate the same or
similar matters. All such limitations, tests and measurements are cumulative and shall each be
performed in accordance with their terms. Unless the context otherwise clearly requires, all
accounting terms not expressly defined herein shall be construed, and all financial computations
required under this Agreement shall be made, in accordance with GAAP, consistently applied.
References herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of the
Sellers or the Guarantor, as applicable.



Except where otherwise provided in this Agreement, any determination, consent, approval,
statement or certificate made or confirmed in writing with notice to the Sellers or the Guarantor
by the Buyer or an authorized officer of the Buyer provided for in this Agreement is conclusive and
binds the parties in the absence of manifest error. A reference to an agreement includes a security
interest, guarantee, agreement or legally enforceable arrangement whether or not in writing related
to such agreement.



A reference to a document includes an agreement (as so defined) in writing or a certificate,
notice, instrument or document, or any information recorded in computer disk form. Where a Seller
or the Guarantor is required to provide any document to the Buyer under the terms of this
Agreement, the relevant document shall be provided in writing or printed form unless the Buyer
requests otherwise. At the request of the Buyer, the document shall be provided in computer disk
form or in both printed and computer disk form.



This Agreement is the result of negotiations among, and has been reviewed by counsel to, the
Buyer, the Guarantor and the Sellers, and is the product of all parties. In the interpretation of
this Agreement, no rule of construction shall apply to disadvantage one party on the ground that
such party proposed or was involved in the preparation of any particular provision of this
Agreement or this Agreement itself. Except where otherwise expressly stated, the Buyer may give or
withhold, or give conditionally, approvals and consents and may form opinions and make
determinations at its absolute discretion. Any requirement of good faith, discretion or judgment
by the Buyer shall not be construed to require the Buyer to request or await receipt of information
or documentation not immediately available from or with respect to the Sellers, the Guarantor, the
Servicer, any other Person or the Purchased Assets themselves.




	3.	 	THE TRANSACTIONS





(a) Subject to the terms and conditions of the Program Documents, the Buyer hereby agrees to
enter into Transactions with an aggregate Purchase Price for all Purchased Assets acquired by the
Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, the related
Seller shall give the Buyer and the Custodian notice of any proposed purchase, with respect to all
related Eligible Assets, prior to 5:00 p.m. (New York City time) one (1) Business Day prior to the
proposed Purchase Date (the date on which any such notice is so given, the “Notice Date”),
(i) deliver an Asset Schedule and a Mortgage Loan Transmission to the Buyer and the Custodian on
such Notice Date, and (ii) with respect to all Eligible Assets other than Wet Loans, deliver the
Asset File to the Custodian in accordance with the Custodial Agreement.



(b) The Sellers shall repurchase Purchased Assets from the Buyer on each related Repurchase
Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation
or foreclosure with respect to any Purchased Asset. The Sellers are obligated to obtain the
Purchased Assets from the Buyer or its designee (including the Custodian) at the Sellers’ expense
on (or after) the related Repurchase Date.



(c) Provided that the applicable conditions in Sections 10(a) and (b) have been satisfied, the
Seller may request that each Purchased Asset that is repurchased by the related Seller on the
Repurchase Date become subject to a new Transaction by delivering notice of such request (which
request can be in the form of an Asset Schedule and Mortgage Loan Transmission) to the Buyer with a
copy to the Custodian, at least one (1) Business Day prior to the related Repurchase Date;
provided that if the Repurchase Date so determined is later than the Termination Date, the
Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the
provisions of this sentence as it might relate to a new Transaction shall expire on such date.
Upon the Buyer agreeing in its sole discretion to enter into such proposed Transaction, the Buyer
shall purchase such Assets in accordance with the procedures set forth herein. For each new
Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be
settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in
the Pricing Side Letter



(d) Notwithstanding anything to the contrary set forth herein, the Buyer shall have the right,
at any time, to require the Sellers to repurchase all Purchased Loans then subject to a Transaction
by providing the Sellers with five (5) Business Days’ prior written notice of the Repurchase Date
for such Purchased Loans.




	4.	 	RESERVED






	5.	 	PAYMENT AND TRANSFER





Unless otherwise agreed, all transfers of funds hereunder shall be in immediately available
funds and all Purchased Assets transferred shall be transferred to the Custodian pursuant to the
Custodial Agreement. Any Repurchase Price or Price Differential received by the Buyer after 5:00
p.m. New York City time shall be applied on the next succeeding Business Day.




	6.	 	MARKET VALUE MAINTENANCE






(a) If at any time the Market Value Requirement of all Purchased Assets subject to all
Transactions is not met for all such Purchased Assets (such event, a “Market Value
Deficit”), then the Buyer may, by notice to the Sellers, require the Sellers in such
Transactions to repurchase Purchased Assets or transfer to the Buyer, at the Buyer’s option (and
provided Sellers have additional Eligible Assets), additional Eligible Assets (“Additional
Purchased Assets”) or cash within one (1) Business Day of such notice by the Buyer, so that
the Market Value Requirement for the Purchased Assets, including any such Additional Purchased
Assets and cash, will thereupon be satisfied (such requirement, a “Maintenance Call”).




(b) Notice required pursuant to Section 6(a) may be given by any means provided in Section 36
hereof. Any notice given by 5:00 p.m. (New York City time) on a Business Day shall be met, and
the related Maintenance Call satisfied, no later than 5:00 p.m. (New York City time) on the
following Business Day. The failure of the Buyer, on any one or more occasions, to exercise its
rights hereunder, shall not change or alter the terms and conditions to which this Agreement is
subject or limit the right of the Buyer to do so at a later date. The Sellers, the Guarantor and
the Buyer each agree that a failure or delay by the Buyer to exercise its rights hereunder shall
not limit or waive the Buyer’s rights under this Agreement or otherwise existing by law or in any
way create additional rights for the Sellers or the Guarantor.




	7.	 	INCOME PAYMENTS





Where a particular term of a Transaction extends over the date on which Income is paid in
respect of any Purchased Asset subject to that Transaction, such Income shall be the property of
the Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing,
the Buyer agrees that the Sellers shall be entitled to receive an amount equal to all Income
received, whether by the Buyer, the Custodian, the Servicer or any other Person, which is not
otherwise received by the Sellers, in respect of the Purchased Assets, to the full extent it would
be so entitled if the Purchased Assets had not been sold to the Buyer; provided that any Income
received by the Sellers or the Servicer while the related Transaction is outstanding shall be
deemed to be held by the Sellers or the Servicer, as applicable, solely in trust for the Buyer
pending the repurchase on the related Repurchase Date; provided further that the Sellers shall
cause the Servicer to hold all such Income for the benefit of the Buyer and upon remittance by the
Servicer to the Sellers of all such amounts, the Sellers shall (a) prior to the occurrence of an
Event of Default, promptly deposit or cause the prompt deposit of all such Income which consists of
prepayments of principal in full or in part with respect to the Purchased Assets, and (b) upon the
occurrence of and during the continuance of an Event of Default promptly deposit or cause the
prompt deposit of all Income with respect to the Purchased Assets, in the Collection Account
established hereunder. Provided no Default has occurred, the Buyer shall, as the parties may agree
with respect to any Transaction (or, in the absence of any such agreement, as the Buyer shall
reasonably determine in its sole discretion), on the Repurchase Date following the date such Income
is received by the Buyer (or the servicer on its behalf) either (i) transfer (or permit the
Servicer to transfer) to the Sellers any Income held in the Collection Account with respect to
Purchased Assets subject to such Transaction, or (ii) if a Market Value Deficit then exists, apply
all such Income to reduce the amount, if any, to be transferred to the Buyer by the Sellers upon
termination of such Transaction. The Buyer shall not be obligated to take any action pursuant to
the preceding sentences (A) to the extent that such action would result in the creation of a Market
Value Deficit, unless prior thereto or simultaneously therewith the Sellers transfer to the Buyer
cash or Additional Purchased Assets sufficient to eliminate such Market Value Deficit, or (B) if an
Event of Default with respect to the Sellers has occurred and is then continuing at the time such
Income is paid.




	8.	 	TAXES; TAX TREATMENT






(a) All payments made by the Sellers under this Repurchase Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties,
interest and additions to tax) with respect thereto imposed by any Governmental Authority thereof
or therein, excluding income taxes, branch profits taxes, franchise taxes or any other tax imposed
on the net income by the United States, a state or a foreign jurisdiction under the laws of which
the Buyer is organized or of its applicable lending office, or any political subdivision thereof
(collectively, “Taxes”), all of which shall be paid by the Sellers for their own account
not later than the date when due. If the Sellers are required by law or regulation to deduct or
withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such
deduction or withholding; (b) pay the amount so deducted or withheld to the appropriate
Governmental Authority not later than the date when due; (c) deliver to the Buyer, promptly,
original tax receipts and other evidence satisfactory to the Buyer of the payment when due of the
full amount of such Taxes; and (d) pay to the Buyer such additional amounts as may be necessary so
that such the Buyer receives, free and clear of all Taxes, a net amount equal to the amount it
would have received under this Agreement, as if no such deduction or withholding had been made.




(b) Each party to this Repurchase Agreement acknowledges that it is its intent for purposes
of U.S. federal, state and local income and franchise taxes to treat each Transaction as
indebtedness of the Sellers that is secured by the Purchased Assets and that the Purchased Assets
are owned by the Sellers in the absence of an Event of Default by the Sellers. All parties to
this Repurchase Agreement agree to such treatment and agree to take no action inconsistent with
this treatment, unless required by law.




(c) In addition, the Sellers agree to pay to the relevant Governmental Authority in
accordance with applicable law any current or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies (including, without limitation, mortgage
recording taxes, transfer taxes and similar fees) imposed by the United States or any taxing
authority thereof or therein that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Repurchase Agreement (“Other
Taxes”).




(d) The Sellers agree to indemnify the Buyer for the full amount of Taxes (including
additional amounts with respect thereto) and Other Taxes, and the full amount of Taxes of any kind
imposed by any jurisdiction on amounts payable under this Section 8, and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto, provided that the
Buyer shall have provided the Seller with evidence, reasonably satisfactory to the Sellers, of
payment of Taxes or Other Taxes, as the case may be.




(e) If the Buyer or any successor or assign of the Buyer is not incorporated under the laws
of the United States, any State thereof, or the District of Columbia (a “Foreign Buyer”),
such Foreign Buyer shall provide the Sellers with properly completed United States Internal
Revenue Service (“IRS”) Form W-8BEN or W-8ECI or any successor form prescribed by the IRS,
certifying that such Foreign Buyer is entitled to benefits under an income tax treaty to which the
United States is a party which reduces the rate of withholding tax on payments of interest or
certifying that the income receivable pursuant to this Agreement is effectively connected with the
conduct of a trade or business in the United States on or prior to the date upon which each such
Foreign Buyer becomes a Buyer. Each Foreign Buyer will resubmit the appropriate form on the
earliest of (A) the third anniversary of the prior submission or (B) on or before the expiration
of thirty (30) days after there is a “change in circumstances” with respect to such Foreign Buyer
as defined in Treas. Reg. Section 1.1441(e)(4)(ii)(D). For any period with respect to which a
Foreign Buyer has failed to provide Sellers with the appropriate form or other relevant document
pursuant to this Section 8(e) (unless such failure is due to a change in treaty, law, or
regulation occurring subsequent to the date on which a form originally was required to be
provided), such Foreign Buyer shall not be entitled to any “gross-up” of Taxes or indemnification
under Section 8(d) with respect to Taxes imposed by the United States; provided,
however, that should a Foreign Buyer, which is otherwise exempt from a withholding tax,
become subject to Taxes because of its failure to deliver a form required hereunder, the Sellers
shall take such steps as such Foreign Buyer shall reasonably request to assist such Foreign Buyer
to recover such Taxes.




(f) Without prejudice to the survival of any other agreement of the Sellers hereunder, the
agreements and obligations of the Sellers contained in this Section 8 shall survive the
termination of this Repurchase Agreement. Nothing contained in this Section 8 shall require the
Buyer to make available any of its tax returns or other information that it deems to be
confidential or proprietary.




