##### 



Exhibit 10.7




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TABLE OF CONTENTS
 PageARTICLE I            DEFINED TERMS
    
    
    1Section 1.1.
    
    Definitions
    
    
    1ARTICLE II            THE TRUST
    
    
    12Section 2.1.
    
    Name
    
    
    12Section 2.2.
    
    Office of the Delaware Trustee; Office of the Trust
    
    
    12Section 2.3.
    
    Initial Contribution of Trust Property; Fees, Costs and Expenses
    
    
    12Section 2.4.
    
    Purposes of Trust
    
    
    12Section 2.5.
    
    Authorization to Enter into Certain Transactions
    
    
    13Section 2.6.
    
    Assets of Trust
    
    
    16Section 2.7.
    
    Title to Trust Property
    
    
    16ARTICLE III            PAYMENT ACCOUNT; PAYING AGENTS
    
    
    16Section 3.1.
    
    Payment Account
    
    
    16Section 3.2.
    
    Appointment of Paying Agents
    
    
    16ARTICLE IV            DISTRIBUTIONS; REDEMPTION
    
    
    17Section 4.1.
    
    Distributions
    
    
    17Section 4.2.
    
    Redemption
    
    
    18Section 4.3.
    
    Subordination of Common Securities
    
    
    21Section 4.4.
    
    Payment Procedures
    
    
    22Section 4.5.
    
    Withholding Tax
    
    
    22Section 4.6.
    
    Tax Returns and Other Reports
    
    
    22Section 4.7.
    
    Payment of Taxes, Duties, Etc. of the Trust
    
    
    23Section 4.8.
    
    Payments under Indenture or Pursuant to Direct Actions
    
    
    23Section 4.9.
    
    Exchanges
    
    
    23Section 4.10.
    
    Calculation Agent
    
    
    24Section 4.11.
    
    Certain Accounting Matters
    
    
    24ARTICLE V            SECURITIES
    
    
    25Section 5.1.
    
    Initial Ownership
    
    
    25Section 5.2.
    
    Authorized Trust Securities
    
    
    25
 i




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PageSection 5.3.
    
    Issuance of the Common Securities; Subscription and Purchase of Notes
    
    
    26Section 5.4.
    
    The Securities Certificates
    
    
    26Section 5.5.
    
    Rights of Holders
    
    
    27Section 5.6.
    
    Book-Entry Preferred Securities
    
    
    27Section 5.7.
    
    Registration of Transfer and Exchange of Preferred Securities Certificates
    
    
    29Section 5.8.
    
    Mutilated, Destroyed, Lost or Stolen Securities Certificates
    
    
    30Section 5.9.
    
    Persons Deemed Holders
    
    
    31Section 5.10.
    
    Cancellation
    
    
    31Section 5.11.
    
    Ownership of Common Securities by Depositor
    
    
    32Section 5.12.
    
    Restrictive Legends
    
    
    32Section 5.13.
    
    Form of Certificate of Authentication
    
    
    35ARTICLE VI            MEETINGS; VOTING; ACTS OF HOLDERS
    
    
    35Section 6.1.
    
    Notice of Meetings
    
    
    35Section 6.2.
    
    Meetings of Holders of the Preferred Securities
    
    
    35Section 6.3.
    
    Voting Rights
    
    
    36Section 6.4.
    
    Proxies, Etc.
    
    
    36Section 6.5.
    
    Holder Action by Written Consent
    
    
    36Section 6.6.
    
    Record Date for Voting and Other Purposes
    
    
    36Section 6.7.
    
    Acts of Holders
    
    
    38Section 6.8.
    
    Inspection of Records
    
    
    38Section 6.9.
    
    Limitations on Voting Rights
    
    
    38Section 6.10.
    
    Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults
    
    
    39ARTICLE VII            REPRESENTATIONS AND WARRANTIES
    
    
    41Section 7.1.
    
    Representations and Warranties of the Property Trustee and the Delaware Trustee
    
    
    41Section 7.2.
    
    Representations and Warranties of Depositor
    
    
    42ARTICLE VIII            THE TRUSTEES
    
    
    44Section 8.1.
    
    Number of Trustees
    
    
    44Section 8.2.
    
    Property Trustee Required
    
    
    44Section 8.3.
    
    Delaware Trustee Required
    
    
    44
 ii




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PageSection 8.4.
    
    Appointment of Administrative Trustees
    
    
    45Section 8.5.
    
    Duties and Responsibilities of the Trustees
    
    
    45Section 8.6.
    
    Notices of Defaults and Extensions
    
    
    46Section 8.7.
    
    Certain Rights of Property Trustee
    
    
    47Section 8.8.
    
