NEW CENTURY FINANCIAL CORP
SEND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>dex102.txt
<DESCRIPTION>SEND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

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             SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT


                                      Among


                       CDC MORTGAGE CAPITAL INC., as Buyer


                   NEW CENTURY MORTGAGE CORPORATION, as Seller


                                       and


                        NC CAPITAL CORPORATION, as Seller


                            Dated as of June 23, 2003


================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
1.  APPLICABILITY ..........................................................   1

2.  DEFINITIONS ............................................................   1

3.  INITIATION; TERMINATION ................................................  20

4.  MARGIN AMOUNT MAINTENANCE ..............................................  27

5.  INCOME PAYMENTS ........................................................  28

6.  REQUIREMENTS OF LAW ....................................................  29

7.  SECURITY INTEREST ......................................................  30

8.  PAYMENT, TRANSFER AND CUSTODY ..........................................  32

9.  HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS ............................  33

10. SELLER'S REPRESENTATIONS ...............................................  33

11. COVENANTS OF SELLER ....................................................  38

12. EVENTS OF DEFAULT ......................................................  49

13. REMEDIES ...............................................................  51

14. INDEMNIFICATION AND EXPENSES ...........................................  54

15. RECORDING OF COMMUNICATIONS ............................................  55

16. SINGLE AGREEMENT .......................................................  55

17. NOTICES AND OTHER COMMUNICATIONS .......................................  55

18. ENTIRE AGREEMENT; SEVERABILITY .........................................  56

19. NON-ASSIGNABILITY ......................................................  56

20. TERMINABILITY ..........................................................  56

21. GOVERNING LAW ..........................................................  57

22. SUBMISSION TO JURISDICTION; WAIVERS ....................................  57
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                           <C>
23. NO WAIVERS, ETC.........................................................  58

24. SERVICING ..............................................................  58

25. INTENT .................................................................  59

26. BUYER'S REPRESENTATIONS ................................................  60

27. NETTING ................................................................  61

28. PERIODIC DUE DILIGENCE REVIEW ..........................................  61

29. BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT ................................  62

30. MISCELLANEOUS ..........................................................  63

31. CONFIDENTIALITY ........................................................  64

32. CONFLICTS ..............................................................  64

33. SET-OFF ................................................................  64

34. MOST FAVORED STATUS ....................................................  65

35. OBLIGATIONS JOINT AND SEVERAL ..........................................  65

36. WAIVER OF PREVIOUS NON-COMPLIANCE ......................................  65
</TABLE>

                                      -ii-

<PAGE>

EXHIBITS

SCHEDULE 1        Representations and Warranties Re: Mortgage Loans

SCHEDULE 2        Subsidiaries

EXHIBIT I         Transaction Request

EXHIBIT II        Underwriting Guidelines

EXHIBIT III       Form of Opinion Letter

EXHIBIT IV        UCC Filing Jurisdictions

EXHIBIT V         Form of Account Agreement

EXHIBIT VI        Form of True Sale Certification

EXHIBIT VII-A     Form of Seller's Release Letter

EXHIBIT VII-B     Form of Warehouse Lender's Release Letter

EXHIBIT VIII      Form of Servicer Notice

EXHIBIT IX        Form of Request for Additional Transactions for Excess Margin

                                     -iii-

<PAGE>

             SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

          This is a SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT,
dated as of June 23, 2003, among NEW CENTURY MORTGAGE CORPORATION, a California
corporation ("NCMC"), NC CAPITAL CORPORATION, a California corporation ("NCCC",
and together with NCMC, "Seller") and CDC MORTGAGE CAPITAL INC., a New York
corporation ("Buyer").

          WHEREAS, the Seller and the Buyer are parties to that certain Master
Repurchase Agreement, dated as of July 19, 2001 (the "Original Repurchase
Agreement"), between the Seller and the Buyer; and

          WHEREAS, the Seller and the Buyer are parties to that certain Amended
and Restated Master Repurchase Agreement, dated as of May 10, 2002 (the "First
Amended and Restated Repurchase Agreement"), between the Seller and the Buyer;
and

          WHEREAS the Seller has requested Buyer to agree to amend certain
provisions of the Original Repurchase Agreement and the First Amended and
Restated Repurchase Agreement as set forth in this Second Amended and Restated
Master Repurchase Agreement. The Buyer is willing to agree to such amendments,
but only on the terms and subject to the conditions set forth in this Second
Amended and Restated Master Repurchase Agreement.

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Sellers and the Buyer hereby agree as follows:

1.  APPLICABILITY

    From time to time the parties hereto may enter into transactions in which
    Seller agrees to transfer to Buyer Mortgage Loans against the transfer of
    funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller
    such Mortgage Loans at a date certain not later than 364 days after the date
    of transfer, against the transfer of funds by Seller. Each such transaction
    shall be referred to herein as a "Transaction" and shall be governed by this
    Agreement, unless otherwise agreed in writing.

2.  DEFINITIONS

    As used herein, the following terms shall have the following meanings (all
    terms defined in this Section 2 or in other provisions of this Agreement in
    the singular to have the same meanings when used in the plural and vice
    versa). Terms otherwise not defined herein shall have the meanings assigned
    thereto in the Custodial and Disbursement Agreement.

    "Account Agreement" shall mean a letter agreement among NCCC, NCMC,
    Servicer, Buyer and the Bank substantially in the form of Exhibit V attached
    hereto.

    "Act of Insolvency" shall mean, with respect to any Person, (i) the filing
    of a petition, commencing, or authorizing the commencement of any case or
    proceeding under any

<PAGE>

    bankruptcy, insolvency, reorganization, liquidation, dissolution or similar
    law relating to the protection of creditors, or suffering any such petition
    or proceeding to be commenced by another which is consented to, not timely
    contested or results in entry of an order for relief which is not discharged
    within thirty (30) days; (ii) the seeking or consenting to the appointment
    of a receiver, trustee, custodian or similar official for such Person or any
    substantial part of the property of such Person; (iii) the appointment of a
    receiver, conservator, or manager for such Person by any governmental agency
    or authority having the jurisdiction to do so; (iv) the making or offering
    by such Person of a composition with its creditors or a general assignment
    for the benefit of creditors; (v) the admission by such Person of its
    inability to pay its debts or discharge its obligations as they become due
    or mature; or (vi) that any governmental authority or agency 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 such
    Person, or shall have taken any action to displace the management of such
    Person or to curtail its authority in the conduct of the business of such
    Person.

    "Additional Purchased Assets" shall mean Mortgage Loans or cash provided by
    Seller to Buyer or its designee pursuant to Section 4.

    "Adjusted Leverage Ratio" shall mean on any date of determination, the ratio
    of (a) Total Liabilities to (b) Adjusted Tangible Net Worth.

    "Adjusted Tangible Net Worth" shall mean on any date of determination, the
    Tangible Net Worth of Guarantor minus 25% of the amount by which the book
    value of Junior Securitization Interests included in calculating Tangible
    Net Worth exceeds Indebtedness of the type described in Section 11(s)(4).

    "Affiliate" shall mean with respect to any Person, any "affiliate" of such
    Person, as such term is defined in the Bankruptcy Code.

    "Agreement" shall mean this Second Amended and Restated Master Repurchase
    Agreement, as the same may be further amended, supplemented or otherwise
    modified in accordance with the terms hereof.

    "ALTA" shall mean the American Land Title Association.

    "Appraised Value" shall mean the value set forth in an appraisal made in
    connection with the origination of the related Mortgage Loan as the value of
    the Mortgaged Property.

    "Asset Schedule and Exception Report" shall have the meaning assigned
    thereto in the Deutsche Custodial and Disbursement Agreement.

    "Asset Value" shall mean as of any date of determination with respect to
    each Eligible Asset, the lesser of (a) the Purchase Percentage multiplied by
    the Market Value of such Mortgage Loan as of such date of determination, and
    (b) the outstanding principal balance of such Eligible Asset as of such date
    of determination; provided, that, the following additional limitations on
    Asset Value shall apply:

                                      -2-

<PAGE>

         (1)  the aggregate Asset Value of Wet-Ink Mortgage Loans may not exceed
              the Wet-Ink Sub-Limit at any time;

         (2)  the aggregate Asset Value of Second Lien Mortgage Loans may not
              exceed the Second Lien Sub-Limit at any time;

         (3)  the aggregate Asset Value of Manufactured Home Mortgage Loans
              shall not exceed the Manufactured Home Sub-Limit at any time;

         (4)  the aggregate Asset Value of a single Mortgage Loan shall not
              exceed the Mortgage Loan Sub-Limit;

         (5)  the aggregate Asset Value of Jumbo Mortgage Loans may not exceed
              the Jumbo Sub-Limit at any time;

         (6)  the aggregate Asset Value of Jumbo(500) Mortgage Loans may not
              exceed the Jumbo(500) Sub-Limit at any time;

         (7)  the aggregate Asset Value of Jumbo(750) Mortgage Loans may not
              exceed the Jumbo(750) Sub-Limit at any time;

         (8)  The aggregate Asset Values of C Credit Mortgage Loans and C Minus
              Credit Mortgage Loans may not exceed the C/C- Credit Sub-Limit at
              any time;

         (9)  The aggregate Asset Value of Non-owner Occupied Mortgage Loans may
              not exceed the product of 6% and the Maximum Amount;

         (11) The aggregate Asset Value of Condominium Mortgage Loans and PUD
              Mortgage Loans may not exceed the Condominium and PUD Sub-Limit at
              any time; and

         (12) the Asset Value shall be deemed to be zero with respect to each
              Mortgage Loan (i) in respect of which there is a breach of a
              representation and warranty set forth in Schedule 1 (assuming each
              representation and warranty is made as of the date Asset Value is
              determined), (ii) in respect of which there is a delinquency in
              the payment of principal and/or interest which continues for a
              period in excess of twenty nine (29) calendar days (without regard
              to any applicable grace periods), (iii) which has not been
              repurchased by Seller by the earlier to occur of (A) the
              Termination Date and (B) the 180th day after the date on which it
              is first purchased by Buyer, (iv) which has been released from the
              possession of Custodian under the Custodial and Disbursement
              Agreement to Seller for a period in excess of ten (10) calendar
              days, (v) which exceed the limitations on Asset Value set forth
              above or (vi) which is a Wet-Ink Mortgage Loan, for which
              Custodian has failed to receive the related Mortgage Documents by
              the seventh (7/th/) Business Day following the applicable
              Origination Date of such Wet-Ink Mortgage Loan.

                                      -3-

<PAGE>

    "Assignment of Mortgage" shall mean, with respect to any Mortgage, an
    assignment of the Mortgage, notice of transfer or equivalent instrument in
    recordable form, sufficient under the laws of the jurisdiction wherein the
    related Mortgaged Property is located to reflect the assignment of the
    Mortgage to Buyer.

    "Bank" shall mean Deutsche Bank National Trust Company, a national banking
    association, and its successors in interest, or such other depository
    institution as may be acceptable to Buyer in its sole discretion, and their
    respective successors in interest.

    "Bank of America Financing Facility" shall mean the Master Repurchase
    Agreement dated as of May 10, 2002, as may be amended from time to time, by
    and between New Century Funding A and Bank of America, N.A. and all other
    documents or agreements executed in connection therewith, or replacement
    facilities with substantially similar terms (including, but not limited to,
    amounts and rates) with financial institutions approved by Buyer.

    "Bankruptcy Code" shall mean the United States Bankruptcy Code of 1978, as
    amended from time to time.

    "Business Day" shall mean any day other than (i) a Saturday or Sunday or
    (ii) a day on which banks in the State of New York (or state in which any of
    Custodian, Disbursement Agent, Seller or Buyer is located) is authorized or
    obligated by law or executive order to be closed.

    "Buyer" shall mean CDC Mortgage Capital Inc., a New York corporation, and
    its successors in interest and assigns.

    "C Credit Mortgage Loan" shall mean each Mortgage Loan originated in
    accordance with the Underwriting Guidelines criteria for "C" credit mortgage
    loans.

    "C/C- Credit Sub-Limit" shall mean an amount equal to the product of 9% and
    the Maximum Amount.

    "C Minus Credit Mortgage Loans" shall mean each Mortgage Loan originated in
    accordance with the Underwriting Guidelines criteria for "C-" credit
    mortgage loans.

    "Capital Lease Obligations" shall mean, for any Person, all obligations of
    such Person to pay rent or other amounts under a lease of (or other
    agreement conveying the right to use) Property to the extent such
    obligations are required to be classified and accounted for as a capital
    lease on a balance sheet of such Person under GAAP, and, for purposes of
    this Agreement, the amount of such obligations shall be the capitalized
    amount thereof, determined in accordance with GAAP.

    "Cash" shall mean all cash and Cash Equivalents, as shown on the balance
    sheet of Seller prepared in accordance with GAAP.

    "Cash Equivalents" shall mean (a) securities with maturities of 90 days or
    less from the date of acquisition issued or fully guaranteed or insured by
    the United States Government

                                      -4-

<PAGE>

    or any agency thereof, (b) certificates of deposit and eurodollar time
    deposits with maturities of 90 days or less from the date of acquisition and
    overnight bank deposits of any commercial bank having capital and surplus in
    excess of $500,000,000, (c) repurchase obligations of any commercial bank
    satisfying the requirements of clause (b) of this definition, having a term
    of not more than seven days with respect to securities issued or fully
    guaranteed or insured by the United States Government, (d) commercial paper
    of a domestic issuer rated at least A-1 or the equivalent thereof by
    Standard and Poor's Ratings Group ("S&P") or P-1 or the equivalent thereof
    by Moody's Investors Service, Inc. ("Moody's") and in either case maturing
    within 90 days after the day of acquisition, (e) securities with maturities
    of 90 days 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 A by Moody's,
    (f) securities with maturities of 90 days 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 of Control" shall mean the occurrence, after the Effective Date, of
    any of the following circumstances: (a) Guarantor not owning, directly or
    indirectly, all of the issued and outstanding capital stock of NCMC; or (b)
    any Person, or two or more Persons acting in concert, other than the
    Management Shareholders, acquiring beneficial ownership (within the meaning
    of Rule 13d-3 of the Securities and Exchange Commission under the Securities
    Exchange Act of 1934, as amended), directly or indirectly, of securities of
    Guarantor (or other securities convertible into such securities)
    representing 35% or more of the combined voting power of all securities of
    Guarantor entitled to vote in the election of directors; (c) any Person, or
    two or more Persons acting in concert, other than the Management
    Shareholders, acquiring by contract or otherwise, or entering into a
    contract or arrangement which upon consummation will result in its or their
    acquisition of and, control over securities of Guarantor (or other
    securities convertible into such securities) representing 35% or more of the
    combined voting power of all securities of Guarantor entitled to vote in the
    election of directors; or (d) Robert Cole ceasing to be Chairman and Chief
    Executive Officer of Guarantor.

    "Class" shall mean with respect to a Purchased Asset, the designation of
    such Purchased Asset as one or more of the following: (i) a Mortgage Loan,
    (ii) a Wet-Ink Mortgage Loan, (iii) a Second Lien Mortgage Loan, (iv) a
    Jumbo Mortgage Loan, (v) a Jumbo(500) Mortgage Loan, (vi) a Jumbo(750)
    Mortgage Loan, (vii) a C Credit Mortgage Loan, (viii) a C Minus Credit
    Mortgage Loan and/or (ix) a Non-owner Occupied Mortgage Loan.

    "Code" shall mean the Internal Revenue Code of 1986, as amended from time to
    time.

    "Collection Account" shall mean the account established by the Bank subject
    to an Account Agreement, into which all Income shall be deposited.

                                      -5-

<PAGE>

    "Combined Loan-to-Value Ratio or CLTV" shall mean with respect to any Second
    Lien Mortgage Loan, the sum of the original principal balance of such
    Mortgage Loan and the outstanding principal balance of any related first
    lien as of the date of origination of the Mortgage Loan, divided by the
    lesser of the Appraised Value of the Mortgage Property as of the Origination
    Date or the purchase price of the Mortgaged Property.

    "Commonly Controlled Entity" shall mean an entity, whether or not
    incorporated, which is under common control with Seller within the meaning
    of Section 4001 of ERISA or is part of a group which includes Seller and
    which is treated as a single employer under Section 414 of the Code.

    "Company Securitization Transaction" shall mean an issuance of
    Mortgage-backed Securities by NCCC, NCMC, or by SBRC, or any other
    registered broker dealer, or an Affiliate of any of them, on behalf of NCCC
    or NCMC, through a trust or other entity created by NCCC or NCMC, SBRC or
    any other registered broker-dealer which Mortgage-backed Securities are
    either secured (in whole or in part) by Mortgage Loans originated or
    acquired by NCCC or NCMC or evidence the entire beneficial ownership
    interest therein, and in connection with which one or more Junior
    Securitization Interests are issued to NCCC or NCMC or any Affiliate.

    "Condominium Mortgage Loan" shall mean an Eligible Asset secured by a
    Residential Dwelling which is a unit in a condominium project.

    "Condominium and PUD Sub-Limit" shall mean an amount equal to the product of
    6% and the Maximum Amount.

    "Confirmation" shall have the meaning specified in Section 3(c).

    "Custodial and Disbursement Agreement" shall mean that custodial and
    disbursement agreement, dated as of May 10, 2002, by and among Buyer, NCCC,
    NCMC and Custodian, as the same shall be modified and supplemented and in
    effect from time to time.

    "Custodial Identification Certificate" shall have the meaning assigned
    thereto in the Custodial and Disbursement Agreement.

    "Custodian" shall mean Deutsche Bank National Trust Company, a national
    banking association, and its successors in interest, as custodian under the
    Custodial and Disbursement Agreement, and any successor Custodian under the
    Custodial and Disbursement Agreement.

    "Daily Leverage Ratio" shall mean on any date of determination, the ratio of
    (a) Total Liabilities of Guarantor and its Subsidiaries on such date to (b)
    Tangible Net Worth of Guarantor and its Subsidiaries as of the last day of
    the most recently completed month.

    "Default" shall mean an Event of Default or an event that with notice or
    lapse of time or both would become an Event of Default.

                                      -6-

<PAGE>

    "Disbursement Agent" shall mean Deutsche Bank National Trust Company, a
    national banking association, and its successors in interest, as
    disbursement agent under the Custodial and Disbursement Agreement, and any
    successor Disbursement Agent under the Custodial and Disbursement Agreement.

    "Dollars" and "$" shall mean lawful money of the United States of America.

    "Due Diligence Review" shall mean the performance by Buyer of any or all of
    the reviews permitted under Section 27 with respect to any or all of the
    Mortgage Loans, as desired by Buyer from time to time.

    "Effective Date" shall mean the date upon which the conditions precedent set
    forth in Section 3(a) shall have been satisfied.

    "Electronic Transmission" shall mean 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).
    Any document that requires signature that is delivered by Electronic
    Transmission via email that includes the sender's name shall satisfy such
    signature requirement.

    "Eligible Asset" shall mean a Mortgage Loan, including a Wet-Ink Mortgage
    Loan, (i) as to which the representations and warranties in Schedule 1
    attached hereto are true and correct, (ii) which is underwritten strictly in
    accordance with the Underwriting Guidelines of Seller, and (iii) which is
    secured by a Residential Dwelling.

    "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
    amended from time to time.

    "ERISA Affiliate" shall mean any corporation or trade or business that is a
    member of any group of organizations (i) described in Section 414(b) or (c)
    of the Code of which Seller is a member and (ii) solely for purposes of
    potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11)
    of the Code and the lien created under Section 302(f) of ERISA and Section
    412(n) of the Code, described in Section 414(m) or (o) of the Code of which
    Seller is a member.

    "Eurodollar Rate" shall mean, with respect to each day a Transaction is
    outstanding, the rate per annum equal to the rate appearing at page 5 of the
    Telerate Screen as one-month LIBOR at or about 9:00 a.m., New York time, on
    such date (and if such date is not a Business Day, the Eurodollar Rate in
    effect on the Business Day immediately preceding such date), and if such
    rate shall not be so quoted, the average rate per annum at which three
    mutually acceptable banks are offered Dollar deposits at or about 9:00 a.m.,
    New York City time, on such date by prime banks in the interbank eurodollar
    market where the eurodollar and foreign currency exchange operations in
    respect of its Transactions are then being conducted for delivery on such
    day for a period of thirty (30) days and in an amount comparable to the
    amount of the Transactions to be outstanding on such day. The Eurodollar
    Rate shall be reset by Buyer as described above and Buyer's

                                      -7-

<PAGE>

    determination of Eurodollar Rate shall be conclusive upon the parties absent
    manifest error on the part of Buyer

    "Event of Default" has the meaning specified in Section 12.

    "Excess Margin" has the meaning specified in Section 3(o).

    "Existing Financing Facilities" shall mean the Bank of America Financing
    Facility, the Morgan Stanley Financing Facility, the Salomon Financing
    Facility, the Salomon NCMC Financing Facility, the Salomon REO Financing
    Facility and the UBS Financing Facility.