	9.	 	SECURITY INTEREST; THE BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT






(a) The Sellers and the Buyer intend that the Transactions hereunder be sales to the Buyer of
the Purchased Assets and not loans from the Buyer to the Sellers secured by the Purchased Assets.
However, in order to preserve the Buyer’s rights under this Agreement in the event that a court or
other forum recharacterizes the Transactions hereunder as other than sales, and as security for
each Seller’s performance of all of its Obligations, each Seller hereby grants the Buyer a fully
perfected first priority security interest in the following property, whether now existing or
hereafter acquired: the Purchased Assets, all mortgage guaranties and insurance relating to such
Purchased Assets (issued by governmental agencies or otherwise) or the related Mortgaged Property
and any mortgage insurance certificate or other document evidencing such mortgage guaranties or
insurance and all claims and payments thereunder, any purchase agreements or other agreements or
contracts relating to or constituting any or all of the foregoing, all “accounts” as defined in
the Uniform Commercial Code relating to or constituting any or all of the foregoing, including the
Collection Account, and any other contract rights, payments, rights to payment (including payments
of interest or finance charges), and all instruments, chattel paper, securities, investment
property and general intangibles and other assets comprising or relating to the foregoing, any
security account and all rights to Income and the rights to enforce such payments arising from any
of the foregoing, all guarantees or other support for the foregoing, and any and all replacements,
substitutions, distributions on, or proceeds with respect to, any of the foregoing (collectively
the “Purchased Items”). Each Seller acknowledges and agrees that its rights with respect
to the Purchased Items (including without limitation, its security interest in the Purchased
Assets and any other collateral granted to such Seller pursuant to any other agreement) are and
shall continue to be at all times junior and subordinate to the rights of the Buyer hereunder.




(b) Each Seller hereby irrevocably constitutes and appoints the Buyer and any officer or
agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Seller and in the name of such
Seller or in its own name, from time to time in the Buyer’s discretion, for the purpose of
carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to
execute any and all documents and instruments which may be reasonably necessary or desirable to
accomplish the purposes of this Repurchase Agreement, to file such financing statement or
statements relating to the Purchased Assets and the Purchased Items without such Seller’s
signature thereon as the Buyer at its option may deem appropriate, and, without limiting the
generality of the foregoing, each Seller hereby gives the Buyer the power and right, on behalf of
such Seller, without assent by, but with notice to, such Seller, if an Event of Default shall have
occurred and be continuing, to do the following:




(i) in the name of such Seller, or in its own name, or otherwise, to take possession of
and endorse and collect any checks, drafts, notes, acceptances or other instruments for the
payment of moneys due with respect to any other Purchased Assets and to file any claim or to
take any other action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Buyer for the purpose of collecting any and all such moneys due with
respect to any other Purchased Assets whenever payable;




(ii) to pay or discharge taxes and Liens levied or placed on or threatened against the
Purchased Assets;




(iii) (A) to direct any party liable for any payment under any Purchased Assets to make
payment of any and all moneys due or to become due thereunder directly to the Buyer or as
the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt
for, any and all moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Purchased Assets; (C) to sign and endorse any invoices,
assignments, verifications, notices and other documents in connection with any Purchased
Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity
in any court of competent jurisdiction to collect the Purchased Assets or any proceeds
thereof and to enforce any other right in respect of any Purchased Assets; (E) to defend any
suit, action or proceeding brought against such Seller with respect to any Purchased Assets;
(F) to settle, compromise or adjust any suit, action or proceeding described in clause (E)
above and, in connection therewith, to give such discharges or releases as the Buyer may
deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with
respect to or otherwise deal with any Purchased Assets as fully and completely as though the
Buyer were the absolute owner thereof for all purposes, and to do, at the Buyer’s option and
such Seller’s expense, at any time, and from time to time, all acts and things which the
Buyer deems necessary to protect, preserve or realize upon the Purchased Assets and the
Purchased Items and the Buyer’s Liens thereon and to effect the intent of this Repurchase
Agreement, all as fully and effectively as such Seller might do.



Each Seller 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.



Each Seller also authorizes the Buyer, if an Event of Default shall have occurred, from time
to time, to execute, in connection with any sale provided for in Section 20 hereof, any
endorsements, assignments or other instruments of conveyance or transfer with respect to the
Purchased Assets.



The powers conferred on the Buyer hereunder are solely to protect the Buyer’s interests in the
Purchased Assets and shall not impose any duty upon it to exercise any such powers. The Buyer
shall be accountable only for amounts that it actually receives as a result of the exercise of such
powers, and neither it nor any of its officers, directors, employees or agents shall be responsible
to the Sellers for any act or failure to act hereunder, except for its or their own gross
negligence or willful misconduct.




	10.	 	CONDITIONS PRECEDENT






(a) As conditions precedent to the initial Transaction, the Buyer shall have received on or
before the day of such initial Transaction the following, in form and substance satisfactory to
the Buyer and duly executed by each party thereto (as applicable):




(i) The Program Documents (other than the Electronic Tracking Agreement) duly executed
and delivered by the parties thereto and being in full force and effect, free of any
modification, breach or waiver;




(ii) A certified copy of each Seller’s and the Guarantor’s consents or corporate
resolutions, as applicable, approving the Program Documents and Transactions thereunder
(either specifically or by general resolution), and all documents evidencing other necessary
corporate action or governmental approvals as may be required in connection with the Program
Documents;




(iii) An incumbency certificate of the secretaries of each Seller and the Guarantor
certifying the names, true signatures and titles of each Seller’s and the Guarantor’s
representatives duly authorized to request Transactions hereunder and to execute the Program
Documents and the other documents to be delivered thereunder;




(iv) An opinion of each Seller’s and the Guarantor’s counsel as to such matters as the
Buyer may reasonably request (including, without limitation, enforceability,
non-contravention, and perfection opinions) each in form and substance acceptable
to the Buyer;




(v) A copy of the current Underwriting Guidelines certified by an officer of each
Seller;




(vi) The payment in respect of the legal fees as set forth in the Pricing Side Letter;




(vii) Evidence that all other actions necessary or, in the opinion of the Buyer,
desirable to perfect and protect the Buyer’s interest in the Purchased Assets and other
Purchased Items have been taken, including, without limitation, duly executed and filed
Uniform Commercial Code financing statements on Form UCC-1;




(viii) The Buyer shall have completed the due diligence review pursuant to Section 38,
and such review shall be satisfactory to the Buyer in its sole discretion;




(ix) The Buyer’s internal credit committee shall have approved the Program Documents
and Transactions thereunder (either specifically or by general resolution);




(x) Any other documents reasonably requested by the Buyer; and




(xi) Evidence of the establishment of the Collection Account.




(b) The obligation of the Buyer to enter into each Transaction pursuant to this Agreement is
subject to the following conditions precedent:




(i) The Buyer or its designee shall have received on or before the day of a Transaction
with respect to such Purchased Assets (unless otherwise specified in this Agreement) the
following, in form and substance satisfactory to the Buyer and (if applicable) duly
executed:




	 	(A)	 	The Transaction Notice, Asset Schedule and if such
Asset is a Mortgage Loan, a Mortgage Loan Transmission with respect to such
Purchased Assets, delivered pursuant to Section 3(a);






	 	(B)	 	The Trust Receipt with respect to such Purchased
Assets, with the Asset Schedule attached;






	 	(C)	 	Such certificates, customary opinions of counsel or
other documents as the Buyer may reasonably request, provided that such
opinions of counsel shall not be required routinely in connection with each
Transaction but shall only be required from time to time as deemed
necessary by the Buyer in its commercially reasonable judgment; and






	 	(D)	 	A copy of the Underwriting Guidelines to the extent
such guidelines have been amended;






(ii) No Default or Event of Default shall have occurred and be continuing;




(iii) The Buyer shall not have determined that the introduction of or a change in any
requirement of law or in the interpretation or administration of any requirement of law
applicable to the Buyer has made it unlawful, and no Governmental Authority shall have
asserted that it is unlawful, for the Buyer to enter into Transactions with a Pricing Rate
based on LIBOR;




(iv) All representations and warranties in the Program Documents shall be true and
correct on the date of such Transaction and each Seller and the Guarantor are in compliance
with the terms and conditions of the Program Documents;




(v) The then aggregate outstanding Purchase Price for all Purchased Assets, when added
to the Purchase Price for the requested Transaction, shall not exceed the Maximum Aggregate
Purchase Price;




(vi) Satisfaction of any conditions precedent to the initial Transaction as set forth
in clause (a) of this Section 10 that were not satisfied prior to such initial Purchase
Date;




(vii) The Buyer shall have determined that all actions necessary or, in the opinion of
the Buyer, desirable to maintain the Buyer’s perfected interest in the Purchased Assets and
other Purchased Items have been taken, including, without limitation, duly executed and
filed Uniform Commercial Code financing statements on Form UCC-1;




(viii) Each Seller shall have paid to the Buyer all fees and expenses owed to the Buyer
in accordance with this Agreement;




(ix) The Buyer or its designee shall have received any other documents reasonably
requested by the Buyer;




(x) The Buyer shall have received the Custodian Loan Transmission from the Custodian
pursuant to Section 3(a) of the Custodial Agreement;




(xi) There shall be no Market Value Deficit at the time immediately prior to entering
into a new Transaction;




(xii) No event or events shall have been reasonably determined by the Buyer to have
occurred and to be continuing resulting in the effective absence of a “repo market”
respecting loans or mortgage-backed or asset-backed securities such that the Buyer is or was
unable to finance or fund purchases under this Agreement through the “repo market” or the
Buyer’s customers;




(xiii) Each secured party (including any party that has a precautionary security
interest in a Purchased Asset) shall have released all of its right, title and interest in,
to and under such Purchased Asset (including, without limitation, any security interest that
such secured party or secured party’s agent may have by virtue of its possession, custody or
control thereof) and has filed Uniform Commercial Code termination statements in respect of
any Uniform Commercial Code filings made in respect of such Purchased Asset, and each such
release and Uniform Commercial Code termination statement has been delivered to the Buyer
prior to each Transaction and to the Custodian as part of the Asset File;




(xiv) If at any time a Seller shall become a member of MERS, the parties shall have
entered into the Electronic Tracking Agreement prior to the next succeeding Transaction;




(xv) With respect to any Transaction related to a Wet Loan, the related Seller shall
have sent the Buyer a notice identifying the Settlement Agent; and




(xvi) With respect to each Eligible REO Interest, the related Seller shall have
delivered, or caused to be delivered, to the Custodian for recordation in the appropriate
governmental recording office of the jurisdiction where the related REO Property is located,
the original executed deed (in recordable form) to such REO Property, naming the related REO
Subsidiary as the grantee.




	11.	 	RELEASE OF PURCHASED ASSETS





Upon timely payment in full of the Repurchase Price and all other Obligations (if any) then
owing with respect to a Purchased Asset, unless a Default or Event of Default shall have occurred
and be continuing, then (a) the Buyer shall be deemed to have terminated any security interest that
the Buyer may have in such Purchased Asset and any Purchased Items solely related to such Purchased
Asset and (b) with respect to such Purchased Asset, the Buyer shall direct the Custodian to release
such Purchased Asset and any Purchased Items solely related to such Purchased Asset to the related
Seller unless such release and termination would give rise to or perpetuate a Market Value Deficit.
Except as set forth in Sections 6(a) and 17, the related Seller shall give at least one (1)
Business Day prior written notice to the Buyer if such repurchase shall occur on any date other
than the Repurchase Date set forth in Section 3(b).



If such a Market Value Deficit is applicable, the Buyer shall notify the related Seller of the
amount thereof and the related Seller may thereupon satisfy the Maintenance Call in the manner
specified in Section 6.




	12.	 	RELIANCE





With respect to any Transaction, the Buyer may conclusively rely upon, and shall incur no
liability to the related Seller or the Guarantor in acting upon, any request or other communication
that the Buyer reasonably believes to have been given or made by a person authorized to enter into
a Transaction on the related Seller’s or the Guarantor’s behalf.




	13.	 	REPRESENTATIONS AND WARRANTIES





Each Seller and the Guarantor hereby represents and warrants, and shall on and as of the
Purchase Date for any Transaction and on and as of each date thereafter through and including the
related Repurchase Date be deemed to represent and warrant, with respect to itself alone, that:




(a) Due Organization and Qualification. Such Person is duly organized, validly
existing and in good standing under the laws of the jurisdiction under whose laws it is organized.
Such Person is duly qualified to do business and has obtained all necessary licenses, permits,
charters, registrations and approvals necessary for the conduct of its business as currently
conducted and the performance of its obligations under the Program Documents except where any
failure to obtain such a license, permit, charter, registration or approval will not cause a
Material Adverse Effect with respect to such Person or impair the enforceability of any Purchased
Asset.




(b) Power and Authority. Such Person has all necessary power and authority to
conduct its business as currently conducted, to execute, deliver and perform its obligations under
the Program Documents and to consummate the Transactions.




