##### 



Exhibit 10.9




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##### 



ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
    
    
    1Section 1.1 Definitions
    
    
    1Section 1.2 Compliance Certificate and Opinions
    
    
    11Section 1.3 Forms of Documents Delivered to Trustee
    
    
    11Section 1.4 Acts of Holders
    
    
    12Section 1.5 Notices, Etc. to Trustee and Company
    
    
    14Section 1.6 Notice to Holders; Waiver
    
    
    14Section 1.7 Effect of Headings and Table of Contents
    
    
    14Section 1.8 Successors and Assigns
    
    
    15Section 1.9 Separability
    
    
    15Section 1.10 Benefits of Indenture
    
    
    15Section 1.11 Governing Law
    
    
    15Section 1.12 Submission to Jurisdiction
    
    
    15Section 1.13 Non-Business Days
    
    
    15Section 1.14 Counterparts
    
    
    16ARTICLE II SECURITY FORMS
    
    
    16Section 2.1 Form of Security
    
    
    16Section 2.2 Restrictive Legend
    
    
    21Section 2.3 Form of Trustees Certificate of Authentication
    
    
    23Section 2.4 Temporary Securities
    
    
    23Section 2.5 Definitive Securities
    
    
    24ARTICLE III THE SECURITIES
    
    
    24Section 3.1 Payment of Principal and Interest
    
    
    24Section 3.2 Denominations
    
    
    26Section 3.3 Execution, Authentication, Delivery and Dating
    
    
    26Section 3.4 Global Securities
    
    
    27Section 3.5 Registration, Transfer and Exchange Generally
    
    
    29Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities
    
    
    31Section 3.7 Persons Deemed Owners
    
    
    31Section 3.8 Cancellation
    
    
    32Section 3.9 Agreed Tax Treatment
    
    
    32




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##### 



PageSection 3.10 CUSIP Numbers
    
    
    32ARTICLE IV SATISFACTION AND DISCHARGE
    
    
    32Section 4.1 Satisfaction and Discharge of Indenture
    
    
    32Section 4.2 Application of Trust Money
    
    
    34ARTICLE V REMEDIES
    
    
    34Section 5.1 Events of Default
    
    
    34Section 5.2 Acceleration of Maturity; Rescission and Annulment
    
    
    35Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    36Section 5.4 Trustee May File Proofs of Claim
    
    
    37Section 5.5 Trustee May Enforce Claim Without Possession of Securities
    
    
    37Section 5.6 Application of Money Collected
    
    
    37Section 5.7 Limitation on Suits
    
    
    38Section 5.8 Unconditional Right of Holders to Receive Principal, Premium, if
any, and Interest; Direct Action by Holders of Preferred Securities
    