    Delegation of Power
    
    
    49Section 8.9.
    
    May Hold Securities
    
    
    50Section 8.10.
    
    Compensation; Reimbursement; Indemnity
    
    
    50Section 8.11.
    
    Resignation and Removal; Appointment of Successor
    
    
    51Section 8.12.
    
    Acceptance of Appointment by Successor
    
    
    52Section 8.13.
    
    Merger, Conversion, Consolidation or Succession to Business
    
    
    52Section 8.14.
    
    Not Responsible for Recitals or Issuance of Securities
    
    
    53Section 8.15.
    
    Property Trustee May File Proofs of Claim
    
    
    53Section 8.16.
    
    Reports to the Property Trustee and Holders
    
    
    54ARTICLE IX            TERMINATION, LIQUIDATION AND MERGER
    
    
    56Section 9.1.
    
    Dissolution Upon Expiration Date
    
    
    55Section 9.2.
    
    Early Termination
    
    
    55Section 9.3.
    
    Termination
    
    
    55Section 9.4.
    
    Liquidation
    
    
    55Section 9.5.
    
    Mergers, Consolidations, Amalgamations or Replacements of Trust
    
    
    57ARTICLE X            MISCELLANEOUS PROVISIONS
    
    
    58Section 10.1.
    
    Limitation of Rights of Holders
    
    
    58Section 10.2.
    
    Agreed Tax Treatment of Trust and Trust Securities
    
    
    59Section 10.3.
    
    Amendment
    
    
    59Section 10.4.
    
    Separability
    
    
    61Section 10.5 .
    
    Governing Law
    
    
    61Section 10.6.
    
    Successors
    
    
    62Section 10.7.
    
    Headings
    
    
    62Section 10.8.
    
    Reports, Notices and Demands
    
    
    62Section 10.9.
    
    Agreement Not to Petition
    
    
    63Section 10.10.
    
    Counterparts
    
    
    63
 iii




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Exhibit A
    
    Form of Certificate of Trust of New Century Capital Trust IExhibit B
    
    Form of Common Securities CertificateExhibit C
    
    Form of Preferred Securities CertificateExhibit D
    
    Junior Subordinated IndentureExhibit E
    
    Form of Transferee Certificate to be Executed by TransfereesExhibit F
    
    Form of Officers Certificate
Pursuant to Section 8.16(a)Exhibit G
    
    Form of Officers Financial CertificateSchedule A
    
    Determination of LIBOR
 iv




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Section 1. Trust Agreement Depositor Property Trustee Delaware
Trustee Administrative
Trustee Administrative Trustees Trustees
  Original Trust Agreement Exhibit A Certificate of Trust
     Definitions
  Article I Article I




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vice versa
  Act Section
6.7
 Additional Interest
 Additional Interest Amount
 Additional Tax Sums
 Additional Taxes
 Administrative Trustee Administrative Trustee
 Affiliate control controlling controlled
 Applicable Depositary Procedures
 Bankruptcy Event
 2




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Bankruptcy Laws
 Book-Entry Preferred Security
 Business Day
 Calculation Agent Section 4.10
 Certificate of Trust
 Change of Control Election
 Closing Date
 Code
 Commission
 3




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Common Securities Certificate Exhibit B
 Common Securities Subscription Agreement
 Common Security
 Corporate Trust Office ,
 Definitive Preferred Securities Certificates
 Delaware Statutory Trust Act et seq.
 Delaware Trustee
 Depositary
 Depositary Participant
 Depositor
 Depositor Affiliate Section 4.9(a)
 Distribution Date Section 4.1(a)(i)
 Distributions Section 4.1
 DTC
 4




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Early Termination Event Section 9.2
 EDGAR Section 4.11(c)
 Equity Interests
 ERISA
 Event of Default
    Notice of Default
  Exchange Act
 Expiration Date Section 9.1
 Fiscal Year
 5




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Fixed Rate Period
 Global Preferred Security
 Holder
 Indemnified Person Section 8.10(c)
 Indenture Exhibit D
 Indenture Redemption Price
 Interest Payment Date
 Investment Company Act
 Investment Company Event
 Junior Subordinated Note Purchase Agreement
 LIBOR Schedule A
 LIBOR Business Day Schedule A
 LIBOR Determination Date Schedule A
 Lien
 Like Amount
 6




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Liquidation Amount
 Liquidation Date Section 9.4(a)
 Liquidation Distribution Section 9.4(d)
 Mandatory Note Redemption Price
 Mandatory Redemption Price
 Majority in Liquidation Amount
 Note Event of Default Event of Default
 Note Redemption Date
 Note Trustee
 Notes
 Notice of Default Section 1.1
 Officers Certificate
 7