(c) Due Authorization. The execution, delivery and performance of the Program
Documents by such Person has been duly authorized by all necessary action and do not require any
additional approvals or consents or other action by or any notice to or filing with any Person
other than any that have heretofore been obtained, given or made.




(d) Noncontravention. Neither the execution and delivery of the Program Documents by
such Person nor the consummation of the Transactions and transactions thereunder:




(i) conflicts with, breaches or violates any provision of the organizational documents
or material agreements of such Person or any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award currently in effect having applicability to such
Person or its properties;




(i) constitutes a material default by such Person under any loan or repurchase
agreement, mortgage, indenture or other agreement or instrument to which such Person is a
party or by which it or any of its properties is or may be bound or affected; or




(ii) results in or requires the creation of any lien upon or in respect of any of the
assets of such Person except the liens granted to the Buyer by such Person under the Program
Documents.




(e) Legal Proceeding. There is no action, proceeding or investigation by or before
any court, governmental or administrative agency or arbitrator affecting any of the Purchased
Assets, such Person or any of its Affiliates, pending or threatened, which is reasonably likely to
be adversely determined and which, if decided adversely, would have a reasonable likelihood of
having a Material Adverse Effect with respect to such Person.




(f) Valid and Binding Obligations. Each of the Program Documents to which such
Person is a party, when executed and delivered by such Person, as applicable, will constitute the
legal, valid and binding obligations of the Seller, the Guarantor or the Servicer, as applicable,
enforceable against such Person, in accordance with their respective terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors’ rights generally and general equitable principles (regardless of
whether enforcement is sought in a proceeding in equity or at law).




(g) Financial Statements. The Guarantor’s financial statements, copies of which have
been furnished to the Buyer, (i) are, as of the dates and for the periods referred to therein,
complete and correct in all material respects, (ii) present fairly the financial condition and
results of operations of the Guarantor as of the dates and for the periods indicated and (iii)
have been prepared in accordance with GAAP consistently applied, except as noted therein (subject
as to interim statements to normal year-end adjustments). Since the date of the most recent
financial statements, there has been no Material Adverse Change with respect to the Guarantor.
Except as disclosed in such financial statements, the Guarantor is not subject to any contingent
liabilities or commitments that, individually or in the aggregate, have a reasonable likelihood of
causing a Material Adverse Change with respect to the Guarantor.




(h) Accuracy of Information. None of the documents or information prepared by or on
behalf of such Person and provided to the Buyer relating to such Person’s financial condition
contain any statement of a material fact with respect to such Person or the Transactions that was
untrue or misleading in any material respect when made. Since the furnishing of such documents or
information, there has been no change, nor any development or event involving a prospective change
known to such Person, that would render any of such documents or information untrue or misleading
in any material respect.




(i) No Consents. No consent, license, approval or authorization from, or
registration, filing or declaration with, any regulatory body, administrative agency, or other
governmental agency or instrumentality, nor any consent, approval, waiver or notification of any
creditor, lessor or other non-governmental person, is required in connection with the execution,
delivery and performance by such Person of this Agreement or the consummation by such Person of
any other Program Document, other than any that have heretofore been obtained, given or made, and
Uniform Commercial Code filings.




(j) Compliance With Law, Etc. No practice, procedure or policy employed or proposed
to be employed by such Person in the conduct of their businesses violates any law, regulation,
judgment, agreement, regulatory consent, order or decree applicable to it which, if enforced,
would result in either a Material Adverse Change or a Material Adverse Effect with respect to such
Person.




(k) Solvency; Fraudulent Conveyance. Such Person is solvent and will not be rendered
insolvent by the Transaction and, after giving effect to such Transaction, such Person will not be
left with an unreasonably small amount of capital with which to engage in its business. Such
Person does not intend to incur, nor believes that it has incurred, debts beyond its ability to
pay such debts as they mature. Such Person is not contemplating the commencement of insolvency,
bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator,
conservator, trustee or similar official in respect of such Person or any of its assets. The
amount of consideration being received by the Seller upon the sale of the Purchased Assets to the
Buyer constitutes reasonably equivalent value and fair consideration for such Purchased Assets.
The Seller is not transferring any Purchased Assets with any intent to hinder, delay or defraud
any of its creditors.




(l) Investment Company Act Compliance. The Seller is not required to be registered
as an “investment company” as defined under the Investment Company Act nor as an entity under the
control of an “investment company” as defined under the Investment Company Act.




(m) Taxes. Such Person has filed all federal and state tax returns which are
required to be filed and has paid all taxes, including any assessments received by it, to the
extent that such taxes have become due (other than for taxes that are being contested in good
faith or for which it has established adequate reserves). Any taxes, fees and other governmental
charges payable by such Person in connection with a Transaction and the execution and delivery of
the Program Documents have been paid.




(n) Additional Representations. With respect to each Purchased Asset, such Person
hereby makes all of the applicable representations and warranties set forth in Exhibits B-1
and B-2 as of the date the related Asset File is delivered to the Custodian with respect to
the Purchased Assets and continuously while such Purchased Asset is subject to a Transaction.
Further, as of each Purchase Date, such Person shall be deemed to have represented and warranted
in like manner that such Person does not have knowledge that any such representation or warranty
may have ceased to be true in any material respect as of such date, except as otherwise stated in
a Transaction Notice, any such exception to identify the applicable representation or warranty and
specify in reasonable detail the related knowledge of such Person. In addition, each Seller
agrees to make the representations and warranties set forth in Exhibits B-1 and B-2 to
this Agreement as of the “cut-off date” of the securitization or whole loan sale of the related
Purchased Assets by the Sellers or the Buyer, as applicable; provided, however,
that to the extent that the Sellers have at the time of such securitization or whole loan sale
actual knowledge of any facts or circumstances that would render any of such representations and
warranties materially false, the Sellers shall have no obligation to make such materially false
representation and warranty.




(o) No Broker. Such Person has not dealt with any broker, investment banker, agent,
or other person, except for the Buyer, who may be entitled to any commission or compensation in
connection with the sale of Purchased Assets pursuant to this Agreement; provided, that if
such Person has dealt with any broker, investment banker, agent, or other person, except for the
Buyer, who may be entitled to any commission or compensation in connection with the sale of
Purchased Assets pursuant to this Agreement, such commission or compensation shall have been paid
in full by such Person, as applicable.




(p) Corporate Separateness.




(i) The capital of such Person is adequate for the respective business and undertakings
of such Person.




(ii) Other than as provided in this Agreement and the other Program Documents, the
Seller is not engaged in any business transactions with the Guarantor or any of its
Affiliates other than transactions in the ordinary course of its business on an
“arms-length” basis.




(q) MERS. To the extent that some or all of the Purchased Assets consist of MERS
Designated Mortgage Loans, the Sellers and the Servicer are members of MERS in good standing.




(r) Purchased Items: Purchased Items Security.




(i) The Seller has not assigned, pledged, or otherwise conveyed or encumbered any
Purchased Asset to any other Person, and immediately prior to the sale of each such
Purchased Asset, the Seller was the sole owner of such Purchased Asset and had good and
marketable title thereto, free and clear of all Liens. Notwithstanding the foregoing, the
Seller may sell, transfer, assign or pledge or otherwise convey any foreclosed Mortgaged
Property to an REO Subsidiary.




(ii) The provisions of this Agreement are effective to create in favor of the Buyer a
valid security interest in all right, title and interest of the Seller in, to and under the
Purchased Items.




(iii) Upon receipt by the Custodian of each Note, endorsed in accordance with the
Custodial Agreement, the Buyer shall have a fully perfected first priority security interest
therein, in the Mortgage Loan evidenced thereby and in the Seller’s interest in the related
Mortgaged Property.




(iv) Upon the filing of financing statements on Form UCC-1 naming the Buyer as “Secured
Party” and the Seller as “Debtor”, and describing the Purchased Items, in the appropriate
jurisdictions and recording offices, the security interests granted hereunder in the
Purchased Items will constitute fully perfected first priority security interests under the
Uniform Commercial Code in all right, title and interest of the Seller in, to and under such
Purchased Items, which can be perfected by filing under the Uniform Commercial Code




(v) With respect to each Eligible REO Interest, such REO Interest of any REO Subsidiary
will constitute all of the issued and outstanding capital stock or other equity interests of
all classes of such REO Subsidiary, and all of such REO Interest will have been duly and
validly issued and, if capital stock, shall have been fully paid and nonassessable. Upon
the delivery to the Buyer or the Custodian of any certificates evidencing such REO Interest,
the Buyer shall have a fully perfected first priority security interest therein and in the
REO Subsidiary’s interest in the related REO Property.




(s) Acquisition of Mortgage Loans. The Mortgage Loans were acquired by the Seller,
and the collection practices used by the Servicer with respect to the Mortgage Loans have been, in
all material respects, legal, proper, reasonable and customary in the residential sub-prime
mortgage loan servicing business.




(t) No Adverse Selection. The Seller used no selection procedures that identified
the Mortgage Loans as being less desirable or valuable than other comparable mortgage loans owned
by the Seller.




(u) Material Adverse Effect. There is no action, suit, proceeding, investigation,
or arbitration pending or, to the Seller’s knowledge, threatened against the Seller which could
result in the occurrence of a Material Adverse Effect.




(v) Material Adverse Change. There has been no Material Adverse Change in the
business, operations, financial condition, properties or prospects of the Seller or its Affiliates
since the date set forth in the most recent financial statements supplied to the Buyer.



The representations and warranties set forth in this Agreement shall survive transfer of the
Purchased Assets to the Buyer and shall continue for so long as the Purchased Assets are subject to
this Agreement.




	14.	 	COVENANTS OF SELLER





Each Seller and the Guarantor, as applicable, hereby covenants with the Buyer as follows:




(a) Defense of Title. Each of the Seller and the Guarantor warrants and will defend
the right, title and interest of the Buyer in and to all Purchased Items against all adverse
claims and demands.




(b) No Amendment or Compromise. Without the Buyer’s prior written consent, none of
the Seller, the Guarantor or those acting on the Seller’s or the Guarantor’s behalf shall amend or
modify, or waive any term or condition of, or settle or compromise any claim in respect of, any
item of the Purchased Assets, any related rights or any of the Program Documents, provided that
the Servicer may amend or modify a Purchased Asset if such amendment or modification does not
affect the amount or timing of any payment of principal or interest, extend its scheduled maturity
date, modify its interest rate, or constitute a cancellation or discharge of its outstanding
principal balance and does not materially and adversely affect the security afforded by the real
property, furnishings, fixtures, or equipment securing the Purchased Asset; provided further that,
with respect to a Purchased Asset which is a Hospital Mortgage Loan, the Servicer may amend or
modify such Purchased Asset if such amendment or modification is in compliance with Accepted
Servicing Practices, and is for the purpose of maximizing the recovery of principal and interest
on the related Note.




(c) No Assignment. Except as permitted herein, none of the Seller, the Guarantor, or
the Servicer shall sell, assign, transfer or otherwise dispose of, or grant any option with
respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise
encumber (except pursuant to the Program Documents), any of the Purchased Assets or any interest
therein, provided that this Section 14(c) shall not prevent any contribution, assignment,
transfer or conveyance of Purchased Assets in accordance with the Program Documents.




(d) Servicing of Mortgage Loans. The Seller and the Guarantor shall cause the
Servicer to service, or cause to be serviced, all Mortgage Loans that are part of the Purchased
Assets in accordance with Accepted Servicing Practices, pending any delivery of such servicing to
the Buyer pursuant to Section 14(r), employing at least the same procedures and exercising the
same care that the Servicer customarily employs in servicing Mortgage Loans for its own account.
The Seller shall notify the servicers of the Buyer’s interest hereunder and the Seller shall
notify the Buyer of the name and address of all the servicers of Mortgage Loans. Prior to any
Person other than New Century Mortgage Corporation becoming a servicer or subservicer of the
Purchased Assets, the Buyer shall have the right to approve each such servicer or subservicer and
the form of all Servicing Agreements or servicing side letter agreements with respect to such
servicer or subservicer. The Seller shall cause the Servicer to hold or cause to be held all
escrow funds collected with respect to such Mortgage Loans in trust accounts and shall apply the
same for the purposes for which such funds were collected and shall remit all amounts with respect
to principal and interest into the Collection Account on the remittance date specified in the
Servicing Agreement. Upon the Buyer’s request, the Seller shall provide reasonably promptly to
the Buyer a letter addressed to and agreed to by each servicer of Mortgage Loans, in form and
substance reasonably satisfactory to the Buyer, advising such servicer of such matters as the
Buyer may reasonably request. If the Seller should discover that, for any reason whatsoever, the
Seller or any entity responsible to the Seller by contract for managing or servicing any such
Mortgage Loan has failed to perform fully the Seller’s obligations under the Program Documents or
any of the obligations of such entities with respect to the Purchased Assets, the Seller shall
promptly notify the Buyer.