    
    38Section 5.9 Restoration of Rights and Remedies
    
    
    39Section 5.10 Rights and Remedies Cumulative
    
    
    39Section 5.11 Delay or Omission Not Waiver
    
    
    39Section 5.12 Control by Holders
    
    
    39Section 5.13 Waiver of Past Defaults
    
    
    40Section 5.14 Undertaking for Costs
    
    
    40Section 5.15 Waiver of Usury, Stay or Extension Laws
    
    
    41ARTICLE VI THE TRUSTEE
    
    
    41Section 6.1 Corporate Trustee Required
    
    
    41Section 6.2 Certain Duties and Responsibilities
    
    
    41Section 6.3 Notice of Defaults
    
    
    43Section 6.4 Certain Rights of Trustee
    
    
    43Section 6.5 May Hold Securities
    
    
    45Section 6.6 Compensation; Reimbursement; Indemnity
    
    
    45Section 6.7 Resignation and Removal; Appointment of Successor
    
    
    46Section 6.8
Acceptance of Appointment by Successor
    
    
    47
 ii




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##### 



PageSection 6.9 Merger, Conversion, Consolidation or Succession to Business
    
    
    48Section 6.10 Not Responsible for Recitals or Issuance of Securities
    
    
    48Section 6.11 Appointment of Authenticating Agent
    
    
    48ARTICLE VII HOLDERS LISTS AND REPORTS BY COMPANY
    
    
    50Section 7.1 Company to Furnish Trustee Names and Addresses of Holders
    
    
    50Section 7.2 Preservation of Information, Communications to Holders
    
    
    50Section 7.3 Reports by Company
    
    
    50ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
    
    
    51Section 8.1 Company May Consolidate, Etc., Only on Certain Terms
    
    
    51Section 8.2 Successor Company Substituted
    
    
    52ARTICLE IX SUPPLEMENTAL INDENTURES
    
    
    53Section 9.1 Supplemental Indentures without Consent of Holders
    
    
    53Section 9.2 Supplemental Indentures with Consent of Holders
    
    
    53Section 9.3 Execution of Supplemental Indentures
    
    
    54Section 9.4 Effect of Supplemental Indentures
    
    
    55Section 9.5 Reference in Securities to Supplemental Indentures
    
    
    55ARTICLE X COVENANTS
    
    
    55Section 10.1 Payment of Principal, Premium, if any, and Interest
    
    
    55Section 10.2 Money for Security Payments to be Held in Trust
    
    
    55Section 10.3 Statement as to Compliance
    
    
    56Section 10.4 Calculation Agent
    
    
    56Section 10.5 Additional Tax Sums
    
    
    57Section 10.6 Additional Covenants
    
    
    58Section 10.7 Waiver of Covenants
    
    
    59Section 10.8 Treatment of Securities
    
    
    59ARTICLE XI REDEMPTION OF SECURITIES
    
    
    60Section 11.1 Optional Redemption and Mandatory Redemption
    
    
    60Section 11.2 Special Event Redemption
    
    
    60Section 11.3 Election to Redeem; Notice to Trustee
    
    
    60Section 11.4 Selection of Securities to be Redeemed
    
    
    61
 iii




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##### 



PageSection 11.5 Notice of Redemption
    
    
    61Section 11.6 Deposit of Redemption Price
    
    
    62Section 11.7 Payment of Securities Called for Redemption
    
    
    62ARTICLE XII SUBORDINATION OF SECURITIES
    
    
    63Section 12.1 Securities Subordinate to Senior Debt
    
    
    63Section 12.2 No Payment When Senior Debt in Default; Payment Over of
Proceeds Upon Dissolution, Etc
    
    
    63Section 12.3 Payment Permitted if No Default
    
    
    64Section 12.4 Subrogation to Rights of Holders of Senior Debt
    
    
    65Section 12.5 Provisions Solely to Define Relative Rights
    
    
    65Section 12.6 Trustee to Effectuate Subordination
    
    
    65Section 12.7 No Waiver of Subordination Provisions
    
    
    66Section 12.8 Notice to Trustee
    
    
    66Section 12.9 Reliance on Judicial Order or Certificate of Liquidating Agent
    
    
    67Section 12.10 Trustee Not Fiduciary for Holders of Senior Debt
    
    
    67Section 12.11 Rights of Trustee as Holder of Senior Debt; Preservation of
Trustees Rights
    
    
    67Section 12.12 Article Applicable to Paying Agents
    
    
    67ARTICLE XIII DEFEASANCE
    
    
    68Section 13.1 Defeasance and Discharge
    
    
    68Section 13.2 Conditions to Defeasance
    
    
    68Section 13.3 Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions
    
    
    69Section 13.4 Reinstatement
    
    
    69
 SCHEDULE AND EXHIBITSchedule A
    
    
    
    Determination of LIBORExhibit A
    
    
    
    Form of Officers Financial CertificateExhibit B
    
    
    
    Form of Officers Certificate pursuant to Section 10.3
 iv




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##### 



Section 1.1 Indenture Company WELLS FARGO BANK, N.A. Trustee
  Securities Trust Preferred Securities Common Securities Trust Securities
      Definitions
  Article I Article I




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##### 



vice versa
  Act Section
1.4(a)
 Additional Interest
 Additional Tax Sums Section 10.5
 Additional Taxes
 Administrative Trustee
 Affiliate control controlling controlled
 Applicable Depositary Procedures
 Authenticating Agent Section 6.11
 Board of Directors
 2




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##### 



Board Resolution
 Business Day
 Calculation Agent Section 10.4(a)
 Change of Control provided Transaction
 Change of Control Election Section 10.6(c)
 Change of Control Event Section 10.6(c)
 Change of Control Event Notice Section 10.6(c)
 Change of Control Notice Section 10.6(c)
 Code
 Commission Section 7.3(c)
 Common Securities
 3