    "Fannie Mae" shall mean the Federal National Mortgage Association, and its
    successors in interest.

    "Foreclosed Loan" shall mean a loan the property securing which has been
    foreclosed upon by Seller.

    "Freddie Mac" shall mean the Federal Home Loan Mortgage Corporation, and its
    successors in interest.

    "GAAP" shall mean generally accepted accounting principles as in effect from
    time to time in the United States.

    "Governmental Authority" shall mean 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 NCCC, NCMC, Guarantor, any of their respective Subsidiaries or any of
    their properties.

    "Guarantee" shall mean, 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 or otherwise protecting the holder of such Indebtedness against loss
    (whether by virtue of partnership arrangements, by agreement to keep-well
    another Person, to purchase assets, goods, securities or services, or to
    agree to take-or-pay arrangement or otherwise); provided that the term
    "Guarantee" shall not include (i) endorsements for collection or deposit in
    the ordinary course of business, or (ii) obligations to make servicing
    advances for delinquent taxes and insurance, or other obligations in respect
    of a Mortgaged Property, or other principal and interest advances made in
    the ordinary course of servicing the Mortgage Loans. The amount of any
    Guarantee of a Person shall be deemed to be an amount equal to the stated or
    determinable amount of the primary obligation in respect of which such
    Guarantee is made or, if not stated or determinable, the maximum reasonably
    anticipated liability in respect thereof as determined by such Person in
    good faith. The terms "Guarantee" and "Guaranteed" used as verbs shall have
    correlative meanings.

    "Guarantor" shall mean New Century Financial Corporation, a California
    corporation, and its successors in interest.

                                      -8-

<PAGE>

    "Guaranty" shall mean the Guaranty, dated as of the date hereof, made by
    Guarantor in favor of Buyer, which shall be in form and substance
    satisfactory to Buyer in all respects.

    "Income" shall mean, with respect to any Mortgage Loan at any time, all
    collections and proceeds on or in respect of the Mortgage Loans, including,
    without limitation, any principal thereof then payable and all interest or
    other distributions payable thereon less any related servicing fee(s)
    charged by Servicer.

    "Indebtedness" shall mean, for any Person: (a) obligations created, issued
    or incurred by such Person for borrowed money (whether by loan, the issuance
    and sale of debt securities or the sale of Property to another Person
    subject to an understanding or agreement, contingent or otherwise, to
    repurchase such Property from such Person); (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 within 90 days of 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 or accepted by
    banks and other financial institutions for account of such Person; (e)
    obligations of such Person under repurchase agreements, sale/buy-back
    agreements or like arrangements; (f) Indebtedness of others Guaranteed by
    such Person; (g) all obligations of such Person incurred in connection with
    the acquisition or carrying of fixed assets by such Person; and (h)
    Indebtedness of general partnerships of which such Person is secondarily or
    contingently liable (other than by endorsement of instruments in the course
    of collection), whether by reason of any agreement to acquire such
    indebtedness to supply or advance sums or otherwise; and (i) Capital Lease
    Obligations of such Person; provided, however, that for any period, the
    aggregate Indebtedness of the Guarantor during such period maintained in
    accordance with GAAP shall be calculated less the aggregate amount of any
    such Indebtedness that is reflected on the balance sheet of the Guarantor 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 the Guarantor. In the event that any
    Indebtedness would be excluded from the calculation of Indebtedness but for
    the existence of recourse, the Guarantor shall be entitled nonetheless to
    exclude the amount of such Indebtedness that is not subject to recourse. The
    amount of any recourse shall be the stated or determinable amount thereof
    or, if not stated or determinable, the maximum reasonably anticipated
    liability in respect thereof as determined by the Guarantor in good faith.
    Any calculations of Indebtedness provided pursuant to this Agreement shall
    also separately set forth any Indebtedness of Guarantor excluded from such
    calculation pursuant to the proviso in the definition thereof.

    "Interest Rate Protection Agreement" shall mean, with respect to any or all
    of the Mortgage Loans, any short sale of US Treasury securities, or futures
    contract, or options related contract, or interest rate swap, cap or collar
    agreement or similar arrangement providing for protection against
    fluctuations in interest rates or the exchange of nominal

                                      -9-

<PAGE>

    interest obligations, either generally or under specific contingencies and
    acceptable to Buyer.

    "Investment" shall mean with respect to any Person, any direct or indirect
    purchase or other acquisition by that Person of, or a beneficial interest
    in, stock or other securities of any other Person, or any direct or indirect
    loan, advance (other than advances to employees for moving and travel
    expenses, drawing accounts and similar expenditures in the ordinary course
    of business) or capital contribution by that Person to any other Person,
    including all Indebtedness and accounts receivable from that other Person
    which are not current assets or did not arise from sales to that other
    Person in the ordinary course of business.

    "Jumbo Mortgage Loans" shall mean each Mortgage Loan with a principal
    balance as of origination of more than $275,000.

    "Jumbo Sub-Limit" shall mean an amount equal to the product of 29% and the
    Maximum Amount.

    "Jumbo(500) Mortgage Loans" shall mean each Mortgage Loan with a principal
    balance as of origination of more than $500,000 and less than or equal to
    $750,000.

    "Jumbo(500) Sub-Limit" shall mean an amount equal to the product of 17% and
    the Maximum Amount.

    "Jumbo(750) Mortgage Loans" shall mean shall mean each Mortgage Loan with a
    principal balance as of origination of more than $750,000.

    "Jumbo(750) Sub-Limit" shall mean an amount equal to the product of 9% and
    the Maximum Amount.

    "Junior Securitization Interests" shall mean a Mortgage-backed Security
    created in a Company Securitization Transaction that represents a
    subordinated right to receive principal or interest payments on the
    underlying Mortgage Loans (whether or not such subordination arises only
    under particular circumstances).

    "Late Payment Fee" has the meaning specified in Section 5(b).

    "Leverage Ratio" shall mean on any date of determination, the ratio of (a)
    Total Liabilities to (b) Tangible Net Worth.

    "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 original 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

                                      -10-

<PAGE>

    purchased within twelve (12) months of the origination of such Mortgage
    Loan, the purchase price of the related Mortgaged Property.

    "Management Shareholders" shall mean Robert K. Cole, Brad A. Morrice, and
    Edward F. Gotschall.

    "Manufactured Home Mortgage Loan" shall mean an Eligible Asset secured by a
    Residential Dwelling which is a manufactured home.

    "Manufactured Home Sub-Limit" shall mean the product of 4% and the Maximum
    Amount.

    "Margin Base" shall mean the aggregate Asset Value of all Purchased Assets
    which are Eligible Assets.

    "Margin Deficit" has the meaning specified in Section 4.

    "Market Value" shall mean, as of any date in respect of any Mortgage Loan,
    the price at which such Mortgage Loan could readily be sold as determined in
    Buyer's sole discretion using its reasonable business judgment, which price
    may be determined to be zero. Buyer's determination of Market Value shall be
    conclusive upon the parties absent manifest error on the part of Buyer.

    "Material Adverse Effect" shall mean a material adverse effect on (a) the
    Property, business, operations, financial condition or prospects of NCCC,
    NCMC or Guarantor, (b) the ability of NCCC or NCMC to perform its
    obligations under any of the Repurchase Documents to which it is a party,
    (c) the validity or enforceability of any of the Repurchase Documents, (d)
    the rights and remedies of Buyer under any of the Repurchase Documents, (e)
    the timely payment of any amounts payable under the Repurchase Documents,
    (f) the Asset Value of the Purchased Assets or (g) the ability of Guarantor
    to perform its obligations under the Guaranty.

    "Maximum Amount" shall mean $570,000,000.

    "Minimum Pricing Amount" means $4,754,000 less amounts received by the
    Purchaser since June 23, 2003 in respect of the aggregate amount obtained by
    daily application of the Pricing Spread for each outstanding Transaction to
    the Purchase Price for such Transaction on a 360 day per year basis for the
    actual number of days during the period commencing on (and including) the
    Purchase Date for such Transaction and ending on (but excluding) the
    Repurchase Date.

    "Morgan Stanley Financing Facility" shall mean the Master Loan and Security
    Agreement dated June 23, 2003, as may be amended from time to time, between
    NCCC, NCMC and Morgan Stanley Mortgage Capital, Inc. and all other documents
    or agreements executed in connection therewith, or replacement facilities
    with substantially similar terms (including, but not limited to, amounts and
    rates) with financial institutions approved by Buyer.

                                      -11-

<PAGE>

    "Mortgage" shall mean the mortgage, deed of trust or other instrument
    securing a Mortgage Note, which creates a first lien or second lien on a fee
    simple Residential Dwelling securing the Mortgage Note.

    "Mortgage File" shall have the meaning assigned thereto in the Custodial and
    Disbursement Agreement.

    "Mortgage Loan" shall mean a mortgage loan originated in accordance with the
    Underwriting Guidelines which Custodian has been instructed to hold for
    Buyer pursuant to the Custodial and Disbursement Agreement including any
    Wet-Ink Mortgage Loan listed on a Transaction Request, and which Mortgage
    Loan includes, without limitation, (i) a Mortgage Note and related Mortgage,
    and (ii) all right, title and interest of Seller in and to the Mortgaged
    Property covered by such Mortgage.

    "Mortgage Loan Sub-Limit" shall mean $1,000,000.

    "Mortgage Note" shall mean the original executed promissory note or other
    evidence of the indebtedness of a Mortgagor with respect to a Mortgage Loan.

    "Mortgage-backed Security" shall mean a security (including, without
    limitation, a participation certificate) that is an interest in a pool of
    Mortgage Loans or is secured by such an interest.

    "Mortgaged Property" shall mean a fee simple interest in the real property
    (including all improvements, buildings, fixtures, building equipment and
    personal property thereon 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 Mortgage Note.

    "Mortgagee" shall mean the record holder of a Mortgage Note secured by a
    Mortgage.

    "Mortgagor" shall mean the obligor or obligors on a Mortgage Note, including
    any person who has assumed or guaranteed the obligations of the obligor
    thereunder.

    "Multiemployer Plan" shall mean a multiemployer plan defined as such in
    Section 3(37) of ERISA to which contributions have been or are required to
    be made by Seller or any ERISA Affiliate and that is covered by Title IV of
    ERISA.

    "NCCC" shall mean NC Capital Corporation, a California corporation, and its
    successors in interest.

    "NCMC" shall mean New Century Mortgage Corporation, a California
    corporation, and its successors in interest.

    "NCRC" shall mean NC Residual II Corporation, a Delaware corporation, and
    its successors in interest.

    "Net Worth" shall mean with respect to any Person, on any date of
    determination, the net worth of such Person as of such date, determined in
    accordance with GAAP.

                                      -12-

<PAGE>

    "Non-owner Occupied Mortgage Loans" shall mean each Mortgage Loan with
    respect to which the improvements on the Mortgaged Property are not occupied
    by the owner of such Mortgaged Property.

    "Origination Date" shall mean the date a Mortgage Loan is funded by any
    originator and the proceeds are disbursed to a borrower under such Mortgage
    Loan.

    "Payment Calculation Date" shall mean the tenth (10/th/) day of each month.

    "Payment Date" shall mean two (2) Business Days after the Payment
    Calculation Date.

    "PBGC" shall mean the Pension Benefit Guaranty Corporation or any entity
    succeeding to any or all of its functions under ERISA.

    "PUD Mortgage Loan" shall mean an Eligible Asset secured by a Residential
    Dwelling which is an attached single family dwelling in a planned unit
    development.

    "Periodic Advance Repurchase Payment" has the meaning specified in Section
    5(b).

    "Person" shall mean any individual, corporation, company, voluntary
    association, partnership, joint venture, limited liability company, trust,
    unincorporated association or government (or any agency, instrumentality or
    political subdivision thereof).

    "Plan" shall mean an employee benefit or other plan established or
    maintained by any Seller or any ERISA Affiliate and covered by Title IV of
    ERISA, other than a Multiemployer Plan.

    "Post-Default Rate" shall mean, in respect of any day a Transaction is
    outstanding or any other amount under this Agreement or any other Repurchase
    Document that is not paid when due to Buyer at the stated Repurchase Date or
    otherwise when due (a "Post-Default Day"), a rate per annum on a 360 day per
    year basis during the period from and including the due date to but
    excluding the date on which such amount is paid in full equal to 4% per
    annum plus the Prime Rate on such Post-Default Day.

    "Price Differential" means, with respect to any Transaction hereunder as of
    any date, the aggregate amount obtained by daily application of the Pricing
    Rate for such Transaction to the Purchase Price for such Transaction on a
    360 day per year basis for the actual number of days during the period
    commencing on (and including) the Purchase Date for such Transaction and
    ending on (but excluding) the Repurchase Date (reduced by any amount of such
    Price Differential previously paid by Seller to Buyer with respect to such
    Transaction).

    "Pricing Rate" shall mean a rate per annum equal to the sum of (a) the
    Eurodollar Rate plus (b) the Pricing Spread.

    "Pricing Spread" shall mean the applicable rates per annum set forth below
    for each type of Eligible Asset for each day during the related Interest
    Period:

                                      -13-

<PAGE>

         (a)  Mortgage Loans (other than Wet-Ink Mortgage Loans), 0.95% (95)
              basis points; and

         (b)  Wet-Ink Mortgage Loans, 1.10% (110) basis points.

    "Prime Rate" shall mean the prime rate announced to be in effect from time
    to time, as published as the average rate in The Wall Street Journal.

    "Property" shall mean any right or interest in or to property of any kind
    whatsoever, whether real, personal or mixed and whether tangible or
    intangible.

    "Purchase Agreement" shall mean any purchase agreement by and between NCCC
    or NCMC and any third party, including without limitation, any Affiliate of
    NCCC or NCMC, pursuant to which NCCC or NCMC has purchased assets
    subsequently sold to Buyer hereunder.

    "Purchase Date" shall mean the date on which Purchased Assets are
    transferred by Seller to Buyer or its designee (including Custodian).

    "Purchase Percentage" shall mean the applicable percentage set forth below
    for each type of Eligible Assets:

         (a)  Mortgage Loans (other than Wet-Ink Mortgage Loans), 98%; and

         (b)  Wet-Ink Mortgage Loans, 98%.

    "Purchase Price" shall mean on each Purchase Date, the price at which
    Purchased Assets are transferred by Seller to Buyer or its designee
    (including Custodian) which shall equal the Asset Value for such Purchased
    Assets on the Purchase Date.

    "Purchased Assets" shall mean the Mortgage Loans sold by Seller to Buyer in
    a Transaction, and any Additional Purchased Assets.

    "Purchased Items" has the meaning specified in Section 7.

    "Qualified Originator" means NCMC, any of its subsidiaries set forth on
    Schedule 2, or any other originator of Mortgage Loans acceptable to Buyer in
    its sole discretion.

    "Quarterly Average Leverage Ratio" shall mean for each three (3) month
    period ending on March 31, June 30, September 30 or December 31 of any year
    during the term of this Agreement, the ratio of (a) the average daily amount
    of Total Liabilities of Guarantor and its Subsidiaries outstanding during
    such three (3) month period to (b) the average of the Tangible Net Worth of
    Guarantor and its Subsidiaries at the end of each month during such three
    (3) month period.

    "Regulations T, U and X" shall mean Regulations T, U and X of the Board of
    Governors of the Federal Reserve System (or any successor), as the same may
    be modified and supplemented and in effect from time to time.

                                      -14-

<PAGE>

    "REO Property" shall mean real property acquired by Seller, including a
    Mortgaged Property acquired through foreclosure of a Mortgage Loan or by
    deed in lieu of such foreclosure.

    "REO Sub" shall mean New Century REO Corp., a California corporation.

    "Reportable Event" shall mean any of the events set forth in Section 4043(b)
    of ERISA or a successor provision thereof, other than those events as to
    which the thirty day notice period is waived under subsections .13, .14,
    .16, .18, .19 or .20 of PBGC Reg. Section 2615 or one or more successor
    provision thereof.

    "Repurchase Date" shall mean the date on which Seller is to repurchase the
    Purchased Assets from Buyer as specified in the related Confirmation,
    including any date determined by application of the provisions of Sections 3
    or 13; which date shall be specified as "open" unless otherwise requested by
    Seller and agreed by Buyer; provided that in no event shall the Repurchase
    Date be in excess of 364 days after the Purchase Date. If the Transaction is
    "open", the Repurchase Date shall be one (1) Business Day after the date
    upon which either Buyer (in its sole discretion) or the Seller (in its sole
    discretion) provides to the other written notice of its intention to sell or
    repurchase, as applicable, the applicable Mortgage Loans; provided that the
    Repurchase Date shall not, in any event, exceed 364 days from the date
    hereof.

    "Repurchase Documents" shall mean this Agreement, the Custodial Agreement,
    the Custodial and Disbursement Agreement, the Guaranty, the Account
    Agreement and all other documents or agreements executed in connection
    therewith.

    "Repurchase Obligations" shall have the meaning specified in Section 7(b).

    "Repurchase Price" means the price at which Purchased Assets are to be
    transferred from Buyer or its designee (including Custodian) to Seller upon
    termination of a Transaction, which will be determined in each case
    (including Transactions terminable upon demand) as the sum of the Purchase
    Price and the Price Differential as of the date of such determination,
    including any amounts paid pursuant to Requests for Additional Transactions
    for Excess Margin under Section 3(o), decreased by all cash, Income and
    Periodic Advance Repurchase Payments (including Late Payment Fees, if any)
    actually received by Buyer pursuant to Sections 5(a) or 5(b), respectively.

    "Requirement of Law" shall mean 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.

    "Residential Dwelling" shall mean any one of the following: (i) a detached
    single family dwelling, (ii) a two-to-four family dwelling, (iii) a unit in
    a condominium project, (iv) a detached single family dwelling in a planned
    unit development or (v) manufactured housing units. Mortgaged Properties
    that consist of the following property types are not Residential Dwellings:
    (a) co-operative units, (b) log homes, (c) earthen homes,

                                      -15-

<PAGE>

    (d) underground homes, (e) mobile homes, and (f) any dwelling situated on
    more than ten acres of property.

    "Residual Finance Subsidiaries" shall mean (a) NC Residual Corporation, a
    Delaware corporation, as long as it is a wholly-owned Subsidiary of NCMC and
    does not amend its Certificate of Incorporation as in effect on March 20,
    1998, and (b) any other wholly-owned Subsidiary of NCMC or NCCC that,
    pursuant to its Articles or Certificate of Incorporation, has a purpose
    limited to the ownership of Junior Securitization Interests, the
    establishment of one or more securitization trusts, issuing securities
    backed by such Junior Securitization Interests, otherwise financing such
    Junior Securitization Interests, and lawful activities incidental to and
    necessary and convenient to the foregoing.

    "Residual Financing Agreements" shall mean collectively, the Global Master
    Repurchase Agreement dated as of March 29, 2001 by and between Salomon Smith
    Barney, Inc., as Agent for Salomon Brothers International, Inc., and NCCC,
    as amended, supplemented, restated or otherwise modified and in effect from
    time to time, (ii) the Global Master Repurchase Agreement dated as of March
    29, 2001 by and between Salomon Smith Barney, Inc., as Agent for Salomon
    Brothers International, Inc., and NCRC, as amended, supplemented, restated
    or otherwise modified and in effect from time to time, and (iii) any similar
    agreements pursuant to which "Residual Financing" (as defined in the
    Residual Security Agreement) is hereafter provided to NCMC or NCCC or any
    Subsidiary of NCMC or NCCC.

    "Residual Security Agreement" shall mean the Amended and Restated Security
    Agreement dated as of April 30, 2000 by and among NCCC, NCRC and U.S. Bank
    National Association, as collateral agent for (i) the Lenders (as defined
    therein), (ii) U.S. Bancorp Leasing & Financial, successor in interest to
    FBS Business Finance Corp. (the "Lessor"), as Lessor under any present or
    future leases of equipment by the Lessor, as lessor, to NCCC, NCMC or
    Guarantor, as lessee, or as lender under any present or future loan by the
    Lessor, as lender, to NCCC, NCMC or Guarantor, as borrower, secured by
    equipment and (iii) the Subordinated Noteholder (as defined therein).

    "Responsible Officer" shall mean, as to any Person, the chief executive
    officer, the chief financial officer, the treasurer or the chief operating
    officer of such Person.

    "Risk Rating" shall mean the risk rating of a Mortgage Loan, as determined
    using the Underwriting Guidelines.

    "Restricted Payment" shall mean, with respect to any Person, collectively,
    all dividends or other distributions of any nature (cash, securities, assets
    or otherwise), and all payments, by virtue of redemption or otherwise, on
    any class of equity securities (including, without limitation, warrants,
    options or rights therefor) issued by such Person, whether such securities
    are now or may hereafter be authorized or outstanding and any distribution
    in respect of any of the foregoing, whether directly or indirectly.