(e) Preservation of Purchased Items: Purchased Items Value. To the extent within the
Seller’s ability and control, the Seller shall do all things necessary to preserve the Purchased
Items so that they remain subject to a first priority perfected security interest hereunder.
Without limiting the foregoing, each Seller will comply with all applicable laws, rules,
regulations and other laws of any Governmental Authority applicable to the Seller relating to the
Purchased Items and cause the Purchased Items to comply with all applicable laws, rules,
regulations and other laws of any such Governmental Authority. No Seller will allow any default
for which the Seller is responsible to occur under any Purchased Items or any Program Documents
and the Seller shall fully perform or cause to be performed when due all of its obligations under
any Purchased Items or the Program Documents.




(f) Maintenance of Papers, Records and Files. The Seller shall acquire, and the
Seller or the Servicer of the Purchased Assets shall build, maintain and have available, a
complete file in accordance with lending industry custom and practice for each Purchased Asset.
The Seller or the Servicer of the Purchased Assets will maintain all such Records not in the
possession of the Custodian in good and complete condition in accordance with industry practices
and preserve them against loss.




(i) The Seller and the Servicer shall collect and maintain or cause to be collected and
maintained all Records relating to the Purchased Assets in accordance with industry custom
and practice, including those maintained pursuant to the preceding subsection, and all such
Records shall be in the Custodian’s possession unless the Buyer otherwise approves. Neither
the Seller nor the Guarantor will cause or authorize any such papers, records or files that
are an original or an only copy to leave Custodian’s possession, except for individual items
removed in connection with servicing a specific Mortgage Loan, in which event the Seller
will obtain or cause to be obtained a receipt from the Custodian for any such paper, record
or file.




(ii) For so long as the Buyer has an interest in or lien on any Purchased Asset, the
Seller and the Servicer will hold or cause to be held all related Records in trust for the
Buyer. The Seller or the Servicer shall notify, or cause to be notified, every other party
holding any such Records of the interests and liens granted hereby.




(iii) Upon reasonable advance notice from the Custodian or the Buyer, the Seller and
the Servicer shall (x) make any and all such Records available to the Custodian or the Buyer
to examine any such Records, either by its own officers or employees, or by agents or
contractors, or both, and make copies of all or any portion thereof, (y) permit the Buyer or
its authorized agents to discuss the affairs, finances and accounts of the Seller or the
Guarantor with its respective chief operating officer and chief financial officer and to
discuss the affairs, finances and accounts of the Seller or the Guarantor with its
independent certified public accountants.




(g) Financial Statements and Other Information; Financial Covenants.




(i) The Seller and the Guarantor shall keep or cause to be kept in reasonable detail
books and records setting forth an account of its assets and business and shall clearly
reflect therein the transfer of Purchased Assets to the Buyer. The Seller and the Guarantor
shall furnish or cause to be furnished to the Buyer the following:




(A) Financial Statements.  (w) As soon as available and in
any event within ninety (90) days after the end of each fiscal year, the
consolidated, audited balance sheets of the Seller and the Guarantor as of the end
of each fiscal year of the Guarantor (inclusive of the Seller), and the audited
financial statements of income and changes in equity of the Guarantor and audited
statement of cash flows of each of the Seller and the Guarantor for such fiscal
year, (x) as soon as available and in any event within forty-five (45) days after
the end of each quarter, the consolidated, unaudited balance sheets of the Seller
and the Guarantor as of the end of each quarter and the unaudited financial
statements of income and changes in equity and the unaudited statement of cash flows
of each of the Seller and the Guarantor for the portion of the fiscal year then
ended, (y) as soon as available and in any event within thirty (30) days after the
end of each month, the consolidated, unaudited balance sheets of the Seller and the
Guarantor as of the end of each month and the unaudited financial statements of
income and changes in equity and the unaudited statement of cash flows of each of
the Seller and the Guarantor for the portion of the fiscal year then ended, and (z)
on a timely basis, all quarterly and annual consolidating financial statements
reflecting material intercompany adjustments. Each of the foregoing financial
statements shall have been prepared in accordance with GAAP and certified by the
Seller’s or the Guarantor’s respective chief financial officer, as applicable, in
the form of a compliance certificate to be delivered along with the above financial
statements. The Seller and the Guarantor shall furnish or cause to be furnished to
the Buyer all Forms 10-K, registration statements and other corporate finance
filings made with the Securities Exchange Commission for or on behalf of the Seller
and for or on behalf of the Guarantor on a timely basis and, with respect to any
Form 10-K, within ninety (90) days after the end of each fiscal year. The Seller
shall furnish or cause to be furnished to the Buyer any other financial information
regarding the Seller or the Guarantor reasonably requested by the Buyer.




(B) Purchased Asset Data. Monthly reports in form and scope
satisfactory to the Buyer, setting forth data regarding the performance of the
Purchased Assets for the immediately preceding month, and such other information as
the Buyer may reasonably request, including, without limitation, all collections,
prepayments, delinquencies, losses and recoveries related to the Purchased Assets,
any other information regarding the Purchased Assets requested by the Buyer and the
performance of any loans serviced by or on behalf of the Servicer and any other
financial information regarding the Seller reasonably requested by the Buyer.




(C) Monthly Servicing Diskettes. On or before the fifteenth
(15th) day of each calendar month (or if such day is not a Business Day,
the immediately following Business Day), or any other time as the Buyer requests, a
Mortgage Loan Transmission or a diskette (or any other Electronic Transmission
acceptable to the Buyer) in a format acceptable to the Buyer containing such
information with respect to the Purchased Assets as the Buyer may reasonably
request.




(ii) The Guarantor shall comply with the following financial covenants: the Guarantor
will, at all times, (a) maintain a Tangible Net Worth, on a consolidated basis, during each
fiscal year, of not less than the sum of (i) $750,000,000 and (ii) fifty percent (50%) of
all equity capital raised after November 1, 2004 as of the last day of each of its fiscal
quarters; (b) maintain a ratio of Total Indebtedness to Tangible Net Worth as of the last
day of each fiscal quarter of greater than 13:1; and (c) maintain, on a consolidated basis,
cash and Cash Equivalents in an amount not less than $60,000,000.




(iii) The Seller shall execute and deliver to the Buyer a quarterly certification
substantially in the form of Exhibit A-1 hereto and the Guarantor shall execute and
deliver to the Buyer a quarterly certification substantially in the form of Exhibit
A-2 hereto, each within forty-five (45) days after the end of each quarter.




(h) Notice of Material Events. The Seller or the Guarantor shall promptly inform the
Buyer in writing of any of the following:




(i) any Default or Event of Default by the Seller or the Guarantor of any obligation
under any Program Document, or the occurrence or existence of any event or circumstance that
the Seller or the Guarantor reasonably expects will with the passage of time become a
Default or Event of Default by the Seller or the Guarantor, or any default related to any of
the Purchased Assets;




(ii) any material change in the insurance coverage required of the Seller, the
Guarantor or any other Person pursuant to any Program Document, with a copy of evidence of
same attached;




(iii) any material licensing dispute or any material litigation, investigation,
proceeding or suspension between the Seller or the Guarantor, on the one hand, and any
Governmental Authority or any other Person;




(iv) any material change in the accounting policies or financial reporting practices of
the Seller or the Guarantor;




(v) any event, circumstance or condition that has resulted, or has a reasonable
likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect
with respect to the Seller or the Guarantor;




(vi) upon the Seller becoming aware during the normal course of its business that the
Mortgaged Property in respect of any Purchased Asset or Purchased Assets with an aggregate
unpaid principal balance of at least $1,000,000 has been damaged by waste, fire, earthquake
or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as
to materially and adversely affect the Market Value of such Purchased Asset; and




(vii) upon the entry of a judgment or decree in an amount in excess of $7,000,000.




(i) Maintenance of Licenses. Each of the Seller and the Guarantor shall (i) maintain
all licenses, permits or other approvals necessary for each of the Seller and the Guarantor to
conduct its business and to perform its obligations under the Program Documents, (ii) remain in
good standing under the laws of each state in which it conducts business or in which any Mortgage
Property is located, and (iii) shall conduct its business strictly in accordance with applicable
law.




(j) Maintenance of Property; Insurance. The Seller shall cause the Servicer to keep
all property useful and necessary in its business in good working order and condition.




(k) Taxes, Etc. The Seller shall pay and discharge or cause to be paid and
discharged, when due, all taxes, assessments and governmental charges or levies imposed upon it or
upon its income and profits or upon any of its property, real, personal or mixed (including
without limitation, the Purchased Assets) or upon any part thereof, as well as any other lawful
claims which, if unpaid, might become a Lien upon such properties or any part thereof, except for
any such taxes, assessments and governmental charges, levies or claims as are appropriately
contested in good faith by appropriate proceedings diligently conducted and with respect to which
adequate reserves are provided. The Seller shall file on a timely basis all federal, and material
state and local tax and information returns, reports and any other information statements or
schedules required to be filed by or in respect of it.




(l) Nature of Business. Neither the Seller nor the Guarantor shall make any material
change in the nature of its business as carried on as of the date hereof.




(m) Limitation on Distributions. If a Default has occurred and is continuing,
neither the Seller nor the Guarantor shall pay any dividends or distributions with respect to any
capital stock or other equity interests in the Seller or the Guarantor, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly or indirectly,
whether in cash or property or in obligations of the Seller or the Guarantor.




(n) Use of the Custodian. Without the prior written consent of the Buyer, the Seller
and the Guarantor shall use no third party custodian as document custodian other than the
Custodian with respect to third party purchasers, prospective third party purchasers, lenders and
prospective third party lenders with respect to loans of the same type as the Purchased Assets.




(o) Merger of the Guarantor. The Guarantor shall not at any time, directly or
indirectly, (i) liquidate or dissolve or enter into any consolidation or merger or be subject to a
Change in Control without providing at least five (5) Business Days prior written notice of such
event to the Buyer; (ii) form or enter into any partnership, joint venture, syndicate or other
combination which would have a Material Adverse Effect with respect to the Guarantor; or (iii)
permit any Material Adverse Change to occur with respect to the Guarantor or the Guarantor’s
Subsidiaries.




(p) Insurance. The Guarantor will obtain and maintain insurance coverage for itself
and its Subsidiaries with respect to employee dishonesty, forgery or alteration, theft,
disappearance and destruction, robbery and safe burglary, property (other than money and
securities) and computer fraud in an aggregate amount at least equal to $1,000,000; provided that
the Guarantor may maintain a $200,000 sublimit with respect to direct financial losses caused by a
computer virus. The Guarantor shall add the Buyer as a loss payee of any such fidelity bond or
insurance policy. The Guarantor shall notify the Buyer of any material change in the terms of any
such fidelity bond or insurance policy. With respect to each Eligible REO Interest, the Seller
shall, and shall cause the related REO Subsidiary to, maintain errors and omissions insurance
and/or mortgage impairment insurance and blanket bond coverage in such amounts as are in effect on
the Effective Date (as disclosed to the Lender in writing) and shall not reduce such coverage
without the written consent of the Buyer, and shall also maintain, or cause to be maintained,
title and hazard insurance with financially sound and reputable insurance companies, with respect
to property and risks of a character usually maintained by entities engaged in the same or similar
business similarly situated, against loss, damage and liability of the kinds and in the amounts
customarily maintained by such entities.




(q) Affiliate Transaction. Except in the ordinary course of business, neither the
Seller nor the Guarantor shall at any time, directly or indirectly, sell, lease or otherwise
transfer any property or assets to, or otherwise acquire any property or assets from, or otherwise
engage in any transactions with, any of their Affiliates unless the terms thereof are no less
favorable to the Seller or the Guarantor, as applicable, than those that could be obtained at the
time of such transaction in an arm’s length transaction with a Person who is not such an
Affiliate.




(r) Change of Fiscal Year. Neither the Seller nor the Guarantor shall at any time,
directly or indirectly, except upon ninety (90) days’ prior written notice to the Buyer, change
the date on which the Seller’s or the Guarantor’s fiscal year begins from the Seller’s or the
Guarantor’s current fiscal year beginning date.




