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MASTER REPURCHASE AGREEMENT

Dated as of March 31, 2006

BETWEEN:

(1) Sheffield Receivables Corporation, as a buyer (together with its permitted transferees, “Senior Buyer”, which term shall include any “Principal” as defined and provided for in Annex I for whom Senior Buyer is acting as “Buying Agent” as defined in Annex I) or as Buying Agent pursuant hereto; (2) Barclays Bank PLC, as a Buyer (in such capacity, together with its permitted transferees, “Subordinate Buyer,” which term shall include any “Principal” for whom Subordinate Buyer is acting as Buying Agent) or as Buying Agent pursuant hereto (each of Senior Buyer and Subordinate Buyer being a “Buyer” and collectively “Buyers”); (3) Barclays Bank PLC, as administrative agent, in accordance with the terms of this Agreement and Annex II hereto (in such capacity, together with successors, the “Administrative Agent”); (4) NC Capital Corporation (“NCCC”), New Century Mortgage Corporation (“NCMC”), New Century Credit Corporation (“NCC”), Home123 Corporation (“Home123”) and NC Asset Holding, L.P. (“NCAH” and together with NCCC, NCMC, Home123 and NCC each a “Seller” and collectively referred to as “Sellers”).

APPLICABILITY

Each Buyer hereby commits and agrees, from time to time, upon the terms and conditions set forth herein, to enter into certain transactions hereinafter described (up to, in the aggregate, the Maximum Aggregate Purchase Price for all Outstanding Transactions entered into from time to time by Buyers with all Sellers – all such capitalized terms not heretofore defined, as well as other capitalized terms used in this Agreement, being defined in Section 2 hereof). In each such transaction, a Seller assigns and transfers to a Buyer an interest in certain loans constituting Eligible Assets (and, upon such assignment and transfer, “Purchased Assets,” which may be Group A Purchased Assets or Group B Purchased Assets) against the transfer of funds by such Buyer, with a simultaneous agreement by such Buyer to assign and transfer to such Seller such interest in such Purchased Assets at a date certain against the transfer of funds by such Seller. Each such transaction shall be referred to herein as a “Transaction”, and, unless otherwise agreed in writing, shall be governed by this Agreement. Each Transaction between a Buyer and a Seller with respect to Group A Purchased Assets (i) shall occur substantially concurrently with a related Transaction between the other Buyer and the same Seller, in each case for the assignment and transfer by such Seller to each Buyer of an undivided interest in those same Group A Purchased Assets, and for the subsequent reassignment and retransfer by Buyers to such Seller of those same Group A Purchased Assets, and (ii) may occur simultaneously with a Transaction between such Seller and Subordinate Buyer with respect to Group B Purchased Assets on such date, all as hereinafter set forth. In addition, a Seller may enter into one or more separate Transactions with Subordinate Buyer with respect to Group B Purchased Assets, in each case, for the assignment and transfer by such Seller to Subordinate Buyer of such Group B Purchased Assets and for the subsequent reassignment and retransfer by Subordinate Buyer to such Seller of those same Purchased Assets, all as hereinafter set forth.

DEFINITIONS AND INTERPRETATION

Defined Terms.

“Account Agreement” means that certain account agreement, dated as of the date hereof, among Sellers, the Servicer, the Administrative Agent, on its behalf and on behalf of Buyers, and UBC, relating to the Collection Account.

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

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting equity, by contract or otherwise.

“Agreement” means this Master Repurchase Agreement, as it may be amended, supplemented or otherwise modified from time to time.

“Base Rate” means, for each day, a fluctuating interest rate per annum that is the daily prime rate of interest announced publicly in The Wall Street Journal or if more than one rate is published, the highest of such rates. Each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in such prime rate.

“Borrower” means the obligor or obligors on a Note, including any Person that has acquired the related collateral and assumed the obligations of the original obligor or obligors under the Note.

“Breakage Costs” has the meaning assigned thereto in Section 3(d) herein.

“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day upon which the New York Stock Exchange, the Federal Reserve Bank of New York or the Custodian is authorized or obligated by law or executive order to be closed.

“Buyer’s Margin Amount” means, with respect to any Transaction between a Buyer and a Seller, as of any date, the amount obtained by application of such Buyer’s Margin Percentage to such Buyer’s Repurchase Price for such Transaction as of such date.

“Buyer’s Margin Deficit” has the meaning assigned thereto in Section 6(a) hereof.

“Buyer’s Margin Percentage” has the meaning assigned thereto in the Side Letter.

“Buyer’s Purchase Price” means, in respect of any Transaction, any Purchased Asset subject thereto and any Buyer, the Senior Buyer’s Purchase Price (if such Buyer is the Senior Buyer) or the Subordinate Buyer’s Purchase Price (if such Buyer is the Subordinate Buyer).

“Buyer’s Repurchase Price” means, in respect of any Transaction, any Purchased Asset subject thereto and any Buyer, the Senior Buyer’s Repurchase Price (if such Buyer is Senior Buyer) or the Subordinate Buyer’s Repurchase Price (if such Buyer is Subordinate Buyer).

“Cash Equivalents’ means any of the following: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Ratings Services (‘S&P’) or P-1 by Moody’s Investors Service, Inc. (‘Moody’s’), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A-2 by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

“Change in Control” means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of outstanding shares of voting stock of an entity at any time if after giving effect to such acquisition such Person or Persons owns fifty percent (50%) or more of such outstanding voting stock.

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

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

“Collateral” has the meaning assigned thereto in Section 8 hereof.

“Collection Account” means a segregated account maintained by the Servicer with UBC, pursuant to the Account Agreement, and referred to therein as the “Collection Account,” in the name of the Servicer and for the benefit of the Administrative Agent and Buyers.

“Computer Medium” means a computer tape or other electronic medium generated by or on behalf of a Seller and delivered or transmitted to Buyers or to the Administrative Agent and to Custodian which provides information relating to the Purchased Assets, including the identity of the related servicer with respect to each Loan and the information set forth in the Loan Schedule, in a format reasonably acceptable to Buyer.

“Confirmation” has the meaning assigned thereto in Section 4(d) hereof.

“Contractual Obligation” means, as to any Person, any material provision of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound or any material provision of any security issue by such Person.

“Custodian” means DBNTC, as Custodian under the Custody Agreement, or its successor custodians.

“Custody Agreement” means the Custodial Agreement, dated as of the date hereof, as it may be amended, supplemented or otherwise modified from time to time, among NCCC, NCMC, NCAH, NCC, Home123, Buyers, the Administrative Agent, and DBNTC, as Custodian.

“DBNTC” means Deutsche Bank National Trust Company, or its successors and permitted assigns.

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

“Default Rate” means, as of any date of determination, (a) the lesser of (i) the Pricing Rate plus 4% and (ii) the maximum rate permitted by applicable law or (b) with respect to any amount owing under Section 3(e) of this Agreement, LIBOR.

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

“Electronic Tracking Agreement” means an Electronic Tracking Agreement among the Administrative Agent, Buyers, Sellers, MERS and MERSCORP, Inc., to the extent applicable, as it may be amended, supplemented or otherwise modified from time to time.

“Eligible Asset” has the meaning assigned thereto in the Side Letter.

“ERISA” has the meaning assigned thereto in Section 21 hereof.

“ERISA Affiliate” means 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 a Seller or the Guarantor 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 such Seller or the Guarantor is a member.

“Event of Default” has the meaning assigned thereto in Section 18 hereof.

“Event of Default Costs” means the Administrative Agent’s or, as applicable, any Buyer’s costs and expenses incurred as a result of or in connection with (or as a result of or in connection with enforcing their rights and remedies pursuant to this Agreement or any other Program Documents, following) any Event of Default (including such costs and expenses as have been incurred pursuant to Section 19, 22 and 38 hereof).

“Excluded Taxes” has the meaning assigned thereto in Section 13(j) hereof.

“Fannie Mae” means Fannie Mae, the government sponsored enterprise formerly known as the Federal National Mortgage Association.

“Freddie Mac” means the Federal Home Loan Mortgage Corporation.

“Funding Account” has the meaning assigned thereto in the Custody Agreement.