    "Salomon Financing Facility" shall mean TBMA/ISMA Global Master Repurchase
    Agreement, as may be amended from time to time, by and between Salomon Smith

                                      -16-

<PAGE>

    Barney Inc. as agent for Salomon Brothers International Ltd. and NCCC and
    Annex I thereto, dated as of March 29, 2001 and all other documents or
    agreements executed in connection therewith, or replacement facilities with
    substantially similar terms (including, but not limited to, amounts and
    rates) with financial institutions approved by Buyer.

    "Salomon NCMC Financing Facility" shall mean the Letter Agreement, dated
    December 1, 2000, as may be amended from time to time, by and among Salomon
    Brothers Realty Corp., NCCC and NCMC and all other documents or agreements
    executed in connection therewith, or replacement facilities with
    substantially similar terms (including, but not limited to, amounts and
    rates) with financial institutions approved by Buyer.

    "Salomon REO Financing Facility" shall mean the Master Loan and Security
    Agreement dated as of April 1, 2000, as may be amended from time to time, by
    and between NCMC, NCCC and SBRC, and all other documents or agreements
    executed in connection therewith, or replacement facilities with
    substantially similar terms (including, but not limited to, amounts and
    rates) with financial institutions approved by Buyer.

    "SBRC" shall mean Salomon Brothers Realty Corp., a Delaware corporation.

    "Second Lien Mortgage Loans" shall mean an Eligible Asset secured by a lien
    on the Mortgaged Property, subject to one prior lien on such Mortgaged
    Property.

    "Second Lien Sub-Limit" shall mean an amount equal to the product of 9% and
    the Maximum Amount.

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

    "Seller" shall mean NCCC and NCMC.

    "Seller Asset Schedule" shall have the meaning assigned thereto in the
    Custodial and Disbursement Agreement.

    "Seller-Related Obligations" shall mean any obligations of NCCC or NCMC
    hereunder and under any other arrangement between NCCC, NCMC or an Affiliate
    of NCCC or NCMC on the one hand and Buyer or an Affiliate of Buyer on the
    other hand.

    "Servicer" shall have the meaning specified in Section 24.

    "Servicer Account" shall mean any account established by Servicer in
    connection with the servicing of the Mortgage Loans.

                                      -17-

<PAGE>

    "Servicing Agreement" has the meaning specified in Section 24.

    "Servicing Contract" shall mean a contract or agreement purchased by NCCC or
    NCMC or entered into by NCCC or NCMC for its own account (and not as nominee
    or subservicer), whether now existing or hereafter purchased or entered
    into, pursuant to which NCCC or NCMC services Mortgage Loans or Mortgage
    Loan pools for Persons other than itself or the other Seller.

    "Servicing File" means with respect to each Mortgage Loan, the file retained
    by Seller consisting of originals of all documents in the Mortgage File
    which are not delivered to a Custodian and copies of all documents in the
    Mortgage File set forth in Section 2 of the Custodial and Disbursement
    Agreement.

    "Servicing Records" has the meaning specified in Section 24.

    "Settlement Agent" shall mean, with respect to any Transaction, the entity,
    which may be a title company, escrow company or attorney in accordance with
    local law and practice in the jurisdiction where the related Wet-Ink
    Mortgage Loan is being originated, which funds such Mortgage Loan with
    amounts wired pursuant to the terms of an Existing Financing Facility.

    "Sub-Limit" shall mean any of the Web-Ink Sub-Limit, the Second Lien
    Sub-Limit, the Manufactured Home Sub-Limit, the Condominium and PUD
    Sub-Limit, the Mortgage Loan Sub-Limit, the Jumbo Sub-Limit, the Jumbo(500)
    Sub-Limit, the Jumbo(750) Sub-Limit at any time, and the C/C- Credit
    Sub-Limit.

    "Subordinated Debt" shall mean any Indebtedness of NCCC or NCMC, now
    existing or hereafter created, incurred or arising, which is subordinated in
    right of payment to the payment of all obligations hereunder in a manner and
    to an extent that Buyer has approved in writing prior to the creation of
    such Indebtedness.

    "Subsidiary" shall mean, with respect to any Person, any corporation,
    partnership, limited liability company 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, limited liability company 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 or by such Person and
    one or more Subsidiaries of such Person.

    "Tangible Net Worth" shall mean on any date of determination, the
    consolidated Net Worth of Guarantor, NCCC or NCMC, as applicable, and its
    respective Subsidiaries, minus the consolidated book value of all assets of
    Guarantor, NCCC or NCMC, as applicable, and its respective Subsidiaries (to
    the extent reflected as an asset in the balance sheet of Guarantor, NCCC or
    NCMC, as applicable, or any such Subsidiary at such date) which are treated
    as intangibles under GAAP, including, without limitation,

                                      -18-

<PAGE>

    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 Junior
    Securitization Interests shall not be treated as intangibles for purposes of
    this definition.

    "Term Purchased Asset" shall mean any Purchased Asset for which Buyer and
    Seller shall have agreed that the Repurchase Date is not "open".

    "Termination Date" shall mean the date which is 364 days from the date
    hereof which shall be June 23, 2004 or such earlier date on which this
    Agreement shall terminate in accordance with the provisions hereof or by
    operation of law, as may be extended pursuant to Section 3(n).

    "Total Liabilities" shall mean on any date of determination with respect to
    any Person, the amount, on a consolidated basis, of the liabilities of such
    Person and its respective Subsidiaries, determined in accordance with GAAP,
    minus Subordinated Debt; provided, however, that for any period, the
    aggregate Total Liabilities of any Person during such period maintained in
    accordance with GAAP shall be calculated 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. In the event that
    any liabilities would be excluded from the calculation of Total Liabilities
    but for the existence of recourse, such Person shall be entitled nonetheless
    to exclude the amount of such liabilities that are not subject to recourse.
    The amount of any recourse shall be the stated or determinable amount
    thereof or, if not stated or determinable, the maximum reasonably
    anticipated liability in respect thereof as determined by such Person in
    good faith. Any calculations of Total Liabilities provided pursuant to this
    Agreement shall also separately set forth any liabilities of such Person
    excluded from such calculation pursuant to the proviso in the definition
    thereof.

    "Transaction" has the meaning specified in Section 1.

    "Transaction Request" means a request from Seller to Buyer, in the form
    attached as Exhibit I hereto, to enter into a Transaction, which may be
    delivered via Electronic Transmission.

    "True Sale Certification" shall mean a true sale certification in the form
    of Exhibit VI attached hereto.

    "Trust Receipt" shall mean a trust receipt issued by Custodian to Buyer
    confirming Custodian's possession of certain Mortgage Files which are held
    by Custodian for the benefit of Buyer or the registered holder of such trust
    receipt.

    "UBS Financing Facility" shall mean the Committed Note Purchase Agreement
    dated as of May 10, 2002, as may be amended from time to time, by and
    between New Century Funding I and UBS Real Estate Securities Inc. (formerly
    known as Paine Webber Real Estate Securities Inc.) and all other documents
    or agreements executed in connection therewith, or replacement facilities
    with substantially similar terms (including, but not

                                      -19-

<PAGE>

    limited to, amounts and rates) with financial institutions approved by
    Buyer; provided that the UBS Financing Facility may be terminated or amounts
    available to Seller thereunder may be reduced so long as it is a result of
    the repayment of all amounts due thereunder other than as a result of an
    acceleration or a default.

    "Underwriting Guidelines" shall mean the underwriting guidelines delivered
    by Seller to Buyer on or prior to the Effective Date and as may be modified
    or supplemented from time to time thereafter as approved by Buyer in its
    sole discretion attached hereto as Exhibit II.

    "Uniform Commercial Code" or "UCC" shall mean the Uniform Commercial Code as
    in effect on the date hereof in the State of New York; provided that if by
    reason of mandatory provisions of law, the perfection, the effect of
    perfection or non-perfection and the priority of the security interest in
    any Purchased Items is governed by the Uniform Commercial Code as in effect
    in a jurisdiction other than New York, "Uniform Commercial Code" shall mean
    the Uniform Commercial Code as in effect in such other jurisdiction for
    purposes of the provisions hereof relating to such perfection, effect of
    perfection or non-perfection and the priority.

    "Wet-Ink Mortgage Loan" shall mean an Eligible Asset which is sold to Buyer
    within 6 Business Days of, the origination thereof by Seller, which
    origination is in accordance with the Underwriting Guidelines and is funded
    in part or in whole with cash advanced directly to an escrow agent,
    Settlement Agent, or Warehouse Lender approved by Buyer in its sole
    discretion.

    "Wet-Ink Sub-Limit" shall mean an amount equal to (i) with respect to the
    first five (5) Business Days of each calendar month, the product of 50% and
    the Maximum Amount, (ii) with respect to the last three (3) Business Days of
    each calendar month, the product of 50% and the Maximum Amount and (iii) at
    all other times, the product of 40% and the Maximum Amount.

    "Worth Purchase Agreement" shall mean the mortgage loan purchase agreement,
    dated as of July 1, 2001 between Worth Funding Incorporated and NCMC, as the
    same shall be modified and supplemented and in effect from time to time,
    pursuant to which NCMC buys certain of the Eligible Assets from Worth
    Funding Incorporated.

3.  INITIATION; TERMINATION

    (a)  Conditions Precedent to the Effective Date. The Effective Date hereof
         is subject to the satisfaction, immediately prior to or concurrently
         therewith, of the conditions precedent that Buyer shall have received
         from Seller any fees and expenses payable hereunder (including, without
         limitation, the fee required pursuant to Section 3(p)), and all of the
         following documents, each of which shall be satisfactory in form and
         substance to Buyer and its counsel:

         (1)  Second Amended and Restated Master Repurchase Agreement. This
              Second Amended and Restated Master Repurchase Agreement duly
              completed and executed by the parties thereto. In addition, Seller
              shall

                                      -20-

<PAGE>

              have taken such other action as Buyer shall have requested in
              order to perfect the security interests created pursuant to this
              Agreement;

         (2)  Opinions of Counsel. An opinion or opinions of outside counsel to
              each of NCCC, NCMC and Guarantor, substantially in the form of
              Exhibit III;

         (3)  Organizational Documents. A good standing certificate and
              certified copies of the charter and by-laws (or equivalent
              documents) of each of NCCC, NCMC and Guarantor and of all
              corporate or other authority for NCCC, NCMC or Guarantor, as
              applicable, with respect to the execution, delivery and
              performance of the Repurchase Documents to which it is a party and
              each other document to be delivered by NCCC, NCMC or Guarantor
              from time to time in connection herewith (and Buyer may
              conclusively rely on such certificate until it receives notice in
              writing from NCCC, NCMC or Guarantor, as applicable, to the
              contrary);

         (4)  Underwriting Guidelines. A copy of Seller's current Underwriting
              Guidelines, and any material changes to the Underwriting
              Guidelines made since the Underwriting Guidelines were last
              delivered to Buyer;

         (5)  Servicing Agreement(s). Any Servicing Agreement, certified as a
              true, correct and complete copy of the original;

         (6)  Consents and Waivers. Any and all irrevocable consents and waivers
              required under the Existing Financing Facilities;

         (7)  UCC Amendments and Releases. Any and all amendments or
              terminations of UCC financing statements required by Buyer; and

         (8)  Other Documents. Such other documents as Buyer may reasonably
              request, in form and substance reasonably acceptable to Buyer.

    (b)  Conditions Precedent to all Transactions. Buyer's obligation to enter
         into each Transaction (including the initial Transaction) is subject to
         the satisfaction of the following further conditions precedent, both
         immediately prior to entering into such Transaction and also after
         giving effect to the consummation thereof and the intended use of the
         proceeds of the sale:

         (1)  Seller shall have delivered a Transaction Request via Electronic
              Transmission in accordance with the procedures set forth in
              Section 3(c);

         (2)  no Default or Event of Default shall have occurred and be
              continuing under the Repurchase Documents;

         (3)  after giving effect to the requested Transaction, the aggregate
              outstanding Purchase Price of the Transactions outstanding shall
              not exceed the Maximum Amount;

                                      -21-

<PAGE>

         (4)  both immediately prior to the requested Transaction and also after
              giving effect thereto and to the intended use thereof, the
              representations and warranties made by Seller in Section 10, shall
              be true, correct and complete on and as of such Purchase Date in
              all material respects with the same force and effect as if made on
              and as of such date (or, if any such representation or warranty is
              expressly stated to have been made as of a specific date, as of
              such specific date);

         (5)  after giving effect to the requested Transaction, the aggregate
              outstanding Purchase Price of the Transactions outstanding shall
              not exceed the Asset Value of all the Purchased Assets subject to
              outstanding Transactions;

         (6)  subject to Buyer's right to perform one or more Due Diligence
              Reviews pursuant to Section 28, Buyer shall have completed its due
              diligence review of the Mortgage File for each Purchased Asset,
              and such other documents, records, agreements, instruments,
              mortgaged properties or information relating to such Purchased
              Asset as Buyer in its sole discretion deems appropriate to review
              and such review shall be satisfactory to Buyer in its sole
              discretion;

         (7)  Buyer shall have received from Seller certified copies of any
              Servicing Agreement relating to the Eligible Assets and Buyer
              shall have reviewed and approved each such Servicing Agreement in
              its sole discretion;

         (8)  Buyer shall have received all fees and expenses of counsel to
              Buyer as contemplated by Section 14(b) which amount, at Buyer's
              option, may be withheld from the sale proceeds of any Transaction
              hereunder;

         (9)  Buyer shall have approved, in its sole discretion, all exceptions
              to the Underwriting Guidelines;

         (10) none of the following shall have occurred and/or be continuing:

                   (A)  an event or events shall have occurred in the good
              faith determination of Buyer resulting in the effective absence
              of a "repo market" or comparable "lending market" for financing
              debt obligations secured by mortgage loans or securities or an
              event or events shall have occurred resulting in Buyer not being
              able to finance Purchased Assets through the "repo market" or
              "lending market" with traditional counterparties at rates which
              would have been reasonable prior to the occurrence of such event
              or events; or

                   (B)  an event or events shall have occurred resulting in the
              effective absence of a "securities market" for securities backed
              by mortgage loans or an event or events shall have occurred
              resulting in Buyer not being able to sell securities backed by
              mortgage loans at prices which would have been reasonable prior
              to such event or events; or

                                      -22-

<PAGE>

                   (C)  there shall have occurred a material adverse change in
              the financial condition of Buyer which affects (or can reasonably
              be expected to affect) materially and adversely the ability of
              Buyer to fund its obligations under this Agreement; or

         (11) with respect to each Eligible Asset, Buyer shall have received
              from Custodian on each Purchase Date an Asset Schedule and
              Exception Report or Trust Receipt and Basic Status Report, as
              applicable, dated the Purchase Date, duly completed and with
              exceptions acceptable to Buyer in its sole discretion in respect
              of Eligible Assets to be purchased hereunder on such Business Day;

         (12) Buyer shall have received from Seller a Warehouse Lender's Release
              Letter substantially in the form of Exhibit VII-B hereto (or such
              other form acceptable to Buyer) or a Seller's Release Letter
              substantially in the form of Exhibit VII-A hereto (or such other
              form acceptable to Buyer) covering each Eligible Asset to be sold
              to Buyer;

         (13) The aggregate requested Purchase Price of Eligible Assets that are
              not Wet-Ink Mortgage Loans that Seller has requested Buyer
              purchase pursuant to the Transaction Request is equal to or in
              excess of $10,000,000;

         (14) 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 Buyer has
              made it unlawful, and no Governmental Authority shall have
              asserted that it is unlawful, for Buyer to enter into
              Transactions; and

         (15) The Repurchase Date for such Transaction is not later than the
              Termination Date.

    Each Transaction Request delivered by Seller hereunder shall constitute a
    certification by each of NCCC and NCMC that all the conditions set forth in
    this Section 3(b) have been satisfied (both as of the date of such notice
    or request and as of the date of such purchase).

    Each of NCCC and NCMC hereby request that Buyer, on each Business Day,
    convert each Eligible Asset which is a Wet-Ink Mortgage Loan for which the
    Mortgage File has been received by the Custodian in accordance with the
    Custodial Agreement to a dry Mortgage Loan and this request shall
    constitute a certification by each of NCCC and NCMC that all the conditions
    set forth in this Section 3(b) have been satisfied (both as of the date
    hereof and as of the date of such conversion).

    (c)  Seller shall request a Transaction by delivering to Custodian,
    Disbursement Agent and Buyer via Electronic Transmission a request in the
    form of Exhibit I attached hereto (a "Transaction Request") in accordance
    with the timeframe set forth in Section 3(a) of the Custodial and
    Disbursement Agreement. Such Transaction Request shall describe the

                                      -23-

<PAGE>

    Purchased Assets in a Seller Asset Schedule and set forth (i) the Purchase
    Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing
    Rate applicable to the Transaction, (v) the applicable Purchase Percentages
    and (vi) additional terms or conditions not inconsistent with this
    Agreement. Each such Transaction Request in respect of Eligible Assets that
    are not Wet-Ink Mortgage Loans shall be for an aggregate Purchase Price
    equal to or in excess of $10,000,000.

         On each Purchase Date, Buyer shall forward to Seller a confirmation (a
    "Confirmation") by Electronic Transmission setting forth with respect to
    each Transaction funded on such date, (1) the mortgage loan number, (2) the
    Purchase Price for such Purchased Assets, (3) the Market Value of the
    related Mortgage Loans as of the date of such Confirmation, (4) the
    outstanding principal amount of the related Mortgage Loans, (5) the
    Repurchase Date, (6) the Pricing Rate and (7) the Class designations of such
    Purchased Assets. Buyer shall forward to Seller a revised Confirmation by
    Electronic Transmission notifying Seller as to any changes made by Buyer in
    the Pricing Spread, Purchase Percentage or Reduction Amount pursuant to the
    terms hereof.

         On each date that all the documents set forth in Section 2(a)(i) of the
    Custodial and Disbursement Agreement are received by the Custodian with
    respect to any Wet-Ink Mortgage Loan, and Custodian delivers to Buyer a
    Trust Receipt attaching an Asset Schedule and Exception Report or Basic
    Status Report and Exception Report, as applicable, with respect to such
    Eligible Assets, Buyer shall forward to Seller a new Confirmation by
    Electronic Transmission setting forth the following information, updated to
    reflect the revised Pricing Rate, and, if applicable, Market Value as a
    result of the conversion of such Mortgage Loan, (1) the mortgage loan
    number, (2) the Purchase Price for such Purchased Assets, (3) the Market
    Value of the related Mortgage Loans, (4) the outstanding principal amount of
    the related Mortgage Loans, (5) the Repurchase Date, (6) the Pricing Rate
    and (7) the Class designations of such Purchased Assets.

         In the event Seller disagrees with any terms of the Confirmation,
    Seller shall notify Buyer in writing of such disagreement within one (1)
    Business Day after receipt of such Confirmation unless a corrected
    Confirmation is sent by Buyer. An objection sent by Seller must state
    specifically that it is an objection, must specify the provision(s) being
    objected to by Seller, must set forth such provision(s) in the manner that
    Seller believes they should be stated, and must be received by Buyer no more
    than one (1) Business Day after the Confirmation was received by Seller.

    (d)  Any Confirmation by Buyer shall be deemed to have been received by
         Seller on the date actually received by Seller.

    (e)  Except as set forth in Section 3(c), each Confirmation, together with
         this Agreement, shall constitute conclusive evidence of the terms
         agreed between Buyer and Seller with respect to the Transaction to
         which the Confirmation relates, and Seller's acceptance of the related
         proceeds shall constitute Seller's agreement to the terms of such
         Confirmation. It is the intention of the parties that each Confirmation
         shall not be separate from this Agreement but shall be made a part of
         this Agreement.

                                      -24-

<PAGE>

    (f)  On the Repurchase Date, termination of a Transaction will be effected
         by transfer to Seller or its designee of the Purchased Assets (and any
         Income in respect thereof received by Buyer not previously credited or
         transferred to, or applied to the obligations of, Seller pursuant to
         Section 5) which amount shall be netted against the simultaneous
         receipt of the Repurchase Price by Buyer. To the extent a net amount is
         owed to one party, the other party shall pay such amount to such party.
         Seller is obligated to obtain the Mortgage Files from Buyer or its
         designee (including Custodian) at Seller's expense on the Repurchase
         Date.

    (g)  Subject to the terms and conditions of this Agreement, during the term
         of this Agreement Seller may sell to Buyer, repurchase from Buyer and
         resell to Buyer Eligible Assets hereunder.

    (h)  In no event shall a Transaction be entered into when any Default or
         Event of Default has occurred and is continuing or when the Repurchase
         Date for such Transaction would be later than the Termination Date.

    (i)  With respect to each Eligible Asset that is not a Wet-Ink Mortgage
         Loan, Seller shall deliver to Custodian the Mortgage File pertaining to
         each Eligible Asset to be purchased by Buyer no later than the time set
         forth in the Custodial and Disbursement Agreement.

