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Credit Agreement [Amended and Restated No. 5]
Credit Agreement [Amended and Restated No. 5] (281K)
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FIFTH AMENDED AND RESTATED
CREDIT AGREEMENT
BY AND AMONG
NEW CENTURY MORTGAGE
CORPORATION,
NC CAPITAL CORPORATION,
THE LENDERS FROM TIME TO TIME
PARTY THERETO,
AND
U.S. BANK NATIONAL ASSOCIATION
DATED AS OF MAY 23, 2001
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
{S} {C} {C} {C}
SECTION I. DEFINITIONS AND ACCOUNTING TERMS....................................................1
1.01 Certain Defined Terms............................................................1
1.02 Accounting Terms................................................................14
1.03 Computation of Time Periods.....................................................15
1.04 Other Definitional Terms........................................................15
SECTION II. THE CREDIT FACILITIES.............................................................15
2.01 The Warehousing Facility and the Swingline Facility.............................15
2.02 Interest on the Note; Balances Deficiency Fees; Continuations and Conversions...20
2.03 Payments and Computations.......................................................22
2.04 Setoff..........................................................................22
2.05 Increased Capital Requirements..................................................23
2.06 Provisions Relating to Eurodollar Advances and Balance Funded Rate Advances.....23
SECTION III. REPRESENTATIONS AND WARRANTIES...................................................25
3.01 Formation; Powers; Good Standing; Subsidiaries; Agency Status...................25
3.02 Authorization; No Conflict; Governmental Consents; Binding Effect...............25
3.03 Financial Condition.............................................................26
3.04 Title to Property; Liens........................................................27
3.05 Litigation; Adverse Facts.......................................................27
3.06 Other Agreements; Performance...................................................27
3.07 Use of Proceeds.................................................................28
3.08 Taxes...........................................................................28
3.09 ERISA...........................................................................28
3.10 Governmental Regulation.........................................................28
3.11 Indebtedness....................................................................28
3.12 No Material Adverse Event.......................................................29
3.13 Licenses and Permits............................................................29
3.14 Guarantees......................................................................29
3.15 Accuracy and Completeness of Information........................................29
SECTION IV. COVENANTS OF THE BORROWERS........................................................29
4.01 Financial Statements and Other Reports..........................................29
4.02 Corporate Existence.............................................................33
4.03 Compliance with Laws, Taxes, etc................................................33
4.04 ERISA...........................................................................33
4.05 Assets and Insurance............................................................33
4.06 Inspection, Visitation, etc.....................................................34
4.07 Further Assurances..............................................................34
i
{PAGE}
4.08 Indebtedness....................................................................34
4.09 Liens...........................................................................35
4.10 Investments.....................................................................36
4.11 Guarantees......................................................................37
4.12 Restriction on Fundamental Changes..............................................37
4.13 Restricted Payments.............................................................38
4.14 Net Worth.......................................................................38
4.15 Minimum Liquidity...............................................................39
4.16 Leverage Ratio..................................................................39
4.17 Subsidiaries....................................................................39
4.18 Affiliate Transactions..........................................................39
4.19 Escrow Imbalances...............................................................39
4.20 Inconsistent Agreements.........................................................39
4.21 Closing Procedures..............................................................40
4.22 Underwriting....................................................................40
4.23 Independence of Covenants.......................................................40
SECTION V. CONDITIONS PRECEDENT...............................................................40
5.01 Conditions Precedent to Effectiveness...........................................40
5.02 Conditions Precedent to all Loans...............................................42
SECTION VI. EVENTS OF DEFAULT; REMEDIES.......................................................43
6.01 Events of Default...............................................................43
6.02 Remedies........................................................................45
SECTION VII. THE AGENT........................................................................45
7.01 Appointment and Authorization...................................................45
7.02 Note Holders....................................................................45
7.03 Consultation With Counsel.......................................................45
7.04 Documents.......................................................................46
7.05 Agent and Affiliates............................................................46
7.06 Action by Agent.................................................................46
7.07 Credit Analysis.................................................................46
7.08 Notices of Event of Default, etc................................................46
7.09 Indemnification.................................................................47
7.10 Payments........................................................................47
7.11 Sharing of Payments.............................................................48
7.12 Successor Agent.................................................................48
7.13 Inspection......................................................................49
7.14 Notice of New Investors.........................................................49
SECTION VIII. MISCELLANEOUS...................................................................49
8.01 Waiver..........................................................................49
ii
{PAGE}
8.02 Notices.........................................................................49
8.03 Expenses; Indemnification.......................................................49
8.04 Confidentiality.................................................................50
8.05 Releases, Amendments, Waivers, Consents and Exercise of Remedies................50
8.06 Binding Effect; Assignments and Participations; Transferees; New Lenders;
Commitment Increases............................................................51
8.07 Governing Law and Construction..................................................52
8.08 Consent to Jurisdiction.........................................................52
8.09 Waiver of Jury Trial............................................................53
8.10 Survival of Agreement...........................................................53
8.11 Captions........................................................................53
8.12 Entire Agreement................................................................53
8.13 Counterparts....................................................................53
8.14 Borrowers Acknowledgments.......................................................53
8.15 Exiting Lenders.................................................................54
8.16 Amendments, Waivers and Modification Fees.......................................54
8.17 Joint and Several Obligations. ................................................54
{/TABLE}
iii
{PAGE}
FIFTH AMENDED AND RESTATED
CREDIT AGREEMENT
FIFTH AMENDED and RESTATED CREDIT AGREEMENT dated as of May 23, 2001 by
and among NEW CENTURY MORTGAGE CORPORATION, a California corporation ("NCMC" or
"Borrower"), NC CAPITAL CORPORATION, a California corporation ("NCCC" or
"Borrower" and together with NCMC, the "Borrowers"), the lenders from time to
time party hereto (each a "Lender" and collectively, the "Lenders"), and U.S.