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

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank, or any entity exercising executive, legislative, judicial, regulatory or administrative functions over Sellers, the Servicer, Buyers, the Administrative Agent or Guarantor.

“Group A Purchased Asset” has the meaning assigned thereto in the Side Letter.

“Group B Purchased Asset” has the meaning assigned thereto in the Side Letter.

“Guarantee” means, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person.

“Guarantor” means NCFC, in its capacity as guarantor under the Guaranty or any successors thereto.

“Guaranty” means the Guaranty Agreement, dated as of the date hereof, of NCFC, as Guarantor, in favor of the Administrative Agent for its benefit and the benefit of Buyers, as such agreement may be amended, supplemented or otherwise modified from time to time.

“Hedge Counterparty” means a Person (i) (A) with long-term and commercial paper or short-term deposit ratings of “P-1” by Moody’s Investors Service and “A-1” by Standard & Poor’s and (B) which shall agree in writing that, in the event that any of its long-term or commercial paper or short-term deposit ratings cease to be at or above “A-2” by Moody’s and “A” by Standard & Poor’s, either such Person shall secure its obligations in accordance with the request of Buyers or Buyers shall have the option to treat such failure as an Early Termination Event (as defined in the ISDA Master Agreement) by such Person, as Hedge Counterparty under the Hedge Instrument referred to in clause (ii) below and (ii) which has entered into a Hedge Instrument.

“Hedge Instrument” means any interest rate cap agreement, interest rate floor agreement, interest rate swap agreement or other interest rate hedging agreement entered into by the Seller or the Guarantor with a Hedge Counterparty that relates to or applies to the Purchased Assets, as any such item may be amended, supplemented or otherwise modified from time to time.

“Income” means, with respect to any Purchased Asset at any time, any principal and/or interest thereon and all dividends, sale proceeds and other collections and distributions thereon accrued in respect of periods on or after the initial Purchase Date with respect to such Purchased Asset.

“Indebtedness” means, for any Person: (a) all obligations for borrowed money; (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable and paid within ninety (90) days of the date the related invoice is received for the respective goods delivered or the respective services rendered; (c) indebtedness of others secured by a lien on the Property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued for account of such Person; (e) capital lease obligations of such Person; (f) obligations of such Person under repurchase agreements or like arrangements; (g) indebtedness of others guaranteed on a recourse basis by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person is a general partner; and (j) any other contingent liabilities of such Person.

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

“Jumbo Loan” means a Loan that is not eligible for sale to Fannie Mae or Freddie Mac solely because the principal amount of the loan is in excess of the amount permitted for all typical programs.

“LIBOR” means, for each day, a rate per annum determined by the Administrative Agent in accordance with the following formula (rounded upwards to the nearest 1/100^th of one percent) which rate as determined by the Administrative Agent shall be conclusive absent manifest error by the Administrative Agent:

LIBOR Base Rate

1.00 – LIBOR Reserve Percentage

“LIBOR Base Rate” means, for each day, an interest rate per annum equal to the rate of interest per annum at which one-month deposits in U.S. dollars are offered by the Administrative Agent’s principal office in London, England, to prime banks in the London Interbank Market at 11:00 a.m. (London time) on such date (or, in the event such day is a day on which banks are required or authorized to close in London, England, the prior day) as set forth on Telerate Page 3750. In the event that on such date one-month deposits in U.S. dollars are not being offered by the Administrative Agent’s principal office in London, England, to prime banks in the London Interbank Market, LIBOR Base Rate shall mean, for such date, an interest rate per annum equal to the rate of interest per annum at which one-month deposits in U.S. dollars are offered for such date and in an amount substantially equal to the amount of the Purchase Price to which the LIBOR Base Rate is to be applied, as set forth on the Reuters Screen LIBO Page as of 11:00 a.m. (London time) on such date (or, in the event such day is a day on which banks are required or authorized to close in London, England, the prior day). If at least two rates appear on the Reuters LIBO Page, the rate for such date will be the arithmetic mean of such rates.

“LIBOR Reserve Percentage” means, for each day, the reserve percentage applicable for such day (or if more than one such percentage shall be so applicable the arithmetic mean of such percentages under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) (the “Board”) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for Administrative Agent with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as defined in Regulation D of the Board, as in effect from time to time).

“Lien” means any lien, claim, charge, pledge, security interest, mortgage, deed of trust or other encumbrance.

“Liquidity” means, as of any date of determination, the aggregate of all cash, Cash Equivalents, and Overcollateralization, less the amount of Restricted Cash held by NCFC on a consolidated basis.

“Loan” means (i) a first or second lien single family (one-to-four units) residential mortgage loan, (ii) to the extent permitted under the Side Letter, a first lien manufactured housing mortgage loan evidenced by a Manufactured Housing Contract, (iii) such other type of mortgage loan, lease or other receivable as shall be agreed upon by the parties as evidenced by Appendix A to the Custody Agreement, as amended or supplemented by mutual agreement of the parties, or (iv) any interest in, or secured by, any such loan, lease or other receivable.

“Loan Documents” has the meaning assigned thereto in the Custody Agreement.

“Loan File” has the meaning assigned thereto in the Custody Agreement.

“Loan Schedule” means the list of Loans delivered by the Guarantor or a Seller to a Buyer and Custodian together with the Transaction Notice, in the form set forth in Exhibit 7 to the Custody Agreement. Each Loan Schedule (together with all attachments thereto) shall set forth, as to each Loan, (i) the related Borrower’s name, (ii) the address of the related Mortgaged Property, (iii) the outstanding principal balance of the Loan as of the initial Purchase Date, (iv) the name of the Seller party to the Transaction or set of Related Transactions to which such Loan is to be subject, and (v) any other information specified by Buyers from time to time in good faith.

“Manufactured Home” means a unit of manufactured housing, including all accessories thereto, securing the indebtedness of the Borrower under the related Loan.

“Manufactured Housing Contract” means a Loan that is secured by a Mortgage on real estate on which the related Manufactured Home is situated, and which Manufactured Home is considered or classified as part of the real estate under the laws of the jurisdiction in which it is located.

“Margin Call” has the meaning assigned thereto in Section 6(a) hereof.

“Margin Payment” has the meaning assigned to that term in Sections 741 and 101 of Title 11 of the U.S.C.

“Market Value” means (i) with respect to any Purchased Asset that is an Eligible Asset, as of any date of determination, the value ascribed to such Purchased Asset by Buyers in their sole discretion using their reasonable business judgment; provided, that the value of any Purchased Asset that is an Eligible Asset shall not exceed (x) 90% of the then outstanding principal balance of such Purchased Asset if such Purchased Asset is 30 to 59 days past due, or (y) 80% of the then outstanding principal balance of such Purchased Asset if such Purchased Asset is 60 to 89 days past due, (ii) with respect to a Purchased Asset that is not an Eligible Asset, or is 90 or more days past due, or is not repurchased on the Repurchase Date, zero and (iii) with respect to any Wet Funded Loan for which the related Loan File has not been delivered to the Custodian within seven Business Days of the related Purchase Date, zero. The Market Value of any Buyer’s Purchased Interest in any Purchased Asset shall equal such Buyer’s Purchased Interest Percentage multiplied by the Market Value of such Purchased Asset (determined in accordance with this definition).

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

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

“Maximum Aggregate Purchase Price” has the meaning assigned thereto in Section 37 hereof.

“Maximum Aggregate Senior Purchase Price” has the meaning assigned thereto in Section 37 hereof.

“Maximum Aggregate Subordinate Purchase Price” has the meaning assigned thereto in Section 37 hereof.

“MERS” means Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

“MERS System” means the system of recording transfers of mortgages electronically maintained by MERS.

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

“Mortgaged Property” means, with respect to a Loan, the related Borrower’s fee interest in real property or leasehold interest in real property and all other collateral securing repayment of the debt evidenced by the related Note.

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

“NCFC” means New Century Financial Corporation, a Maryland corporation.

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

“Notice Date” has the meaning assigned thereto in Section 4 hereof.

“Notice of Default” has the meaning assigned thereto in the Custody Agreement.