    (j)  With respect to each Eligible Asset that is not a Wet-Ink Mortgage
         Loan, pursuant to the Custodial and Disbursement Agreement, Custodian
         shall deliver to Buyer and Seller an Asset Schedule and Exception
         Report with respect to the Eligible Assets which Seller has requested
         Buyer purchase on such Purchase Date, and no later than 5 p.m., New
         York City time, on each Purchase Date, Custodian shall deliver to Buyer
         a Trust Receipt in respect of all such Eligible Assets purchased by
         Buyer on such Purchase Date. Subject to the provisions of this Section
         3 and Section 11 of the Custodial and Disbursement Agreement, the
         Purchase Price for each Eligible Asset that is not a Wet-Ink Mortgage
         Loan will be made available to Seller by Disbursement Agent
         transferring, the aggregate amount of such Purchase Price in accordance
         with the Custodial and Disbursement Agreement.

    (k)  With respect to each Eligible Asset that is a Wet-Ink Mortgage Loan,
         Seller shall cause the Settlement Agent to send the Custodian a
         facsimile of the associated Escrow Instruction Letter on each Purchase
         Date. Subject to the provisions of this Section 3 and Section 11 of the
         Custodial and Disbursement Agreement, the Purchase Price for each
         Eligible Asset which is a Wet-Ink Mortgage Loan will then be made
         available to Seller by Disbursement Agent transferring the aggregate
         amount of such Purchase Price in accordance with the Custodial and
         Disbursement Agreement. Seller shall deliver the Mortgage File related
         thereto to Custodian, for receipt by Custodian no later than seven (7)
         Business Days following the Origination Date of such Wet-Ink Mortgage
         Loan.

    (l)  Seller may repurchase any individual Purchased Asset without penalty or
         premium, but subject to the last sentence of this Section 3(l), on any
         date. The

                                      -25-

<PAGE>

         Repurchase Price payable for the repurchase of any such Purchased
         Asset shall be reduced as provided in Section 5(d). If Seller intends
         to make such a repurchase, Seller shall give one (1) Business Day's
         prior written notice thereof to Buyer, designating the Purchased
         Assets to be repurchased. If such notice is given, the amount
         specified in such notice shall be due and payable on the date
         specified therein, and, on receipt, such amount shall be applied to
         the Repurchase Price for the designated Purchased Assets. The amount
         of the original Purchase Price of the Purchased Assets thus
         repurchased shall be available for subsequent Transactions subject to
         the terms of this Agreement. If any Term Purchased Asset is
         repurchased on any date other than the Repurchase Date for such Term
         Purchased Asset, Seller shall pay to Buyer any amount determined by
         Buyer in its sole discretion, exercised in good faith, as necessary to
         compensate Buyer for any additional losses, costs or expenses which it
         may reasonably incur as a result of such repurchase, including,
         without limitation, any loss, cost or expense incurred by reason of
         the liquidation or reemployment of deposits or other funds acquired by
         Buyer to fund or maintain such Transaction.

    (m)  At the request of Seller made at least 90 days, but in no event earlier
         than 360 days, prior to the then current Termination Date, Buyer may in
         its sole discretion extend the Termination Date for a period of 364
         additional days or such other period to be determined by Buyer in its
         sole discretion by giving written notice of such extension to Seller no
         later than sixty (60) days after Buyer's receipt of Seller's request.
         Any failure by Buyer to deliver such notice of extension shall be
         deemed to be Buyer's determination not to extend the then current
         Termination Date.

    (n)  On the Termination Date, including but not limited to a termination
         pursuant to Section 20 or otherwise hereunder, Seller shall pay to
         Buyer the Minimum Pricing Amount. All such payments pursuant to this
         clause (o) shall be made in Dollars, in immediately available funds,
         without deduction, set-off or counterclaim, to Buyer at the account set
         forth in Section 8(a) hereof

    (o)  On any day on which the Margin Base for such Mortgage Loans exceeds the
         aggregate outstanding Purchase Price of all Transactions with respect
         to such Mortgage Loans, so long as no Default or Event of Default has
         occurred and is continuing:

         (1)  Seller may prepare a Request for Additional Transactions for
              Excess Margin in the form of Exhibit IX attached hereto ("Request
              for Additional Transactions for Excess Margin"), (A) specifying
              (i) the increase in Purchase Price for all outstanding
              Transactions and the requested Purchase Date, (ii) the Excess
              Margin with respect to all outstanding Transactions before giving
              effect to the requested Transaction, (iii) the remaining Excess
              Margin after giving effect to the requested Transaction, and (iv)
              the aggregate outstanding Purchase Price of the Transactions after
              giving effect to the requested Transaction, and (B) including a
              certification that, upon the consummation of the additional
              Transactions, the Margin

                                      -26-

<PAGE>

              Base will be equal to or greater than the aggregate outstanding
              Purchase Price of all Transactions, and the excess of the Margin
              Base over the aggregate outstanding Purchase Price, after giving
              effect to the Transaction, shall be the "Excess Margin".

         (2)  Seller shall transmit via Electronic Transmission the Request for
              Additional Transactions for Excess Margin to Disbursement Agent
              and Buyer prior to 12:00 noon, New York City time, on the
              requested Purchase Date. Upon confirming that the Request for
              Additional Transactions for Excess Margin correctly reflects the
              information set forth in Section 3(o)(1) and that, after giving
              effect to the requested Transaction, the amount of the Margin Base
              would be equal to or greater than the aggregate outstanding
              Purchase Prices of all Transactions, Buyer shall cause
              Disbursement Agent to remit the additional Purchase Price in the
              amount set forth in such Request for Additional Transactions for
              Excess Margin and send a revised Confirmation with respect to such
              Purchased Assets. In the event that Buyer's assessment of the
              Margin Base would alter the information set forth in any Request
              for Additional Transactions for Excess Margin, Buyer shall
              promptly notify Seller in writing of such assessment.

         (3)  Buyer shall not be obligated to cause Disbursement Agent to remit
              the additional Purchase Price requested pursuant to a Request for
              Additional Transactions for Excess Margin which (i) Buyer
              reasonably determines is based on erroneous information or would
              result in a Transaction other than in accordance with the terms of
              this Agreement, or (ii) does not reflect Buyer's current
              determination of Market Value as provided in the definition
              thereof.

    (p)  Upon the execution of this Agreement, the Seller shall pay a facility
         fee to the Buyer equal to the product of (x) $570,000,000, and (y) 15
         basis points (0.15%) less amounts paid by Seller to Buyer in respect of
         the facility fee described in Section 2 of the Third Amendment to the
         Amended and Restated Master Repurchase Agreement, dated as of May 10,
         2002.

4.  MARGIN AMOUNT MAINTENANCE

    (a)  If at any time the Margin Base is less than the aggregate Purchase
         Price for all outstanding Transactions (a "Margin Deficit"), then Buyer
         may by notice to Seller (as such notice is more particularly set forth
         below, a "Margin Deficit Notice") require Seller to transfer to Buyer
         or its designee (including Custodian) cash to be applied to reduce the
         Purchase Price with respect to all outstanding Transactions such that
         the aggregate Asset Value of the Purchased Assets will thereupon equal
         or exceed the aggregate Purchase Price for all outstanding
         Transactions. If Buyer delivers a Margin Deficit Notice to Seller on or
         prior to 6 p.m. (New York time) on any Business Day, then Seller shall
         transfer such cash to Buyer no later than 5 p.m. (New York time) the
         following Business Day. In the event Buyer delivers

                                      -27-

<PAGE>

         a Margin Deficit Notice to Seller after 6 p.m. (New York time) on any
         Business Day, then such Margin Deficit Notice shall be deemed to have
         been delivered on the following Business Day and Seller shall be
         required to transfer cash no later than 5 p.m. (New York time) on the
         subsequent Business Day. All cash transferred to Buyer pursuant to
         this Section 4(a) shall be deposited in the account set forth in
         Section 8(a) hereof.

    (b)  Buyer's election, in its sole discretion, not to deliver a Margin
         Deficit Notice at any time there is a Margin Deficit shall not in any
         way limit or impair its right to deliver a Margin Deficit Notice at any
         time a Margin Deficit exists.

5.  INCOME PAYMENTS

    (a)  Where a particular Transaction's term extends over an Income payment
         date on the Purchased Assets subject to that Transaction such Income
         shall be the property of Buyer. Buyer agrees that until a Default or an
         Event of Default has occurred and Buyer otherwise directs as
         contemplated in each Servicer Notice, each Servicer that is not Seller
         shall be permitted to continue to remit Income in accordance with the
         respective Servicing Agreement. In the event that Seller is the
         Servicer of any Mortgage Loans, Buyer agrees that until a Default or an
         Event of Default has occurred, Seller shall be permitted to continue to
         remit or retain Income with respect to such Mortgage Loans in
         accordance with its current existing business practice. Upon notice of
         a Default or an Event of Default to Seller hereunder or to Servicer
         pursuant to a Servicer Notice, Seller shall, and pursuant to the
         Servicer Notice, Servicer shall be required to, deposit promptly all
         Income in a deposit account (the title of which shall indicate that the
         funds therein are being held in trust for Buyer) (the "Collection
         Account") with the Bank and which is subject to the Account Agreement.
         All funds in the Collection Account may be withdrawn by Buyer and
         applied as determined by Buyer. Seller may not give any instruction
         with respect to the Collection Account after a Default or an Event of
         Default.

    (b)  Notwithstanding that Buyer and Seller intend that the Transactions
         hereunder be sales to Buyer of the Purchased Assets, Seller shall pay
         to Buyer the accreted value of the Price Differential (less any amount
         of such Price Differential previously paid by Seller to Buyer) of each
         Transaction through but not including the Payment Calculation Date
         (each such payment, a "Periodic Advance Repurchase Payment") on each
         Payment Date. Buyer shall deliver to Seller, via Electronic
         Transmission, notice of the required Periodic Advance Repurchase
         Payment on or prior to the second Business Day preceding each Payment
         Date. If Seller fails to make all or part of the Periodic Advance
         Repurchase Payment by 5:00 p.m., New York City time, on the Payment
         Date, Seller shall be obligated to pay to Buyer (in addition to, and
         together with, the Periodic Advance Repurchase Payment) interest on the
         unpaid amount of the Periodic Advance Repurchase Payment at a rate per
         annum equal to the Post-Default Rate (the "Late Payment Fee") until the
         overdue Periodic Advance Repurchase Payment is received in full by
         Buyer.

                                      -28-

<PAGE>

    (c)  Seller shall hold or cause to be held for the benefit of, and in trust
         for, Buyer all income, including without limitation all Income received
         by or on behalf of Seller with respect to such Purchased Assets. All
         such Income shall be held in trust for Buyer, shall constitute the
         property of Buyer and shall not be commingled with other property of
         Seller, any affiliate of Seller or the applicable Servicer except as
         expressly permitted above in this Section 5. Funds deposited in the
         Collection Account during any month shall be held therein, in trust for
         Buyer.

    (d)  Buyer shall offset against the Repurchase Price of each such
         Transaction all Income and Periodic Advance Repurchase Payments
         actually received by Buyer for such Transaction pursuant to Sections
         5(a) and 5(b) as of the applicable Repurchase Date, respectively,
         excluding any Late Payment Fees paid pursuant to Section 5(b); it being
         understood that the Late Payment Fees are properties of Buyer that are
         not subject to offset against the Repurchase Price.

6.  REQUIREMENTS OF LAW

    (a)  If any Requirement of Law (other than with respect to any amendment
         made to Buyer's certificate of incorporation and by-laws or other
         organizational or governing documents) or any change in the
         interpretation or application thereof or compliance by Buyer with any
         request or directive (whether or not having the force of law) from any
         central bank or other Governmental Authority made subsequent to the
         date hereof:

         (1)  shall subject Buyer to any tax of any kind whatsoever with respect
              to this Agreement or any Transaction (excluding net income taxes)
              or change the basis of taxation of payments to Buyer in respect
              thereof;

         (2)  shall impose, modify or hold applicable any reserve, special
              deposit, compulsory loan or similar requirement against assets
              held by, deposits or other liabilities in or for the account of,
              advances, or other extensions of credit by, or any other
              acquisition of funds by, any office of Buyer which is not
              otherwise included in the determination of the Eurodollar Rate
              hereunder;

         (3)  shall impose on Buyer any other condition;

         and the result of any of the foregoing is to increase the cost to
    Buyer, by an amount which Buyer deems to be material, of entering,
    continuing or maintaining any Transaction or to reduce any amount due or
    owing hereunder in respect thereof, then, in any such case, Seller shall
    promptly pay Buyer such additional amount or amounts as calculated by Buyer
    in good faith as will compensate Buyer for such increased cost or reduced
    amount receivable.

    (b)  If Buyer shall have determined that the adoption of or any change in
         any Requirement of Law (other than with respect to any amendment made
         to Buyer's certificate of incorporation and by-laws or other
         organizational or governing documents) regarding capital adequacy or in
         the interpretation or application

                                      -29-

<PAGE>

         thereof or compliance by Buyer or any corporation controlling Buyer
         with any request or directive regarding capital adequacy (whether or
         not having the force of law) from any Governmental Authority made
         subsequent to the date hereof shall have the effect of reducing the
         rate of return on Buyer's or such corporation's capital as a
         consequence of its obligations hereunder to a level below that which
         Buyer or such corporation could have achieved but for such adoption,
         change or compliance (taking into consideration Buyer's or such
         corporation's policies with respect to capital adequacy) by an amount
         deemed by Buyer to be material, then from time to time, Seller shall
         promptly pay to Buyer such additional amount or amounts as will
         compensate Buyer for such reduction.

    (c)  Any payments made by Seller to Buyer shall be free and clear of, and
         without deduction or withholding for, any taxes; provided, however,
         that if Seller shall be required by law to deduct or withhold any taxes
         from any sums payable to Buyer, then Seller shall (A) make such
         deductions or withholdings and pay such amounts to the relevant
         authority in accordance with applicable law, (B) pay to Buyer the sum
         that would have been payable had such deduction or withholding not been
         made, and (C) at the time the Price Differential is paid, pay to Buyer
         all additional amounts as specified by Buyer to preserve the after-tax
         yield Buyer would have been received had such tax not been imposed.

    (d)  If Buyer becomes entitled to claim any additional amounts pursuant to
         this Section, (i) it shall promptly notify Seller of the event by
         reason of which it has become so entitled and (ii) at the sole option
         of Buyer, (x) Buyer may terminate this Agreement and Seller shall not
         be required to pay any Termination Fee or (y) this Agreement shall
         continue in full force and effect, but, Seller shall not be required to
         pay any Non-Use Fee with respect to each Test Period during which Buyer
         is entitled to such additional amounts solely under this Section. A
         certificate as to any additional amounts payable pursuant to this
         Section submitted by Buyer to Seller shall be conclusive in the absence
         of manifest error.

7.  SECURITY INTEREST

    (a)  Each of the following items or types of property, whether now owned or
         hereafter acquired, now existing or hereafter created and wherever
         located, is hereinafter referred to as the "Purchased Items": all
         Mortgage Loans, all rights under each Purchase Agreement (but not the
         obligations thereunder), all rights of NCMC under the Worth Purchase
         Agreement with respect to Mortgage Loans originated by Worth Funding
         Incorporated, all Mortgage Files, including without limitation all
         promissory notes, all Servicing Records relating to the Mortgage Loans
         (as defined in Section 24(c)), all Servicing Agreements relating to the
         Mortgage Loans and any other collateral pledged or otherwise relating
         to such Mortgage Loans, together with all files, documents,
         instruments, surveys, certificates, correspondence, appraisals,
         computer programs, computer storage media, accounting records and other
         books and records relating thereto, all mortgage guaranties and
         insurance (issued by governmental agencies or otherwise) and any
         mortgage insurance certificate or other document evidencing such
         mortgage

                                      -30-

<PAGE>

         guaranties or insurance relating to any Mortgage Loan, all servicing
         fees to which such Seller is entitled and servicing and other rights
         relating to the Mortgage Loans, all Servicer Accounts established
         pursuant to any Servicing Agreement and all amounts on deposit therein,
         from time to time, all Purchase Agreements or other agreements or
         contracts relating to, constituting, or otherwise governing, any or all
         of the foregoing to the extent they relate to the Purchased Assets
         including the right to receive principal and interest payments with
         respect to the Purchased Assets and the right to enforce such payments,
         the Collection Account and all monies from time to time on deposit in
         the Collection Account, all "general intangibles", "accounts", "chattel
         paper", "deposit accounts" and "investment property" as defined in the
         Uniform Commercial Code as in effect from time to time relating to or
         constituting any and all of the foregoing, and any and all
         replacements, substitutions, distributions on or proceeds of any and
         all of the foregoing.

    (b)  Buyer and Seller intend that the Transactions hereunder be sales to
         Buyer of the Purchased Assets and not loans from Buyer to Seller
         secured by the Purchased Assets. However, in order to preserve Buyer's
         rights under this Agreement in the event that a court or other forum
         recharacterizes the Transactions hereunder as loans and as security for
         the performance by Seller of all of Seller's obligations to Buyer
         hereunder and the Transactions entered into hereunder ("Repurchase
         Obligations") and the Seller-Related Obligations, each of NCCC and NCMC
         hereby assigns, pledges and grants a security interest in all of its
         right, title and interest in, to and under the Purchased Items and
         Purchased Assets to Buyer to secure the Repurchase Obligations and
         Seller-Related Obligations, including without limitation the repayment
         of all amounts owing to Buyer hereunder. The assignment, pledge and
         grant of security interest contained herein shall be, and each of NCCC
         and NCMC hereby represents and warrants to Buyer that it is, a first
         priority perfected security interest. Each of NCCC and NCMC agrees to
         mark its computer records and tapes to evidence the interests granted
         to Buyer hereunder. All Purchased Items shall secure the payment of all
         obligations of Seller now or hereafter existing under this Agreement,
         including, without limitation, Seller's obligation to repurchase
         Purchased Assets, or if such obligation is so recharacterized as a
         loan, to repay such loan, for the Repurchase Price and to pay any and
         all other amounts owing to Buyer hereunder.

    (c)  Pursuant to the Custodial and Disbursement Agreement, Custodian shall
         hold the Mortgage Files as exclusive bailee and agent for Buyer
         pursuant to the terms of the Custodial and Disbursement Agreement and
         shall deliver to Buyer Trust Receipts each to the effect that Custodian
         has reviewed such Mortgage Files in the manner and to the extent
         required by the Custodial and Disbursement Agreement and identifying
         any deficiencies in such Mortgage Files as so reviewed.

                                      -31-

<PAGE>

8.  PAYMENT, TRANSFER AND CUSTODY

    (a)  Unless otherwise mutually agreed in writing, all transfers of funds to
         be made by Seller hereunder shall be made in Dollars, in immediately
         available funds, without deduction, set-off or counterclaim, to Buyer
         at the following account maintained by Buyer; Account No. GLA 111569,
         account name SER, Bank of New York, ABA No. 021000018, Attn: Eric
         Seyffer, not later than 3 p.m., New York City time, on the date on
         which such payment shall become due (and each such payment made after
         such time shall be deemed to have been made on the next succeeding
         Business Day). Seller acknowledges that it has no rights of withdrawal
         from the foregoing account.

    (b)  On the Purchase Date for each Transaction, ownership of the Purchased
         Assets shall be transferred to Buyer or its designee (including
         Custodian) against the simultaneous transfer of the Purchase Price to
         or on behalf of Seller not later than 6 p.m., New York City time,
         simultaneously with the delivery to Custodian of the Purchased Assets
         relating to each Transaction in accordance with the terms hereof and of
         the Custodial and Disbursement Agreement. Each of NCCC and NCMC hereby
         sells, transfers, conveys and assigns to Buyer or its designee
         (including Custodian) without recourse, but subject to the terms of
         this Agreement, all the right, title and interest of NCCC and NCMC, as
         applicable, in and to the Purchased Assets together with all right,
         title and interest in and to the proceeds of any related Purchased
         Items.

    (c)  In connection with such sale, transfer, conveyance and assignment, on
         or prior to each Purchase Date, Seller shall deliver or cause to be
         delivered and released to Buyer or its designee (including Custodian)
         (i) the Custodial Identification Certificate and (ii) the documents
         identified in the Custodial and Disbursement Agreement.

    (d)  Any Mortgage Files not delivered to Buyer or its designee (including
         Custodian) are and shall be held in trust by Seller or its designee for
         the benefit of Buyer as the owner thereof. Seller or its designee shall
         maintain a copy of the Mortgage File and the originals of the Mortgage
         File not delivered to Buyer or its designee (including Custodian). The
         possession of the Mortgage File by Seller or its designee is at the
         will of Buyer for the sole purpose of servicing the related Purchased
         Asset, and such retention and possession by Seller or its designee is
         in a custodial capacity only. Each Mortgage File retained or held by
         Seller or its designee shall be segregated on Seller's books and
         records from the other assets of Seller or its designee and the books
         and records of Seller or its designee shall be marked appropriately to
         reflect clearly the sale of the related Purchased Asset to Buyer.
         Seller or its designee shall release its custody of the Mortgage File
         only in accordance with written instructions from Buyer, unless such
         release is required as incidental to the servicing of the Purchased
         Assets or is in connection with a repurchase of any Purchased Asset by
         Seller.