BANK NATIONAL ASSOCIATION, as agent for the Lenders (in such capacity, together
with any successor agents appointed hereunder, the "Agent").
WHEREAS, the Borrowers, the Existing Lenders, which include certain of the
Lenders, and the Agent are parties to that certain Fourth Amended and Restated
Credit Agreement dated as of May 26, 1999 (as amended, the "Existing Credit
Agreement") pursuant to which the Existing Lenders provided NCMC with a
revolving mortgage warehousing credit facility and USBNA (defined below)
provided NCMC with a swingline facility and working capital credit facility; and
WHEREAS, the Borrowers have requested that the Lenders and the Agent amend
certain provisions of and restate the Existing Credit Agreement, and that
certain of the Existing Lenders party to the Existing Credit Agreement cease to
be parties to the Agreement;
Accordingly, the parties hereto hereby agree as follows:
SECTION I. DEFINITIONS AND ACCOUNTING TERMS.
1.01 CERTAIN DEFINED TERMS. As used herein, the terms defined in the
introductory paragraphs hereof shall have the meanings given them therein and
the following terms shall have the following respective meanings (such terms to
be equally applicable to both the singular and plural forms of the terms
defined):
"ADJUSTED EURODOLLAR RATE": on any date of determination, the rate
(rounded upward, if necessary, to the next higher one hundredth of one
percent) determined by dividing the Eurodollar Rate for such date by 1.00
MINUS the Eurodollar Reserve Percentage.
"ADJUSTED LEVERAGE RATIO": on any date of determination, the ratio
of (a) Total Liabilities to (b) Adjusted Tangible Net Worth.
"ADJUSTED TANGIBLE NET WORTH": on any date of determination, the
Tangible Net Worth of NCFC 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 4.08(d).
"ADVANCE": (a) a Prime Rate Advance, (b) a Balance Funded Rate
Advance, or (c) a Eurodollar Advance.
{PAGE}
"AFFILIATE": with respect to any Person, any other Person directly
or indirectly controlling, controlled by, or under common control with,
such Person, whether through the ownership of voting securities, by
contract or otherwise.
"AGREEMENT": this Fifth Amended and Restated Credit Agreement, as
amended, supplemented, restated or otherwise modified and in effect from
time to time.
"APPLICABLE MARGIN": with respect to:
(a) Prime Rate Advances, 0%; and
(b) Eurodollar Advances, 1.625%.
"BALANCE CALCULATION PERIOD": each calendar quarter after the
Effective Date to and including the later of the date on which the Notes
shall be paid in full or the Termination Date, except that the first
Balance Calculation Period shall commence on the Effective Date and the
last Balance Calculation Period shall end on the later of the date on
which the Notes shall have been paid in full or the Termination Date.
"BALANCE FUNDED RATE ADVANCE": an outstanding Loan that bears
interest as provided in Section 2.02(a)(i).
"BALANCES DEFICIENCY": as defined in Section 2.02(a)(i).
"BALANCES DEFICIENCY FEE": as defined in Section 2.02(a)(i).
"BALANCES SURPLUS": as defined in Section 2.02(a)(i).
"BORROWERS": NCMC and NCCC.
"BORROWING BASE": on any date of determination, an amount equal to
100% of the Warehousing Collateral Value of the Collateral, as determined
by the Agent from its records.
"BORROWING DATE": the Business Day specified by NCMC in a
Confirmation of Borrowing/Paydown/Conversion as the date on which it
requests the Lenders to make Warehousing Loans or USBNA to make a
Swingline Loan.
"BUSINESS DAY": any day of the year other than a Saturday, Sunday or
other day on which commercial banks in Minneapolis, Minnesota are required
or authorized to close.
"CASH": all cash and cash equivalents, as shown on a consolidated
balance sheet of any Borrower prepared in accordance with GAAP, including,
without limitation, all deposit accounts of such Borrower with any Lender
or any other financial institution.
-2-
{PAGE}
"CHANGE OF CONTROL": the occurrence, after the Signing Date, of any
of the following circumstances: (a) NCFC 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 NCFC (or other securities convertible into such securities)
representing 35% or more of the combined voting power of all securities of
NCFC 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, control over securities of NCFC (or other securities
convertible into such securities) representing 35% or more of the combined
voting power of all securities of NCFC entitled to vote in the election of
directors; or (d) Robert Cole ceasing to be Chairman and Chief Executive
Officer of NCFC.
"CODE": the Internal Revenue Code of 1986, together with all
amendments from time to time thereto.
"COLLATERAL": as defined in the Pledge and Security Agreement, and
as defined in the Servicing Security Agreement.
"COLLATERAL ACCOUNT": account number 1731-0097-1378 of NCMC with
the Agent.
"COMMITMENT": as to any Lender, the obligation of such Lender to
make Loans pursuant to Section 2.01(a).
"COMMITMENT AMOUNT": as to any Lender, the amount set opposite such
Lender's name as its "Commitment" in Schedule 1.01(b), as the same may be
(i) reduced pursuant to Section 2.01(g), (ii) changed as the result of an
assignment pursuant to Section 8.06(a) or (iii) increased pursuant to
Section 8.06(b).