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##### 



Company
 Company Request Company Order
 Corporate Trust Office
 Debt
 Defaulted Interest Section 3.1(c)
 Defeasance Section 13.1
 Defeasance Maturity Date Section 13.2
 Delaware Trustee
 Depositary
 4




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Depositary Participant
 Distributions
 Dollar $
 DTC
 EDGAR Section 7.3(c)
 Electing Securities
 Equity Interests
 ERISA
 Event of Default Section 5.1
 Exchange Act
 Expiration Date Section 1.4(h)
 Fixed Rate Period Section 2.1
 GAAP
 Global Security
 Government Obligation
 5




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##### 



provided
 Holder
 Indenture
 Interest Payment Date
 Investment Company Act
 Investment Company Event
 LIBOR Schedule A
 LIBOR Business Day Schedule A
 LIBOR Determination Date Schedule A
 Liquidation Amount
 Mandatory Redemption Price Section 11.1(b)
 Maturity
 Notice of Default Section
5.1(c)
 6




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##### 



Officers Certificate
 Opinion of Counsel
 Optional Redemption Price Section 11.1
 Original Issue Date
 Outstanding
  provided
  provided
 7




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##### 



Paying Agent
 Person
 Place of Payment
 Predecessor Security Section 3.6
 Preferred Securities
 Proceeding Section 12.2(b)
 Property Trustee
 Purchase Agreement
 Rating Agencies
 Ratings Downgrade Section 10.6(c)
 Redemption Date
 Redemption Price
 8




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##### 



Reference Banks Schedule A
 Regular Record Date
 Responsible Officer
 Rights Plan
 Securities Security
 Securities Act
 Securities Register Securities Registrar Section 3.5(a)
 Senior Debt provided financing entity
 Special Event
 Special Record Date Section 3.1(c)
 9




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##### 



Special Redemption Price Section 11.2
 Stated Maturity
 Subsidiary voting stock
 Tax Event Administrative Action de minimis
 Trust
 Trust Agreement
 Trustee
 Trust Indenture Act
 Trust Securities
 10




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##### 



Compliance Certificate and Opinions
  Section
10.3
     Forms of Documents Delivered to Trustee
   11




---



##### 



Acts of Holders
 Act Section 1.4
    12




---



##### 



Section 1.4 provided Section 1.6
 Section
5.2 Section 5.7(b) Section 5.12 provided Section 1.6
 Section
1.4 Expiration
Date
 13




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##### 



provided Section 1.6 Section
1.4
 Notices, Etc. to Trustee and Company
    Notice to Holders; Waiver
  Effect of Headings and Table of Contents
  14




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Successors and Assigns
 Article VIII
 Separability
  Benefits of Indenture
 Sections 5.2 5.8 5.9 5.11 5.13 9.2 10.7
 Governing Law
 This Indenture and the rights and obligations of each of the Holders, the Company and the
Trustee shall be construed and enforced in accordance with and governed by the laws of the State of
New York without reference to its conflict of laws provisions (other than Section 5-1401 of the
General Obligations Law).
 Submission to Jurisdiction
  Non-Business Days
  15




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Counterparts
    Form of Security
  NEW CENTURY FINANCIAL CORPORATION
  No.
    
    $
 Company PRINCIPAL AMOUNT  [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT: Fixed Rate Period
 16




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##### 



provided
  pari passu
 17




---



##### 



pari passu
     Securities Indenture Trustee
 18




---



##### 



Trust Agreement Trust
      19




---



##### 



20




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##### 



This Security shall be construed and enforced in accordance with and governed by the laws of
the State of New York without reference to its conflict of laws provisions (other than Section
5-1401 of the General Obligations Law).
 ___ ___ ___
 NEW CENTURY FINANCIAL CORPORATIONBy:Name:Title: Restrictive Legend
  [IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY ( DTC ) OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER
THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
 SECURITIES
ACT
 21




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##### 



ERISA CODE PLAN
 22




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##### 



Form of Trustees Certificate of Authentication
    WELLS FARGO BANK, N.A., not in its individual
capacity, but solely as TrusteeBy:Name:Title: Temporary Securities
   23




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##### 



Definitive Securities
    Payment of Principal and Interest
   Defaulted
Interest
 24