“Obligations” means (i) any and all obligations and liabilities of each Seller to Buyers, their Affiliates or the Administrative Agent (for its benefit or for the benefit of any Buyer or any such Affiliate) arising under or in connection with the Program Documents, or in respect of each Transaction or each set of Related Transactions, and (ii) any and all sums paid by or on behalf of any of Buyers or the Administrative Agent in accordance with the terms of any Program Document, in each case whether for payment or performance, whether direct or indirect, absolute or contingent, due or to become due, and whether incurred on the date hereof or at any times hereafter including, without limitation, the following:

(a) any and all obligations to pay, on any Payment Date or Repurchase Date (whether scheduled pursuant to Section 3(b) hereof or determined by application of Section 19 hereof) or any other date, Repurchase Price or principal, Price Differential or interest (including, without limitation such as purports to accrue (i) at the Default Rate, whether before or after the date on which the related Purchase Price or principal amount was required to be paid, or (ii) after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, including any proceeding referred to in Sections 18(f) and 18(g) hereof, in each case brought by or against such Seller or its Property, whether or not such Price Differential or interest is permitted to accrue after the filing of such petition under Title 11 of the U.S.C. and whether or not a claim for postfiling or postpetition interest is allowed in such proceeding), Income, margin payment (whether pursuant to a Margin Call or otherwise) or settlement payment, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Administrative Agent and Buyers that are required to be paid by such Seller pursuant to the terms of the Program Documents, or otherwise);

(b) any and all obligations of such Seller to reimburse to Buyers, their Affiliates or the Administrative Agent (for its benefit or for the benefit of any Buyer or any such Affiliate) sums paid by Buyers, such Affiliates or the Administrative Agent on behalf of Sellers pursuant to this Agreement and the other Program Documents in order to preserve any Purchased Asset, Buyers’ Purchased Interests therein, any Collateral, or the value of any thereof; and

(c) any and all obligations of such Seller to Buyers, their Affiliates or the Administrative Agent (for its benefit or for the benefit of Buyers or such Affiliates) pursuant to the Program Documents, including such as may consist of Event of Default Costs.

“Outstanding Transactions” has the meaning assigned thereto in Section 37 hereof.

“Overcollateralization” means, as of any date of determination, the excess of (i) the collateral value of assets pledged to a lender under a committed warehouse or repurchase facility (after taking into account haircuts) with a Seller as borrower (other than any assets subject to the repurchase facility that is the subject of this Agreement) over (ii) the aggregate amount of the advances or loans made by the lender to such Seller under any such facility.

“Payment Date” means the 25^th calendar day of each month or, if such a date is not a Business Day, the next Business Day.

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

“Price Differential” means, with respect to any Transaction and any Buyer party thereto, as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction and such Buyer (or, upon the occurrence and during the continuance of any Default or Event of Default, the Default Rate) to such Buyer’s Purchase Price for the Purchased Assets subject to such Transaction (except as otherwise provided in Section 17(b) hereof), such application to be based on a 360-day year for the actual number of days during the period commencing on (and including) the Purchase Date and ending on (but excluding) the Repurchase Date for such Transaction (reduced by any amount of such Price Differential in respect of such period previously paid by the related Seller to the related Buyer with respect to such Transaction).

“Pricing Rate” means, with respect to any Buyer, the per annum percentage rate for determination of the Price Differential for such Buyer, as set forth in the Side Letter.

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

“Program Documents” means this Agreement, the Custody Agreement, any Servicing Agreement, the Guaranty, the Account Agreement, the Electronic Tracking Agreement (if executed), any assignment of a Hedge Instrument, the Side Letter, and any other agreement entered into by any of Sellers and Guarantor, on the one hand, and any of the Administrative Agent and Buyers or one of their Affiliates (or Custodian on their behalf) on the other, in connection herewith or therewith.

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

“Purchase Date” means, with respect to any Purchased Assets which are subject to any Transaction or set of Related Transactions, the date on which such Purchased Assets are to be assigned and transferred by a Seller to a Buyer or Buyers pursuant to the terms of such Transaction or set of Related Transactions.

“Purchase Price” has the meaning assigned thereto in the Side Letter.

“Purchased Assets” with respect to any Transaction or a set of Related Transactions entered into by any Buyer or Buyers with the same Seller, the Loans set forth on the related Loan Schedule, all Additional Purchased Assets assigned and transferred pursuant to Section 6(a) hereof and all Substitute Assets assigned and transferred pursuant to Section 16 hereof, in each case in connection with such Transaction or set of Related Transactions, together with the related Records, Servicing Rights, such Seller’s or any of the Guarantor’s rights under any related Hedge Instruments (which interests in Hedge Instruments shall be pro rata and subject to rights of other parties holding security interests therein), and all instruments, chattel paper, payment intangibles and other general intangibles, in each case comprising or relating to any and all of the foregoing.

“Purchased Interest” of any Buyer means the Senior Purchased Interest (if such Buyer is Senior Buyer) or the Subordinate Purchased Interest (if such Buyer is Subordinate Buyer).

“Records” means all instruments, agreements and other books, records, reports and data generated by other media for the storage of information maintained by a Seller, the Guarantor, any of their Affiliates or agents, or their servicer or custodian with respect to a Purchased Asset. Records shall include the Notes, any Mortgages, the Loan Files and any other instruments necessary to document or service a Loan that is a Purchased Asset, including, without limitation, the complete payment and modification history of each Loan that is a Purchased Asset.

“REIT” means a real estate investment trust, as defined in Section 856 of the Code, to which the provisions of part II of subchapter M of chapter 1 of subtitle A of the Code applies.

“REIT Status” means for any taxable year and with respect to any Person, such Person’s status as a REIT.

“Related Transactions” or “set of Related Transactions” means either of the following:

(a) two, or, as applicable, three Transactions entered into substantially concurrently by Senior Buyer and Subordinate Buyer with the same Seller, in accordance with one and the same Transaction Notice, (i) for the assignment and transfer by such Seller to Buyers of the same Purchased Assets listed on one and the same Loan Schedule and constituting, on the date of such assignment and transfer, Group A Purchased Assets, and for the subsequent reassignment and transfer by Buyers to such Seller of those same Group A Purchased Assets; and, in addition, (ii) in the case of three such Transactions, for the assignment and transfer by such Seller to Subordinate Buyer of Purchased Assets constituting, on the date of such assignment and transfer, Group B Purchased Assets, and for the subsequent reassignment and transfer by Subordinate Buyer to Seller of such Group B Purchased Assets; and

(b) as of any date of determination and with respect to any Purchased Asset, 100% of which was initially assigned and transferred by a Seller to Subordinate Buyer pursuant to the terms of any one Transaction but in which, prior to such determination, pursuant to Section 17(b) hereof, Subordinate Buyer assigned and transferred to Senior Buyer a 90% undivided mortgage right, title and interest, such that from and after such assignment and transfer, the rights and obligations of Senior Buyer, as well as those of Subordinate Buyer and such Seller, are governed by the terms of such Transaction, then, from and after such assignment and transfer, such Transaction shall be deemed a set of Related Transactions with respect to such Purchased Asset.

“Repurchase Date” has the meaning assigned thereto in Section 3(b) and shall also include the date determined by application of Section 19.

“Repurchase Price” means, with respect to any Transaction or set of Related Transactions between any Buyer or Buyers and any Seller, as of any date of determination, the price at which one or more Purchased Assets subject to such Transaction or set of Related Transactions are to be transferred from such Buyer or Buyers to such Seller upon termination of such Transaction or set of Related Transactions, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Senior Buyer’s Repurchase Price and the Subordinate Buyer’s Repurchase Price for such Purchased Assets as of such date.

“Request Amount” means with respect to any Purchase Date and the Wet Funded Loans, the total amount of funds requested by the Sellers by 7:00 p.m. (New York City time) on the Business Day immediately preceding that Purchase Date pursuant to Section 2 of the Custody Agreement that are required to be deposited by a Buyer or Buyers into the Funding Account on such Purchase Date.

“Required Buyers” means, at any time, Buyers that paid to Sellers 66?% of the Maximum Aggregate Purchase Price for all Purchased Assets in all Outstanding Transactions at such time.

“Responsible Officer” means as to any Person, the chief executive officer or, with respect to financial matters, the chief financial officer of such Person.