                                      -32-

<PAGE>

9.  HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS

    Title to all Purchased Assets and Purchased Items shall pass to Buyer and
    Buyer shall have free and unrestricted use of all Purchased Assets and
    Purchased Items. Nothing in this Agreement shall preclude Buyer from
    engaging in repurchase transactions with the Purchased Assets and Purchased
    Items or otherwise pledging, repledging, transferring, hypothecating, or
    rehypothecating the Purchased Assets and Purchased Items, all on terms that
    Buyer may determine in its sole discretion. Nothing contained in this
    Agreement shall obligate Buyer to segregate any Purchased Assets and
    Purchased Items delivered to Buyer by Seller.

10. SELLER'S REPRESENTATIONS

    Each of NCCC and NCMC represents and warrants to Buyer that as of the
    Purchase Date for the purchase of any Purchased Assets by Buyer from Seller
    and as of the date of this Agreement and any Transaction hereunder and at
    all times while the Repurchase Documents and any Transaction hereunder is in
    full force and effect:

    (a)  Acting as Principal. Seller will engage in such Transactions as
         principal (or, if agreed in writing in advance of any Transaction by
         the other party hereto, as agent for a disclosed principal).

    (b)  Solvency. Neither the Repurchase Documents nor any Transaction
         thereunder are entered into in contemplation of insolvency or with
         intent to hinder, delay or defraud any of Seller's creditors. The
         transfer of the Mortgage Loans subject hereto and the obligation to
         repurchase such Mortgage Loans is not undertaken with the intent to
         hinder, delay or defraud any of Seller's creditors. Seller is not
         insolvent within the meaning of 11 U.S.C. Section 101(32) or any
         successor provision thereof and the transfer and sale of the Mortgage
         Loans pursuant hereto and the obligation to repurchase such Mortgage
         Loan (i) will not cause Seller to become insolvent, (ii) will not
         result in Seller having unreasonably small capital, and (iii) will not
         result in debts that would be beyond Seller's ability to pay as the
         same mature. Seller received reasonably equivalent value in exchange
         for the transfer and sale of the Purchased Assets and Purchased Items
         subject hereto.

    (c)  No Broker. Seller has not dealt with any broker, investment banker,
         agent, or other person, except for Buyer, who may be entitled to any
         commission or compensation in connection with the sale of Purchased
         Assets pursuant to this Agreement.

    (d)  Ability to Perform. Seller does not believe, nor does it have any
         reason or cause to believe, that it cannot perform each and every
         covenant contained in the Repurchase Documents applicable to it to
         which it is a party.

    (e)  No Defaults. No Default or Event of Default has occurred and is
         continuing hereunder.

                                      -33-

<PAGE>

    (f)  Legal Name; Existence. NCMC's exact legal name is, and for the
         immediately preceding four months has been, New Century Mortgage
         Corporation. NCCC's exact legal name is, and for the immediately
         preceding four months has been, NC Capital Corporation. Each of NCCC
         and NCMC (a) is a corporation duly and exclusively organized, validly
         existing and in good standing under the laws of California, (b) has all
         requisite corporate or other power, and has all governmental licenses,
         authorizations, consents and approvals necessary to own its assets and
         carry on its business as now being or as proposed to be conducted,
         except where the lack of such licenses, authorizations, consents and
         approvals would not be reasonably likely to have a Material Adverse
         Effect; and (c) is qualified to do business and is in good standing in
         all other jurisdictions in which the nature of the business conducted
         by it makes such qualification necessary, except where failure so to
         qualify could not be reasonably likely (either individually or in the
         aggregate) to have a Material Adverse Effect.

    (g)  Financial Condition. Seller has heretofore furnished to Buyer a copy of
         (a) its consolidated balance sheet for the fiscal year ended December
         31, 2002, and the related consolidated statements of income and
         retained earnings and of cash flows for Seller and its consolidated
         Subsidiaries for such fiscal year, each audited by and with the
         unqualified opinion thereon of KPMG LLP and (b) its consolidated
         balance sheet for the quarterly fiscal period of Seller as of March 31,
         2003 and its consolidated balance sheet as of May 31, 2003 and the
         related consolidated statements of income and retained earnings and of
         cash flows for Seller and its consolidated Subsidiaries for such
         periods, setting forth in each case in comparative form the figures for
         the previous year. All such financial statements are complete and
         correct and fairly present, in all material respects, the consolidated
         financial position of Seller and its Subsidiaries and the consolidated
         results of their operations as at such dates and for such fiscal
         periods, all in accordance with GAAP applied on a consistent basis.
         Since May 31, 2003, there has been no material adverse change in the
         consolidated business, operations or financial condition of Seller and
         its consolidated Subsidiaries taken as a whole from that set forth in
         said financial statements.

    (h)  Litigation. There are no actions, suits, arbitrations, investigations
         (including, without limitation, any of the foregoing which are pending
         or threatened) or other legal or arbitrable proceedings affecting
         Seller or any of its Subsidiaries or affecting any of the Property of
         any of them before any Governmental Authority which (i) questions or
         challenges the validity or enforceability of the Repurchase Documents
         or any action to be taken in connection with the transactions
         contemplated hereby or (ii) makes a claim or claims, individually or in
         the aggregate in an amount greater than $1,000,000 which if determined
         adversely could have a Material Adverse Effect, or (iii) individually
         or in the aggregate, if adversely determined, could reasonably be
         likely to have a Material Adverse Effect.

    (i)  No Breach. Neither (a) the execution and delivery of the Repurchase
         Documents nor (b) the consummation of the transactions therein
         contemplated to be entered

                                      -34-

<PAGE>

         into by Seller in compliance with the terms and provisions thereof will
         conflict with or result in a breach of the organizational documents of
         NCCC, NCMC or Guarantor, or any applicable law, rule or regulation, or
         any order, writ, injunction or decree of any Governmental Authority, or
         any Servicing Agreement or other material agreement or instrument to
         which NCCC, NCMC, Guarantor or any of their respective Subsidiaries is
         a party or by which any of them or any of their Property is bound or to
         which any of them is subject, or constitute a default under any such
         material agreement or instrument or result in the creation or
         imposition of any Lien (except for the Liens created pursuant to the
         Repurchase Documents) upon any Property of NCCC, NCMC or Guarantor, or
         any of their respective Subsidiaries pursuant to the terms of any such
         agreement or instrument, other than a breach or default for which a
         consent or waiver has been obtained pursuant to Section 3(a)(6).

    (j)  Action. Each of NCCC, NCMC and Guarantor has all necessary corporate or
         other power, authority and legal right to execute, deliver and perform
         its obligations under each of the Repurchase Documents to which it is a
         party, as applicable; the execution, delivery and performance by NCCC,
         NCMC or Guarantor of each of the Repurchase Documents to which it is a
         party have been duly authorized by all necessary corporate or other
         action on its part; and each Repurchase Document to which it is a party
         has been duly and validly executed and delivered by NCCC, NCMC or
         Guarantor, as applicable, and constitutes a legal, valid and binding
         obligation of NCCC, NCMC or Guarantor, as applicable, enforceable
         against NCCC, NCMC or Guarantor, as applicable, in accordance with its
         terms.

    (k)  Approvals. No authorizations, approvals or consents of, and no filings
         or registrations with, any Governmental Authority or any securities
         exchange are necessary for the execution, delivery or performance by
         NCCC, NCMC or Guarantor, as applicable, of the Repurchase Documents to
         which it is a party or for the legality, validity or enforceability
         thereof, except for filings and recordings in respect of the Liens
         created pursuant to the Repurchase Documents.

    (l)  Margin Regulations. Neither any Transaction hereunder, nor the use of
         the proceeds thereof, will violate or be inconsistent with the
         provisions of Regulation T, U or X.

    (m)  Taxes. Each of NCCC, NCMC, Guarantor and their respective Subsidiaries
         have filed all Federal income tax returns and all other material tax
         returns that are required to be filed by them and have paid all taxes
         due pursuant to such returns or pursuant to any assessment received by
         it or any of its Subsidiaries, except for any such taxes as are being
         appropriately contested in good faith by appropriate proceedings
         diligently conducted and with respect to which adequate reserves have
         been provided. The charges, accruals and reserves on the books of NCCC,
         NCMC, Guarantor and their respective Subsidiaries in respect of taxes
         and other governmental charges are, in the opinion of NCCC, NCMC or
         Guarantor, as applicable, adequate.

                                      -35-

<PAGE>

    (n)  Investment Company Act. None of NCCC, NCMC, Guarantor nor any of their
         respective Subsidiaries is an "investment company", or a company
         "controlled" by an "investment company," within the meaning of the
         Investment Company Act of 1940, as amended.

    (o)  Purchased Assets.

         (1)  Neither NCCC nor NCMC has assigned, pledged, or otherwise conveyed
              or encumbered any Mortgage Loan to any other Person (except as
              between any of NCCC, Worth Funding Incorporated and NCMC), and
              immediately prior to the sale of such Mortgage Loan to Buyer, NCCC
              and/or NCMC was the sole legal and beneficial owner of such
              Mortgage Loan and had good and marketable title thereto, free and
              clear of all Liens, in each case except for Liens to be released
              simultaneously with the sale to Buyer hereunder. No Mortgage Loan
              sold to Buyer hereunder was acquired (by purchase or otherwise) by
              NCCC or NCMC from an Affiliate of NCCC or NCMC (except as between
              any of NCCC, Worth Funding Incorporated and NCMC), as applicable
              unless a True Sale Certification has been delivered to Buyer.

         (2)  The provisions of this Agreement are effective to either
              constitute a sale of Purchased Items to Buyer or to create in
              favor of Buyer a valid and fully perfected security interest in
              all right, title and interest of NCCC and NCMC in, to and under
              the Purchased Items.

         (3)  Upon receipt by Custodian of each Mortgage Note, endorsed in blank
              by a duly authorized officer of NCCC or NCMC, as applicable,
              either a purchase shall have been completed by Buyer of each
              Mortgage Note or Buyer shall have a valid and fully perfected
              first priority security interest in the applicable Mortgage Note
              and in such Seller's interest in the related Mortgaged Property.

         (4)  Upon the filing of financing statements on Form UCC-1 naming Buyer
              as "Secured Party", and NCCC and NCMC as "Debtor" and describing
              the Purchased Items, in the jurisdictions and recording offices
              listed on Exhibit IV attached hereto, the security interests
              granted hereunder in the Purchased Items will constitute valid and
              fully perfected first priority security interests under the
              Uniform Commercial Code in all right, title and interest of NCCC
              and NCMC in, to and under such Purchased Items, which can be
              perfected by filing under the Uniform Commercial Code.

         (5)  Upon execution and delivery of the Account Agreement, Buyer shall
              either be the owner of, or have a valid and fully perfected first
              priority security interest in, the investment property and all
              deposit accounts comprising Purchased Items.

                                      -36-

<PAGE>

         (6)  With respect to each Purchased Asset, each of the representations
              and warranties on Schedule 1 is true and correct.

    (p)  Chief Executive Office/Jurisdiction of Organization. On the Effective
         Date, and during the four months immediately preceding the Effective
         Date, each of NCCC and NCMC's chief executive office, is, and has been
         located at 18400 Von Karman, Suite 1000, Irvine, California 92612. On
         the Effective Date, each of NCCC and NCMC's jurisdiction of
         organization is California.

    (q)  Location of Books and Records. The location where each of NCCC and NCMC
         keeps its books and records, including all computer tapes and records
         related to the Purchased Items is its chief executive office.

    (r)  Reserved.

    (s)  Servicing Agreements. Seller has delivered to Buyer all Servicing
         Agreements with respect to the Purchased Mortgage Loans and no default
         or event of default exists thereunder.

    (t)  Existing Financing Facilities. All credit facilities, repurchase
         facilities or substantially similar facilities of Seller which are
         presently in effect are listed under the definition of "Existing
         Financing Facilities", Seller has delivered to Buyer copies of all
         Existing Financing Facilities and no defaults or events of default
         exist thereunder.

    (u)  True and Complete Disclosure. (a) The information, reports, financial
         statements, exhibits and schedules furnished in writing by or on behalf
         of NCCC, NCMC or Guarantor to Buyer in connection with the negotiation,
         preparation or delivery of this Agreement and the other Repurchase
         Documents or included herein or therein or delivered pursuant hereto or
         thereto (other than with respect to the Mortgage Loans), when taken as
         a whole, do not contain any untrue statement of material fact or omit
         to state any material fact necessary to make the statements herein or
         therein, in light of the circumstances under which they were made, not
         misleading. All written information furnished after the date hereof by
         or on behalf of each of NCCC, NCMC and Guarantor to Buyer in connection
         with this Agreement and the other Repurchase Documents and the
         transactions contemplated hereby (other than with respect to the
         Mortgage Loans) and thereby will be true, complete and accurate in
         every material respect, or (in the case of projections) based on
         reasonable estimates, on the date as of which such information is
         stated or certified. There is no fact known to a Responsible Officer of
         either NCCC or NCMC, after due inquiry, that could reasonably be
         expected to have a Material Adverse Effect that has not been disclosed
         herein, in the other Repurchase Documents or in a report, financial
         statement, exhibit, schedule, disclosure letter or other writing
         furnished to Buyer for use in connection with the transactions
         contemplated hereby or thereby.

                                      -37-

<PAGE>

    (v)  ERISA. NCCC, NCMC, Guarantor and any of their respective ERISA
         Affiliates are not and will not be in the future, required to
         contribute to any Plan (including Multiemployer Plans) subject to the
         applicable provisions of ERISA.

    (w)  Worth Purchase Agreement. Each Eligible Asset sold by Seller to Buyer,
         which was originated by Worth Funding Incorporated, was purchased by
         Seller pursuant to the Worth Purchase Agreement.

    (x)  No Reliance. Each of NCMC, NCCC and Guarantor has made its own
         independent decisions to enter into the Repurchase Documents and each
         Transaction and as to whether such Transaction is appropriate and
         proper for it based upon its own judgment and upon advice from such
         advisors (including without limitation, legal counsel and accountants)
         as it has deemed necessary. None of NCMC, NCCC or Guarantor is relying
         upon any advice from Buyer as to any aspect of the Transactions,
         including without limitation, the legal, accounting or tax treatment of
         such Transactions.

    (y)  Compliance with Anti-Money Laundering Laws. Seller has complied with
         all applicable anti-money laundering laws and regulations, including
         without limitation the USA Patriot Act of 2001 (collectively, the
         "Anti-Money Laundering Laws"); Seller has established an adequate
         anti-money laundering compliance program as required by the Anti-Money
         Laundering Laws, has conducted the requisite due diligence in
         connection with the origination of each Mortgage Loan for purposes of
         the Anti-Money Laundering Laws, including with respect to the
         legitimacy of the applicable Mortgagor and the origin of the assets
         used by the said Mortgagor to purchase the property in question, and
         maintains, and will maintain, sufficient information to identify the
         applicable Mortgagor for purposes of the Anti-Money Laundering Laws.

    (z)  Other Security Agreements. Seller has not become bound under Section
         9-203(d) of the UCC by a Security Agreement previously entered into by
         another Person.

11. COVENANTS OF SELLER

    On and as of the date of this Agreement and each Purchase Date and until
    this Agreement is no longer in force with respect to any Transaction, each
    of NCCC and NCMC covenants that it will:

    (a)  Financial Statements. Seller shall deliver to Buyer:

         (1)  as soon as available and in any event within thirty (30) calendar
              days after the end of each calendar month, the unaudited
              consolidated balance sheets of Guarantor, Seller and their
              consolidated Subsidiaries as at the end of such period and the
              related unaudited consolidated statements of income and retained
              earnings and of cash flows for Guarantor, Seller and their
              consolidated Subsidiaries for such period and the portion of the
              fiscal year through the end of such period, accompanied by a
              certificate of a Responsible Officer of Guarantor and Seller, as
              applicable, which

                                      -38-

<PAGE>

              certificate shall state that said consolidated financial
              statements fairly present in all material respects the
              consolidated financial condition and results of operations of
              Guarantor or Seller and its consolidated Subsidiaries, as
              applicable, in accordance with GAAP, consistently applied, as at
              the end of, and for, such period (subject to normal year-end
              adjustments);

         (2)  as soon as available and in any event within ninety (90) days
              after the end of each fiscal year of Guarantor or Seller, the
              consolidated balance sheets of Guarantor and Seller and their
              respective consolidated Subsidiaries as at the end of such fiscal
              year and the related consolidated statements of income and
              retained earnings and of cash flows for Guarantor and Seller and
              their respective consolidated Subsidiaries for such year, setting
              forth in each case in comparative form the figures for the
              previous year, accompanied by an opinion thereon of independent
              certified public accountants of recognized national standing,
              which opinion shall not be qualified as to scope of audit or going
              concern and shall state that said consolidated financial
              statements fairly present the consolidated financial condition and
              results of operations of Guarantor and Seller and their respective
              consolidated Subsidiaries as at the end of, and for, such fiscal
              year in accordance with GAAP, and a certificate of such
              accountants stating that, in making the examination necessary for
              their opinion, they obtained no knowledge, except as specifically
              stated, of any Default or Event of Default;

         (3)  prior to the end of each fiscal year, final annual budgets,
              forecasts and pro-forma cash flow projections developed by
              Guarantor, NCMC and NCCC for their next succeeding fiscal year;

         (4)  as soon as available and in any event within thirty (30) days
              after the end of each fiscal quarter of Seller, management reports
              containing such information with respect to each Junior
              Securitization Interest owned by any of NCCC, NCMC or their
              respective Affiliates, and the related Company Securitization
              Transaction, as Buyer may request, including, without limitation,
              information concerning reserve account balances, cash receipts,
              prepayment and credit loss experience, REO Property inventory
              status and loss projections, and relevant gain on sale
              assumptions;

         (5)  from time to time such other information regarding the financial
              condition, operations, or business of Seller as Buyer may
              reasonably request; and

         (6)  as soon as available and in any event within thirty (30) calendar
              days after the end of each calendar month, the balance sheet and
              statement of profits and losses as at the end of such period for
              Worth Funding Incorporated.

    Seller shall furnish to Buyer, at the time Seller furnishes each set of
    financial statements pursuant to paragraphs (a) and (b) above, a certificate
    of a Responsible Officer of Seller

                                      -39-

<PAGE>

    to the effect that, to the best of such Responsible Officer's knowledge,
    Seller during such fiscal period or year has observed or performed in all
    material respects all of its covenants and other agreements, and satisfied
    every condition, contained in this Agreement and the other Repurchase
    Documents to be observed, performed or satisfied by it, and that such
    Responsible Officer has obtained no knowledge of any Default or Event of
    Default except as specified in such certificate (and, if any Default or
    Event of Default has occurred and is continuing, describing the same in
    reasonable detail and describing the action Seller has taken or proposes to
    take with respect thereto).

    (b)  Litigation. Seller will promptly, and in any event within ten (10) days
         after service of process on any of the following, give to Buyer notice
         of all litigation, actions, suits, arbitrations, investigations
         (including, without limitation, any of the foregoing which are
         threatened or pending) or other legal or arbitrable proceedings
         affecting Seller or any of its Subsidiaries or affecting any of the
         Property of any of them before any Governmental Authority that (i)
         questions or challenges the validity or enforceability of any of the
         Repurchase Documents or any action to be taken in connection with the
         transactions contemplated hereby, (ii) makes a claim or claims
         individually or in the aggregate in an amount greater than $1,000,000
         which if determined adversely could have a Material Adverse Effect, or
         (iii) which, individually or in the aggregate, if adversely determined,
         could be reasonably likely to have a Material Adverse Effect].

    (c)  Existence, etc. Each of NCCC and NCMC shall:

         (1)  preserve and maintain its legal existence and all of its material
              rights, privileges, licenses and franchises necessary for the
              operation of its business (provided that nothing in this Section
              11(c)(1) shall prohibit any transaction expressly permitted under
              Section 11(d));

         (2)  comply with the requirements of all applicable laws, rules,
              regulations and orders of Governmental Authorities (including,
              without limitation, all environmental laws) if failure to comply
              with such requirements could be reasonably likely (either
              individually or in the aggregate) to have a Material Adverse
              Effect;

         (3)  keep adequate records and books of account, in which complete
              entries will be made in accordance with GAAP consistently applied;

         (4)  not move its chief executive office from the address referred to
              in Section 10(p) or change its jurisdiction of organization unless
              it shall have provided Buyer thirty (30) days' prior written
              notice of such change;

         (5)  pay and discharge all taxes, assessments and governmental charges
              or levies imposed on it or on its income or profits or on any of
              its Property prior to the date on which penalties attach thereto,
              except for any such tax, assessment, charge or levy the payment of
              which is being contested in

                                      -40-

<PAGE>

              good faith and by proper proceedings and against which adequate
              reserves are being maintained; and

         (6)  permit representatives of Buyer, upon reasonable notice (unless a
              Default shall have occurred and is continuing, in which case, no
              prior notice shall be required), during normal business hours, to
              examine, copy and make extracts from its books and records, to
              inspect any of its Properties, and to discuss its business and
              affairs with its officers, all to the extent reasonably requested
              by Buyer.