(s) Delivery of Servicing Rights. With respect to the Servicing Rights of each
Mortgage Loan, the Seller shall deliver such Servicing Rights to the designee of the Buyer, within
(75) days of a Purchase Date, unless otherwise stated in writing by the Buyer; provided that on
each Repurchase Date that is subject to a new Transaction, such delivery requirement is deemed
restated for such new Transaction (and the immediately preceding delivery requirement is deemed to
be rescinded) in the absence of directions to the contrary from the Buyer, and a new 75-day period
is deemed to commence as of such Repurchase Date. The Seller’s transfer of the Servicing Rights
under this Section shall be in accordance with customary standards in the industry. Upon the
delivery to the Buyer of the Servicing Rights as provided in this subsection (r), notwithstanding
anything else herein to the contrary, the Seller shall have no obligation to perform any of the
Servicer’s Obligations or covenants hereunder or under any other Program Document, nor shall the
Seller have any obligation to make or remake any representations or warranties with respect to the
Servicer.




(t) Underwriting Guidelines. The Seller shall promptly notify the Buyer in writing
of any material modifications to be made to the Underwriting Guidelines that will impact either
the Buyer or the Purchased Assets. The Seller agrees to deliver to the Buyer copies of the
Underwriting Guidelines in the event that any modifications are made to the Underwriting
Guidelines following the Closing Date. The Buyer shall not be required to purchase any Mortgage
Loans originated under such modified Underwriting Guidelines until the Buyer has reviewed and
approved such relevant modifications, which approval shall be deemed given if such modifications
are not rejected by the Buyer in writing within ten (10) days after the Buyer has received from
the Seller notice thereof and a copy of such modified Underwriting Guidelines.




(u) Reserved.




(v) MERS. The Seller will and will cause the Servicer to comply in all material
respects with the rules and procedures of MERS in connection with the servicing of any MERS
Designated Mortgage Loans for as long as such Purchased Assets are registered with MERS.




(w) REO Subsidiaries. (a) The Seller shall cause each REO Subsidiary to: (i)
continue to be duly formed and existing and a single purpose entity; (ii) continue to comply with
the provisions of its organizational documentation and the laws of the state of its formation
relating to entities of the same type; (iii) observe all legal requirements regarding its
existence; (iv) continue to accurately maintain its financial statements, accounting records and
other documents separate and apart from those of any other Person; (v) not commingle its assets
with those of any other Person; (vi) continue to accurately maintain its own bank accounts and
separate books of account; (vii) continue to pay its own liabilities (other than those liabilities
incurred under the Custodial Agreement) from its own separate assets; (viii) continue to identify
itself under its own name (or its d/b/a name as required by the laws of certain jurisdictions in
order to do business therein) and as a separate and distinct entity in all dealings with the
public; (ix) not identify itself as being a division or part of any other entity (except, in the
case of an REO Subsidiary, as a wholly-owned subsidiary of the Sellers); (x) not identify any
other Person as being a division or part of such REO Subsidiary and (xi) to the extent permitted
by applicable law, not cause such REO Subsidiary to become the debtor in any case or proceeding,
or otherwise avail itself of relief under, any bankruptcy, insolvency or similar law; provided,
however, that nothing contained in this subsection is intended to prevent the Sellers and any one
or more REO Subsidiaries from (a) maintaining joint accounting records and books of account with
each other, (b) paying their liabilities from each others’ assets and (c) identifying themselves
as related entities in dealings with the public.




(b) The Seller shall not permit such REO Subsidiary to: (i) create, incur, assume or
suffer to exist any Indebtedness or guarantee obligation; (ii) create, incur or permit to
exist, or permit or allow others to create, incur or permit to exist, any Lien, security
interest or claim on or to any of its property, other than the Liens in favor of the Buyer;
(iii) consummate any transaction of merger or consolidation or amalgamation, or liquidate,
wind up or dissolve itself (or suffer any liquidation or dissolution) or sell all or
substantially all of its assets; (iv) convey, sell, lease, assign, transfer or otherwise
dispose of, any of its property, business or assets (including, without limitation,
receivables and leasehold interests) whether now owned or hereafter acquired; (v) make any
advance, loan, extension of credit or capital contribution to, or purchase any stock,
bonds, notes, debentures or other securities of or any assets constituting a business unit
of, or make any other investment in (any of the foregoing, an “Investment”), any
Person other than an REO Subsidiary; (vi) amend its certificate of incorporation or by-laws
or other similar organizational or constitutive documents without the prior written consent
of the Buyer which consent shall not be unreasonably withheld; (vii) form any Subsidiaries
other than the REO Subsidiaries or (viii) with respect to each REO Subsidiary, engage in or
transact any business or operations other than the acquisition of REO Properties.




(c) The Seller shall cause each REO Subsidiary to maintain the REO Properties in the
condition received (reasonable wear and tear excepted) and promptly repair any damage or
casualty. The Seller shall cause each REO Subsidiary to permit the Buyer and its agents,
representatives and employees, upon reasonable prior notice, at the Buyer’s cost, to inspect
any REO Property and conduct such environmental and engineering studies as the Lender may
require; provided, that such inspections and studies do not materially and unreasonably
interfere with the use, operation and occupancy of such REO Property.



(x) The Buyer may obtain, at the Seller’s or the Guarantor’s expense, within the month prior
to the related Purchase Date (or immediately, with respect to any Purchased Loan if such Purchased
Loan subsequently becomes delinquent three Monthly Payments), a BPO with respect to each Eligible
Loan that is delinquent three or more Monthly Payments and with respect to each Eligible REO
Interest which is to be purchased on such Purchase Date; provided, however, that the vendor
providing such BPO must be approved by the Buyer. The Buyer hereby approves Hanson Quality Loan
Services, Nationwide Appraisal Services Corp. and Ocwen Federal Bank FSB. The Buyer has the right
to obtain a new BPO, at the expense of the Seller; with respect to each Purchased Loan delinquent
more than three Monthly Payments and with respect to each REO Property every six (6) months.



(y) Prior to the initial Purchase Date, the Sellers shall establish, for the benefit of the
Buyer, a Collection Account with the Control Bank in the Buyer’s name for the sole and exclusive
benefit of the Buyer. Such account shall become subject to the Collection Account Control
Agreement in form and substance satisfactory to the Buyer which shall be executed by the Sellers
and the Control Bank and delivered to the Buyer prior to the date that is thirty (30) calendar days
following the date of this Agreement. The Sellers shall segregate all amounts collected on account
of the Purchased Assets to be held in trust for the benefit of the Buyer, and shall remit such
collections in accordance with the Buyer’s written instructions. No amounts deposited into such
account shall be removed without the Buyer’s prior written consent. The Sellers shall follow the
instructions of the Buyer with respect to the Purchased Assets and deliver to the Buyer any
information with respect to the Purchased Assets reasonably requested by the Buyer. The Sellers
shall, and shall cause the Servicer to, deposit or credit to the Collection Account all items to be
deposited or credited thereto irrespective of any right of setoff or counterclaim arising in favor
of it (or any third party claiming through it) under any other agreement or arrangement. The
Sellers and the Buyer may, from time to time, agree to change the Control Bank, at which time the
Buyer shall terminate the then existing Control Bank in accordance with the procedures for
termination set forth in the Collection Account Control Agreement.




	15.	 	REPURCHASE DATE PAYMENTS/COLLECTIONS





On each Repurchase Date, the related Seller shall remit or shall cause to be remitted to the
Buyer the Repurchase Price together with any other Obligations then due and payable.




	16.	 	REPURCHASE OF PURCHASED ASSETS; CHANGE OF LAW






(a) Upon discovery by the Sellers or the Guarantor of a breach of any of the representations
and warranties set forth on Exhibit B-1 to this Agreement, the Sellers or the Guarantor
shall give prompt written notice thereof to the Buyer. Upon any such discovery by the Buyer, the
Buyer will notify the related the Seller. It is understood and agreed that the representations
and warranties set forth in Exhibit B-1 with respect to the Purchased Assets shall survive
delivery of the respective Asset Files to the Custodian and shall inure to the benefit of the
Buyer. The fact that the Buyer has conducted or has failed to conduct any partial or complete due
diligence investigation in connection with its purchase of any Purchased Asset shall not affect
the Buyer’s right to demand repurchase as provided under this Agreement. The Sellers shall,
within two (2) Business Days of the earlier of the Sellers’ or the Guarantor’s discovery or either
the Sellers or the Guarantor receiving notice with respect to any Purchased Asset of (i) any
breach of a representation or warranty contained in Exhibit B-1, or (ii) any failure to
deliver any of the items required to be delivered as part of the Asset File within the time period
required for delivery pursuant to the Custodial Agreement, promptly cure such breach or delivery
failure in all material respects. If within two (2) Business Days after the earlier of the
Sellers’ or the Guarantor’s discovery of such breach or delivery failure or the Sellers or the
Guarantor receiving notice thereof that such breach or delivery failure has not been remedied by
the Sellers, the Sellers shall promptly upon receipt of written instructions from the Buyer, at
the Buyer’s option, either (i) repurchase such Purchased Asset at a purchase price equal to the
Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated
by the Buyer, or (ii) transfer comparable Substitute Assets to the Buyer, as provided in Section
17 hereof.




(b) If the Buyer determines that the introduction of, any change in, or the interpretation or
administration of, any requirement of law has made it unlawful or commercially impracticable to
engage in any Transactions with the applicable Pricing Rate based on LIBOR, then the Sellers (i)
shall, upon their receipt of notice of such fact and demand from the Buyer (with a copy of such
notice to the Custodian), repurchase the Purchased Assets subject to the Transaction on the next
succeeding Business Day and, at the Seller’s election, concurrently enter into a new Transaction
with the Buyer with a Pricing Rate based on the Prime Rate plus the margin set forth in the
Pricing Side Letter as part of the Pricing Rate and (ii) may elect, by giving notice to the Buyer
and the Custodian, that all new Transactions shall have Pricing Rates based on the Prime Rate plus
such margin.




(c) If the Buyer determines in its sole discretion that any Change in Law or any change in
accounting rules regarding capital requirements has or would have the effect of reducing the rate
of return on the Buyer’s capital or on the capital of any Affiliate of the Buyer as a consequence
of such Change in Law on this Agreement, then from time to time, upon the Sellers’ receipt of an
itemized invoice, the Sellers will compensate the Buyer or the Buyer’s Affiliate, as applicable,
for such reduced rate of return suffered as a consequence of such Change in Law on terms similar
to those imposed by the Buyer on its other similarly affected customers. The Buyer shall provide
the Sellers with prompt notice as to any Change in Law. Notwithstanding any other provisions in
this Agreement, in the event of any such Change in Law, the Sellers will have the right to
terminate all Transactions then outstanding as of a date selected by the Sellers, which date shall
be prior to the then applicable Repurchase Date and which date shall thereafter for all purposes
hereof be deemed to be the Repurchase Date.




	17.	 	SUBSTITUTION





The Sellers may, subject to agreement with and acceptance by the Buyer upon one (1) Business
Day’s notice, substitute other assets which are substantially the same as the Purchased Assets (the
“Substitute Assets”) for any Purchased Assets. Such substitution shall be made by transfer
to the Buyer of such other Substitute Assets and transfer to the Sellers of such Purchased Assets
(the “Reacquired Assets”) along with the other information to be provided with respect to
the applicable Purchased Assets as described in Section 4. After substitution, the Substitute
Assets shall be deemed to be Purchased Assets, the Reacquired Assets shall no longer be deemed
Purchased Assets, the Buyer shall be deemed to have terminated and released any security interest
that the Buyer may have in the Reacquired Assets and any Purchased Items solely related to such
Reacquired Assets to the Sellers unless such termination and release would give rise to or
perpetuate a Market Value Deficit. Concurrently with any termination and release described in this
Section 17, the Buyer shall execute and deliver to the Sellers upon request, and the Buyer hereby
authorizes the Sellers to file and record, such documents as the Sellers may reasonably deem
necessary or advisable in order to evidence such termination and release.




	18.	 	REPURCHASE TRANSACTIONS





The Buyer shall have free and unrestricted use of all Purchased Assets and may, in the Buyer’s
sole election, engage in repurchase transactions with the Purchased Assets or otherwise pledge,
repledge, hypothecate, rehypothecate, assign, transfer or otherwise convey the Purchased Assets
with a counterparty of the Buyer’s choice, in all cases subject to the Buyer’s obligation to
reconvey the Purchased Assets (and not substitutes therefor) on the Repurchase Date. In the event
the Buyer engages in a repurchase transaction with any of the Purchased Assets or otherwise pledges
or hypothecates any of the Purchased Assets, the Buyer shall have the right to assign to the
Buyer’s counterparty any of the applicable representations or warranties in Exhibit B-1 to
this Agreement and the remedies for breach thereof, as they relate to the Purchased Assets that are
subject to such repurchase transaction. Nothing contained in this Agreement shall obligate the
Buyer to segregate any Purchased Assets delivered to the Buyer by a Seller.