“Restricted Cash”: All cash and Cash Equivalent investments that are subject to a Lien in favor of any Person that are required to be maintained by the Buyer pursuant to a Contractual Obligation or as a result of the operation of law.

“Senior Buyer’s Purchase Price” means, with respect to any Purchased Asset that is subject to a Transaction or a set of Related Transactions, an amount (determined as of the Purchase Date for such Transaction or set of related Transactions) equal to the product of (i) the Senior Purchased Interest in each such Purchased Asset and (ii) the Purchase Price for such Purchased Asset. The Senior Buyer’s Purchase Price for all of the Purchased Assets that are subject to a Transaction or a set of Related Transactions is the sum of the Senior Buyer’s Purchase Prices for all such Purchased Assets, determined pursuant to the preceding sentence.

“Senior Buyer’s Repurchase Price” means, with respect to any Purchased Asset that is subject to a Transaction or a set of Related Transactions, as of any date of determination, an amount equal to the sum of (i) the Senior Buyer’s Purchase Price for such Purchased Asset and (ii) the Price Differential for Senior Buyer accrued, as of such date, on such Senior Buyer’s Purchase Price. The Senior Buyer’s Repurchase Price for all of the Purchased Assets that are subject to a Transaction or a set of Related Transactions, as of any date of determination, is the sum of the Senior Buyer’s Repurchase Prices for all such Purchased Assets, determined as of such date pursuant to the preceding sentence.

“Senior Purchased Interest” means, as of any date of determination, as to any Purchased Asset, an undivided mortgage right, title and interest in and to such Purchased Asset, determined as follows:

(a) if such Purchased Asset is then a Group A Purchased Asset subject to the terms of Related Transactions, an undivided mortgage right, title and interest in and to such Purchased Asset equal to the Senior Purchased Interest Percentage (90%); and

(b) if such Purchased Asset is then a Group B Purchased Asset, zero.

“Senior Purchased Interest Percentage” means 90%.

“Servicer” means (i) initially, NCMC, or (ii) any other Person approved by Buyers in their sole discretion exercised in good faith.

“Servicing Agreement” means any agreement (other than the Custody Agreement, but including Annex III to this Agreement) giving rise or relating to Servicing Rights with respect to a Purchased Asset, including any assignment or other agreement relating to such agreement, as it may be amended, supplemented or otherwise modified from time to time.

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

“Settlement Payment” has the meaning assigned thereto in Sections 741 and 101 of Title 11 of the U.S.C.

“Side Letter” means the pricing side letter, dated as of the date hereof, among Sellers, Guarantor, and Buyers, as the same may be amended, supplemented or modified from time to time.

“Structuring Fee” has the meaning assigned thereto in the Side Letter.

“Subordinate Buyer’s Purchase Price” means, with respect to any Purchased Asset that is subject to a Transaction or a set of Related Transactions, an amount (determined as of the Purchase Date for such Transaction or set of Related Transactions) equal to the product of (i) the Subordinate Purchased Interest in each such Purchased Asset and (ii) the Purchase Price for such Purchased Asset. The Subordinate Buyer’s Purchase Price for all of the Purchased Assets that are subject to a Transaction or a set of Related Transactions is the sum of the Subordinate Buyer’s Purchase Prices for all such Purchased Assets, determined pursuant to the preceding sentence.

“Subordinate Buyer’s Repurchase Price” means, with respect to any Purchased Asset that is subject to a Transaction or a set of Related Transactions, as of any date of determination, an amount equal to the sum of (i) the Subordinate Buyer’s Purchase Price for such Purchased Asset and (ii) the Price Differential for Subordinate Buyer, accrued, as of such date, on such Subordinate Buyer’s Purchase Price. The Subordinate Buyer’s Repurchase Price for all of the Purchased Assets that are subject to a Transaction or a set of Related Transactions, as of any date of determination, is the sum of the Subordinate Buyer’s Repurchase Prices for all such Purchased Assets, determined as of such date pursuant to the preceding sentence.

“Subordinate Purchased Interest” means, as of any date of determination, as to any Purchased Asset, an undivided mortgage right, title and interest in and to such Purchased Asset, determined as follows:

(b) if such Purchased Asset is then a Group B Purchased Asset, an undivided mortgage right, title and interest in and to such Purchased Asset equal to 100%.

“Subordinate Purchased Interest Percentage” means 10%.

“Subsidiary” means, with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Substitute Assets” has the meaning assigned thereto in Section 16.

“Tangible Net Worth” means, as of any date of determination, the consolidated net worth of NCFC and its Subsidiaries, less the consolidated net book value of all assets of NCFC and its Subsidiaries (to the extent reflected as an asset on the balance sheet of NCFC or any Subsidiary at such time) which will be treated as intangibles under GAAP, including, without limitation, such items as deferred financing expenses, net leasehold improvements, goodwill, trademarks, trade names, service marks, copyrights, patents, licenses, and unamortized debt discount and expense; provided, that, residual securities owned by NCFC shall not be treated as intangibles for purposes of this definition.

“Termination Date” has the meaning assigned thereto in Section 27.

“Total Indebtedness” means, for any date of determination, the aggregate of Indebtedness of NCFC on a consolidated basis during such period maintained in accordance with GAAP; provided, however, that for any period, the aggregate Indebtedness of NCFC 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 NCFC 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 NCFC. In the event that any Indebtedness would be excluded from the calculation of Indebtedness but for the existence of recourse, NCFC shall be entitled nonetheless to exclude the amount of such Indebtedness that is not subject to recourse.

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

“Transaction Notice” means a written request of a Seller to Buyers (through the Administrative Agent) to enter into a Transaction or set of Related Transactions, in the form attached to the Custody Agreement, which is delivered to Buyer or Buyers (or to the Administrative Agent for transmittal to such Buyer and Buyers) and Custodian.

“Trust Receipt” means a Trust Receipt as defined in the Custody Agreement.

“UBC” means Union Bank of California, N.A.

“Underwriting Guidelines” means NCMC’s underwriting guidelines in effect as of the date of this Agreement, which have been approved in writing by Buyers, as the same may be amended from time to time in accordance with terms of this Agreement.

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

“U.S.C.” means the United States Code.

“Wet Funded Loan” means a Loan for which, as of the Purchase Date, the documents in the related Loan File have not been delivered to the Custodian, and thereafter, each date until the documents in the related Loan File have been delivered to the Custodian.

“Wet Funding Package” has the meaning assigned thereto in the Custody Agreement.

“Wet Funded Loan Trust Receipt” has the meaning assigned thereto in the Custody Agreement.

Capitalized terms used but not defined in this Agreement shall have the meanings assigned thereto in the Custody Agreement.

Unless the context otherwise requires, terms defined in the Uniform Commercial Code and not otherwise defined herein are used herein as therein defined.

Interpretation.

Headings are for convenience only and do not affect interpretation. The following rules of this subsection (c) apply unless the context requires otherwise. The singular includes the plural and conversely. A gender includes all genders. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. A reference to a subsection, Section, Annex or Exhibit is, unless otherwise specified, a reference to a Section of, or annex or exhibit to, this Agreement. A reference to a party to this Agreement or another agreement or document includes the party’s successors and permitted substitutes or assigns. A reference to an agreement or document is to the agreement or document as amended, modified, novated, supplemented or replaced, except to the extent prohibited by any Program Document. A reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form. A reference to conduct includes, without limitation, an omission, statement or undertaking, whether or not in writing. An Event of Default subsists until it has been waived in writing by Buyers or has been timely cured as reasonably determined by Buyers. “Payment” or “payment in full” means “indefeasible payment in full (in U.S. dollars and immediately available funds).” The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” is not limiting and means “including without limitation.” In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” This Agreement may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms. Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial computations required under this Agreement shall be made, in accordance with GAAP, consistently applied. References herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of NCFC. A reference to an agreement includes a security interest, guarantee, agreement, or legally enforceable arrangement whether or not in writing related to such agreement. A reference to a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document, or any information recorded in computer disk form. Where a Seller or the Guarantor is required to provide any document to Buyers under the terms of this Agreement, the relevant document shall be provided in writing or printed form unless Buyers request otherwise. At the request of any Buyers, the document shall be provided in computer readable format or both in printed and in computer readable format. This Agreement is the result of negotiations among and has been reviewed by counsel to Buyers, Guarantor, and Sellers, and is the product of all parties. In the interpretation of this Agreement, no rule of construction shall apply to disadvantage one party on the ground that such party proposed or was involved in the preparation of any particular provision of this Agreement or this Agreement itself.