---



##### 



Special Record Date
    25




---



##### 



Article II
 Section 3.1
 Denominations
  Execution, Authentication, Delivery and Dating
   26




---



##### 



Section 3.8
  Global Securities
   27




---



##### 



Section 3.4(b)
 Article III
   28




---



##### 



Registration, Transfer and Exchange Generally
 Securities Register Securities Registrar Article VI
 Section 2.2(b)
 29




---



##### 



Section 3.5 Article XI
   provided Section 3.5
 30




---



##### 



Mutilated, Destroyed, Lost and Stolen Securities
  bona fide
  Section 3.6
 Section 3.6
 Section 3.6
 Persons Deemed Owners
  31




---



##### 



Cancellation
 Section
3.8
 Agreed Tax Treatment
  CUSIP Numbers
 provided
   Satisfaction and Discharge of Indenture
 Section 4.1
 32




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##### 



Section 3.6 Section 10.2
        Section 6.6 Section 6.11 Section 4.1 Section
4.2 Section 10.2(e)
 33




---



##### 



Application of Trust Money
 Section 10.2(e) Section 4.1 Section 3.1 Section 4.2 Article XII
   Events of Default
 Event of Default
   Section 7.3(b) Notice of Default
  34




---



##### 



Acceleration of Maturity; Rescission and Annulment
 provided
 Article V
    35




---



##### 



Section 5.13
 provided Section 5.2
 Collection of Indebtedness and Suits for Enforcement by Trustee
    Section 6.6
   36




---



##### 



Trustee May File Proofs of Claim
 Section 6.6
 Trustee May Enforce Claim Without Possession of Securities
 Article XII Section 6.6
 Application of Money Collected
 Article V
 Section 6.6
 Article XII
 Article XII
 37




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##### 



Limitation on Suits
 Section 5.8
       Unconditional Right of Holders to Receive Principal, Premium, if any, and
Interest; Direct Action by Holders of Preferred Securities
 Section 5.1(a) Section 5.1(b)
 38




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##### 



Restoration of Rights and Remedies
  Rights and Remedies Cumulative
 Section 3.6(f)
 Delay or Omission Not Waiver
 Article V Section
5.8
 Control by Holders
 provided
   Section 6.2
 39




---



##### 



Waiver of Past Defaults
   Article IX
   Undertaking for Costs
 provided however Section 5.14
 40




---



##### 



Waiver of Usury, Stay or Extension Laws
    Corporate Trustee Required
 Section
6.1 Section 6.1 Article VI
 Certain Duties and Responsibilities
   provided
  41




---



##### 



Section 6.2
       42




---



##### 



Section 1.10
 Notice of Defaults
 provided provided further Section 5.1(c) Section 6.3 default
 Certain Rights of Trustee
 Section 6.2
   43




---



##### 



provided
       44




---



##### 



Section 5.1
   Article VI
 May Hold Securities
  Compensation; Reimbursement; Indemnity
   45




---



##### 



Section 6.6(a)
 Section 6.6
 Section 6.6
   Resignation and Removal; Appointment of Successor
 Article VI Section 6.8
  46




---



##### 



Section 6.8 Section 6.8 Section 6.8 bona fide
 Section 1.6
 Acceptance of Appointment by Successor
 provided
 Section 6.8
 47




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##### 



Article VI
 Merger, Conversion, Consolidation or Succession to Business
 provided Article
VI Section 6.9
 Not Responsible for Recitals or Issuance of Securities
  Appointment of Authenticating Agent
 Section 3.6 Section
6.11
 48




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##### 



Section 6.11 Section 6.11
 provided Section
6.11
 Section 6.11 Section 6.11
 Section 6.11
 Section
6.11
   WELLS FARGO BANK, N.A., not in its individual capacity, but solely as TrusteeBy:Authenticating AgentBy:Authorized Signatory 49




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##### 



Company to Furnish Trustee Names and Addresses of Holders
     Preservation of Information, Communications to Holders
 Section 7.1 Section 7.1
   Reports by Company
 Section 7.3(b)
  50




---



##### 



Exhibit A provided however Section 7.3(b)
 Commission EDGAR Section 7.3(c) Section
7.3(c)
   Company May Consolidate, Etc., Only on Certain Terms
   51