    (d)  Restriction on Fundamental Changes. Guarantor, NCCC and NCMC will not,
         and will not permit any of their Subsidiaries to, engage in any
         business activities or operations substantially different from or
         unrelated to those in which Guarantor, NCCC and NCMC were engaged on
         the Effective Date, enter into any transaction of merger or
         consolidation, or liquidate, wind up or dissolve itself (or suffer any
         liquidation or dissolution), or convey, sell, lease, transfer or
         otherwise dispose of, in one transaction or a series of transactions,
         any of its assets, whether now owned or hereafter acquired, or acquire
         by purchase or otherwise all or substantially all the business or
         Property of, or stock or other evidence of beneficial ownership of, any
         Person, except:

         (1)  Guarantor, NCCC or NCMC may sell or otherwise dispose of property
              in the ordinary course of business, provided such sales do not
              include all or substantially all of the assets of Guarantor, NCCC
              or NCMC;

         (2)  Guarantor and its Subsidiaries other than Seller may engage in any
              business involving the origination, acquisition, servicing or sale
              of consumer Indebtedness; and

         (3)  the Seller may transfer assets with a book value not to exceed an
              amount equal to $10,000,000 at any time to REO Sub, provided that
              Buyer's interest has been released in such assets in accordance
              herewith.

    (e)  Margin Deficit. If at any time there exists a Margin Deficit, Seller
         shall cure same in accordance with Section 4.

    (f)  Notices. Seller shall give notice to Buyer:

         (1)  promptly upon receipt of notice or knowledge of the occurrence of
              any Default or Event of Default;

         (2)  with respect to any Purchased Asset, promptly upon receipt of any
              principal prepayment (in full or partial) of such Purchased Asset;

         (3)  with respect to any Purchased Asset hereunder, promptly upon
              receipt of notice or knowledge that the underlying Mortgaged
              Property has been damaged by waste, fire, earthquake or earth
              movement, flood, tornado or other casualty, or otherwise damaged
              so as to affect adversely the Asset

                                      -41-

<PAGE>

              Value of such Purchased Asset (provided that Seller may satisfy
              its obligations under this clause (3) by causing Servicer to
              notify Buyer of any such damage);

         (4)  promptly upon receipt of notice or knowledge of (i) any material
              default related to any Purchased Item, (ii) any Lien or security
              interest on, or claim asserted against, any Purchased Item or
              (iii) any event or change in circumstances which could reasonably
              be expected to have a Material Adverse Effect;

         (5)  promptly upon any material change in the market value of any or
              all of Seller's assets which could reasonably be expected to have
              a Material Adverse Effect;

         (6)  no later than five Business Days after the end of each such month,
              of all amounts borrowed under the Existing Financing Facilities
              during such month, in the form of a daily tabulation of all such
              amounts borrowed;

         (7)  upon any material amendment to the Existing Financing Facilities,
              any decrease in the gross amount available to be borrowed
              thereunder, or any change in custodian or custodial arrangements
              relating thereto; and

         (8)  promptly upon the occurrence of any default or event of default
              under the Existing Financing Facilities.

    Each notice pursuant to this Section shall be accompanied by a statement of
    a Responsible Officer of Seller setting forth details of the occurrence
    referred to therein and stating what action Seller has taken or proposes to
    take with respect thereto.

    (g)  Reports. Seller shall provide Buyer with a quarterly report, which
         report shall include, among other items, a summary of such Seller's
         delinquency and loss experience with respect to Mortgage Loans serviced
         by Seller, any Servicer or any designee of either, operating statements
         and the occupancy status of such Mortgaged Property and other property
         level information, including internal quality control reports, plus any
         such additional reports as Buyer may reasonably request with respect to
         Seller or any Servicer's servicing portfolio or pending originations of
         Mortgage Loans.

    (h)  Underwriting Guidelines. All Eligible Assets will conform with, and
         will be assigned a Risk Rating in accordance with, the Underwriting
         Guidelines. Seller shall not make any material change in the
         Underwriting Guidelines without the prior written consent of Buyer and
         shall review the Underwriting Guidelines periodically to confirm that
         they are being complied with in all material respects and are adequate
         to meet Seller's business objectives. In the event Seller makes any
         material amendment or modification to the Underwriting Guidelines,
         Seller shall promptly deliver to Buyer a complete copy of the amended
         or modified Underwriting Guidelines. Seller shall deliver to Buyer a
         complete copy of the

                                      -42-

<PAGE>

         then-current Underwriting Guidelines (i) on the 1/st/ day of each Test
         Period and (ii) promptly upon Buyer's request.

    (i)  Affiliate Transactions. Guarantor, NCCC and NCMC will not, and will not
         permit any of their Subsidiaries to, enter into any transaction with an
         Affiliate of Guarantor, NCCC or NCMC, except: (a) transactions in the
         ordinary course of business on terms no less favorable to Guarantor,
         NCCC or NCMC than those that would be obtained in an arm's-length
         transaction; (b) Indebtedness described in Sections 11(s)(5) and
         11(s)(10); (c) guaranties of Indebtedness described in Section 11(k);
         (d) transfers of assets by NCMC to NCCC and REO Sub as described in
         Sections 11(k)(2) and 11(k)(3); and (e) transfers by NCCC and NCCC of
         Junior Securitization Interests to Residual Finance Subsidiaries. In no
         event shall Seller transfer to Buyer hereunder any Mortgage Loan
         acquired by Seller from an Affiliate of Seller (other than each other
         Seller or Worth Funding Incorporated) unless a True Sale Certification
         has been delivered to Buyer prior to such sale.

    (j)  Liens. Guarantor, NCCC and NCMC will not, and will not permit any of
         their Subsidiaries to, directly or indirectly, create, incur, assume or
         permit to exist any Lien with respect to any property now owned or
         hereafter acquired by Guarantor, NCCC or NCMC, or any income or profits
         therefrom, except:

         (1)  [Reserved];

         (2)  Liens in connection with deposits or pledges to secure payment of
              workers' compensation, unemployment insurance, old age pensions or
              other social security obligations, in the ordinary course of
              business of Guarantor, NCCC or NCMC;

         (3)  Liens for taxes, fees, assessments and governmental charges not
              delinquent or which are being contested in good faith by
              appropriate proceedings and for which appropriate reserves have
              been established in accordance with GAAP;

         (4)  encumbrances consisting of zoning regulations, easements, rights
              of way, survey exceptions and other similar restrictions on the
              use of real property and minor irregularities in title thereto
              which do not materially impair their use in the operation of its
              business;

         (5)  Liens on equipment arising under any capitalized lease obligation
              or other purchase money Liens on equipment acquired after the
              Effective Date to secure Indebtedness permitted pursuant to
              Section 11(s)(3);

         (6)  Liens incurred in connection with gestation repurchase agreements
              or similar arrangements, including, without limitation, (i)
              arrangements under which Guarantor or its Subsidiaries are
              required to repurchase Mortgage-backed Securities or Mortgage
              Loans from any lender or other counterparty reasonably
              satisfactory to Buyer, (ii) credit facilities

                                      -43-

<PAGE>

              structured as loan and security agreements; provided, that such
              gestation repurchase agreements or similar arrangements are
              entered into in the ordinary course of business in contemplation
              of the subsequent non-recourse sale of such Mortgage-backed
              Securities or Mortgage Loans, including without limitation, liens
              granted under the Existing Financing Facilities or (iii) similar
              arrangements established for the purpose of financing servicing
              advances;

         (7)  Liens on Junior Securitization Interests which secure Indebtedness
              permitted by Section 11(s)(4);

         (8)  Liens arising under Interest Rate Protection Agreements;

         (9)  a pledge of the stock of REO Sub to SBRC pursuant to the Salomon
              REO Financing Facility; and

         (10) a pledge of the stock of NC Residual II Corporation to Financial
              Securities Assurance Corporation.

    (k)  Guarantees. Guarantor, NCCC and NCMC will not, and will not permit any
         of their Subsidiaries to, directly or indirectly, create or become or
         be liable with respect to any Guarantee, other than:

         (1)  Guarantees by Guarantor of Indebtedness of NCMC OR NCCC secured by
              liens described in Section 11(j)(5), in an amount not to exceed
              $50,000,000;

         (2)  Guarantees by Guarantor of NCMC's or NCCC's obligations relating
              to (i) Indebtedness permitted by Sections 11(s)(4) and 11(s)(7) or
              (ii) the Strategic Alliance Agreement (as defined below) described
              in Section 11(t)(10);

         (3)  Guarantees by NCMC of the obligations of NCCC or Residual Finance
              Subsidiaries in respect of Indebtedness permitted by Sections
              11(s)(4) and 11(s)(7); and

         (4)  the Guaranty.

    (l)  Limitation on Distributions. After the occurrence and during the
         continuation of any Default, neither NCCC nor NCMC shall make any
         payment on account of, or set apart assets for, a sinking or other
         analogous fund for the purchase, redemption, defeasance, retirement or
         other acquisition of any equity or partnership interest of NCCC or
         NCMC, as applicable, 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 NCCC or NCMC, as
         applicable.

                                      -44-

<PAGE>

    (m)  Net Worth. Guarantor will at all times during each fiscal year maintain
         Tangible Net Worth of not less than (a) the greater of (i) $130,000,000
         or (ii) eighty-five percent (85%) of the Tangible Net Worth at the end
         of its most recently completed fiscal year (or, in the case of the
         Tangible Net Worth at the end of any fiscal year, its prior fiscal
         year) plus (b) ninety percent (90%) of capital contributions made
         during such fiscal year plus (c) fifty percent (50%) of positive
         year-to-date net income. NCMC will at all times during each fiscal year
         maintain Tangible Net Worth of not less than (a) the greater of (i)
         $85,000,000 or (ii) eighty-five percent (85%) of the Tangible Net Worth
         at the end of its most recently completed fiscal year (or, in the case
         of the Tangible Net Worth at the end of any fiscal year, its prior
         fiscal year) plus (b) ninety percent (90%) of capital contributions
         made during such fiscal year plus (c) fifty percent (50%) of positive
         year-to-date net income. NCCC will at all times during each fiscal year
         maintain Tangible Net Worth of not less than $1.00.

    (n)  Minimum Liquidity. Seller will not permit the sum of (a) Cash of the
         Guarantor plus (b) the lesser of eighty percent (80%) of the
         receivables related to the sale or transfer of NCMC's or NCCC's
         interest in any Servicing Contract, or $5,000,000, to (i) be less than
         $10,000,000 as of the end of any month or (ii) remain less than
         $10,000,000 for more than ten (10) calendar days after giving effect to
         any mandatory prepayment of principal (or the equivalent) under any
         Residual Financing Agreement.

    (o)  Leverage Ratio. Guarantor will not permit (i) the Quarterly Average
         Leverage Ratio for any period of measurement to be greater than 10.0 to
         1.0, (ii) the Daily Leverage Ratio on any date to be greater than 15.0
         to 1.0, or (iii) the Adjusted Leverage Ratio as of the last day of each
         fiscal quarter to be greater than 12.0 to 1.0. NCMC will not permit the
         Leverage Ratio of NCMC to be greater than 8.0 to 1.0 as of the last day
         of each fiscal quarter of NCMC.

    (p)  Servicer; Servicing Tape. Seller shall provide to Buyer and to
         Disbursement Agent via Electronic Transmission, a remittance report on
         a monthly basis by no later than the 12/th/ day of each month (the
         "Reporting Date") containing servicing information, including without
         limitation those fields reasonably requested by Buyer from time to
         time, on a loan-by-loan basis and in the aggregate, with respect to the
         Purchased Assets serviced hereunder by Seller or any Servicer for the
         month (or any portion thereof) prior to the Reporting Date (such
         remittance report, an "Asset Tape"). Seller shall not cause the
         Mortgage Loans to be serviced by any servicer other than a servicer
         expressly approved in writing by Buyer, which approval shall be deemed
         granted by Buyer with respect to Seller with the execution of this
         Agreement.

    (q)  Required Filings. Seller shall promptly provide Buyer with copies of
         all documents which NCCC, NCMC or any Subsidiary of NCCC or NCMC is
         required to file with the Office of the Comptroller of Currency in
         accordance with its regulations.

                                      -45-

<PAGE>

    (r)  Remittance of Prepayments. Seller shall remit or cause to be remitted
         to Buyer, with sufficient detail via Electronic Transmission to enable
         Buyer to appropriately identify the Mortgage Loan to which any amount
         remitted applies, all full or partial principal prepayments on any
         Purchased Asset that Seller has received on a weekly basis, to be paid
         on Thursday of the next succeeding week (or the next Business Day).

    (s)  Indebtedness. Guarantor, NCCC and NCMC will not, and will not permit
         any of their Subsidiaries to, directly or indirectly, create, incur,
         assume, guarantee, or otherwise become or remain directly or indirectly
         liable with respect to, any Indebtedness, except:

         (1)  The obligations of Seller hereunder and Guarantor under the
              Guaranty;

         (2)  current liabilities not more than ninety (90) days overdue, unless
              contested in good faith by appropriate proceedings and any
              reserves required by GAAP have been established, incurred by
              Guarantor, NCMC or NCCC in the ordinary course of business
              otherwise than for money borrowed;

         (3)  Indebtedness incurred to finance the purchase of equipment and
              secured solely by Liens on such equipment, in an aggregate amount
              not to exceed $50,000,000;

         (4)  Indebtedness incurred to finance all Junior Securitization
              Interests which Indebtedness is secured only by Junior
              Securitization Interests, provided, that such Indebtedness does
              not exceed 50% of the aggregate value of all Junior Securitization
              Interests determined in accordance with GAAP;

         (5)  intercompany Indebtedness of Guarantor to NCCC or NCMC in an
              aggregate amount not to exceed $1,000,000;

         (6)  intercompany Indebtedness of NCCC or NCMC to Guarantor incurred in
              the ordinary course of business;

         (7)  obligations under gestation repurchase agreements or similar
              arrangements of the type described in Section 11(j)(6);

         (8)  Subordinated Debt;

         (9)  Indebtedness incurred by NCCC or NCMC in connection with the
              Salomon REO Financing Facility in an aggregate amount not to
              exceed $50,000,000;

         (10) Indebtedness with respect to each of NCCC and its respective
              subsidiaries in the form of credit lines of no more than
              $5,000,000, in the aggregate, with Bank of America or another
              lender approved by the Buyer in its sole discretion, to the extent
              such credit lines are required by the New York State Banking
              Department Regulations; and

                                      -46-

<PAGE>

         (11) intercompany Indebtedness between NCMC and NCCC incurred in the
              ordinary course of business.

    (t)  Investments. Guarantor, NCMC and NCCC will not, and will not permit any
         of their Subsidiaries to, directly or indirectly, make or own any
         Investment, except Investments in:

         (1)  marketable direct obligations issued 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
              thereof;

         (2)  marketable direct obligations issued by any state of the United
              States of America or any political subdivision of any such state
              or any public instrumentality thereof maturing within one year
              from the date of acquisition thereof and, at the time of
              acquisition, having the highest rating obtainable from either
              Standard & Poor's Ratings Group, a division of McGraw Hill, Inc.,
              or Moody's Investors Service, Inc.;

         (3)  commercial paper maturing no more than one year from the date of
              creation thereof and, at the time of acquisition, having the
              highest rating obtainable from either Standard & Poor's Ratings
              Group, a division of McGraw Hill, Inc., or Moody's Investors
              Service, Inc.;

         (4)  in the case of Guarantor, other consumer debt obligations
              originated or acquired by Guarantor in the ordinary course of
              Guarantor's business, in the case of NCMC, Mortgage Loans
              originated or acquired by NCMC in the ordinary course of NCMC's
              business, and in the case of NCCC, Mortgage Loans acquired from
              NCMC in the ordinary course of NCCC's business;

         (5)  certificates of deposits or bankers acceptances issued by Buyer or
              any other commercial bank organized under the laws of the United
              States or any State thereof and having a combined capital and
              surplus of at least $500,000,000, or by United States offices of
              foreign banks having the highest rating obtainable from a
              nationally recognized rating agency, in each case maturing within
              one year from the date of acquisition thereof;

         (6)  Investments in mutual funds that invest substantially all of their
              assets in Investments of the types described in subsections (1),
              (2), (3) and (5) of this Section 11(t);

         (7)  the capital stock of any Subsidiary (subject to the limitations
              set forth in Sections 11(d) and 11(u);

         (8)  in the case of NCMC and NCCC, loans to Guarantor in an aggregate
              amount not to exceed $1,000,000;

                                      -47-

<PAGE>

         (9)  direct equity investments made by either NCMC or NCCC, to the
              extent no Event of Default or Default has occurred and is
              continuing, or would occur as a result thereof, in or loans to
              Persons in the mortgage origination business, in an aggregate
              amount not to exceed $2,500,000;

         (10) Investments made or to be made by NCMC, in an amount not to exceed
              $1,250,000 in the aggregate, and a guaranty made by Guarantor,
              pursuant to a Strategic Alliance Agreement (the "Strategic
              Alliance Agreement") by and among NCMC, Qualified Financial
              Services, Inc., a Colorado corporation, Qualified Financial
              Services, Inc., a California corporation, Simon Mundy, an
              individual, and David V.V. Thais, an individual;

         (11) Investments arising under Interest Rate Protection Agreements;

         (12) in the case of Guarantor, loans to NCMC and NCCC; and

         (13) intercompany Indebtedness between NCMC and NCCC incurred in the
              ordinary course of business.

    (u)  Subsidiaries. (a) Guarantor will not create or acquire any Subsidiaries
         other than (i) NCCC and NCMC, (ii) the Subsidiaries listed on Schedule
         2 hereto, (iii) Residual Finance Subsidiaries, and (iv) Subsidiaries
         engaged solely in any business involving the origination, acquisition,
         servicing and sale of consumer obligations, and (b) Seller will not
         create or acquire any Subsidiaries other than (i) the Subsidiaries
         listed on Schedule 2 hereto, (ii) Residual Finance Subsidiaries, and
         (iii) Subsidiaries acquired as a result of Investments permitted
         pursuant to Section 11(t)(10).

    (v)  Restricted Payments. Guarantor, NCCC and NCMC will not make any
         Restricted Payments, other than (a) dividends paid by Guarantor on its
         Common Stock not to exceed $0.60 per share in any calendar year, or
         dividends in the form of Common Stock if such dividend is used to
         accomplish a stock split, and (b) repurchases by Guarantor of up to
         4,000,000 shares of its Common Stock on the open market or in
         negotiated transactions; provided, that in each case both before and
         after giving effect to such dividends or repurchases, Guarantor, NCCC
         and NCMC are in compliance with the covenants set forth in Section 11
         of this Agreement and no Event of Default or Default has occurred and
         is continuing.

    (w)  Custodial and Disbursement Agreement and Account Agreement. Seller
         shall maintain each of the Custodial and Disbursement Agreement and
         Account Agreement in full force and effect and shall not amend or
         modify either of the Custodial and Disbursement Agreement or the
         Account Agreement or waive compliance with any provisions thereunder
         without the prior written consent of Buyer.

    (x)  Inconsistent Agreements. Guarantor, NCMC and NCCC will not, and will
         not permit any of their Subsidiaries to, directly or indirectly, enter
         into any agreement containing any provision which would be violated or
         breached by any Transaction

                                      -48-

<PAGE>

         hereunder or by the performance by either of Guarantor, NCCC or NCMC of
         their respective obligations under any Repurchase Document to which it
         is a party.

    (y)  Compliance Report. Seller shall provide Buyer no later than the 30/th/
         day of each month, in a letter format acceptable to Buyer in its sole
         discretion, a compliance report demonstrating therein the calculations
         Seller utilized to determine its compliance with the financial
         covenants set forth in clauses (m), (n) and (o) of this Section 11 as
         of the end of the immediately preceding month.

    (z)  Sub-Limits. Seller shall not sell to Buyer any Eligible Assets if,
         after giving effect to such Transaction, the aggregate principal
         balance of such Purchased Assets are in excess of any applicable
         Sub-Limit.

    (aa) Escrow Imbalances. Seller will, no later than five (5) Business Days
         after learning (from any source) of any material imbalance in any
         escrow account, fully and completely correct and eliminate such
         imbalance including, without limitation, depositing its own funds into
         such account to eliminate any overdrawal or deficit.