Annexes

The Annexes to this Agreement are incorporated by reference into this Agreement and are made an integral part hereof.

THE TRANSACTIONS

With respect to any Transaction or set of Related Transactions, the related Seller shall repurchase from each Buyer party thereto, on the related Repurchase Date, at such Buyer’s Repurchase Price, such Buyer’s Purchased Interest in the Purchased Assets subject to such Transaction or set of Related Transactions. In furtherance of the foregoing, such Seller shall remit to the Buyer or Buyers party thereto or their designees an aggregate amount equal to the Repurchase Price for such Purchased Assets. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset. Such Seller is obligated to obtain, and pay the Repurchase Price for, the Purchased Assets, and all Purchased Interests therein, from each such Buyer or its designee (including the Custodian), on the Repurchase Date, at such Seller’s expense.

Each Purchased Asset, and each Purchased Interest therein, which are subject to a particular Transaction or set of Related Transactions, are to be repurchased by the applicable Seller on the earlier of the following dates (such earlier date, the “Repurchase Date”): (i) the date that is (A) 180 days from the Purchase Date relating to such Transaction or set of Related Transactions (or, if such date is not a Business Day, the next succeeding Business Day) (except as otherwise demanded pursuant to clause (i)(B) below) or (B) upon at least two Business Days’ written demand (which may be in the form of a Confirmation) by the relevant Buyer (through the Administrative Agent) to such Seller, in accordance with Section 3(f) hereof on any Business Day occurring after such Purchase Date and prior to the 180^th day (or next succeeding Business Day) referred to in clause (i)(A) above; and (ii) the Termination Date.

The Sellers shall pay to the Administrative Agent (for distribution to each Buyer) the accrued and unpaid Price Differential relating to each Transaction and such Buyer in arrears by 4:00 p.m. (New York City time) on each Payment Date, and on the Repurchase Date for such Transaction; provided that in calculating such Price Differential upon the occurrence and during the continuance of any Default or Event of Default, the Default Rate shall be used in lieu of the Pricing Rate.

If Buyers lock in the rate of LIBOR at the request of a Seller, and if such Seller repurchases Purchased Assets on any day which is not the Repurchase Date (as determined at the time Buyers locked in the rate of LIBOR) for such Purchased Assets, such Seller shall indemnify Buyers and shall hold Buyers harmless from any losses, costs and/or expenses which Buyers (or any thereof) sustain or incur arising from the reemployment of funds obtained by Buyers hereunder or from fees payable to terminate the deposits from which such funds were obtained, in each case for the remainder of the applicable 30-day period (“Breakage Costs”). Each Buyer claiming Breakage Costs from any Seller shall deliver to such Seller a statement setting forth the amount and basis of determination of such Breakage Costs in such detail as determined in good faith by such Buyer or its designee to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon such Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

If on any Purchase Date the Request Amount exceeds the Purchase Price of all Wet Funded Loans purchased by Buyers on such Purchase Date, Sellers shall pay to Buyers one day’s accrued interest on such excess at the related Default Rate on the Business Day immediately following such Purchase Date.

Anything herein to the contrary notwithstanding, no Buyer shall cause a Repurchase Date to occur under Section 3(b)(i)(B) in respect of any Transaction with any Seller other than for the purpose of changing the designation of a Purchased Asset subject to such Transaction (which shall be identified in the Administrative Agent’s written demand) (x) from “Group A Purchased Asset” to “Group B Purchased Asset” or (y) from “Group B Purchased Asset” to “Group A Purchased Asset.” In the case of (x), on such Repurchase Date, such Seller shall simultaneously (i) repurchase from Senior Buyer its Senior Purchased Interest (90%) in such Purchased Asset, and from Subordinate Buyer its Subordinate Purchased Interest (10%) in such Purchased Asset, and (ii) enter into a new single Transaction (whose Repurchase Date shall coincide with that for the old Transactions, without giving effect to Section 3(b)(i)(B) hereof) with Subordinate Buyer, under which such Seller shall assign and transfer such Purchased Asset (100%) to Subordinate Buyer. In the case of (y), on such Repurchase Date, such Seller simultaneously shall (iii) repurchase 100% of such Purchased Asset from Subordinate Buyer and (iv) enter into a new set of Related Transactions (whose Repurchase Date shall coincide with that for the old Transaction, without giving effect to Section 3(b)(i)(B) hereof) with Buyers pursuant to which such Seller shall assign and transfer a Senior Purchased Interest (90%) in such Purchased Asset to Senior Buyer, and a Subordinate Purchased Interest (10%) in such Purchased Asset to Subordinate Buyer. In the case of both (x) and (y), such Seller shall pay Buyers or, as applicable, Subordinate Buyer all Price Differential for such Purchased Asset accrued to and unpaid on the date of such repurchase at the following times: (a) immediately before giving effect to such repurchase and initiating the new Transaction or new set of Related Transactions (if such repurchase occurs on a Payment Date for the existing Transaction or set of Related Transactions); and (b) on the first Payment Date for the new Transaction or new set of Related Transactions (if such repurchase occurs on a day other than a Payment Date for the existing Transaction or set of Related Transactions). Further, in the case of both (x) and (y), the Purchase Price for the Purchased Asset under the new Transaction or new set of Related Transactions shall be the same as (and shall be netted against) the Repurchase Price (less the Price Differential, to the extent paid before such repurchase in accordance with the preceding sentence, or plus the Price Differential, to the extent not so repaid) for such Purchased Asset under the old Transaction or Transactions, such that (1) after payment by such Seller of such Price Differential, such Seller shall not be required to pay to Buyers any additional amounts on account of such Repurchase Price, and Buyers shall not be required to pay to such Seller any additional amounts on account of such Purchase Price and (2) Buyers shall allocate inter sese their respective Senior Buyer’s Repurchase Price and Subordinate Buyer’s Repurchase Price under the old Transactions (in the case of (x)), and Senior Buyer’s Purchase Price and Subordinate Buyer’s Purchase Price under the new set of Related Transactions (in the case of (y)) and shall make all other necessary adjustments in accordance (mutatis mutandis) with the last sentence of Section 17(b). All of the foregoing written demand, repurchases, initiations of new Transactions, redesignations, nettings and allocations shall occur simultaneously (as aforesaid) and automatically, without any further notice to or consent of such Seller, and shall be conclusive and binding on such Seller for all purposes hereunder and under the other Program Documents.

ENTERING INTO THE TRANSACTION; TRANSACTION NOTICE

From time to time, (i) Senior Buyer and Subordinate Buyer will enter into Related Transactions with a Seller for the purchase of specified Purchased Assets then constituting (in accordance with Buyers’ election referred to in Section 4(b) or 17(b) hereof) Group A Purchased Assets, exclusively, or both Group A Purchased Assets and Group B Purchased Assets, in each case for an aggregate price equal to the Purchase Price for such Purchased Assets and in accordance with the terms and conditions of this Agreement; and (ii) Subordinate Buyer will enter into a separate Transaction with a Seller for the purchase of specified Purchased Assets then constituting (in accordance with Buyers’ election referred to in Section 4(b) or 17(b) hereof) Group B Purchased Assets, for an aggregate price equal to the Purchase Price for such Purchased Assets in accordance with the terms and conditions of this Agreement. Pursuant to the terms of such Transaction or set of Related Transactions, Senior Buyer shall acquire a Senior Purchased Interest in, and shall pay a Senior Buyer’s Purchase Price for, each such Purchased Asset; and Subordinate Buyer shall acquire a Subordinate Purchased Interest in, and shall pay a Subordinate Buyer’s Purchase Price for, each such Purchased Asset. The obligation of each Buyer to pay for its Purchased Interest a price determined in accordance with this Section 4(a) shall be several and not joint, and, for the avoidance of doubt, Sellers and Buyers agree that no Buyer shall, in any event, be obligated to any Seller for, or on account of, the obligations of any other Buyer hereunder.