"COMPANY SECURITIZATION TRANSACTION": an issuance of Mortgage-backed
Securities by either Borrower, or by SBRC, Paine Webber, or any other
registered broker-dealer acceptable to the Agent in its sole discretion,
or an Affiliate of any of them, on behalf of either Borrower, through a
trust or other entity created by either Borrower, SBRC, Paine Webber or
any other registered broker-dealer acceptable to the Agent in its sole
discretion, which Mortgage-backed Securities are either secured (in whole
or in part) by Mortgage Loans originated or acquired by such Borrower or
evidence the entire beneficial ownership interest therein, and in
connection with which one or more Junior Securitization Interests are
issued to such Borrower or an Affiliate of such Borrower.
"COMPLIANCE/BORROWING BASE CERTIFICATE": a certificate in the form
of Exhibit A.
"CONFIRMATION OF BORROWING/PAYDOWN/CONVERSION": a confirmation in
292731
|
 New Century
As referenced in this Credit Agreement [Amended and Restated No. 5]:
New Century Mortgage Securities, – NCMC
Mortgage Corporation)
NC Capital Corporation California
New Century R.E.O. Corp. California
NC Residual Corporation Delaware
NC Residual II Corporation Delaware
New Century Mortgage Securities, Inc. Delaware
Worth Funding Incorporated California
PWF Corporation California
(also doing business as Primewest
Funding and Western Capital Mortgage)
Anyloan Financial Corporation
_____________
dt 249936
;
Fannie Mae
As referenced in this Credit Agreement [Amended and Restated No. 5]:
FANNIE MAE – respect to Washington Mutual Bank, FA, formerly known as Bank United, the
outstanding Warehousing Loans made by that Exiting Lender under this
Agreement.
"FANNIE MAE ": Fannie Mae, a corporation created under the laws of
the United States, and any successor thereto.
"FAIR MARKET VALUE": as defined in
_____________
Fannie Mae – Washington Mutual Bank, FA, formerly known as Bank United, the
outstanding Warehousing Loans made by that Exiting Lender under this
Agreement.
"FANNIE MAE": Fannie Mae , a corporation created under the laws of
the United States, and any successor thereto.
"FAIR MARKET VALUE": as defined in Exhibit E.
-
_____________
Fannie Mae – pool of
Mortgage Loans or is secured by such an interest.
"MORTGAGE BANKER'S FINANCIAL REPORTING FORM": Form Number 1002-1055
of the Fannie Mae Seller's Guide.
"MORTGAGE LOAN": a Mortgage Note and the related Mortgage.
"MORTGAGE NOTE": a promissory note which has a term not
_____________
dt 252332
;
Chase Manhattan
As referenced in this Credit Agreement [Amended and Restated No. 5]:
Chase Manhattan Bank, – OF DEFAULT": as defined in Section 6.01.
"EXISTING LENDERS": USBNA, Guaranty Bank, formerly known as Guaranty
Federal Bank, F.S.B., The Chase Manhattan Bank, successor-by-merger to
Chase Bank of Texas, N.A., Residential Funding Corporation, Washington
Mutual Bank, FA, formerly known as Bank United,
_____________
Chase Manhattan
Bank, – FA, formerly known as Bank United, and Union Bank of
California, N.A.
"EXIT DATE": the Effective Date in the case of The Chase Manhattan
Bank, successor-by-merger to Chase Bank of Texas, N.A., and Union Bank of
California, N.A., and July 31, 2001, in
_____________
Chase Manhattan Bank, – California, N.A., and July 31, 2001, in the case of Washington Mutual
Bank, FA, formerly known as Bank United.
"EXITING LENDERS": The Chase Manhattan Bank, successor-by-merger to
Chase Bank of Texas, N.A., Union Bank of California, N.A. and, effective
July 31, 2001, Washington
_____________
Chase Manhattan Bank, – 31, 2001, Washington Mutual Bank, FA, formerly known as Bank United.
"EXISTING WAREHOUSING LOANS": as of the Exit Date, with respect to
The Chase Manhattan Bank, successor-by-merger to Chase Bank of Texas,
N.A., and Union Bank of California, N.A., the outstanding "Warehousing
Loans" (as
_____________
dt 245563
;
|
Freddie Mac
As referenced in this Credit Agreement [Amended and Restated No. 5]:
"FREDDIE MAC" – such purpose.
"FIXED RATE": as defined in Section 2.02(a)(i).
"FLOATING RATE ADVANCE": a Prime Rate Advance or a Eurodollar
Advance.
"FREDDIE MAC" : Freddie Mac, a corporation created under the laws of
the United States, and any successor thereto.
"GAAP": generally accepted accounting principles in
_____________
Freddie Mac, – FIXED RATE": as defined in Section 2.02(a)(i).
"FLOATING RATE ADVANCE": a Prime Rate Advance or a Eurodollar
Advance.
"FREDDIE MAC": Freddie Mac, a corporation created under the laws of
the United States, and any successor thereto.
"GAAP": generally accepted accounting principles in the United
_____________
dt 257486
;
Greenwich
As referenced in this Credit Agreement [Amended and Restated No. 5]:
Greenwich Capital Financial Products, – any date of determination.
"GINNIE MAE": the Government National Mortgage Association, an
agency of the United States government, and any successor thereto.
"GREENWICH": Greenwich Capital Financial Products, Inc.