    (bb) Independence of Covenants. All covenants hereunder shall be given
         independent effect so that if a particular action or condition is not
         permitted by any of such covenants, the fact that it would be permitted
         by an exception to, or be otherwise within the limitations of, another
         covenant shall not avoid the occurrence of an Event of Default or
         Default if such action is taken or condition exists.

    (cc) Maintenance of Tangible Net Worth. Seller shall have at all times, on a
         consolidated basis, Cash, Cash Equivalents and unused borrowing
         capacity on unencumbered assets that could be drawn against (taking
         into account the economic terms of committed Existing Financing
         Facilities, including, without limitation, any margin or
         overcollateralization requirements) under committed Existing Financing
         Facilities in an amount equal to not less than $80,000,000. Seller
         shall have on the last day of each fiscal quarter, on a consolidated
         basis, Cash and Cash Equivalents in an amount equal to not less than
         $60,000,000

12. EVENTS OF DEFAULT

    If any of the following events (each, an "Event of Default") occur, Seller
    and Buyer shall have the rights set forth in Section 13, as applicable:

    (a)  Seller shall default in the payment of any Repurchase Price due or any
         amount under Section 5 when due (whether at stated maturity, upon
         acceleration or at mandatory or optional prepayment); or

    (b)  Seller shall default in the payment of any other amount payable by it
         hereunder or under any other Repurchase Document after notification by
         Buyer of such default, and such default shall have continued unremedied
         for one (1) Business Day; or

                                      -49-

<PAGE>

    (c)  any representation, warranty or certification made or deemed made
         herein or in any other Repurchase Document by Seller or any certificate
         furnished to Buyer pursuant to the provisions hereof or thereof or any
         information with respect to the Mortgage Loans furnished in writing by
         on behalf of Seller shall prove to have been false or misleading in any
         material respect as of the time made or furnished (other than the
         representations and warranties set forth in Schedule 1, which shall be
         considered solely for the purpose of determining the Asset Value of the
         Purchased Assets, unless (i) Seller shall have made any such
         representations and warranties with actual knowledge that they were
         materially false or misleading at the time made; or (ii) any such
         representations and warranties have been determined in good faith by
         Buyer in its sole discretion to be materially false or misleading on a
         regular basis); or

    (d)  Seller shall fail to comply with the requirements of 11(c), Section
         11(d), Section 11(e), Section 11(f), Section 11(h) (with respect to the
         Eligible Assets as a whole and not with respect to any single Eligible
         Asset) or Sections 11(i) through 11(w); and such default shall continue
         unremedied for a period of 5 Business Days from the earlier of (i) a
         responsible officer of Seller having knowledge of such default and (ii)
         Buyer giving notice to Seller of such default; or except as otherwise
         set forth in Sections 12(a), 12(b), 12(c) and 12(d), Seller shall fail
         to observe or perform any other covenant or agreement contained in this
         Agreement or any other Repurchase Document and such failure to observe
         or perform shall continue unremedied for a period of 10 Business Days
         from the earlier of (i) a responsible officer of Seller having
         knowledge of such default and (ii) Buyer giving notice to Seller of
         such default; or

    (e)  a final judgment or judgments for the payment of money in excess of
         $500,000 in the aggregate shall be rendered against NCCC, NCMC or any
         of their Affiliates by one or more courts, administrative tribunals or
         other bodies having jurisdiction and the same shall not be satisfied,
         discharged (or provision shall not be made for such discharge) or
         bonded, or a stay of execution thereof shall not be procured, within 30
         days from the date of entry thereof; or

    (f)  an Act of Insolvency shall have occurred with respect to NCCC, NCMC or
         any of their Affiliates; or

    (g)  the Custodial and Disbursement Agreement, the Account Agreement or any
         Repurchase Document shall for whatever reason be terminated or cease to
         be in full force and effect, or the enforceability thereof shall be
         contested by NCCC or NCMC; or

    (h)  NCCC or NCMC shall grant, or suffer to exist, any Lien on any Purchased
         Item (except any Lien in favor of Buyer); or either the Purchased Items
         shall not have been sold to Buyer free and clear of any Liens in favor
         of any Person other than Buyer, or the Liens contemplated hereby shall
         cease or fail to be first priority perfected Liens on any Purchased
         Items (but not the related Mortgaged

                                      -50-

<PAGE>

         Properties) in favor of Buyer or shall be Liens in favor of any Person
         other than Buyer; or

    (i)  NCCC, NCMC or any of their Affiliates shall be in default under (i) any
         Indebtedness in an amount equal to $250,000 or more of NCCC or NCMC or
         of such Affiliate which default (1) involves the failure to pay a
         matured obligation, or (2) permits the acceleration of the maturity of
         obligations by any other party to or beneficiary with respect to such
         Indebtedness, (ii) any other contract to which NCCC or NCMC or such
         Affiliate is a party which default (1) involves the failure to pay a
         matured obligation in excess of $250,000, or (2) permits the
         acceleration of the maturity of obligations in excess of $250,000 by
         any other party to or beneficiary of such contract, or (iii) any
         Seller-Related Obligation; or

    (j)  any material adverse change in the Property, business or financial
         condition of NCCC or NCMC or any of their Affiliates shall occur, in
         each case as determined by Buyer in its sole good faith discretion, or
         any other condition shall exist which, in Buyer's sole good faith
         discretion, constitutes a material impairment of Seller's ability to
         perform its obligations under this Agreement or any other Repurchase
         Document; or

    (k)  upon (i) any material adverse change in the terms of or (ii) material
         reduction in amounts available to NCCC, NCMC or their Affiliates under
         any of the Existing Financing Facilities; or

    (l)  upon any event of default or event which, with the passage of time or
         expiration of any grace periods, would constitute an event of default
         under any of the Existing Financing Facilities; or

    (m)  a Change of Control shall have occurred.

13. REMEDIES

    (a)  If an Event of Default occurs, the following rights and remedies are
         available to Buyer; provided, that an Event of Default shall be deemed
         to be continuing unless expressly waived by Buyer in writing.

         (1)  At the option of Buyer, exercised by written notice to Seller
              (which option shall be deemed to have been exercised, even if no
              notice is given, immediately upon the occurrence of an Act of
              Insolvency of Seller), the Repurchase Date for each Transaction
              hereunder, if it has not already occurred, shall be deemed
              immediately to occur. Buyer shall (except upon the occurrence of
              an Act of Insolvency of Seller) give notice to Seller of the
              exercise of such option as promptly as practicable.

         (2)  If Buyer exercises or is deemed to have exercised the option
              referred to in subsection (a)(1) of this Section 13,

                                      -51-

<PAGE>

                   (A)  (i) Seller's obligations in such Transactions to
              repurchase all Purchased Assets, at the Repurchase Price therefor
              on the Repurchase Date, and to pay all other amounts owed by
              Seller hereunder, shall thereupon become immediately due and
              payable, (ii) all Income paid after such exercise or deemed
              exercise shall be retained by Buyer and applied to the aggregate
              unpaid Repurchase Prices and any other amounts owed by Seller
              hereunder, and (iii) Seller shall immediately deliver to Buyer any
              Purchased Assets subject to such Transactions then in NCCC's or
              NCMC's possession or control;

                   (B)  to the extent permitted by applicable law, the
              Repurchase Price with respect to each such Transaction shall be
              increased by the aggregate amount obtained by daily application
              of, on a 360 day per year basis for the actual number of days
              during the period from and including the date of the exercise or
              deemed exercise of such option to but excluding the date of
              payment of the Repurchase Price, (x) the Post-Default Rate to (y)
              the Repurchase Price for such Transaction as of the Repurchase
              Date (decreased as of any day by (i) any amounts actually in the
              possession of Buyer pursuant to clause (C) of this subsection,
              (ii) any proceeds from the sale of Purchased Assets applied to the
              Repurchase Price pursuant to subsection (a)(4) of this Section 13,
              and (iii) any amounts applied to the Repurchase Price pursuant to
              subsection (a)(4) of this Section 13); and

                   (C)  all Income actually received by Buyer pursuant to
              Section 5 (excluding any Late Payment Fees paid pursuant to
              Section 5(b)) shall be applied to the aggregate unpaid Repurchase
              Price owed by Seller.

         (3)  Upon the occurrence of one or more Events of Default, Buyer shall
              have the right to obtain physical possession of the Servicing
              Records (subject to the provisions of the Custodial and
              Disbursement Agreement) and all other files of Seller relating to
              the Purchased Assets and all documents relating to the Purchased
              Assets which are then or may thereafter come in to the possession
              of Seller or any third party acting for Seller and Seller shall
              deliver to Buyer such assignments as Buyer shall request and Buyer
              shall have the right to appoint any Person to act as Servicer for
              the Purchased Assets. Buyer shall be entitled to specific
              performance of all agreements of Seller contained in the
              Repurchase Documents.

         (4)  At any time on the Business Day following notice to Seller (which
              notice may be the notice given under subsection (a)(1) of this
              Section 13), in the event Seller has not repurchased all Purchased
              Assets, Buyer may (A) immediately sell, without demand or further
              notice of any kind, at a public or private sale and at such price
              or prices as Buyer may deem satisfactory any or all Purchased
              Assets subject to such Transactions hereunder and apply the
              proceeds thereof to the aggregate unpaid Repurchase Price and any
              other amounts owing by Seller hereunder or (B) in its sole
              discretion elect, in lieu of selling all or a portion of such
              Purchased Assets, to give

                                      -52-

<PAGE>

              Seller 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 Seller hereunder.
              The proceeds of any disposition of Purchased Assets shall be
              applied first to the costs and expenses incurred by Buyer in
              connection with Seller's default; second to costs of related
              covering and/or related hedging transactions; third to the
              Repurchase Price; and fourth to any other outstanding obligation
              of Seller to Buyer or its Affiliates.

         (5)  Seller agrees that Buyer may obtain an injunction or an order of
              specific performance to compel Seller to fulfill its obligations
              as set forth in Section 24, if Seller fails or refuses to perform
              its obligations as set forth therein.

         (6)  Seller shall be liable to Buyer, payable as and when incurred by
              Buyer, for (A) the amount of all actual out-of-pocket expenses,
              including legal or other expenses incurred by Buyer in connection
              with or as a consequence of an Event of Default, and (B) all costs
              incurred in connection with hedging or covering transactions.

         (7)  Buyer shall have, in addition to its rights hereunder, any rights
              otherwise available to it under any other agreement or applicable
              law.

    (b)  Buyer may exercise one or more of the remedies available to Buyer
         immediately upon the occurrence of an Event of Default and, except to
         the extent provided in subsections (a)(1) and (4) of this Section 13,
         at any time thereafter without notice to Seller. All rights and
         remedies arising under this Agreement as amended from time to time
         hereunder are cumulative and not exclusive of any other rights or
         remedies which Buyer may have.

    (c)  Buyer may enforce its rights and remedies hereunder without prior
         judicial process or hearing, and Seller hereby expressly waives any
         defenses Seller might otherwise have to require Buyer to enforce its
         rights by judicial process. Seller also waives any defense (other than
         a defense of payment or performance) Seller might otherwise have
         arising from the use of nonjudicial process, enforcement and sale of
         all or any portion of the Purchased Items, or from any other election
         of remedies. Seller recognizes 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.

    (d)  To the extent permitted by applicable law, Seller shall be liable to
         Buyer for interest on any amounts owing by Seller hereunder, from the
         date Seller becomes liable for such amounts hereunder until such
         amounts are (i) paid in full by Seller or (ii) satisfied in full by the
         exercise of Buyer's rights hereunder. Interest on any sum payable by
         Seller to Buyer under this paragraph 13(d) shall be at a rate equal to
         the Post-Default Rate.

                                      -53-

<PAGE>

14. INDEMNIFICATION AND EXPENSES

    (a)  NCCC and NCMC, jointly and severally, agree to hold Buyer and its
         Affiliates and their present and former respective officers, directors,
         employees, agents, advisors and other representatives (each an
         "Indemnified Party") harmless from and indemnify any Indemnified Party
         against all liabilities, losses, damages, judgments, costs and expenses
         of any kind which may be imposed on, incurred by or asserted against
         such Indemnified Party (including counsel's fees and disbursements)
         (collectively, "Costs"), relating to or arising out of this Agreement,
         any other Repurchase Document or any transaction contemplated hereby or
         thereby, or any amendment, supplement or modification of, or any waiver
         or consent under or in respect of, this Agreement, any other Repurchase
         Document or any transaction contemplated hereby or thereby, that, in
         each case, results from anything other than the Indemnified Party's
         gross negligence or willful misconduct. Without limiting the generality
         of the foregoing, each of NCCC and NCMC, jointly and severally, agrees
         to hold any Indemnified Party harmless from and indemnify such
         Indemnified Party against all Costs with respect to all Mortgage Loans
         relating to or arising out of any violation or alleged violation of any
         environmental law, rule or regulation or any consumer credit laws,
         including without limitation the federal Truth in Lending Act and/or
         the federal Real Estate Settlement Procedures Act, that, in each case,
         results from anything other than the Indemnified Party's gross
         negligence or willful misconduct. In any suit, proceeding or action
         brought by an Indemnified Party in connection with any Mortgage Loan
         for any sum owing thereunder, or to enforce any provisions of any
         Mortgage Loan, each of NCCC and NCMC, jointly and severally, will save,
         indemnify and hold such Indemnified Party harmless from and against all
         expense, loss or damage suffered by reason of any defense, set-off,
         counterclaim, recoupment or reduction or liability whatsoever of the
         account debtor or obligor thereunder, arising out of a breach by NCCC
         or NCMC of any obligation thereunder or arising out of any other
         agreement, indebtedness or liability at any time owing to or in favor
         of such account debtor or obligor or its successors from NCCC or NCMC.
         Each of NCCC and NCMC, jointly and severally, also agrees to reimburse
         an Indemnified Party as and when billed by such Indemnified Party for
         all the Indemnified Party's costs and expenses incurred in connection
         with the enforcement or the preservation of Buyer's rights under this
         Agreement, any other Repurchase Document or any transaction
         contemplated hereby or thereby, including without limitation the fees
         and disbursements of its counsel.

    (b)  Seller agrees to pay as and when billed by Buyer all of the
         out-of-pocket costs and expenses (including legal fees) incurred by
         Buyer in connection with the development, preparation and execution of,
         and any amendment, supplement or modification to, this Agreement, any
         other Repurchase Document or any other documents prepared in connection
         herewith or therewith. Seller agrees to pay as and when billed by Buyer
         all of the out-of-pocket costs and expenses incurred in connection with
         the consummation and administration of the transactions contemplated
         hereby and thereby including without limitation all fees,

                                      -54-

<PAGE>

         disbursements and expenses of counsel to Buyer which amount shall be
         deducted from the Purchase Price paid for the first Transaction
         hereunder. Subject to the limitations set forth in Section 26, Seller
         agrees to pay Buyer all the out of pocket due diligence, inspection,
         appraisals, testing and review costs and expenses incurred by Buyer
         with respect to Mortgage Loans submitted by Seller for purchase under
         this Agreement, including, but not limited to, those out of pocket
         costs and expenses incurred by Buyer pursuant to Sections 24 and 26.

15. RECORDING OF COMMUNICATIONS

    Buyer and Seller shall have the right (but not the obligation) from time to
    time to make or cause to be made tape recordings of communications between
    its employees and those of the other party with respect to Transactions upon
    notice to the other party of such recording. Buyer and Seller consent to the
    admissibility of such tape recordings in any court, arbitration, or other
    proceedings. The parties agree that a duly authenticated transcript of such
    a tape recording shall be deemed to be a writing conclusively evidencing the
    parties' agreement.

16. SINGLE AGREEMENT

    Buyer and Seller 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 that each has been entered into in
    consideration of the other Transactions. Accordingly, each of Buyer and
    Seller agrees (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, (ii) that each of them shall be entitled to set off claims and
    apply property held by them in respect of any Transaction against
    obligations owing to them in respect of any other Transaction hereunder;
    (iii) that payments, deliveries, and other transfers made by either 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 Transactions hereunder, and the obligations to make any such payments,
    deliveries, and other transfers may be applied against each other and netted
    and (iv) to promptly provide notice to the other after any such set off or
    application.

17. NOTICES AND OTHER COMMUNICATIONS

    Except as otherwise expressly permitted by this Agreement, all notices,
    requests and other communications provided for herein and under the
    Custodial and Disbursement Agreement (including without limitation any
    modifications of, or waivers, requests or consents under, this Agreement)
    shall be given or made in writing (including without limitation by email,
    telex or telecopy) delivered to the intended recipient at the "Address for
    Notices" specified below its name on the signature pages hereof or thereof);
    or, as to any party, at such other address as shall be designated by such
    party in a written notice to each other party. Except as otherwise provided
    in this Agreement and except for notices given under Section 3 (which shall
    be effective only on receipt), all such communications

                                      -55-

<PAGE>

    shall be deemed to have been duly given when transmitted by telecopy or
    personally delivered or, in the case of a mailed notice, upon receipt.

18. ENTIRE AGREEMENT; SEVERABILITY

    This Agreement together with the other Repurchase Documents constitute the
    entire understanding between Buyer and Seller with respect to the subject
    matter it covers and shall supersede any existing agreements between the
    parties containing general terms and conditions for repurchase transactions
    involving Purchased Assets. By acceptance of this Agreement, Buyer and
    Seller acknowledge that they have not made, and are not relying upon, any
    statements, representations, promises or undertakings not contained in this
    Agreement. Each provision and agreement herein shall be treated as separate
    and independent from any other provision or agreement herein and shall be
    enforceable notwithstanding the unenforceability of any such other provision
    or agreement.

19. NON-ASSIGNABILITY

    The rights and obligations of the parties under this Agreement and under any
    Transaction shall not be assigned by NCCC or NCMC without the prior written
    consent of Buyer, and any attempted assignment without such consent shall be
    null and void. Subject to the foregoing, this Agreement and any Transactions
    shall be binding upon and shall inure to the benefit of the parties and
    their respective successors and assigns. Nothing in this Agreement express
    or implied, shall give to any person, other than the parties to this
    Agreement and their successors hereunder, any benefit of any legal or
    equitable right, power, remedy or claim under this Agreement.

20. TERMINABILITY

    Except as set forth below, this Agreement may be terminated (a) by Seller
    upon giving written notice to Buyer and payment of the Minimum Pricing
    Amount pursuant to Section 3(p) and (b) by Buyer upon the occurrence of any
    event set forth in Section 3(b)(10) except that this Agreement shall,
    notwithstanding such notice, remain applicable to any Transaction then
    outstanding; provided that the Repurchase Date for any such Transaction
    outstanding shall be the earlier to occur of the original Repurchase Date
    pursuant to the applicable Confirmation and (ii) 20 days from the date of
    such notice of termination. Each representation and warranty made or deemed
    to be made by entering into a Transaction, herein or pursuant hereto shall
    survive the making of such representation and warranty, and Buyer shall not
    be deemed to have waived any Default that may arise because any such
    representation or warranty shall have proved to be false or misleading,
    notwithstanding that Buyer may have had notice or knowledge or reason to
    believe that such representation or warranty was false or misleading at the
    time the Transaction was made. Notwithstanding any such termination or the
    occurrence of an Event of Default, all of the representations and warranties
    and covenants hereunder shall continue and survive. The obligations of
    Seller under Section 14 shall survive the termination of this Agreement.

                                      -56-

<PAGE>

21. GOVERNING LAW

    THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
    OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES.

22. SUBMISSION TO JURISDICTION; WAIVERS

    EACH OF BUYER, NCCC AND NCMC HEREBY IRREVOCABLY AND UNCONDITIONALLY:

    (A)  SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING
    RELATING TO THIS AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS, OR FOR
    RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE
    NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
    SITTING IN THE BOROUGH OF MANHATTAN, THE FEDERAL COURTS OF THE UNITED STATES
    OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM
    ANY THEREOF;

    (B)  CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH
    COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY
    NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY
    SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT
    COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

    (C)  AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE
    EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY
    SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET
    FORTH UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH BUYER
    SHALL HAVE BEEN NOTIFIED;

    (D)  AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF
    PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE
    IN ANY OTHER JURISDICTION; AND

    (E)  WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
    RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
    THIS AGREEMENT, ANY OTHER REPURCHASE DOCUMENT OR THE TRANSACTIONS
    CONTEMPLATED HEREBY OR THEREBY.

                                      -57-

<PAGE>

23. NO WAIVERS, ETC.

    No failure on the part of Buyer or Seller to exercise and no delay in
    exercising, and no course of dealing with respect to, any right, power or
    privilege under any Repurchase Document shall operate as a waiver thereof,
    nor shall any single or partial exercise of any right, power or privilege
    under any Repurchase Document preclude any other or further exercise thereof
    or the exercise of any other right, power or privilege. The remedies
    provided herein are cumulative and not exclusive of any remedies provided by
    law. An Event of Default shall be deemed to be continuing unless expressly
    waived by Buyer in writing.