All Purchased Assets shall meet or exceed the Underwriting Guidelines, and shall be serviced by Servicer. The aggregate Purchase Price for all Purchased Assets for all Outstanding Transactions under this Agreement and the portions thereof paid or payable by Senior Buyer and by Subordinate Buyer shall not exceed the Maximum Aggregate Purchase Price, the Maximum Aggregate Senior Purchase Price and the Maximum Aggregate Subordinate Purchase Price, respectively, each determined pursuant to Section 37 hereof. Unless otherwise agreed, a Seller shall give Buyers and Custodian notice of any proposed purchase in accordance with the terms of the Custody Agreement (the date on which such notice is so given, the “Notice Date”). On the Notice Date, such Seller shall (i) request that Buyers enter into a Transaction or a set of Related Transactions by furnishing to the Administrative Agent (for distribution to Buyers) and to Custodian a Transaction Notice and Loan Schedule listing the Purchased Assets to be purchased and requesting that Senior Buyer and the Subordinate Buyer enter into such Transaction or set of Related Transactions for the purchase of such Purchased Assets as aforesaid, (ii) deliver to the Administrative Agent (for its benefit and the benefit of Buyers) a Computer Medium and (iii) deliver to Custodian the Loan File or Wet Funding Package for each Loan subject to such Related Transactions.

Within one Business Day of receipt of such Transaction Notice and Transaction Schedule from such Seller, Buyers shall designate and, through the Administrative Agent, shall notify to such Seller and Servicer which of the Purchased Assets constitute Group A Purchased Assets and which constitute Group B Purchased Assets, and shall specify to such Seller the Senior Purchased Interest and the Subordinate Purchased Interest in each such Purchased Asset, which designation, notification and specification shall be conclusive and binding on such Seller for all purposes hereunder and under the other Program Documents. Thereupon such Seller shall enter into a Transaction or, as applicable, a set of Related Transactions with Buyers with respect to each such Purchased Asset.

In the event that the parties hereto desire to enter. on terms other than as set forth in the Program Documents, into a Transaction for the assignment and transfer of Group B Assets by a Seller to Subordinate Buyer, such Seller and Subordinate Buyer shall execute a “Confirmation” specifying such terms prior to entering into such Transaction. Any such Confirmation and the related Transaction Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between such Seller and Subordinate Buyer with respect to such Transaction. In the event of any conflict between this Agreement and a Confirmation, the terms of the Confirmation shall control with respect to the related Transaction.

Buyers shall not be obligated to enter into more than three sets of Related Transactions in any calendar day.

PAYMENT AND TRANSFER

Unless otherwise agreed, all transfers of funds hereunder and all payments hereunder (including payments of any Purchase Price, Repurchase Price, Price Differential, Margin Payments, Settlement Payments, fees and any other payments) shall be made in U.S. dollars (in immediately available federal funds). Any and all payments to Buyers or the Administrative Agent shall be made by Sellers or the Servicer to an account designated by the Administrative Agent or (if not so designated) at the address set forth in Section 35 hereof for the giving of notice to the Administrative Agent or at any other address that may be specified in writing from time to time by the Administrative Agent. All Purchased Assets assigned and transferred to Buyers shall be delivered to the Custodian pursuant to the Custody Agreement. Any Repurchase Price or Price Differential received by any Buyer after 2:30 p.m. New York City time shall be applied on the next succeeding Business Day.

Nothing in this Agreement (including in Section 7 hereof) shall reduce any Seller’s obligation to pay in full (without duplication) any and all Repurchase Prices or Price Differentials or to make any and all Margin Payments or Settlement Payments and any and all other payments on its part to be made pursuant to this Agreement or any other Program Document.

MARGIN MAINTENANCE; PRICE DIFFERENTIAL; INCOME PAYMENTS

Margin Maintenance

(i)

If at any time (A) the aggregate Market Value of all of the Purchased Interests of any Buyer in all Purchased Assets subject to all Transactions with all Sellers is less than the aggregate of such Buyer’s Margin Amount for all such Transactions (such “Buyer’s Margin Deficit”) and (B) the sum of such Buyer’s Margin Deficit and the other Buyer’s Margin Deficit is at least $250,000 then upon notice by such Buyer to Sellers of the existence and amount of such Buyer’s Margin Deficit, Sellers shall assign and transfer to such Buyer (subject to the requirements of Sections 4 and 9(b) hereof) cash and, at such Buyer’s option (and provided Sellers have additional Eligible Assets), additional Eligible Assets (“Additional Purchased Assets”), so that, after giving effect to such assignment and transfer, the sum of the cash and the aggregate Market Value of such Buyer’s Purchased Interests in such Purchased Assets (including any such Additional Purchased Assets) will equal or exceed such aggregate of such Buyer’s Margin Amount (such requirement, a “Margin Call”).

(ii)

Notice required pursuant to Section 6(a)(i) may be given by any means provided in Section 35 hereof. Any notice given before 10:00 a.m. New York time on a Business Day shall be satisfied no later than 5:00 p.m. New York time on the same Business Day. Any notice given after 10:00 a.m. New York time shall be satisfied no later than 5:00 p.m. on the Business Day following the date of such notice. Sellers, Guarantor and Buyers each agree that (A) the failure of any Buyer, on any one or more occasions, to exercise its rights hereunder, or under any other Program Documents, shall not change or alter the terms and conditions to which this Agreement or the other Program Documents are subject or limit the right of such Buyer to do so at a later date; and (B) a failure or delay by any Buyer to exercise its rights hereunder, or under any other Program Documents shall not limit or waive such Buyer’s rights under this Agreement, any of the other Program Documents, or otherwise existing by law, and shall not, in any way, create additional rights for any Seller or the Guarantor.

Price Differential

Each Seller shall pay to each Buyer, in respect of each Transaction or set of Related Transactions for any Purchased Assets, the Price Differential applicable to such Buyer on each Payment Date and on the Repurchase Date for such Transactions and such Purchased Assets, in the amounts and at the times set forth in Section 3(c) hereof.

Income Payments

(i)

Income paid or payable in respect of any Purchased Assets subject to any Transaction or set of Related Transactions (including, without limitation, all Income received or receivable by or on behalf of the related Seller with respect to such Purchased Assets), (A) shall be the property of Buyers according to their respective Purchased Interests in each such Purchased Asset, and (B) shall secure such Seller’s Obligations to the Administrative Agent and Buyers (whether arising under any such, or any other, Transaction or set of Related Transactions) in accordance with Section 8 hereof and subject to the subordination and priority of payments set forth in Section 7 hereof.

(ii)

Each Seller shall cause to be paid either to itself or directly to the Servicer any and all Income on or in respect of Purchased Assets subject to Transactions to which such Seller is a party. Within two Business Days of receiving any such Income (whether directly from Borrowers or from any Seller), the Servicer shall deposit such Income (in such funds as so received, or in immediately available funds, and in the full amount so received) into the Collection Account. The Servicer shall also deposit into the Collection Account such additional funds, at such times, as specified in Annex III hereto. For so long as any Seller or the Servicer shall hold any Income which, in accordance with this paragraph (ii), is required to be deposited into the Collection Account, such Seller and, as applicable, the Servicer shall segregate such Income from its own funds, and shall hold such Income for the benefit of, and in trust for, Buyers and the Administrative Agent.

(iii)

The Servicer and the Administrative Agent shall be entitled to distributions from the Collection Account at such times, in such amounts, and on such other terms and conditions as specified in the Account Agreement and summarized and supplemented in Section 6 of the Custody Agreement, according to which

(A) so long as UBC shall not have received a Notice of Default (other than a Notice of Default that shall have been withdrawn by the Administrative Agent) in the manner specified in the Account Agreement, UBC shall remit to the Servicer such portion of each amount so deposited as the Servicer shall request (up to the total amount then on deposit in the Collection Account) within one (1) Business Day of deposit thereof into the Collection Account and from time to time thereafter.