"GUARANTEE": any obligation, contingent or otherwise, of any Person
guaranteeing or having the economic effect of guaranteeing any
Indebtedness of any
_____________
dt 244491
;
More... |
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| 2001 |
Receivables Financing Facility Agreement
Receivables Financing Facility Agreement (128K)
Doc #292758: Click preview link for longer preview.
RECEIVABLES FINANCING FACILITY AGREEMENT
RECEIVABLES FINANCING FACILITY AGREEMENT, dated as of the 28th day of
February, 2001, by and between (i) OCWEN FEDERAL BANK FSB, a federal savings
bank, as Lender and Pledgee (the "Lender"), and (ii) NEW CENTURY MORTGAGE
CORPORATION, a California corporation, as Borrower and Pledgor (the "Borrower").
R E C I T A L S
WHEREAS, the Borrower desires to enter into this Agreement (as defined
herein) and the Note (as defined herein); and
WHEREAS, the Borrower will incur monetary and other obligations to the
Lender pursuant to this Agreement and the Note; and
WHEREAS, the Borrower, as master servicer with respect to those certain
securitization transactions listed on Exhibit C hereto (the "Securitization
Transactions"), shall be entitled to Receivables (as defined herein) from the
applicable trust that owns the underlying Mortgage Loans (as defined herein);
and
WHEREAS, all of the right, title and interest in the Receivables and the
Other Assets (as defined herein) are intended to be and shall be the assets of
the Borrower; and
WHEREAS, Lender is willing to provide the Borrower with a one-time Loan in
consideration of the pledge of the Collateral (as defined herein) and on the
terms and conditions set forth herein; and
WHEREAS, it is a condition precedent to the obligation of Lender to enter
into this Agreement and to make the Loan hereunder to the Borrower, that the
Borrower shall have executed and delivered UCC-1 financing statements evidencing
the lien on the the Pledged Assets in favor of Lender;
NOW THEREFORE in consideration of the premises and mutual agreements
contained herein, the adequacy and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
Section 1. Definitions. When used herein, the following terms shall have the
meanings set forth below:
"Affiliate" shall mean, with respect to any Person, any other Person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person. For
{PAGE}
purposes of this definition, control of a Person shall mean the power, direct or
indirect, (i) to vote 25% or more of the securities having ordinary voting power
for the election of directors of such Person or (ii) to direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.
"Agreement" shall mean this Receivables Financing Facility Agreement, as
the same may be amended, supplemented or otherwise modified from time to time.
"Borrower" shall mean New Century Mortgage Corporation, a California
corporation, and any successor thereto.
"Business Day" shall mean any day other than a Saturday, Sunday or any day
on which federal reserve banks or the Lender are not authorized or required to
close.
"Capital Stock" shall mean any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants or options to purchase any of the foregoing.
"Cash" shall mean all cash and cash equivalents, as shown on the
consolidated balance sheet of the Borrower prepared in accordance with GAAP,
including, without limitation, all deposit accounts of the Borrower with the
Lender or any other financial institution.
"Code" shall mean the Internal Revenue Code of 1986, together with all
amendments from time to time thereto.
"Collateral" shall have the meaning set forth in Section 3.1 hereof.
"Collateral Deficiency" shall have the meaning set forth in Section 3.5(a)
hereof.
"Collateral Value" shall mean with respect to the Loan and any of the
Collateral securing the Loan, the value determined by the Lender in its sole
discretion.
"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.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.
"ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that is a member of a group that is treated as a single employer
under Section 414 of the Code of which the Borrower is a member.
2
{PAGE}
"Event of Default" shall have the meaning set forth in Section 9 hereof.
"Facility Amount" shall mean (a) initially, $18,000,000, and (b) following
the date that any Loan is made pursuant to Section 2.2(c), the sum of (i) the
amount of the initial Loan made hereunder, plus (ii) the amount of the Loan made
pursuant to Section 2.2(c).
"Foreclosure Advance" shall mean a recoverable advance made by Borrower
for T&I Payments or the costs of repair or enforcement in connection with the
foreclosure or other enforcement of a Mortgage Loan which is part of the
underlying pool of Mortgage Loans backing a Securitization Transaction.
"Foreclosure Advance Receivable" shall mean as of any date of
determination, a valid, readily enforceable claim of the Borrower to retain
amounts received or to be received from an obligor, or out of the foreclosure
proceeds, under a Mortgage Loan serviced by the Borrower to reimburse the
Borrower for a Foreclosure Advance.
"GAAP" shall mean generally accepted accounting principles as in effect in
the United States, as may be in place from time to time, on a consistent basis.
"Guarantee" shall mean any obligation, contingent or otherwise, of any
Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness of any other Person (the "primary obligor") in any manner, whether
directly or otherwise, (a) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or to purchase (or to advance or
supply funds for the purchase of) any direct or indirect security therefor, (b)
to purchase property, securities, or services for the purpose of assuring the
owner of such Indebtedness of the payment of such Indebtedness, (c) to maintain
working capital, equity capital, or other financial statement condition of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or
otherwise to protect the owner thereof against loss in respect thereof, or (d)
entered into for the purpose of assuring in any manner the owner of such
Indebtedness of the payment of such Indebtedness or to protect such owner
against loss in respect thereof; provided, that the term "Guarantee" shall not
include endorsements for collection or deposit, in each case in the ordinary
course of business.