	19.	 	EVENTS OF DEFAULT





With respect to any Transactions covered by or related to this Agreement, the occurrence of
any of the following events shall constitute an “Event of Default”:




(a) The related Seller fails to transfer the Purchased Assets to the Buyer on the applicable
Purchase Date (provided Buyer has tendered the related Purchase Price);




(b) The related Seller either fails to repurchase the Purchased Assets on the applicable
Repurchase Date or fails to perform its obligations under Section 6;




(c) Either the Sellers, the Guarantor or the Servicer shall fail to perform, observe or
comply with any material term, covenant or agreement contained in the Program Documents (other
than Exhibit B-1 to this Agreement and the other “Events of Default” set forth in this
Section 19) and such failure is not cured within the time period expressly provided or, if no such
cure period is provided, within five (5) Business Days (or one (1) Business Day with respect to a
default on any principal or interest payment obligation in this Agreement or any other document or
one (1) Business Day if the Purchased Assets exceed any applicable sublimits) of the earlier of
(i) such party’s receipt of written notice from the Buyer or the Custodian of such breach or (ii)
the date on which such party obtains notice or knowledge of the facts giving rise to such breach;




(d) Any representation or warranty made by the Sellers or the Guarantor (or any of the
Seller’s or the Guarantor’s officers) in the Program Documents or in any other document delivered
in connection therewith shall have been incorrect or untrue in any material respect when made or
repeated or deemed to have been made or repeated (other than the representations or warranties in
Section 13(n) and Exhibits B-1 and B-2 which shall be considered solely for the purpose of
determining whether the related Purchased Asset is an Eligible Asset, unless the Sellers shall
have made any such representations or warranties with the knowledge that they were materially
false or misleading at the time made or repeated or deemed to have been made or repeated);




(e) The Sellers, the Guarantor or any of the Sellers’ or the Guarantor’s Affiliates or
Subsidiaries (each, a “Seller Entity”) shall fail to pay any of its respective
Indebtedness (aggregating in excess of $10,000,000), or any interest or premium thereon when due
(whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), or shall
fail to make any payment when due under the Sellers’, the Guarantor’s or the Sellers’ or the
Guarantor’s Affiliates’ or Subsidiaries’ Guarantee of another person’s Indebtedness for borrowed
money (aggregating in excess of $10,000,000), and such failure shall entitle any related
counterparty to declare any such Indebtedness or Guarantee to be due and payable, or required to
be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity
thereof;




(f) A custodian, receiver, conservator, liquidator, trustee, sequestrator or similar official
for any Seller, the Guarantor, any REO Subsidiary or any of the Sellers’ or the Guarantor’s
Affiliates, or any of its respective Property (as a debtor or creditor protection procedure), is
appointed or takes possession of such Property; or any Seller, the Guarantor, any REO Subsidiary
or any of the Sellers’ or the Guarantor’s Affiliates generally fails to pay its respective debts
as they become due; or a Seller, the Guarantor, any REO Subsidiary or any of the Sellers’ or the
Guarantor’s Affiliates is adjudicated bankrupt or insolvent; or an order for relief is entered
under the Federal Bankruptcy Code, or any successor or similar applicable statute, or any
administrative insolvency scheme, against the Seller, the Guarantor and any REO Subsidiary, or any
of its respective Property is sequestered by court or administrative order; or a petition is filed
against any Seller, the Guarantor, any REO Subsidiary or any of the Seller’s or the Guarantor’s
Affiliates under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution, moratorium, delinquency or liquidation law of any jurisdiction, whether now or
subsequently in effect;




(g) Any Seller, the Guarantor, any REO Subsidiary or any of the Sellers’ or the Guarantor’s
Affiliates files a voluntary petition in bankruptcy, seeks relief under any provision of any
bankruptcy, reorganization, moratorium, delinquency, arrangement, insolvency, readjustment of
debt, dissolution or liquidation law of any jurisdiction whether now or subsequently in effect; or
consents to the filing of any petition against it under any such law; or consents to the
appointment of or taking possession by a custodian, receiver, conservator, trustee, liquidator,
sequestrator or similar official for it or of all or any part of its Property; or makes an
assignment for the benefit of its creditors;




(h) Any final, nonappealable judgment or order for the payment of money in excess of
$7,000,000 in the aggregate (to the extent that it is, in the reasonable determination of the
Buyer, uninsured and provided that any insurance or other credit posted in connection with an
appeal shall not be deemed insurance for these purposes) shall be rendered against the Sellers,
the Guarantor or any of the Sellers’ or the Guarantor’s Affiliates (including an REO Subsidiary)
by one or more courts, administrative tribunals or other bodies having jurisdiction over them and
the same shall not be discharged (or provisions shall not be made for such discharge), satisfied,
or bonded, or a stay of execution thereof shall not be procured, within sixty (60) days from the
date of entry thereof and the Sellers, the Guarantor or any of the Sellers’ or the Guarantor’s
Affiliates, as applicable, shall not, within said period of sixty (60) days, appeal therefrom and
cause the execution thereof to be stayed during such appeal;




(i) Any Governmental Authority 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 the Sellers or the
Guarantor or any REO Subsidiary, or shall have taken any action to displace the executive
management of the Sellers or the Guarantor, or to curtail its authority in the conduct of the
business of the Sellers or the Sellers’ ultimate parent entity, or takes any action in the nature
of enforcement to remove, limit or restrict the approval of the Sellers or the Guarantor as an
issuer, buyer or a seller/servicer of Mortgage Loans or securities backed thereby, and such action
provided for in this subsection (h) shall not have been discontinued or stayed within thirty (30)
days;




(j) Notwithstanding Section 19(e), the Sellers, the Guarantor or any of the Sellers’ or the
Guarantor’s Affiliates shall default under or fail to perform as requested under, or shall
otherwise materially breach the terms of, in each case beyond any applicable cure period, any
material instrument, agreement or contract between the Sellers, the Guarantor, or any of the
Sellers’ or the Guarantor’s Affiliates on the one hand and the Buyer or any of the Buyer’s
Affiliates on the other. For the avoidance of doubt, an instrument, agreement or contract shall
be deemed “material” if the consideration paid or obligations owed thereunder exceeds $500,000 in
the aggregate;




(k) In the good faith judgment of the Buyer, any Material Adverse Effect shall have occurred
with respect to the Sellers, the Guarantor or any of the Sellers’ or the Guarantor’s Affiliates
taken as a whole or any Material Adverse Change shall have occurred with respect to the financial
conditions or operations of the Guarantor;




(l) A Seller, the Guarantor or the Servicer shall admit in writing its inability to, or
intention not to, perform any of such Seller’s, the Guarantor’s or the Servicer’s respective
material Obligations;




(m) Reserved;




(n) Except as expressly permitted in this Agreement, the Guarantor shall directly or
indirectly, (i) liquidate or dissolve or enter into any consolidation or merger or be subject to a
Change in Control; or (ii) form or enter into any partnership, joint venture, syndicate or other
combination which would have a Material Adverse Effect with respect to the Guarantor;




(o) This Agreement shall for any reason cease to create a valid, first priority security
interest or ownership interest upon transfer in any material portion of the Purchased Assets or
Purchased Items purported to be covered hereby;




(p) Either the Sellers’ or the Guarantor’s audited annual financial statements or the notes
thereto or other opinions or conclusions stated therein shall be qualified or limited by reference
to the status of the Sellers or the Guarantor as a “going concern” or a reference of similar
import or shall indicate that the Seller or the Guarantor has a negative net worth or is
insolvent;




(q) The Guarantor shall fail to satisfy any of the financial covenants set forth in Section
14(g)(ii) of this Agreement;




(r) The Buyer shall reasonably request, specifying the reasons for such request, reasonable
information, and/or written responses to such requests, regarding the financial well-being of the
Sellers or the Guarantor and such reasonable information and/or responses shall not have been
provided within five (5) Business Days of such request;




(s) If any Seller or the Guarantor admits its inability or is manifestly unable to perform
fully when such performance will become due (taking into account any cure period or grace period
available to such Seller or the Guarantor) any obligation on the Sellers’ or the Guarantor’s part
to any broker, dealer, bank or other financial institution in respect of a transaction for at
least $10,000,000 in the aggregate involving securities, commodities or other instruments not then
due (regardless of whether the Buyer and/or any of its Affiliates has or have any right, title or
interest therein) which could result in the occurrence of a Material Adverse Effect with respect
to the Sellers or the Guarantor, as determined by the Buyer in its sole discretion;




(t) A material Event of Default shall have occurred and is continuing under any of the
Program Documents;




(u) The Guarantor shall have failed to maintain its status as a qualified real estate
investment trust under Section 856 of the Code; or




(v) The Sellers shall fail to satisfy the covenant set forth in Section 14(y) of this
Agreement with respect to the execution and delivery of the Collection Account Control Agreement.




	20.	 	REMEDIES





Upon the occurrence of an Event of Default, the Buyer, at its option (which option shall be
deemed to have been exercised immediately upon the occurrence of an Event of Default pursuant to
Section 19(f), (g) or (l) hereof), shall have the right to exercise any or all of the following
rights and remedies:




(a) (i) The Repurchase Date for each Transaction hereunder shall, if it has not already
occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any
Transaction has not yet occurred as of the date of such exercise or deemed exercise, such
Transaction shall be deemed immediately canceled). The Sellers’ obligations hereunder to
repurchase all Purchased Assets at the Repurchase Price therefor on the Repurchase Date for such
Transactions shall thereupon become immediately due and payable; all Income paid after such
exercise or deemed exercise shall be remitted to and retained by the Buyer and applied to the
aggregate Repurchase Prices and any other amounts owing by the Sellers hereunder; the Sellers and
the Guarantor shall immediately deliver to the Buyer or its designee any and all original papers,
Records and files relating to the Purchased Assets subject to such Transaction then in the
Sellers’ or the Servicer’s possession and/or control; and all right, title and interest in and
entitlement to such Purchased Assets and Servicing Rights thereon shall be deemed transferred to
Buyer or its designee.




(ii) The Buyer shall have the right to (A) sell, on or following the Business Day
following the date on which the Repurchase Price became due and payable pursuant to Section
20(a)(i) without notice or demand of any kind, at a public or private sale and at such price
or prices as the Buyer may reasonably deem satisfactory any or all Purchased Assets and/or
(B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased
Assets, to give the Sellers credit for such Purchased Assets in an amount equal to the
Market Value of the Purchased Assets against the aggregate unpaid Repurchase Price and any
other amounts owing by the Sellers hereunder. The Sellers shall remain liable to the Buyer
for any amounts that remain owing to the Buyer following a sale and/or credit under the
preceding sentence. The proceeds of any disposition of Purchased Assets shall be applied
first to the reasonable costs and expenses incurred by the Buyer in connection with
or as a result of an Event of Default; second to costs of cover and/or related
hedging transactions; third to the aggregate Repurchase Prices; and fourth
to all other Obligations.




(iii) The parties recognize that it may not be possible to purchase or sell all of the
Purchased Assets on a particular Business Day, or in a transaction with the same purchaser,
or in the same manner because the market for such Purchased Assets may not be liquid. In
view of the nature of the Purchased Assets, the parties agree that liquidation of a
Transaction or the underlying Purchased Assets does not require a public purchase or sale
and that a good faith private purchase or sale shall be deemed to have been made in a
commercially reasonable manner. Accordingly, the Buyer may elect the time and manner of
liquidating any Purchased Asset and nothing contained herein shall obligate Buyer to
liquidate any Purchased Asset on the occurrence of an Event of Default or to liquidate all
Purchased Assets in the same manner or on the same Business Day or constitute a waiver of
any right or remedy of the Buyer. Notwithstanding the foregoing, the parties to this
Agreement agree that the Transactions have been entered into in consideration of and in
reliance upon the fact that all Transactions hereunder constitute a single business and
contractual obligation and that each Transaction has been entered into in consideration of
the other Transactions.