(B) After UBC shall have received a Notice of Default in the manner specified in the Account Agreement (and so long as the Administrative Agent shall not have withdrawn such Notice of Default), UBC shall remit all amounts in the Collection Account to the Administrative Agent or to such other Person as the Administrative Agent may direct (in each case, for distribution pursuant to the second paragraph of each of Sections 7.II.A and 7.II.B hereof, but subject, in any event, to paragraph (iv) below).

(iv)

Anything herein to the contrary notwithstanding, in the circumstances indicated in the second grammatical paragraph of each of Sections 7.II.A and 7.II.B hereof, the funds and Property in the Collection Account, and all proceeds of any and all dispositions of Purchased Assets and Collateral referred to in such paragraphs, shall be transferred to the Administrative Agent at the times and in the manner set forth in such paragraphs.

(v)

Without prejudice to the survival of Sellers’ and the Servicer’s obligations under the Program Documents at the times or during the periods referred to below or any other times or periods, the obligations of Sellers and the Servicer set forth in paragraphs (ii) and (iv) above, this paragraph (v) and Annex III hereto shall remain in full force and effect whether or not (A) an Event of Default shall have occurred and be continuing, (B) UBC has received a Notice of Default, or (C) any Notice of Default has been withdrawn.

PURCHASED-ASSET AND COLLATERAL SUBORDINATION; PRIORITY OF PAYMENTS

The right, title and interest (including ownership interests and security interests) of each of the Administrative Agent, Buyers and Sellers (each, a “Claimant”) in and to any Purchased Asset (including any Purchased Interest therein) and any item of Collateral shall be either senior and prior in right of payment or, as applicable, subordinate and junior in right of payment, to the right, title and interest of any other Claimant in such Purchased Asset and item of Collateral in the manner and to the extent set forth in this Section 7. In furtherance whereof, Claimants whose payment priority under Section 7.II.A or 7.II.B hereof is higher than the payment priority of other Claimants shall be senior to such other Claimants to the extent set forth in such higher priority.

Subordination. As further (and except as otherwise) indicated in Section 7. II hereof,

(i)

the right, title and interest of the Administrative Agent (to the extent of any claims set forth in Section 7.II.A hereof) and Senior Buyer in and to Purchased Assets and Collateral relating to any Seller constituting Group A Purchased Assets shall be senior and prior in right of payment to the right, title and interest therein of the Administrative Agent (to the extent of any claims set forth in Section 7.II.B hereof), Subordinate Buyer or such Seller;

(ii)

the right, title and interest of the Administrative Agent (to the extent of any claims set forth in Section 7.II.B hereof) and Subordinate Buyer in and to Purchased Assets and Collateral constituting Group A Purchased Assets relating to any Seller shall be senior and prior in right of payment to the right, title and interest therein of such Seller;

(iii)

the right, title and interest of the Administrative Agent (to the extent of any claims set forth in Section 7.II.B hereof) and Subordinate Buyer in and to Purchased Assets and Collateral constituting Group B Purchased Assets relating to any Seller shall be senior and prior in right of payment to the right, title and interest therein of the Administrative Agent (to the extent of any claims set forth in Section 7.II.A hereof), Senior Buyer or such Seller;

(iv)

the right, title and interest of the Administrative Agent (to the extent of any claims set forth in Section 7.II.A hereof), and Senior Buyer in and to Purchased Assets and Collateral constituting Group B Purchased Assets relating to any Seller shall be senior and prior in right of payment to the right, title and interest therein of such Seller.

II.

Priority of Payments

Group A Purchased Assets

Except as otherwise provided in the following paragraph, all payments constituting or in respect of Purchased Assets or Collateral which are Group A Purchased Assets and are received or receivable from time to time by the Administrative Agent or any Buyer from any Seller or, on behalf of such Seller, from the Guarantor, the Servicer or otherwise, in respect of any Seller’s Obligations (including any such payments received from the Collection Account, whether originally deposited into the Collection Account and required to be remitted to the Administrative Agent, whether pursuant to Section 6 hereof or otherwise or consisting of or resulting from Income on investments of the funds and Property from time to time in the Collection Account on account of such Seller’s Obligations) on or before any Payment Date or Repurchase Date (and not theretofore applied on or in respect of any previous Payment Date or Repurchase Date), shall be applied in the following order of priority to such Seller’s Obligations:

(i)

first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable by such Seller to the Custodian under the Custody Agreement on such Payment Date or Repurchase Date with respect to the Purchased Assets of such Seller (whether consisting of Group A Purchased Assets or Group B Purchased Assets);

(ii)

[Reserved];

(iii)

third, to the payment of all (A) related expenses, (B) fees and (C) indemnification payments that are due and payable by such Seller to (x) the Administrative Agent, in each case, which, as of such Payment Date or Repurchase Date, have not been paid within 30 days of the receipt by such Seller of a written invoice issued by the Administrative Agent and (y) the other parties (other than the Servicer) under or in respect of this Agreement and the other Program Documents on such Payment Date, in each case, with respect to the Purchased Assets of such Seller constituting Group A Purchased Assets;

(iv)

[Reserved];

(v)

fifth, to the payment of all of the accrued and unpaid Price Differential of such Seller due and payable to Senior Buyer on such Payment Date or Repurchase Date;

(vi)

sixth, to the payment of the Buyer’s Margin Deficit due and payable by such Seller to Senior Buyer on such Payment Date or Repurchase Date;

(vii)

seventh, on each Repurchase Date, to the payment of the Senior Buyer’s Repurchase Price then due and payable by such Seller to Senior Buyer, until such Senior Buyer’s Repurchase Price (to the extent not theretofore paid) has been paid in full;

(viii)

eighth, on each Payment Date and each Repurchase Date, to cover any shortfall in the Collection Account for application in accordance with (and in the order of priority set forth in) priorities first through sixth (clauses (i) through (vi)) set forth in the first paragraph of Section 7.II.B hereof; and

(ix)

ninth, to such Seller, provided, that no Default or Event of Default with respect to such Seller shall then have occurred and be continuing.

All proceeds of any and all dispositions of Purchased Assets and Collateral which constitute Group A Purchased Assets and are received or receivable by the Administrative Agent, or any Buyer at any time and from time to time, following the occurrence and during the continuance of an Event of Default, pursuant to Section 19 hereof, and all other payments received or receivable by the Administrative Agent, or any Buyer, or available to be applied, at any time upon the occurrence and during the continuance of an Event of Default (including payments referred to in the preceding paragraph) in respect of any Seller shall be applied, as and when received (whether or not a Payment Date or a Repurchase Date), to such Seller’s Obligations in the order of priority set forth in clauses (iD) through (xiD) below (it being understood that no payment shall be made at any time at any such level of priority until all Obligations of such Seller at higher priorities which are then due and payable, or are then accrued or outstanding, have been paid in full, and no payment shall be made to any Seller except in accordance with clause (xiD) below:

(iD) first, to the payment of all of the fees, costs and expenses (excluding indemnification payments) that are then due and payable (or are then accrued or outstanding) by such Seller to the Custodian under the Custody Agreement with respect to the Purchased Assets of such Seller (whether consisting of Group A Purchased Assets or Group B Purchased Assets);

(iiD) [Reserved];

(iiiD) third, to the payment of all (A) related expenses and (B) fees (excluding indemnification payments) that are then due and payable (or are then accrued or outstanding) by such Seller to (x) the Administrative Agent, and (y) the other parties (other than the Servicer) under or in respect of this Agreement and the other Program Documents, in each case, with respect to the Purchased Assets of such Seller constituting Group A Purchased Assets;

(ivD) fourth, to the payment of the Administrative Agent’s Event of Default Costs theretofore incurred as a result of such Event of Default with respect to Group A Purchased Assets;

(vD) fifth, (A) to the payment in full of any and all unpaid Event of Default Costs theretofore incurred, as a result of such Event of Default, by Senior Buyer; and (B) next, to the payment of all of the theretofore accrued and unpaid Price Differential owing by such Seller to Senior Buyer;

(viD) sixth, to the payment of the Buyer’s Margin Deficit then due and payable by such Seller to Senior Buyer;

(viiD) seventh, to the payment of the Senior Buyer’s Repurchase Price then payable by such Seller to Senior Buyer, until such Senior Buyer’s Repurchase Price (to the extent not theretofore paid) has been paid in full;

