MASTER REPURCHASE AGREEMENT
Dated as of September 2, 2005
Bank of America, N.A., as buyer (“Buyer”, which term shall include any “Principal” as defined and providedfor in Annex I), or as agent pursuant hereto (“Agent”), New Century Mortgage Corporation (“NCMC”), Home123 Corporation (“Home123”), New Century CreditCorporation and NC Capital Corporation, as sellers (collectively the “Sellers” and individually a “Seller”), and New Century Financial Corporation, as guarantor (the “Guarantor”).1.
Buyer shall, from time to time, upon the terms and conditions set forth herein, agree to enter intotransactions in which a Seller transfers to Buyer Eligible Assets against the transfer of funds byBuyer, with a simultaneous agreement by Buyer to transfer to such Seller such Purchased Assets at adate certain, against the transfer of funds by such Seller. Each such transaction shall be referred toherein as a “Transaction”, and, unless otherwise agreed in writing, shall be governed by thisAgreement.2.
DEFINITIONS AND INTERPRETATION
a. Defined Terms.“Additional Purchased Assets” shall have the meaning assigned thereto in Section 6(a) hereof.“Adjusted Tangible Net Worth” shall mean at any date:(a) Book Net Worth, minus(b) The sum (without duplication) of (1) all assets which would be classified as intangible assetsof the Guarantor and its consolidated Subsidiaries under GAAP, including, without limitation,advances to shareholders, officers and Affiliates (to the extent that such advances increase Book NetWorth), investments in Affiliates, deferred taxes, capitalized general and administrative costs,capitalized deal costs, all goodwill (whether representing the excess cost over book value of assetsacquired or otherwise), patents, trademarks, trade names, copyrights, franchises and deferred charges(including, without limitation, unamortized debt discount and expense, organization costs andresearch and product development costs) plus (2) all receivables from directors, officers andshareholders of the Guarantor and its consolidated Subsidiaries (to the extent such receivables