"Indebtedness" shall mean with respect to any Person at any time, without
duplication, all obligations of such Person which, in accordance with GAAP,
consistently applied, should be classified as liabilities on an unconsolidated
balance sheet of such Person, but in any event shall include: (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (c)
all obligations of such Person upon which interest charges are customarily paid
or accrued, (d) all obligations of such Person under conditional sale or other
title retention agreements relating to property purchased by such Person, (e)
all obligations of such Person issued or assumed as the deferred purchase price
of property or services, but excluding accrued expenses and trade payables
incurred and paid in the ordinary course of business, (f) all obligations of
others secured by any Lien on property owned or acquired by such Person, whether
or not the obligations secured thereby have been assumed, (g) all capitalized
292758
|
New Century
As referenced in this Receivables Financing Facility Agreement:
New
Century Mortgage Securities, – Administrator for Floating Rate
Mortgage Pass-Through Certificates, Series 1999-NC4.
20. Pooling and Servicing Agreement, dated as of September 1, 1999, among New
Century Mortgage Securities, Inc., as Depositor, New Century Mortgage
Corporation, as Master Servicer, Firstar Bank Milwaukee, N.A., as Trustee
and U.S. Bank National
_____________
New
Century Mortgage Securities, – Administrator for Floating
Rate Mortgage Pass-Through Certificates, Series 1999-NC5.
22. Pooling and Servicing Agreement, dated as of December 1, 1999, among New
Century Mortgage Securities, Inc., as Depositor, New Century Mortgage
Corporation, as Servicer, NC Capital Corporation as Seller, Firstar Bank,
N.A., as Trustee and U.
_____________
New
Century Mortgage Securities, – Administrator for New Century Home Equity Loan Trust, Series 1999-NCD.
23. Pooling and Servicing Agreement, dated as of March 1, 2000, among New
Century Mortgage Securities, Inc., as Depositor, New Century Mortgage
Corporation, as Master Servicer,
C-3
{PAGE}
Firstar Bank, N.A., as Trustee and U.S.
_____________
New
Century Mortgage Securities, – Administrator for New Century Home Equity Loan Trust, Series
2000-NC1.
24. Pooling and Servicing Agreement, dated as of June 1, 2000, among New
Century Mortgage Securities, Inc., as Depositor, New Century Mortgage
Corporation, as Master Servicer, Firstar Bank, N.A., as Trustee and U.S.
Bank National Association,
_____________
New Century Mortgage Securities, – amended by Amendment No. 1 dated as
of July 31, 2000 and Amendment No. 2 dated as of September 15, 2000, each
among New Century Mortgage Securities, Inc., as Depositor, New Century
Mortgage Corporation, as Master Servicer, Firstar Bank, N.A., as Trustee
and U.S. Bank National Association,
_____________
dt 249938
;
CSFB Mortgage
As referenced in this Receivables Financing Facility Agreement:
Credit
Suisse First Boston Mortgage Securities – as Trustee
and U.S. Bank National Association, as Trust Administrator.
25. Pooling and Servicing Agreement, dated as of June 1, 2000, among Credit
Suisse First Boston Mortgage Securities Corp., as Depositor, New Century
Mortgage Corporation and Option One Mortgage Corporation, as Master
Servicers, U.S. Bank National Association, as Trust Administrator
_____________
dt 249943
;
National City
As referenced in this Receivables Financing Facility Agreement:
National City Bank, – as Depositor, New Century
Mortgage Corporation and Option One Mortgage Corporation, as Master
Servicers, U.S. Bank National Association, as Trust Administrator and
National City Bank, as Trustee for Home Equity Loan Pass-Through
Certificates, Series 2000-HE1.
C-4
{PAGE}
EXHIBIT D
[FORM OF OPINION OF COUNSEL
_____________
dt 245773
;
|
U.S. Bank, NA
As referenced in this Receivables Financing Facility Agreement:
U.S. Bank National Association
– total assets of the Borrower over
total liabilities of the Borrower, determined in accordance with GAAP.
"Permitted Lien" shall mean the interest of U.S. Bank National Association
on the Other Assets pursuant to the U.S. Bank Repurchase Agreement, which
interest is senior to the lien of the Lender
_____________
U.S. Bank
National Association, – York.
"U.S. Bank Repurchase Agreement" shall mean that certain Restated Purchase
Agreement, dated as of July 31, 2000, between the Borrower and U.S. Bank
National Association, as amended.
Section 2. The Loan.
2.1 Agreement to Lend. Subject to the terms and conditions of this
Agreement, and provided
_____________
U.S. Bank National Association – i) Liens incurred in connection with that certain Fourth Amended
and Restated Credit Agreement, dated as of May 26, 1999, among the Borrower,
U.S. Bank National Association and the lender parties thereto.
5.10 Investments. The Borrower will not, directly or indirectly, make or
own any Investment, except Investments in (
_____________
U.S. Bank National Association – collateral" thereunder, to be filed in each jurisdiction in which it is
necessary to file to perfect a security interest in Collateral;
(e) U.S. Bank National Association shall have consented in writing
to the Lender's subordinate interest in the Other Assets; and
(f) With respect to the collections received
_____________
U.S. Bank National Association – s subordinate interest in the Other Assets; and
(f) With respect to the collections received by the Borrower on the
underlying Mortgage Loans, U.S. Bank National Association shall have agreed to
set up a tri-party agreement or similar agreement (the "Tri-Party Agreement")
whereby, upon the Borrower's failure
_____________
dt 248799
|
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| 2003 |
Opinion: Underwriting Agreement
Opinion: Underwriting Agreement (12K)
Doc #150172: Click preview link for longer preview.