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Section 8.16
     Operative Documents
 Opinion of Counsel
 Optional Note Redemption Price
 Optional Redemption Price
 Original Issue Date
 Original Trust Agreement
 Outstanding
 8




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provided
  provided
 Owner
 Paying Agent
 Payment Account Sections 3.1 4.1 4.2
 Person
 9




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Preferred Securities Certificate Exhibit C
 Preferred Security
 Property Trustee
 Purchase Agreement
 QIB
 QIB/QP
 QP
 Redemption Date provided
 Redemption Price
 Reference Banks Schedule A
 Responsible Officer
 10




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Securities Act
 Securities Certificate
 Securities Register Securities Registrar Section 5.7(a)
 Special Note Redemption Price
 Special Redemption Price
 Successor Securities Section 9.5(a)
 Tax Event
 Trust
 Trust Agreement Exhibit D
 Trust Indenture Act
 Trustees
 Trust Property
 Trust Security
 11




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Name
  Office of the Delaware Trustee; Office of the Trust
  Initial Contribution of Trust Property; Fees, Costs and Expenses
  Purposes of Trust
   12




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Authorization to Enter into Certain Transactions
        13




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Section 6.10(a)
           14




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Section 2.5
  15




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Assets of Trust
  Title to Trust Property
     Payment Account
   Appointment of Paying Agents
  16




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Article VIII
   Distributions
  Section 4.1(a)(i) Distribution Date
 Schedule A
 17




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Redemption
  18




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Section 4.2(d)
     19




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Section 4.1
 Section 4.3(a) pro rata pro rata provided provided , further
 20




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provided
 Subordination of Common Securities
 pro rata provided
  21




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Payment Procedures
  Withholding Tax
  Tax Returns and Other Reports
  22




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Payment of Taxes, Duties, Etc. of the Trust
  Payments under Indenture or Pursuant to Direct Actions
 Section 6.10(b)
 Exchanges
 Depositor
Affiliate
 Section 4.9(a) Section 4.9(a) provided
 23




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Calculation Agent
  Business
Day
 Certain Accounting Matters
   24




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EDGAR Section 4.11(c) Section 4.11
 provided , however
   Initial Ownership
 Section 2.3
 Authorized Trust Securities
  25




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Issuance of the Common Securities; Subscription and Purchase of Notes
  The Securities Certificates
   Section
5.6
  26




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Section 5.13
  Rights of Holders
 Section 5.11(b)
 Book-Entry Preferred Securities
 Section 5.7 Section 5.6(a) Section 5.6 Section 5.7
 27




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Section 5.6 Section 5.7
 Article V Section 5.4
    28




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provided
  Registration of Transfer and Exchange of Preferred Securities
Certificates
 Securities Register Securities Registrar Article
VIII
 Section 5.7(d) Section
5.7(f) Section 5.7(f)
 29




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Article IV
 Exhibit E
    provided Section 5.7
 Mutilated, Destroyed, Lost or Stolen Securities Certificates
  30




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Section
5.8
 Section 5.8
  Section 5.8
 Persons Deemed Holders
  Cancellation
  31




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Section 5.10
 Ownership of Common Securities by Depositor
   Restrictive Legends
  [ IF THIS SECURITY IS A GLOBAL SECURITY INSERT : THIS PREFERRED SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE
 32




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TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
TRUST COMPANY ( DTC ) OR A NOMINEE OF DTC. THIS PREFERRED 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 TRUST AGREEMENT, AND NO TRANSFER OF THIS PREFERRED
SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED 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 PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO NEW
CENTURY CAPITAL TRUST I OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY PREFERRED 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
  33




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ERISA CODE PLAN PLAN ASSETS PLAN ASSETS
 34




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Form of Certificate of Authentication
   Dated:
    WELLS FARGO BANK, N.A., not in its individual
capacity, but solely as Property TrusteeBy:Name:Title:   Notice of Meetings
 Section
10.8
 Meetings of Holders of the Preferred Securities
  35




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Voting Rights
  Proxies, Etc.
 provided
 Holder Action by Written Consent
 provided
 Record Date for Voting and Other Purposes
 Section 6.10(a)
 36




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Acts of Holders
 Act Section 6.7
     37




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Article VI
 Inspection of Records
  Limitations on Voting Rights
  provided
  38




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Acceleration of Maturity; Rescission of Annulment; Waivers of Past
Defaults
        provided
 39




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Section 6.10(a)
 Section 6.10(a) Section 6.10(b)
 Section 6.10
 Section 6.10 Section 6.10
 provided
 40