(b) The Sellers hereby acknowledge, admit and agree that the Sellers’ obligations under this
Agreement are recourse obligations of the Sellers to which the Sellers pledge their full faith and
credit. In addition to its rights hereunder, the Buyer shall have the right to proceed against any
of the Sellers’ assets which may be in the possession of the Buyer, any of the Buyer’s Affiliates
or their designee (including the Custodian), including the right to liquidate such assets and to
set-off the proceeds against monies owed by the Sellers to the Buyer pursuant to this Agreement.
The Buyer may set off cash, the proceeds of the liquidation of the Purchased Assets and Additional
Purchased Assets, any other Purchased Items or their proceeds and all other sums or obligations
owed by the Buyer to the Sellers against all of the Sellers’ obligations to the Buyer, whether
under this Agreement, under a Transaction, or under any other agreement between the parties, or
otherwise, whether or not such obligations are then due, without prejudice to the Buyer’s right to
recover any deficiency.




(c) The Buyer shall have the right to obtain physical possession of the Records and all other
files of the Sellers relating to the Purchased Assets and all documents relating to the Purchased
Assets which are then or may thereafter come into the possession of the Sellers or any third party
acting for the Sellers and the Sellers shall deliver to the Buyer such assignments as the Buyer
shall request.




(d) The Buyer shall have the right to direct all Persons servicing the Purchased Assets to
take such action with respect to the Purchased Assets as the Buyer determines appropriate.




(e) The Buyer shall, without regard to the adequacy of the security for the Obligations, be
entitled to the appointment of a receiver by any court having jurisdiction, without notice, to
take possession of and protect, collect, manage, liquidate, and sell the Purchased Assets and any
other Purchased Items or any portion thereof, collect the payments due with respect to the
Purchased Assets and any other Purchased Items or any portion thereof, and do anything that the
Buyer is authorized hereunder to do. The Sellers shall pay all costs and expenses incurred by the
Buyer in connection with the appointment and activities of such receiver.




(f) The Buyer may, at its option, enter into one or more hedge instruments covering all or a
portion of the Purchased Assets, and the Sellers shall be responsible for all damages, judgments,
costs and expenses of any kind which may be imposed on, incurred by or asserted against the Buyer
relating to or arising out of such hedge instruments; including without limitation any losses
resulting from such hedge instruments.




(g) In addition to all the rights and remedies specifically provided herein, the Buyer shall
have all other rights and remedies provided by applicable federal, state, foreign, and local laws,
whether existing at law, in equity or by statute, including, without limitation, all rights and
remedies available to a purchaser/secured party under the Uniform Commercial Code.



Except as otherwise expressly provided in this Agreement, the Buyer shall have the right to
exercise any of its rights and/or remedies without presentment, demand, protest or further notice
of any kind other than as expressly set forth herein, all of which are hereby expressly waived by
each Seller.



The Buyer may enforce its rights and remedies hereunder without prior judicial process or
hearing, and the Sellers hereby expressly waive, to the extent permitted by law, any right Sellers
might otherwise have to require the Buyer to enforce its rights by judicial process. The Sellers
also waive, to the extent permitted by law, any defense Sellers might otherwise have to the
Obligations, arising from use of nonjudicial process, enforcement and sale of all or any portion of
the Purchased Assets and any other Purchased Items or from any other election of remedies. The
Sellers recognize that nonjudicial remedies are consistent with the usages of the trade, are
responsive to commercial necessity and are the result of a bargain at arm’s length.



Each Seller and the Guarantor shall cause all sums received by it with respect to the
Purchased Assets to be deposited with the Custodian (or such other Person as the Buyer may direct)
after receipt thereof. The Sellers shall be liable to the Buyer for the amount of all expenses
(plus interest thereon at a rate equal to the Default Rate), and all costs and expenses incurred
within thirty (30) days of the Event of Default in connection with hedging or covering transactions
related to the Purchased Assets, conduit advances and payments for mortgage insurance.




	21.	 	DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE





No failure on the part of the Buyer to exercise, and no delay in exercising, any right, power
or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by
the Buyer of any right, power or remedy hereunder preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. All rights and remedies of the Buyer provided for
herein are cumulative and in addition to any and all other rights and remedies provided by law, the
Program Documents and the other instruments and agreements contemplated hereby and thereby, and are
not conditional or contingent on any attempt by the Buyer to exercise any of its rights under any
other related document. The Buyer may exercise at any time after the occurrence of an Event of
Default one or more remedies, as they so desire, and may thereafter at any time and from time to
time exercise any other remedy or remedies.




	22.	 	USE OF EMPLOYEE PLAN ASSETS





No assets of an employee benefit plan subject to any provision of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”) shall be used by either party hereto in a
Transaction.




	23.	 	INDEMNITY






(a) The Sellers agree to pay on demand (i) all reasonable out-of-pocket costs and expenses of
the Buyer in connection with the preparation, execution, delivery, modification, administration
and amendment of the Program Documents (including, without limitation, (A) all collateral review
and UCC search and filing fees and expenses and (B) the reasonable fees and expenses of counsel
for the Buyer with respect to advising the Buyer as to its rights and responsibilities, or the
perfection, protection or preservation of rights or interests, under this Agreement, with respect
to negotiations with the Sellers or with other creditors of the Sellers or any of their
Subsidiaries arising out of any Default or any events or circumstances that may give rise to a
Default and with respect to presenting claims in or otherwise participating in or monitoring any
bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any
proceeding ancillary thereto), and (ii) all costs and expenses of the Buyer in connection with the
enforcement of this Agreement (including any waivers), whether in any action, suit or litigation,
any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally
(including, without limitation, the reasonable fees and expenses of counsel for the Buyer) whether
or not the transactions contemplated hereby are consummated.




(b) The Sellers and the Guarantor agree to indemnify and hold harmless the Buyer and each of
its Affiliates and their respective officers, directors, employees, agents and advisors (each, an
“Indemnified Party”) from and against (and will reimburse each Indemnified Party as the
same is incurred) any and all third party claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel and allocated costs of
internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in
each case arising out of or in connection with or by reason of (i) any investigation, litigation
or other proceeding (whether or not such Indemnified Party is a party thereto) relating to,
resulting from or arising out of any of the Program Documents and all other documents related
thereto, any breach of a representation or warranty of the Sellers or the Guarantor or the
Sellers’ or the Guarantor’s officers in this Agreement or any other Program Document, and all
actions taken pursuant thereto, (ii) the Transactions, the actual or proposed use of the proceeds
of the Transactions, this Agreement or any of the transactions contemplated thereby, including,
without limitation, any acquisition or proposed acquisition, or any indemnity payable under the
Servicing Agreement or other servicing arrangement, or (iii) the actual or alleged presence of
hazardous materials on any Property or any environmental action relating in any way to any
Property, except to the extent such claim, damage, loss, liability or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted from such
Indemnified Party’s gross negligence or willful misconduct. The Sellers and the Guarantor agree
not to assert any claim against the Buyer or any of its Affiliates, or any of their respective
officers, directors, employees, attorneys and agents, on any theory of liability, for special,
indirect, consequential or punitive damages arising out of or otherwise relating to the Program
Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any
of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT
CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.




(c) Reserved.




(d) If the Sellers fail to pay when due any costs, expenses or other amounts payable by it
under this Agreement, including, without limitation, reasonable fees and expenses of counsel and
indemnities, such amount may be paid on behalf of the Sellers by the Buyer, in its sole discretion
and the Sellers shall remain liable for any such payments by the Buyer. No such payment by the
Buyer shall be deemed a waiver of any of the Buyer’s rights under the Program Documents.




(e) Without prejudice to the survival of any other agreement of the Sellers hereunder, the
covenants and obligations of the Sellers contained in this Section 23 shall survive the payment in
full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased
Assets by the Buyer against full payment therefor.




	24.	 	WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS





Each Seller hereby expressly waives, to the fullest extent permitted by law, every statute of
limitation on a deficiency judgment, any reduction in the proceeds of any Purchased Assets as a
result of restrictions upon the Buyer or the Custodian contained in the Program Documents or any
other instrument delivered in connection therewith, and any right that it may have to direct the
order in which any of the Purchased Assets shall be disposed of in the event of any disposition
pursuant hereto.




	25.	 	REIMBURSEMENT





All sums reasonably expended by the Buyer in connection with the exercise of any right or
remedy provided for herein shall be and remain the Sellers’ obligation (unless and to the extent
that a Seller is the prevailing party in any dispute, claim or action relating thereto). Each
Seller agrees to pay, with interest at the Default Rate to the extent that an Event of Default has
occurred, the reasonable out-of-pocket expenses and reasonable attorneys’ fees incurred by the
Buyer and/or the Custodian in connection with the preparation, enforcement (including any waivers),
administration and amendment of the Program Documents (regardless of whether a Transaction is
entered into hereunder), the taking of any action, including legal action, required or permitted to
be taken by the Buyer (without duplication to the Buyer) and/or the Custodian pursuant thereto, any
“due diligence” or loan agent reviews conducted by the Buyer or on its behalf or by refinancing or
restructuring in the nature of a “workout.”



If the Buyer determines that, due to the introduction of, any change in, or the compliance by
the Buyer with (i) any eurocurrency reserve requirement, or (ii) the interpretation of any law,
regulation or any guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be an increase in the cost to the Buyer in
engaging in the present or any future Transactions, then the Sellers agree to pay to the Buyer,
from time to time, upon demand by the Buyer and the Sellers’ receipt of an itemized invoice (with a
copy to the Custodian) the actual cost of additional amounts as specified by the Buyer to
compensate the Buyer for such increased costs. Notwithstanding any other provisions in this
Agreement, in the event of any such change in the eurocurrency reserve requirement or the
interpretation of any law, regulation or any guideline or request from any central bank or other
Governmental Authority, the Sellers will have the right to terminate all Transactions then
outstanding as of a date selected by the Sellers, which date shall be prior to the applicable
Repurchase Date and which date shall thereafter for all purposes hereof, be deemed to be the
Repurchase Date. In addition, the Buyer shall promptly notify the Sellers if any events in clause
(i) or (ii) of this second paragraph of Section 25 occur.



In addition to any rights and remedies of the Buyer hereunder and by law, the Buyer shall have
the right, without prior notice to the Sellers, any such notice being expressly waived by the
Sellers to the extent permitted by applicable law, upon any amount becoming due and payable by the
Sellers hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and
appropriate and apply against such amount 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 Affiliate thereof to or for the credit or the account of
the Sellers or any Affiliate thereof. The Buyer agrees promptly to notify Sellers 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.




	26.	 	FURTHER ASSURANCES





The Sellers and the Guarantor agree to do such further acts and things and to execute and
deliver to the Buyer such additional assignments, acknowledgments, agreements, powers and
instruments as are reasonably required by the Buyer to carry into effect the intent and purposes of
this Agreement, to perfect the interests of the Buyer in the Purchased Assets or to better assure
and confirm unto the Buyer its rights, powers and remedies hereunder.




	27.	 	ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION





This Agreement supersedes and integrates all previous negotiations, contracts, agreements and
understandings between the parties relating to a sale and repurchase of Purchased Assets and
Additional Purchased Assets thereto, and it, together with the other Program Documents, and the
other documents delivered pursuant hereto or thereto, contains the entire final agreement of the
parties. No prior negotiation, agreement, understanding or prior contract shall have any validity
hereafter.




	28.	 	TERMINATION





This Agreement shall remain in effect until the Termination Date; provided,
however, that at the request of the Sellers, no earlier than thirty (30) days prior to the
then current Termination Date, the Buyer may in its sole discretion extend the Termination Date for
a period of 364 days by giving written notice of such extension to the Sellers no later than twenty
(20) days, but in no event later than thirty (30) days prior to the then current Termination Date.
However, no such termination shall affect the Sellers’ or the Guarantor’s outstanding obligations
to the Buyer at the time of such termination. The Sellers’ obligations under Section 3(d), Section
13, and Section 23 and any indemnity by the Sellers or the Guarantor to the Buyer pursuant to this
Agreement and the other Program Documents shall survive the termination hereof.




	29.	 	ASSIGNMENT





The Program Documents are not assignable by the Sellers or the Guarantor. The Buyer has the
right at any time, subject to consent of the Seller (which consent shall not be unreasonably
withheld or delayed), to assign all or a portion of its rights and obligations under this Agreement
and the Program Documents; provided, however, that the Buyer shall maintain, for review by the
Seller upon written request, a register of assignees and a copy of an executed assignment and
acceptance by the Buyer and assignee (“Assignment and Acceptance”), specifying the
percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such
assignee shall be a party hereto and to each Program Document to the extent of the percentage or
portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and
obligations of the Buyer hereunder, and (b) the Buyer shall, to the extent that such rights and
obligations have been so assigned by it to either (i) an Affiliate of the Buyer which assumes the
obligations of such Buyer or (ii) to another Person which assumes the obligations of such Buyer, be
released from its obligations hereunder accruing thereafter and under the Program Documents.
Unless otherwise stated in the Assignment and Acceptance, the Sellers shall continue to take
directions solely from the Buyer unless otherwise notified by the Buyer in writing. The Buyer may
distribute to any prospective assignee any document or other information delivered to the Buyer by
the Sellers.