June 26, 2003
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Opinion: Underwriting Agreement
New Century Home Equity Loan Trust, Series 2003-3
Asset Backed Pass-Through Certificates
-------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to New Century Mortgage Securities, Inc. (the
"Depositor") in connection with (i) the Mortgage Loan Purchase Agreement, dated
June 24, 2003 (the "Purchase Agreement"), between NC Capital Corporation and the
Depositor, (ii) the Pooling and Servicing Agreement, dated as of June 1, 2003
(the "Pooling and Servicing Agreement"), among the Depositor as depositor, New
Century Mortgage Corporation as master servicer and Deutsche Bank National Trust
Company as trustee (the "Trustee") and the certificates issued pursuant thereto
designated as Asset Backed Pass-Through Certificates, Series 2003-3,
(collectively, the "Certificates"), (iii) the Underwriting Agreement, dated June
24, 2003 (the "Underwriting Agreement"), among the Depositor and Morgan Stanley
& Co. Incorporated (the "Underwriter") pursuant to which certain Certificates
were sold (collectively, the "Underwritten Certificates"), and (iv) the
Prospectus Supplement, dated June 24, 2003 (the "Prospectus Supplement"), and
the Prospectus to which it relates, dated June 24, 2003 (the "Base Prospectus";
together with the Prospectus Supplement, the "Prospectus). The Purchase
Agreement, the Pooling and Servicing Agreement and the Underwriting Agreement
are collectively referred to herein as the "Agreements." Capitalized terms not
defined herein have the meanings assigned to them in the Agreements.
In rendering this opinion letter, as to relevant factual matters we
have examined the documents described above and such other documents as we have
deemed necessary including, where we have deemed appropriate, representations or
certifications of officers of parties thereto or public officials. In rendering
this opinion letter, except for the matters that are specifically addressed in
the opinions expressed below, we have assumed (i) the authenticity of all
150172
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New Century
As referenced in this Opinion: Underwriting Agreement:
New Century Mortgage Securities, – New Century Home Equity Loan Trust, Series 2003-3
Asset Backed Pass-Through Certificates
-------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to New Century Mortgage Securities, Inc. (the
"Depositor") in connection with (i) the Mortgage Loan Purchase Agreement, dated
June 24, 2003 (the "Purchase Agreement"), between NC Capital
_____________
dt 90418
;
Morgan Stanley
As referenced in this Opinion: Underwriting Agreement:
Morgan Stanley & Co – 8.1, 23.1
{SEQUENCE}3
{FILENAME}d151718newcent-ex5.txt
{DESCRIPTION}OPINION RE: LEGALITY
{TEXT}
[Letterhead of Thacher Proffitt & Wood]
June 26, 2003
Morgan Stanley & Co . Incorporated
1585 Broadway
New York, New York 10036
Opinion: Underwriting Agreement
New Century Home Equity Loan Trust, Series 2003-3
Asset Backed
_____________
Morgan Stanley
& Co – Through Certificates, Series 2003-3,
(collectively, the "Certificates"), (iii) the Underwriting Agreement, dated June
24, 2003 (the "Underwriting Agreement"), among the Depositor and Morgan Stanley
& Co . Incorporated (the "Underwriter") pursuant to which certain Certificates
were sold (collectively, the "Underwritten Certificates"), and (iv) the
Prospectus Supplement, dated June 24,
_____________
dt 183432
;
|
 Thacher Proffitt
As referenced in this Opinion: Underwriting Agreement:
Thacher Proffitt – 23.1
{SEQUENCE}3
{FILENAME}d151718newcent-ex5.txt
{DESCRIPTION}OPINION RE: LEGALITY
{TEXT}
[Letterhead of Thacher Proffitt & Wood]
June 26, 2003
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York
THACHER PROFFITT – thereof, with respect to any portion
of the Registration Statement.
Very truly yours,
By: /s/ THACHER PROFFITT & WOOD
{/TEXT}
{/DOCUMENT}
dt 31662
;
NC Capital Corporation
|
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| 2003 |
Opinion: Underwriting Agreement
Opinion: Underwriting Agreement (11K)
Doc #150424: Click preview link for longer preview.
January 24, 2003
Salomon Smith Barney, Inc.
390 Greenwich Street, 4th Floor
New York, New York 10013
Opinion: Underwriting Agreement
New Century Home Equity Loan Trust, Series 2003-1
Asset Backed Pass-through Certificates
-------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to New Century Mortgage Securities, Inc. (the
"Depositor") in connection with (i) the Mortgage Loan Purchase Agreement, dated
January 23, 2003 (the "Purchase Agreement"), between NC Capital Corporation and
the Depositor, (ii) the Pooling and Servicing Agreement, dated as of January 1,
2003 (the "Pooling and Servicing Agreement"), among the Depositor as depositor,
New Century Mortgage Corporation as master servicer and Deutsche Bank National
Trust Company as trustee (the "Trustee") and the certificates issued pursuant
thereto designated as Asset Backed Pass-Through Certificates, Series 2003-1,
(collectively, the "Certificates"), (iii) the Underwriting Agreement, dated
January 24, 2003 (the "Underwriting Agreement"), among the Depositor and Salomon
Smith Barney, Inc. (the "Underwriter") pursuant to which certain Certificates
were sold (collectively, the "Underwritten Certificates"), and (iv) the
Prospectus Supplement, dated January 23, 2003 (the "Prospectus Supplement"), and
the Prospectus to which it relates, dated January 23, 2003 (the "Base
Prospectus"; together with the Prospectus Supplement, the "Prospectus). The
Purchase Agreement, the Pooling and Servicing Agreement and the Underwriting
Agreement are collectively referred to herein as the "Agreements." Capitalized
terms not defined herein have the meanings assigned to them in the Agreements.