24. SERVICING

    (a)  Each of NCCC and NCMC covenants to maintain or cause the servicing of
         the Mortgage Loans to be maintained in conformity with accepted and
         prudent servicing practices in the industry for the same type of
         mortgage loans as the Mortgage Loans and in a manner at least equal in
         quality to the servicing Seller provides for mortgage loans which it
         owns. In the event that the preceding language is interpreted as
         constituting one or more servicing contracts, each such servicing
         contract shall terminate automatically upon the earliest of (i) an
         Event of Default, (ii) the date on which this Agreement terminates or
         (iii) the transfer of servicing approved by Buyer.

    (b)  If the Mortgage Loans are serviced by Seller, Seller agrees that Buyer
         is the owner of all servicing records, including but not limited to any
         and all servicing agreements, files, documents, records, data bases,
         computer tapes, copies of computer tapes, proof of insurance coverage,
         insurance policies, appraisals, other closing documentation, payment
         history records, and any other records relating to or evidencing the
         servicing of the Mortgage Loans (the "Servicing Records"). Seller
         covenants to safeguard such Servicing Records and to deliver them
         promptly to Buyer or its designee (including Custodian) at Buyer's
         request.

    (c)  If the Mortgage Loans are serviced by a person other than Seller (such
         third party the "Servicer"), Seller (i) shall, in accordance with
         Section (3)(b)(7), provide a copy of the servicing agreement to Buyer,
         which shall be in form and substance acceptable to Buyer (the
         "Servicing Agreement"), and shall provide a Servicer Notice to Buyer
         substantially in the form of Exhibit VII hereto, fully executed by
         Seller and the Servicer; and (ii) hereby irrevocably assigns to Buyer
         and Buyer's successors and assigns all right, title and interest of
         Seller in, to and under, and the benefits of, any Servicing Agreement
         with respect to the Mortgage Loans. Seller agrees that no Person shall
         assume the servicing obligations with respect to the Mortgage Loans as
         successor to the Servicer unless such successor is approved in writing
         by Buyer prior to such assumption of servicing obligations.

    (d)  If the servicer of the Mortgage Loans is Seller, upon the occurrence of
         an Event of Default, Buyer shall have the right to terminate the Seller
         as servicer of the Mortgage Loans and transfer servicing to Buyer's
         designated Servicer, at no cost

                                      -58-

<PAGE>

         or expense to Buyer, at any time thereafter. If the Servicer of the
         Mortgage Loans is not Seller, Buyer shall have the right, as
         contemplated in the applicable Servicer Notice, upon the occurrence of
         an Event of Default, to terminate any applicable Servicing Agreement
         and transfer servicing to Buyer's designated Servicer, at no cost or
         expense to Buyer, it being agreed that Seller will pay any and all fees
         required to terminate such Servicing Agreement and to effectuate the
         transfer of servicing to Buyer's designated Servicer, as well as any
         servicing fees and expenses payable to such Servicer.

    (e)  After the Purchase Date, until the repurchase of any Mortgage Loan,
         Seller will have no right to modify or alter the terms of such Mortgage
         Loan and Seller will have no obligation or right to repossess such
         Mortgage Loan or substitute another Mortgage Loan, in each case except
         as provided in the Custodial and Disbursement Agreement.

    (f)  In the event Seller or its Affiliate is servicing the Mortgage Loans,
         Seller shall permit Buyer to inspect Seller's or its Affiliate's
         servicing facilities, as the case may be, for the purpose of satisfying
         Buyer that Seller or its Affiliate, as the case may be, has the ability
         to service the Mortgage Loans as provided in this Agreement.

25. INTENT

    (a)  The parties 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 (except insofar as the type of Purchased Assets
         subject to such Transaction or the term of such Transaction would
         render such definition inapplicable), and a "securities contract" as
         that term is defined in Section 741 of Title 11 of the United States
         Code, as amended (except insofar as the type of Purchased Assets
         subject to such Transaction would render such definition inapplicable).

    (b)  It is understood that either party's right to liquidate Purchased
         Assets delivered to it in connection with Transactions hereunder or to
         exercise any other remedies pursuant to Section 16 hereof is a
         contractual right to liquidate such Transaction as described in
         Sections 555 and 559 of Title 11 of the United States Code, as amended.

    (c)  The parties agree and acknowledge that if a party hereto is an "insured
         depository institution," as such term is defined in the Federal Deposit
         Insurance Act, as amended ("FDIA"), then each Transaction hereunder is
         a "qualified financial contract," as that term is defined in FDIA and
         any rules, orders or policy statements thereunder (except insofar as
         the type of Purchased Assets subject to such Transaction would render
         such definition inapplicable).

    (d)  It is understood that this Agreement constitutes a "netting contract"
         as defined in and subject to Title IV of the Federal Deposit Insurance
         Corporation Improvement Act of 1991 ("FDICIA") and each payment
         entitlement and

                                      -59-

<PAGE>

         payment obligation under any Transaction hereunder shall constitute a
         "covered contractual payment entitlement" or "covered contractual
         payment obligation", respectively, as defined in and subject to FDICIA
         (except insofar as one or both of the parties is not a "financial
         institution" as that term is defined in FDICIA or regulations
         promulgated thereunder).

26. BUYER'S REPRESENTATIONS

         Buyer represents and warrants to Seller that as of the Effective Date
and as of the Repurchase Date for the repurchase of any Purchased Assets by
Seller from Buyer hereunder:

    (a)  Action. Buyer has all necessary corporate or other power, authority and
         legal right to execute, deliver and perform its obligations under each
         of the Repurchase Documents to which it is a party; the execution,
         delivery and performance by Buyer of each of the Repurchase Documents
         to which it is a party have been duly authorized by all necessary
         corporate or other action on its part; and each Repurchase Document to
         which it is a party has been duly and validly executed and delivered by
         Buyer, and constitutes a legal, valid and binding obligation of Buyer,
         enforceable against Buyer, in accordance with its terms.

    (b)  Approvals. No authorizations, approvals or consents of, and no filings
         or registrations with, any Governmental Authority or any securities
         exchange are necessary for the execution, delivery or performance by
         Buyer, of the Repurchase Documents to which it is a party or for the
         legality, validity or enforceability thereof, except for filings and
         recordings in respect of the Liens created pursuant to the Repurchase
         Documents.

    (c)  No Breach. Neither (a) the execution and delivery of the Repurchase
         Documents nor (b) the consummation of the transactions therein
         contemplated to be entered into by Buyer in compliance with the terms
         and provisions thereof will conflict with or result in a breach of the
         organizational documents of Buyer, or any applicable law, rule or
         regulation, or any order, writ, injunction or decree of any
         Governmental Authority or other material agreement or instrument to
         which Buyer or any of its Subsidiaries is a party or by which Buyer or
         any of its Property is bound or to which Buyer is subject, or
         constitute a default under any such material agreement or instrument or
         result in the creation or imposition of any Lien upon any Property of
         Buyer, or any of its respective Subsidiaries pursuant to the terms of
         any such agreement or instrument.

    (d)  Purchased Assets. Immediately prior to the repurchase of any Purchased
         Assets by Seller, Buyer was the sole owner of such Purchased Assets and
         had good and marketable title thereto, free and clear of all Liens, in
         each case except for Liens to be released simultaneously with the
         repurchase by Seller hereunder.

                                      -60-

<PAGE>

27. NETTING

    If Buyer and Seller are "financial institutions" as now or hereinafter
    defined in Section 4402 of Title 12 of the United States Code ("Section
    4402") and any rules or regulations promulgated thereunder,

    (a)  All amounts to be paid or advanced by one party to or on behalf of the
         other under this Agreement or any Transaction hereunder shall be deemed
         to be "payment obligations" and all amounts to be received by or on
         behalf of one party from the other under this Agreement or any
         Transaction hereunder shall be deemed to be "payment entitlements"
         within the meaning of Section 4402, and this Agreement shall be deemed
         to be a "netting contract" as defined in Section 4402.

    (b)  The payment obligations and the payment entitlements of the parties
         hereto pursuant to this Agreement and any Transaction hereunder shall
         be netted as follows. In the event that either party (the "Defaulting
         Party") shall fail to honor any payment obligation under this Agreement
         or any Transaction hereunder, the other party (the "Nondefaulting
         Party") shall be entitled to reduce the amount of any payment to be
         made by the Nondefaulting Party to the Defaulting Party by the amount
         of the payment obligation that the Defaulting Party failed to honor.

28. PERIODIC DUE DILIGENCE REVIEW

    Seller acknowledges that Buyer has the right to perform continuing due
    diligence reviews with respect to the Mortgage Loans, for purposes of
    verifying compliance with the representations, warranties and specifications
    made hereunder, or otherwise, and Seller agrees that upon reasonable (but no
    less than one (1) Business Day's) prior notice unless an Event of Default
    shall have occurred, in which case no notice is required, to Seller, Buyer
    or its authorized representatives will be permitted during normal business
    hours to examine, inspect, and make copies and extracts of, the Mortgage
    Files and any and all documents, records, agreements, instruments or
    information relating to such Mortgage Loans in the possession or under the
    control of Seller and/or Custodian. Seller also shall make available to
    Buyer a knowledgeable financial or accounting officer for the purpose of
    answering questions respecting the Mortgage Files and the Mortgage Loans.
    Without limiting the generality of the foregoing, Seller acknowledges that
    Buyer may purchase Mortgage Loans from Seller based solely upon the
    information provided by Seller to Buyer in the Seller Asset Schedule and the
    representations, warranties and covenants contained herein, and that 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 Mortgage Loans purchased in a
    Transaction, including without limitation ordering new credit reports and
    new appraisals on the related Mortgaged Properties and otherwise
    re-generating the information used to originate such Mortgage Loan. Buyer
    may underwrite such Mortgage Loans itself or engage a mutually agreed upon
    third party underwriter to perform such underwriting. Seller agrees to
    cooperate with Buyer and any third party underwriter in connection with such
    underwriting, including, but not limited to, providing Buyer and any third
    party underwriter with access to any and all documents, records, agreements,
    instruments or information relating to such Mortgage Loans in the

                                      -61-

<PAGE>

    possession, or under the control, of Seller. Buyer shall pay all
    out-of-pocket costs and expenses incurred by Buyer in connection with
    Buyer's activities pursuant to this Section 28 ("Due Diligence Costs");
    provided that, (i) in the event that a Default or an Event of Default shall
    have occurred or (ii) in the event that Buyer shall determine the need to
    confirm compliance with local, state or federal laws concerning the
    regulation of predatory lending practices, Seller shall reimburse Buyer for
    all Due Diligence Costs for any and all reasonable out-of-pocket costs and
    expenses incurred by Buyer in connection with Buyer's activities pursuant to
    this Section 28.

29. BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT

    (a)  Each of NCCC and NCMC hereby irrevocably constitutes and appoints 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 Seller and in the name of Seller or
         in its own name, from time to time in Buyer's discretion, for the
         purpose of carrying out the terms of this 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 Agreement, and, without limiting the
         generality of the foregoing, Seller hereby gives Buyer the power and
         right, on behalf of Seller, without assent by, but with notice to,
         Seller, to do the following:

         (1)  in the name of 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
              under any mortgage insurance with respect to a Purchased Item or
              with respect to any other Purchased Items 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 Buyer for the purpose of
              collecting any and all such moneys due under any such mortgage
              insurance with respect to a Purchased Item or with respect to any
              other Purchased Items whenever payable;

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

         (3)  (A) to direct any party liable for any payment under any Purchased
              Items to make payment of any and all moneys due or to become due
              thereunder directly to Buyer or as 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 Items; (C)
              to sign and endorse any invoices, assignments, verifications,
              notices and other documents in connection with any Purchased
              Items; (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 Items or any proceeds
              thereof and to enforce any other right in respect of any Purchased
              Items; (E) to defend any suit, action or proceeding brought
              against Seller with respect to any Purchased

                                      -62-

<PAGE>

              Items; (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 Buyer may deem
              appropriate; and (G) generally, to sell, transfer, pledge and make
              any agreement with respect to or otherwise deal with any Purchased
              Items as fully and completely as though Buyer were the absolute
              owner thereof for all purposes, and to do, at Buyer's option and
              Seller's expense, at any time, and from time to time, all acts and
              things which Buyer deems necessary to protect, preserve or realize
              upon the Purchased Items and Buyer's Liens thereon and to effect
              the intent of this Agreement, all as fully and effectively as such
              Seller might do;

         (4)  after a Default or an Event of Default, to direct the actions of
              Custodian with respect to the Purchased Items under the Custodial
              and Disbursement Agreement; and

         (5)  to execute, from time to time, in connection with any sale
              provided for in Section 13, any endorsements, assignments or other
              instruments of conveyance or transfer with respect to the
              Purchased Items.

    Each of NCCC and NCMC 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. Until the occurrence of a
    Default or Event of Default, Buyer shall not direct a Servicer in its
    servicing of the Purchased Assets or commence any servicing actions with
    respect to the Mortgage Loans pursuant to this Section 28(a). Neither Buyer
    nor any of its officers, directors, employers or agents shall be responsible
    to Seller for any failure to act hereunder prior to a Default or Event of
    Default.

    (b)  The powers conferred on Buyer hereunder are solely to protect Buyer's
         interests in the Purchased Items and Purchased Assets and shall not
         impose any duty upon it to exercise any such powers. 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 Seller for any
         act or failure to act hereunder, except for its or their own gross
         negligence or willful misconduct.

30. MISCELLANEOUS

    (a)  If there is any conflict between the terms of this Agreement or any
         Transaction entered into hereunder and the Custodial and Disbursement
         Agreement, this Agreement shall prevail.

    (b)  This Agreement may be executed in any number of counterparts, all of
         which taken together shall constitute one and the same instrument, and
         any of the parties hereto may execute this Agreement by signing any
         such counterpart.

                                      -63-

<PAGE>

    (c)  The captions and headings appearing herein are for included solely for
         convenience of reference and are not intended to affect the
         interpretation of any provision of this Agreement.

    (d)  Each of NCCC and NCMC hereby acknowledges that:

         (1)  it has been advised by counsel in the negotiation, execution and
              delivery of this Agreement and the other Repurchase Documents;

         (2)  Buyer has no fiduciary relationship to Seller; and

         (3)  no joint venture exists between Buyer and Seller.

31. CONFIDENTIALITY

    Seller hereby acknowledges and agrees that all information regarding the
    terms set forth in any of the Repurchase Documents or the Transactions
    contemplated thereby (the "Confidential Terms") shall be kept confidential
    and shall not be divulged to any party without the prior written consent of
    such other party except to the extent that (i) it is necessary to do so in
    working with legal counsel, auditors, taxing authorities or other
    governmental agencies or regulatory bodies or in order to comply with any
    applicable federal or state laws, (ii) any of the Confidential Terms are in
    the public domain other than due to a breach of this covenant, or (iii) in
    the event of a Default or an Event of Default Buyer determines such
    information to be necessary or desirable to disclose in connection with the
    marketing and sales of the Purchased Assets or otherwise to enforce or
    exercise Buyer's rights hereunder. The provisions set forth in this Section
    30 shall survive the termination of this Agreement for a period of one year
    following such termination.

32. CONFLICTS

    In the event of any conflict between the terms of this Agreement, any other
    Repurchase Document and any Confirmation, the documents shall control in the
    following order of priority: first, the terms of the Confirmation shall
    prevail, then the terms of this Agreement shall prevail, and then the terms
    of the other Repurchase Documents shall prevail.

33. SET-OFF

    In addition to any rights and remedies of Buyer provided by this Agreement
    and by law, Buyer shall have the right, without prior notice to Seller, any
    such notice being expressly waived by Seller to the extent permitted by
    applicable law, upon any amount becoming due and payable by Seller to Buyer
    hereunder or otherwise (whether at the stated maturity, by acceleration or
    otherwise) to set-off and appropriate and apply against such amount any and
    all monies and other property of Seller, any and all deposits (general or
    special, time or demand, provisional or final), in any currency, and any and
    all other credits, indebtedness or claims, in any currency, in each case
    whether direct or indirect, absolute or contingent, matured or unmatured,
    and in each case at any time held or owing

                                      -64-

<PAGE>

    by Buyer or any Affiliate thereof to or for the credit or the account of
    Seller. Buyer agrees promptly to notify Seller after any such set-off and
    application made by Buyer; provided that the failure to give such notice
    shall not affect the validity of such set-off and application.

34. MOST FAVORED STATUS

    The Sellers and the Buyer each agree that should either Seller enter into a
    repurchase agreement or credit facility with any Person other than the Buyer
    or an Affiliate of the

    Buyer which by its terms is more favorable to such other Person in respect
    of any of its provisions described in the following sentence (a "More
    Favorable Credit Agreement"), the terms of this Agreement shall be deemed
    automatically amended to include each additional more favorable provision
    contained in such More Favorable Credit Agreement; provided, that in the
    event that such More Favorable Credit Agreement is terminated, upon notice
    by the Sellers to the Buyer of such termination, the original terms of this
    Agreement shall be deemed to be automatically reinstated. The provisions to
    which this paragraph pertains are: (i) representations and warranties of
    either Seller with respect to itself (but not with respect to the Mortgage
    Loans), (ii) covenants of either Seller regarding the conduct of its
    business in general and its financial condition, and (iii) events defined as
    "events of default," or giving rise to substantially the same remedies as
    Events of Default hereunder. The Buyer and the Sellers further agree to
    execute and deliver an amendment to this Agreement evidencing such
    provisions, provided that the execution of such amendment shall not be a
    precondition to the effectiveness of such amendment, but shall merely be for
    the convenience of the parties hereto. Promptly upon either Seller entering
    into a repurchase agreement, loan agreement or other credit facility with
    any Person other than the Buyer, the Sellers shall deliver to the Buyer a
    true, correct and complete copy of such repurchase agreement, loan agreement
    or other financing documentation.

35. OBLIGATIONS JOINT AND SEVERAL

    Each of NCCC and NCMC hereby acknowledges and agrees that it shall be
    jointly and severally liable to Buyer for all representations, warranties,
    covenants, obligations and indemnities of Seller hereunder.

36. WAIVER OF PREVIOUS NON-COMPLIANCE

         In connection with compliance failure prior to the date hereof with
respect to Section 11(b), 11(j)(5), 11(k)(2), 11(s)(3), 11(s)(9) or 11(v) in the
Amended and Restated Master Repurchase Agreement, dated as of May 10, 2003 (the
"Original Agreement"), Buyer hereby waives the conditions set forth in clauses
(i) set forth in Section 12(d) of the Original Agreement.

                            [SIGNATURE PAGE FOLLOWS]

                                      -65-

<PAGE>

         IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date set forth above.

                                        BUYER:
                                        -----

                                        CDC MORTGAGE CAPITAL INC.


                                        By:     /s/  Joe Piscina
                                           -------------------------------------
                                           Name:  Joe Piscina
                                           Title: Managing Director


                                        By:      /s/  Kathy Lynch
                                           -------------------------------------
                                           Name:  Kathy Lynch
                                           Title: Vice President


Address for Notices:                    with a copy to:
-------------------
9 West 57/th/ Street                    9 West 57/th/ Street
New York, NY 10019                      New York, NY 10019
Attn: Ray Sullivan                      Attn:  Al Zakes, Esq., General Counsel
Telecopier No.:  (212) 891-3347         Telecopier No.:  (212) 891-1922
Telephone No.:  (212) 891-5815          Telephone No.:  (212) 891-6137
Email:  r.sullivan@cdcixis-cmna.com     Email:  albert.zakes@cdcixis- cmna.com


                                    Exh.IX-1

<PAGE>

                                        SELLER:
                                        ------

                                        NEW CENTURY MORTGAGE CORPORATION


                                        By:     /s/  Patrick Flanagan
                                           -------------------------------------
                                           Name:  Patrick Flanagan
                                           Title: President


                                        Address for Notices:
                                        -------------------
                                           18400 Von Karman, Suite 1000
                                           Irvine, California 92612
                                           Attn:  Sean Carter, Esq.
                                           Telecopier No.: (949) 440-7033
                                           Telephone No: (949) 862-7749
                                           Email:  scarter@ncen.com

                                        NC CAPITAL CORPORATION


                                        By:    /s/  Patrick Flanagan
                                           -------------------------------------
                                           Name:  Patrick Flanagan
                                           Title: Chief Executive Officer


                                        Address for Notices:
                                        -------------------
                                           18400 Von Karman, Suite 1000
                                           Irvine, California 92612
                                           Attn:  Sean Carter, Esq.
                                           Telecopier No.:  (949) 440-7033
                                           Telephone No:  (949) 862-7749
                                           Email:  scarter@ncen.com

<PAGE>

         The undersigned guarantor hereby consents and agrees to the foregoing
Second Amended and Restated Master Repurchase Agreement, dated as of June____,
2003:

                                        NEW CENTURY FINANCIAL CORPORATION


                                        By:     /s/  Patrick Flanagan
                                           -------------------------------------
                                           Name:  Patrick Flanagan
                                           Title: Executive Vice President

</TEXT>
</DOCUMENT>