---



##### 



Article VIII Section 8.1
 Successor Company Substituted
 Section 8.1 Section 8.1(a)
   52




---



##### 



Supplemental Indentures without Consent of Holders
    provided
  provided
 provided
 Supplemental Indentures with Consent of Holders
 provided
 53




---



##### 



Section 9.2 Section 5.13 Section 10.7
 provided further Section 9.2 provided further
 Section 9.2
 Execution of Supplemental Indentures
 Article IX
 54




---



##### 



Effect of Supplemental Indentures
 Article IX
 Reference in Securities to Supplemental Indentures
 Article IX
   Payment of Principal, Premium, if any, and Interest
  Money for Security Payments to be Held in Trust
   Section 10.2
 55




---



##### 



provided
 Statement as to Compliance
 Exhibit B Section 10.3
 Calculation Agent
  56




---



##### 



Schedule A Calculation
Agent -
 Schedule A Business
Day
 Additional Tax Sums
 Section 1.1 Additional Tax Sums Section 10.5 Section 10.5
 57




---



##### 



Additional Covenants
 Section 5.1(a) (b) pari passu pari passu
 provided
 58




---



##### 



Change of Control Notice Change of
Control Event Notice Section 10.6(c) Change of Control Election Article XIII Section 11.1(b)
 Waiver of Covenants
 Section 10.6
 Treatment of Securities
  59




---



##### 



Optional Redemption and Mandatory Redemption
 Optional Redemption Price
 Mandatory
Redemption Price
 Special Event Redemption
 Special
Redemption Price
 Election to Redeem; Notice to Trustee
 Section 11.5
 60




---



##### 



Selection of Securities to be Redeemed
 pro rata provided
  Section 11.4
 Notice of Redemption
       61




---



##### 



Deposit of Redemption Price
 Section 11.5 Section 10.2
 Payment of Securities Called for Redemption
 Section 11.5
   62




---



##### 



Securities Subordinate to Senior Debt
 Article XII
 No Payment When Senior Debt in Default; Payment Over of Proceeds Upon
Dissolution, Etc.
  Section 5.1 Proceeding
  63




---



##### 



Section 12.2
  Payment Permitted if No Default
 Article XII Section 12.2 Section
12.2 Section 12.8 Article XII Section 12.8
 64




---



##### 



Subrogation to Rights of Holders of Senior Debt
 Article XII Article XII Article XII
 Provisions Solely to Define Relative Rights
 Article XII Article XII Article XII
 Trustee to Effectuate Subordination
 Article XII
 65




---



##### 



No Waiver of Subordination Provisions
  Section 12.7 Article
XII
 Notice to Trustee
 Article XII provided Section 12.8
  66




---



##### 



Article XII Article XII
 Reliance on Judicial Order or Certificate of Liquidating Agent
 Article
XII Article XII
 Trustee Not Fiduciary for Holders of Senior Debt
 Article XII
 Rights of Trustee as Holder of Senior Debt; Preservation of Trustees
Rights
 Article XII Article XII Article
XII Section
6.6
 Article Applicable to Paying Agents
 Trustee Article
XII
 67




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##### 



Article XII provided Sections 12.8 12.11
   Defeasance and Discharge
 Section 10.6(c) Section 13.1 Section 13.2 Section 13.1 Section 13.2 Defeasance Section 13.2 Section 13.2 2.4 3.5 3.6 10.2 Section 10.5 Article XIII
 Conditions to Defeasance
 Section 13.1
 Section
6.1 Article XIII
 68




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##### 



Defeasance Maturity
Date
    Deposited Money and U.S. Government Obligations to be Held in Trust; Other
Miscellaneous Provisions
 Section 10.2(e) Section 13.3 Section 13.4 Trustee Section 13.2
 Section 13.2
 Article XIII Section 13.2
 Reinstatement
  69




---



##### 



Article XIII Section 13.3 Article XIII
 Signature page follows
 70




---



##### 



NEW CENTURY FINANCIAL CORPORATIONBy:
    /s/ Brad A. MorriceName:
    Brad A. MorriceTitle:
    Vice Chairman, President and Chief Executive
OfficerWELLS FARGO BANK, N.A., as TrusteeBy:
    /s/ Tracy M. McLambName:
    Tracy M. McLambTitle:
    Vice President 71