150424
|
New Century
As referenced in this Opinion: Underwriting Agreement:
New Century Mortgage Securities, – New Century Home Equity Loan Trust, Series 2003-1
Asset Backed Pass-through Certificates
-------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to New Century Mortgage Securities, Inc. (the
"Depositor") in connection with (i) the Mortgage Loan Purchase Agreement, dated
January 23, 2003 (the "Purchase Agreement"), between NC Capital
_____________
dt 90419
;
Salomon
As referenced in this Opinion: Underwriting Agreement:
Salomon Smith Barney, – DOCUMENT}
{TYPE}EX-5.1
{SEQUENCE}3
{FILENAME}dnewcentury_exhibit5.txt
{DESCRIPTION}OPINION RE: LEGALITY
{TEXT}
[Letterhead of Thacher Proffitt & Wood]
January 24, 2003
Salomon Smith Barney, Inc.
390 Greenwich Street, 4th Floor
New York, New York 10013
Opinion: Underwriting Agreement
New Century Home Equity Loan Trust, Series 2003-
_____________
Salomon
Smith Barney, – Through Certificates, Series 2003-1,
(collectively, the "Certificates"), (iii) the Underwriting Agreement, dated
January 24, 2003 (the "Underwriting Agreement"), among the Depositor and Salomon
Smith Barney, Inc. (the "Underwriter") pursuant to which certain Certificates
were sold (collectively, the "Underwritten Certificates"), and (iv) the
Prospectus Supplement, dated January 23,
_____________
dt 87414
;
|
Smith Barney
As referenced in this Opinion: Underwriting Agreement:
Smith Barney, Inc – TYPE}EX-5.1
{SEQUENCE}3
{FILENAME}dnewcentury_exhibit5.txt
{DESCRIPTION}OPINION RE: LEGALITY
{TEXT}
[Letterhead of Thacher Proffitt & Wood]
January 24, 2003
Salomon Smith Barney, Inc .
390 Greenwich Street, 4th Floor
New York, New York 10013
Opinion: Underwriting Agreement
New Century Home Equity Loan Trust, Series 2003-1
_____________
Smith Barney, Inc – Certificates, Series 2003-1,
(collectively, the "Certificates"), (iii) the Underwriting Agreement, dated
January 24, 2003 (the "Underwriting Agreement"), among the Depositor and Salomon
Smith Barney, Inc . (the "Underwriter") pursuant to which certain Certificates
were sold (collectively, the "Underwritten Certificates"), and (iv) the
Prospectus Supplement, dated January 23, 2003 (
_____________
dt 143298
;
Thacher Proffitt
As referenced in this Opinion: Underwriting Agreement:
thacher proffitt – EX-5.1
{SEQUENCE}3
{FILENAME}dnewcentury_exhibit5.txt
{DESCRIPTION}OPINION RE: LEGALITY
{TEXT}
[Letterhead of Thacher Proffitt & Wood]
January 24, 2003
Salomon Smith Barney, Inc.
390 Greenwich Street, 4th Floor
New
thacher proffitt – thereof,
with respect to any portion of the Registration Statement.
Very truly yours,
By: /s/ THACHER PROFFITT & WOOD
{/TEXT}
{/DOCUMENT}
dt 3435
|
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| 2003 |
Opinion: Underwriting Agreement
Opinion: Underwriting Agreement (12K)
Doc #175809: Click preview link for longer preview.
October 17, 2003
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York
Opinion: Underwriting Agreement
New Century Home Equity Loan Trust, Series 2003-5
Asset Backed Pass-Through Certificates
Ladies and Gentlemen:
We have acted as counsel to NC Capital Corporation (the "Seller"), New
Century Mortgage Securities, Inc. (the "Depositor") and New Century Mortgage
Corporation (the "Master Servicer") in connection with (i) the Mortgage Loan
Purchase Agreement, dated October 16, 2003 (the "Purchase Agreement"), between
the Seller and the Depositor, (ii) the Pooling and Servicing Agreement, dated as
of October 1, 2003 (the "Pooling and Servicing Agreement"), among the Depositor,
the Master Servicer and Deutsche Bank National Trust Company (the "Trustee"),
and the certificates issued pursuant thereto designated as Asset Backed
Pass-Through Certificates, Series 2003-5 (collectively, the "Certificates"),
(iii) the Insurance and Indemnity Agreement, dated as of October 17, 2003 (the
"Insurance Agreement"), among the Seller, the Depositor, the Master Servicer,
the Trustee and Ambac Assurance Corporation (iv) the Underwriting Agreement,
dated October 16, 2003 (the "Underwriting Agreement"), between the Depositor and
Bear, Stearns & Co. Inc. (the "Representative") pursuant to which certain
Certificates were sold (collectively, the "Underwritten Certificates") and (v)
the Prospectus Supplement, dated October 16, 2003 (the "Prospectus Supplement"),
and the Prospectus to which it relates, dated September 22, 2003 (the "Base
Prospectus"; together with the Prospectus Supplement, the "Prospectus"). The
Purchase Agreement, the Pooling and Servicing Agreement, the Insurance Agreement
and the Underwriting Agreement are collectively referred to herein as the
"Agreements". Capitalized terms not defined herein have the meanings assigned to
them in the Agreements.