The Buyer may sell participations to one or more Persons in or to all or a portion of its
rights and obligations under this Repurchase Agreement; provided, however, that
notwithstanding any such participation, (i) the Buyer’s obligations under this Repurchase Agreement
shall remain unchanged, (ii) the Buyer shall remain solely responsible to the other parties hereto
for the performance of such obligations; and (iii) the Sellers shall continue to deal solely and
directly with the Buyer in connection with the Buyer’s rights and obligations under this Repurchase
Agreement and the other Program Documents. Notwithstanding the terms of Section 8, each participant
of the Buyer shall be entitled to the additional compensation and other rights and protections
afforded the Buyer under Section 8 to the same extent as the Buyer would have been entitled to
receive them with respect to the participation sold to such participant.



The Buyer may, in connection with any assignment or participation or proposed assignment or
participation pursuant to this Section 29, disclose to the assignee or participant or proposed
assignee or participant, as the case may be, any information relating to the Sellers or any of
their Subsidiaries or to any aspect of the Transactions that has been furnished to the Buyer by or
on behalf of the Sellers or any of their Subsidiaries; provided that such assignee or participant
agrees to hold such information subject to the confidentiality provisions of this Repurchase
Agreement.



In the event the Buyer assigns all or a portion of its rights and obligations under this
Repurchase Agreement, the parties hereto agree to negotiate in good faith an amendment to this
Repurchase Agreement to add agency provisions similar to those included in repurchase agreements
for similar syndicated repurchase facilities.




	30.	 	AMENDMENTS, ETC.





No amendment or waiver of any provision of this Agreement nor any consent to any failure to
comply herewith or therewith shall in any event be effective unless the same shall be in writing
and signed by the Guarantor, the Sellers and the Buyer, and then such amendment, waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.




	31.	 	SEVERABILITY





If any provision of any Program Document is declared invalid by any court of competent
jurisdiction, such invalidity shall not affect any other provision of the Program Documents, and
each Program Document shall be enforced to the fullest extent permitted by law.




	32.	 	BINDING EFFECT; GOVERNING LAW





This Agreement shall be binding and inure to the benefit of the parties hereto and their
respective successors and assigns, except that neither the Guarantor nor the Sellers may assign or
transfer any of their respective rights or obligations under this Agreement or any other Program
Document without the prior written consent of the Buyer. THIS AGREEMENT 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).




	33.	 	WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND VENUE; SERVICE OF PROCESS





EACH SELLER AND THE GUARANTOR HEREBY IRREVOCABLY WAIVE, 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 AGREEMENT, THE PROGRAM DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY. EACH SELLER AND THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT, ON BEHALF
OF ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE PERSONAL JURISDICTION OF ANY COURT OF THE STATE OF
NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ARISING OUT
OF OR RELATING TO THE PROGRAM DOCUMENTS IN ANY ACTION OR PROCEEDING. EACH SELLER AND THE GUARANTOR
HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION SUCH SELLER OR THE GUARANTOR MAY HAVE TO, NON-EXCLUSIVE
PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF
OR RELATING TO THE PROGRAM DOCUMENTS. EACH SELLER AND THE GUARANTOR HEREBY IRREVOCABLY CONSENTS TO
THE SERVICE OF A SUMMONS AND COMPLAINT AND OTHER PROCESS IN ANY ACTION, CLAIM OR PROCEEDING BROUGHT
BY BUYER IN CONNECTION WITH THIS AGREEMENT OR THE OTHER PROGRAM DOCUMENTS, ANY RIGHTS OR
OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS, ON BEHALF
OF ITSELF OR ITS PROPERTY, IN THE MANNER SPECIFIED IN THIS SECTION 33 AND TO EACH SELLER OR THE
GUARANTOR’S ADDRESS SPECIFIED IN SECTION 36 OR SUCH OTHER ADDRESS AS EACH SELLER OR THE GUARANTOR
SHALL HAVE PROVIDED IN WRITING TO BUYER. NOTHING IN THIS SECTION 33 SHALL AFFECT THE RIGHT OF THE
BUYER TO (I) SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, OR (II) BRING ANY
ACTION OR PROCEEDING AGAINST EACH SELLER OR THE GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY
OTHER JURISDICTIONS.




	34.	 	SINGLE AGREEMENT





The Sellers, the Guarantor and the Buyer 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 have been made
in consideration of each other. Accordingly, the Sellers, the Guarantor and the Buyer each agree
(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, and (ii) that payments, deliveries and other transfers made by any 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 Transaction hereunder, and the obligations
to make any such payments, deliveries and other transfers may be applied against each other and
netted.




	35.	 	INTENT





The Sellers and the Buyer recognize that each Transaction is a “repurchase agreement” as that
term is defined in Section 101 of Title 11 of the United States Code, as amended (“USC”)
(except insofar as the Purchased Assets subject to such Transaction or the term of such Transaction
would render such definition inapplicable), a “forward contract” as that term is defined in Section
101 of Title 11 of the USC, and a “securities contract” as that term is defined in Section 741 of
Title 11 of the USC (except insofar as the Purchased Assets subject to such Transaction or the term
of such Transaction would render such definition inapplicable).



It is understood that the Buyer’s right to liquidate the Purchased Assets delivered to it in
connection with the Transactions hereunder or to exercise any other remedies pursuant to Section 20
hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of
Title 11 of the USC.




	36.	 	NOTICES AND OTHER COMMUNICATIONS





Except as provided herein, all notices required or permitted by this Agreement shall be in
writing (including without limitation by Electronic Transmission, email or facsimile) and shall be
effective and deemed delivered only when received by the party to which it is sent;
provided, however, that a facsimile transmission shall be deemed to be received
when transmitted so long as the transmitting machine has provided an electronic confirmation
(without error message) of such transmission and notices being sent by first class mail, postage
prepaid, shall be deemed to be received five (5) Business Days following the mailing thereof. Any
such notice shall be sent to a party at the address or facsimile transmission number set forth
below:



if to the Sellers:


Home123 Corporation


New Century Mortgage Corporation


NC Capital Corporation


New Century Credit Corporation


18400 Von Karman


Irvine, California 92612


Attention: Kevin Dwyer


Telephone: (949) 225-7808


Facsimile: (949) 440-7033



if to the Guarantor:


New Century Financial Corporation


18400 Von Karman


Irvine, California 92612


Attention: Kevin Dwyer


Telephone: (949) 225-7808


Facsimile: (949) 440-7033



if to the Buyer:


Citigroup Global Markets Realty Corp.


390 Greenwich Street, 6th Floor


New York, New York 10013


Attention: Bobbie Theivakumaran


Telephone: (212) 723-6753


Facsimile: (212) 723-8604



or to such other address or facsimile number as either party may notify to the other in writing
from time to time.




	37.	 	CONFIDENTIALITY





The Program Documents and their respective terms, provisions, supplements and amendments, and
transactions and notices hereunder, and any other written information provided by one party to the
other and marked “Confidential,” are proprietary to the Buyer and the Sellers and shall be held by
each party hereto (and the Sellers shall cause the Servicer to hold it) in strict confidence and
shall not be disclosed to any third party without the consent of the other parties hereto except
for (i) disclosure to such other parties’ direct and indirect parent companies, directors,
attorneys, agents or accountants, provided that such attorneys or accountants likewise agree to be
bound by this covenant of confidentiality, or are otherwise subject to confidentiality restrictions
or (ii) disclosure required by law, rule, regulation or order of a court or other regulatory body
or (iii) disclosure to any approved hedge counterparty to the extent necessary to obtain any Hedge
Instrument hereunder or (iv) any disclosures or filings required under Securities and Exchange
Commission (“SEC”) or state securities’ laws; provided that in the case of (ii),
(iii) and (iv), each party hereto shall take reasonable actions to provide to the other parties
hereto with prior written notice; provided further that in the case of (iv), none
of the parties hereto shall file any of the Program Documents other than the Agreement with the SEC
or state securities office unless such party shall have provided at least thirty (30) days (or such
lesser time as may be demanded by the SEC or state securities office) prior written notice of such
filing to the other parties hereto. Notwithstanding anything herein to the contrary, each party
(and each employee, representative, or other agent of each party) may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax structure of the transaction and
all materials of any kind (including opinions or other tax analyses) that are provided to it
relating to such tax treatment and tax structure. For this purpose, tax treatment and tax
structure shall not include (i) the identity of any existing or future party (or any Affiliate of
such party) to this Agreement or (ii) any specific pricing information or other commercial terms,
including the amount of any fees, expenses, rates or payments arising in connection with the
transactions contemplated by this Agreement. The Buyer acknowledges that this Agreement will be
filed with the Securities and Exchange Commission.




	38.	 	DUE DILIGENCE





Each of the Sellers, the Guarantor and the Servicer agrees to promptly provide the Buyer and
its agents with access to, copies of and extracts from any and all documents, books, records,
agreements, instruments or information (including, without limitation, any of the foregoing in
computer data banks and computer software systems) relating to its financial condition, the
performance of its obligations under the Program Documents, the documents contained in the
Servicing File or the Purchased Assets in the possession, or under the control, of the Servicer,
the Guarantor or the Sellers. In addition, the Buyer has the right to perform continuing due
diligence reviews of (x) the Sellers, the Guarantor, the Servicer, and their respective directors
and officers, including, without limitation, the Sellers’, the Servicer’s and the Guarantor’s
respective financial condition and performance of the Sellers’, the Guarantor’s and the Servicer’s
obligations under the Program Documents, and (y) the Servicing File and the Purchased Assets. The
Sellers and the Guarantor shall also make available to the Buyer a knowledgeable financial or
accounting officer for the purpose of answering questions respecting the Purchased Assets. Without
limiting the generality of the foregoing, the Sellers acknowledge that the Buyer shall enter into
transactions with the Sellers based solely upon the information provided by the Sellers to the
Buyer 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 Purchased Assets, including, without limitation, ordering new credit reports, new
appraisals on the related Mortgaged Properties and otherwise re-generating the information used to
originate such Purchased Assets. The Servicer, the Guarantor and the Sellers shall pay the Buyer’s
out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence
hereunder; provided that in no event shall the Servicer, the Guarantor and the Sellers be obligated
to pay any such costs and expenses in excess of $50,000 per year. The Servicer, the Guarantor and
the Sellers shall pay the Buyer’s due diligence expenses.




	39.	 	JOINT AND SEVERAL LIABILITY





Each Seller hereby acknowledges and agrees that the Sellers are jointly and severally liable
to the Buyer for all representations, warranties, covenants, obligations and liabilities of any
Seller hereunder. Each Seller hereby further acknowledges and agrees that any Default, Event of
Default or breach of a representation, warranty or covenant by any Seller under this Agreement is
hereby considered a Default, Event of Default or breach by each Seller, as applicable. Each Seller
hereby waives any defense to their obligations under this Agreement based upon or arising out of
the disability or other defense or cessation of liability of one Seller versus another. A Seller’s
subrogation claim arising out of payments to the Buyer shall constitute a capital investment in
another Seller subordinated to any claims of the Buyer and equal to a ratable share of the equity
interests in such Seller.



[SIGNATURE PAGE FOLLOWS]




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IN WITNESS WHEREOF, the Sellers, the Buyer and the Guarantor have caused their names to
be signed to this Master Repurchase Agreement by their respective officers thereunto duly
authorized as of the date first above written.



NEW CENTURY MORTGAGE


CORPORATION, as a Seller



By: /s/ Karl Weiss     

Name: Karl Weiss

Title: SVP, Secondary Marketing





NC CAPITAL CORPORATION, as a Seller



By: /s/ Karl Weiss     

Name: Karl Weiss

Title: SVP, Secondary Marketing





NEW CENTURY CREDIT

CORPORATION, as a Seller



By: /s/ Karl Weiss     

Name: Karl Weiss

Title: SVP, Secondary Marketing





HOME123 CORPORATION, as a Seller



By: /s/ Karl Weiss     

Name: Karl Weiss

Title: SVP, Secondary Marketing





NEW CENTURY FINANCIAL CORPORATION, as the Guarantor



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



CITIGROUP GLOBAL MARKETS


REALTY CORP., as the Buyer



By: /s/ Bobbie Theivakumaran     

Name: Bobbie Theivakumaran

Title: Authorized Agent




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