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Sections 8.5 8.7 provided , further
   Representations and Warranties of the Property Trustee and the Delaware
Trustee
        41




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Representations and Warranties of Depositor
     42




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43




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Number of Trustees
 provided Sections 8.2 8.3 8.4
 Property Trustee Required
 Section 8.2 Section 8.2 Article VIII
 Delaware Trustee Required
 Section 8.3 Article VIII
  44




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Appointment of Administrative Trustees
  Section 8.11
 Duties and Responsibilities of the Trustees
 provided , however Section 8.5
 45




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Section 8.5(b)
     Section 3.1
  Notices of Defaults and Extensions
  46




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Section 8.6 default
   Certain Rights of Property Trustee
 Section 8.5
  provided
  47




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provided however Section 8.7(g) Section 8.6(b) provided further Section 8.7(g) Section 8.11
    48




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Article
VIII
  Delegation of Power
 Section 2.5
 49




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May Hold Securities
 Outstanding Article I
 Compensation; Reimbursement; Indemnity
    Indemnified Person Section
8.10(a) (b)
 Section 8.10 Section 8.10
 Section 8.10
  50




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Resignation and Removal; Appointment of Successor
 Article VIII Section 8.12
   Section
8.12 Section 8.12 Section 8.12 Section 8.12
 51




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Section 10.8
 Sections 8.3 8.4
  Acceptance of Appointment by Successor
   Article VIII
 Merger, Conversion, Consolidation or Succession to Business
  52




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provided Article VIII
 Not Responsible for Recitals or Issuance of Securities
  Property Trustee May File Proofs of Claim
    53




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Reports to the Property Trustee and Holders
 Exhibit F
 Exhibit G provided however Section 8.16(b)
  54




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Section 8.16(b)
   Dissolution Upon Expiration Date
 Expiration Date Section 9.4
 Early Termination
 Early Termination Event
 Section
5.11
    Termination
  55




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Section 9.4 Section 4.2
  Liquidation
 Section 9.2(a) (b) (d) Section 9.4(d)
  Section 9.4(d)
 Section 9.4(d)
 Section 9.2(c) 9.4(d)
 Section 9.2(c) 9.4(d)
 56




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Section 9.4 Liquidation
Distribution pro rata pro rata Section 4.3
 Mergers, Consolidations, Amalgamations or Replacements of Trust
 Article IX provided
 Successor
Securities
   57




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Limitation of Rights of Holders
 Section 9.2
 58




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Agreed Tax Treatment of Trust and Trust Securities
  Amendment
 provided
 Section 10.3(c)
 59




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Section 6(m) Section 10.3(f) provided
 Section 10.3(b) Section 10.3(c) Sections
4.1 4.2 4.3 6.10(e) Article IX
    60




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Separability
  Governing Law
 THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE TRUST, THE
DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT
REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS; PROVIDED, HOWEVER, THAT, TO THE FULLEST EXTENT
PERMITTED BY LAW, THERE SHALL NOT BE APPLICABLE TO THE PARTIES HEREUNDER OR THIS TRUST AGREEMENT
ANY PROVISION OF THE LAWS (COMMON OR STATUTORY) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT
RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF, (A) THE FILING WITH ANY
COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES,
(B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST,
(C) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION,
HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES,
OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME
OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF
TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR
INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY
OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE LIMITATIONS OR
AUTHORITIES AND POWERS OF THE TRUSTEES HEREUNDER AS SET FORTH OR REFERENCED IN THIS TRUST
AGREEMENT. SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST.
 61




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Successors
 Article VIII
 Headings
  Reports, Notices and Demands
  Section 2.2
 62




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Agreement Not to Petition
 Article IX Section 10.9
 Counterparts
  Signature page follows
 63




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NEW CENTURY FINANCIAL CORPORATION, as DepositorBy:
    
    /s/ Stergios TheologidesName:
    
    Stergios TheologidesTitle:
    
    Executive Vice President andGeneral CounselWELLS FARGO BANK, N.A., not in
    
    WELLS FARGO DELAWARE TRUST COMPANY, asits individual capacity but
    
    Delaware Trusteesolely as Property TrusteeBy:
    
    /s/ Tracy M. McLamb
    
    By:
    
    /s/ Tracy M. McLambName:
    
    Tracy M. McLamb
    
    Name:
    
    Tracy M. McLambTitle:
    
    Vice President
    
    Title:
    
    Vice President/s/ Brad A. Morrice                     ,
    
    /s/ Patti M. Dodge                     ,Brad A. Morrice, as Administrative
    
    Patti M. Trustee Dodge, as Administrative Trustee
 64