In rendering this opinion letter, as to relevant factual matters we
have examined the documents described above and such other documents as we have
deemed necessary including,
175809
|
New Century
As referenced in this Opinion: Underwriting Agreement:
New
Century Mortgage Securities, – Trust, Series 2003-5
Asset Backed Pass-Through Certificates
Ladies and Gentlemen:
We have acted as counsel to NC Capital Corporation (the "Seller"), New
Century Mortgage Securities, Inc. (the "Depositor") and New Century Mortgage
Corporation (the "Master Servicer") in connection with (i) the Mortgage Loan
Purchase Agreement, dated October
_____________
dt 90423
;
Bear, Stearns
As referenced in this Opinion: Underwriting Agreement:
Bear, Stearns & Co. – 8.1,23.1
{SEQUENCE}3
{FILENAME}d180478ex5.txt
{DESCRIPTION}OPINION RE: LEGALITY
{TEXT}
[Letterhead of Thacher Proffitt & Wood LLP]
October 17, 2003
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York
Opinion: Underwriting Agreement
New Century Home Equity Loan Trust, Series 2003-5
Asset Backed
_____________
Bear, Stearns & Co. – Master Servicer,
the Trustee and Ambac Assurance Corporation (iv) the Underwriting Agreement,
dated October 16, 2003 (the "Underwriting Agreement"), between the Depositor and
Bear, Stearns & Co. Inc. (the "Representative") pursuant to which certain
Certificates were sold (collectively, the "Underwritten Certificates") and (v)
the Prospectus Supplement, dated October 16,
_____________
dt 106766
;
|
Thacher Proffitt
As referenced in this Opinion: Underwriting Agreement:
Thacher Proffitt – 1,23.1
{SEQUENCE}3
{FILENAME}d180478ex5.txt
{DESCRIPTION}OPINION RE: LEGALITY
{TEXT}
[Letterhead of Thacher Proffitt & Wood LLP]
October 17, 2003
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York,
THACHER PROFFITT – thereof, with respect to any portion
of the Registration Statement.
Very truly yours,
By: /s/ THACHER PROFFITT & WOOD LLP
{/TEXT}
{/DOCUMENT}
dt 31683
;
New Century Home Equity Loan Trust, Series 2003-5
|
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| 2006 |
Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (79K)
Doc #2340130: Click preview link for longer preview.
NEW CENTURY MORTGAGE SECURITIES LLC
as Purchaser,
NEW CENTURY CREDIT CORPORATION
as Seller,
and
NC CAPITAL CORPORATION
as Responsible Party
MORTGAGE LOAN PURCHASE AGREEMENT
Series 2006-2
Dated as of June 26, 2006
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.1
Definitions
ARTICLE II
SALE OF MORTGAGE LOANS AND RELATED . . .
2340130
|
New Century
As referenced in this Mortgage Loan Purchase Agreement:
New Century Mortgage Securities, Inc – Company
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration
(v) if to the Issuing Entity:
New Century Home Equity Loan Trust Series 2006-2
c/o New Century Mortgage Securities, Inc .
18400 Von Karman, Suite 1000
Irvine, California 92612
Attention: Kevin Cloyd
(vi) if to the Indenture Trustee:
Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana,
_____________
New Century Mortgage Securities, Inc – to make this Affidavit on behalf of _____________________ (the Seller). In connection with the administration of the Mortgage Loans held by ____________________, a _________________ corporation as Seller on behalf of New Century Mortgage Securities, Inc . (the Purchaser), _____________________ (the Deponent), being duly sworn, deposes and says that:
1.
The Sellers address is:
_____________________
_____________________
_____________________
2.
The Seller previously delivered to the Purchaser a
_____________
dt 1562776
;
|
Fannie Mae
As referenced in this Mortgage Loan Purchase Agreement:
Fannie Mae – has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae and Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagors cost and expense, and on the Mortgagors failure to do so, authorizes
_____________
Fannie Mae – equal to the balance of the Mortgage Loan as of the Cut-off Date, such endorsement substantially in the form of ALTA Form 6.0 or 6.1, acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae and Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located,
_____________
Fannie Mae – off Date, such endorsement substantially in the form of ALTA Form 6.0 or 6.1, acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae and Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (x)(a) and (b) above)
_____________
Fannie Mae – or in any loan made on the security thereof, whose compensation is not affected by the approval or disapproval of the Mortgage Loan and who met the minimum qualifications of Fannie Mae and Freddie Mac;
(28) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated
_____________
Fannie Mae – insured as having first or second lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagees consolidated interest or by other title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;
(37) No Mortgage Loan has a balloon payment feature;
(38) If
_____________
dt 1608946
;
Freddie Mac
As referenced in this Mortgage Loan Purchase Agreement:
Freddie Mac. – available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae and Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagors cost and expense, and on the Mortgagors failure to do so, authorizes the holder of
_____________
Freddie Mac, – balance of the Mortgage Loan as of the Cut-off Date, such endorsement substantially in the form of ALTA Form 6.0 or 6.1, acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae and Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to
_____________
Freddie Mac – endorsement substantially in the form of ALTA Form 6.0 or 6.1, acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae and Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (x)(a) and (b) above) the Originator, its successors
_____________
Freddie Mac; – loan made on the security thereof, whose compensation is not affected by the approval or disapproval of the Mortgage Loan and who met the minimum qualifications of Fannie Mae and Freddie Mac;
(28) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so
_____________
Freddie Mac. – first or second lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagees consolidated interest or by other title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;
(37) No Mortgage Loan has a balloon payment feature;
(38) If the Residential Dwelling
_____________
dt 1639652
|
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| 2006 | |