(viiiD) eighth, (A) to the payment of indemnification payments that are then due and payable (or are then accrued or outstanding) by such Seller to the Custodian under the Custody Agreement with respect to the Purchased Assets of such Seller (whether consisting of Group A Purchased Assets or Group B Purchased Assets); and (B) next, to the payment of all indemnification payments that are then due and payable (or are then accrued or outstanding) by such Seller to (x) the Administrative Agent, and (y) the other parties (other than the Servicer) under or in respect of this Agreement and the other Program Documents, in each case, with respect to the Purchased Assets of such Seller constituting Group A Purchased Assets;

(ixD) [Reserved];

(xD) tenth, to cover any shortfall in the Collection Account or in the proceeds of any and all dispositions of Purchased Assets and Collateral constituting Group B Purchased Assets for application in accordance with (and in the order of priority set forth in) priorities first through sixth (clauses (iD) through (viD)) of the second paragraph of Section 7.II.B hereof; and

(xiD) eleventh, to such Seller, provided, that no payment shall be made to such Seller or any Seller (whether pursuant to this clause (xiD) or otherwise) until the earlier of the first day on which no Default or Event of Default shall be continuing and on which (following the Termination Date) all of the Sellers’ Obligations and the Guarantor’s obligations hereunder and under the other Program Documents shall have been paid in full.

Group B Purchased Assets

Except as otherwise provided in the following paragraph, all payments constituting or in respect of Purchased Assets or Collateral which are Group B Purchased Assets and are received or receivable from time to time by the Administrative Agent or any Buyer from any Seller or, on behalf of such Seller, from the Guarantor, the Servicer or otherwise, in respect of any Seller’s Obligations (including any such payments received from the Collection Account, whether originally deposited into the Collection Account and required to be remitted to the Administrative Agent, whether pursuant to Section 6 hereof or otherwise or consisting of or resulting from Income on investments of the funds and Property from time to time in the Collection Account on account of such Seller’s Obligations) on or before any Payment Date or Repurchase Date (and not theretofore applied on or in respect of any previous Payment Date or Repurchase Date), shall be applied in the following order of priority to such Seller’s Obligations:

(i)

[Reserved];

(ii)

second, to the payment of all (A) related expenses, (B) fees and (C) indemnification payments that are due and payable by such Seller to (x) the Administrative Agent, in each case, which, as of such Payment Date or Repurchase Date, have not been paid within 30 days of the receipt by such Seller of a written invoice issued by the Administrative Agent and (y) the other parties (other than the Servicer) under or in respect of this Agreement and the other Program Documents on such Payment Date, in each case, with respect to the Purchased Assets of such Seller constituting Group B Purchased Assets;

(iii)

[Reserved];

(iv)

fourth, to the payment of all of the accrued and unpaid Price Differential due and payable by such Seller to Subordinate Buyer on such Payment Date or Repurchase Date;

(v)

fifth, to the payment of the Buyer’s Margin Deficit due and payable by such Seller to Subordinate Buyer on such Payment Date or Repurchase Date;

(vi)

sixth, on each Repurchase Date, to the payment of the Subordinate Buyer’s Repurchase Price then due and payable by such Seller to Subordinate Buyer, until such Subordinate Buyer’s Repurchase Price (to the extent not theretofore paid) has been paid in full;

(vii)

seventh, on each Payment Date and each Repurchase Date, to cover any shortfall in the Collection Account for application in accordance with (and in the order of priority set forth in) priorities first through seventh (clauses (i) through (vii)) of the first paragraph of Section 7.II.A hereof; and

(viii)

eighth, to such Seller, provided, that no Default or Event of Default with respect to such Seller shall then have occurred and be continuing.

All proceeds of any and all dispositions of Purchased Assets and Collateral which constitute Group B Purchased Assets and are received or receivable by the Administrative Agent or any Buyer at any time and from time to time, following the occurrence and during the continuance of an Event of Default, pursuant to Section 19 hereof, and all other payments received or receivable by the Administrative Agent or any Buyer, or available to be applied, at any time upon the occurrence and during the continuance of an Event of Default (including payments referred to in the preceding paragraph) in respect of any Seller shall be applied, as and when received (whether or not a Payment Date or a Repurchase Date), to such Seller’s Obligations in the order of priority set forth in clauses (iD) through (viiiD) below (it being understood that no payment shall be made at any time at any such level of priority until all Obligations of such Seller at higher priorities which are then due and payable, or are then accrued or outstanding, have been paid in full, and no payment shall be made to any Seller except in accordance with clause (viiiD) below:

(iD) [Reserved];

(iiD) second, to the payment of all (A) related expenses, (B) fees and (C) indemnification payments that are then due and payable (or are then accrued or outstanding) by such Seller to (x) the Administrative Agent, and (y) the other parties (other than the Servicer) under or in respect of this Agreement and the other Program Documents, in each case, with respect to the Purchased Assets of such Seller constituting Group B Purchased Assets;

(iiiD) third, to the payment of the Administrative Agent’s Event of Default Costs theretofore incurred as a result of such Event of Default with respect to Group B Purchased Assets;

(ivD) fourth, (A) to the payment in full of any and all unpaid Event of Default Costs theretofore incurred by Subordinate Buyer; and, next, to the payment of all of the theretofore accrued and unpaid Price Differential owing by such Seller to Subordinate Buyer;

(vD) fifth, to the payment of the Buyer’s Margin Deficit then due and payable by such Seller to Subordinate Buyer;

(viD) sixth, to the payment of the Subordinate Buyer’s Repurchase Price payable by such Seller to Subordinate Buyer, until such Subordinate Buyer’s Repurchase Price (to the extent not theretofore paid) has been paid in full;

(viiD) seventh, to cover any shortfall in the Collection Account or in the proceeds of any and all dispositions of Purchased Assets and Collateral constituting Group A Purchased Assets for application in accordance with (and in the order of priority set forth in) priorities first through ninth (clauses (iD) through (ixD)) of the second paragraph of Section 7.II.A hereof; and

(viiiD) eighth, to such Seller, provided, that no payment shall be made to such Seller or any Seller (whether pursuant to this clause (viiiD) or otherwise) until the earlier of the first day on which no Default or Event of Default shall be continuing and on which (following the Termination Date) all of the Sellers’ Obligations and the Guarantor’s obligations hereunder and under the other Program Documents shall have been paid in full.

All rights, title and interest (including ownership interests and security interests) of any and all Claimants, all obligations of Claimants to any other Claimants under this Section 7, and all Obligations of Sellers shall remain in full force and effect irrespective of any Seller’s bankruptcy or insolvency or any other proceeding of a type referred to in Section 18(f) or 18(g) hereof brought by or against any Seller and irrespective of any circumstance that might otherwise constitute a defense available to, or a discharge of, any Seller, Claimant or any subordinate creditor or any surety. The provisions of this Section 7 constitute a continuing agreement and shall remain in full force and effect until the payment in full (following the Termination Date) of all Obligations.

SECURITY INTEREST

Sellers and Buyers intend that the Transactions hereunder be sales to Buyers of the Purchased Assets (and, specifically, sales to each Buyer of Purchased Interests in Purchased Assets) and not loans from Buyers to Sellers secured by the Purchased Assets (or by Purchased Interests therein). However, in order to preserve each Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and, in addition, in order to further secure Sellers’ performance of all of their Obligations, each Seller (each, a “Grantor”) hereby grants the Administrative Agent, for its benefit and the benefit of Buyers, a security interest in all of its right, title and interest in and to the following Property ((i) wherever located and however held, (ii) whether now existing or owned by such Grantor or hereafter arising or acquired, (iii) whether consisting of notes, including notes secured by real estate, instruments, chattel paper, payment intangibles and other general intangibles, deposit accounts and trust accounts, including all funds therein, supporting obligations and any and all proceeds of Collateral as defined below, (iv) whether the Grantor’s Obligations secured by such Property arise in a Transaction or set of Related Transactions the same as, or different from, the Transactions in which such Property is assigned and transferred pursuant to Section 4 hereof, and (v) whether or not the holder of the security interest in such Property is the same Person as the buyer of such Property in such Transaction or set of Related Transactions) (such right, title and interest in and to Property being the “Collateral”): th

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