SALOMON BROTHERS REALTY CORP.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 1, 2000
NC Capital Corporation
00000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
President
New Century Mortgage Corporation
00000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxx Xxxxxxx
Chief Executive Officer
Ladies and Gentlemen:
This letter agreement (the "Letter Agreement") confirms the understanding
and agreements among NC Capital Corporation ("NCCC"), New Century Mortgage
Corporation ("New Century"), Salomon Brothers Realty Corp. ("SBRC") and Xxxxxxx
Xxxxx Xxxxxx Inc. ("Xxxxxxx Xxxxx Barney"), under the terms set forth herein,
regarding SBRC's agreement to provide an aggregation line (the "Aggregation
Line") to NCCC in connection with certain adjustable-rate and fixed-rate, first
lien mortgage loans that are originated by New Century.
1. Mortgage Loans.
(a) In General. NCCC hereby agrees to deliver Mortgage Loans with an
unpaid principal balance of not less than $1,000,000,000 between April 1, 2000
and March 31, 2001 through the Aggregation Line.
(b) Servicing of the Mortgage Loans. The purchase by SBRC of a
Mortgage Loan pursuant to the Aggregation Line shall include the purchase of the
related servicing rights for such Mortgage Loan. Unless otherwise agreed to
between SBRC and NCCC, SBRC hereby covenants and agrees to hire New Century to
service; and New Century hereby covenants and agrees to service the Mortgage
Loans for a term beginning on the related Settlement Date (as defined in Section
2(a) hereof) and ending on the related repurchase date as provided for in the
Purchase and Sale Agreement (as defined in Section 2(a) hereof); provided that
if a Termination Event (as defined in Section 4(b) hereof) has occurred, New
Century shall immediately be terminated as servicer. In connection with its
servicing duties, New Century can service the Mortgage Loans itself or through
such other sub-servicer which SBRC has accepted in writing, as the sub-servicer
(the "Sub-Servicer") provided that, SBRC shall have the right to perform due
diligence on any entity appointed as servicer or sub-servicer
NC Capital Corporation
New Century Mortgage Corporation
April 1, 2000 Page 2.
of the Mortgage Loans and may require New Century to select another servicer or
sub-servicer to the extent that SBRC is not satisfied with the results of such
due diligence. The Mortgage Loans shall be serviced in accordance with the
servicing provisions specified in the Pooling and Servicing Agreement, Series
1999-NCS dated as of December 1, 1999 among Firstar Bank, N.A., U.S. Bank
National Association, Salomon Brothers Mortgage Securities VII, Inc. and New
Century. New Century or the Sub-Servicer shall enforce "due-on-sale" provisions
to the extent permitted by law, shall administer all escrow/impound deposits,
shall pay compensating interest on principal prepayments in any month up to the
amount of its servicing compensation in such month and shall make all servicing
advances on any Mortgage Loan (including advances of delinquent principal and
interest payments). New Century or the Sub-Servicer shall be required to make
advances in respect of delinquent payments of principal and interest on the
Mortgage Loans through foreclosure, subject to New Century's or the
Sub-Servicer's determination regarding recoverability. The Mortgage Loans shall
be serviced for a servicing fee equal to 0.50% per annum payable monthly on the
then-outstanding principal balance of each Mortgage Loan (the "Servicing Fee").
Any fee payable to the Sub-Servicer shall be paid by New Century without any
right of reimbursement by SBRC. Any Sub-Servicer shall execute a letter
agreement recognizing SBRC's interest in the Mortgage Loans in the form of
Exhibit A. Notwithstanding the foregoing, in the event NCCC fails to repurchase
a Mortgage Loan on the related repurchase date or if a Termination Event occurs,
New Century and any related Sub-Servicer will no longer be servicer with respect
to such Mortgage Loan or Mortgage Loans, unless the term of servicing is
extended by SBRC in its sole discretion. In such event, SBRC shall have the
right to transfer such servicing to another servicer without payment of any fee
to New Century. New Century will cooperate in good faith to effect such
servicing transfer and shall pay all costs associated with such servicing
transfer.
(c) Conditions Precedent to Mortgage Loan Purchases. SBRC's
obligation to purchase any Mortgage Loans and related servicing rights which it
accepts for its Aggregation Line shall be subject to each of the following
conditions:
(i) there shall have been delivered to SBRC a Trust Receipt
issued by U.S. Bank National Association ("U.S. Bank")
with a mortgage loan schedule attached thereto and an
exception report which is acceptable to SBRC in its sole
discretion, at least 24 hours prior to purchase;
(ii) SBRC shall have had an opportunity to perform a due
diligence review of each Mortgage Loan and shall have
arranged for reappraisals of value with respect to each
Mortgage Loan if desired by SBRC;
(iii) NCCC shall have provided to SBRC such other documents
which are then required to have been delivered under the
Purchase and Sale Agreement or which are reasonably
requested by SBRC, which other documents may include UCC
financing statements, a favorable opinion or opinions of
counsel with respect to matters which are
NC Capital Corporation
New Century Mortgage Corporation
April 1, 2000 Page 3.
reasonably requested by SBRC, and/or an officer's or
secretary's certificate; and
(iv) there shall have been delivered to SBRC a limited
guaranty of New Century, in the form of Exhibit B
hereto, by which New Century guarantees the obligations
of NCCC under this Letter Agreement and the Purchase and
Sale Agreement.
(d) Termination Fee. To the extent that the amount of Mortgage Loans
(i) sold to SBRC, (ii) securitized using the Salomon Brothers Mortgage
Securities VII, Inc. ("SBMSVII") shelf registration or (iii) securitized using
the New Century Mortgage Securities, Inc. ("NCMSI") shelf registration so long
as Xxxxxxx Xxxxx Xxxxxx Inc. acts as underwriter, between April 1, 2000 and
March 31, 2001 is less than $1,000,000,000, NCCC must pay the termination fee as
provided in Section 4(a)(ii) hereof. In addition, NCCC will pay to Xxxxxxx Xxxxx
Barney promptly upon the closing of each securitization using the SBMSVII shelf
registration or the NCMSI shelf registration, an underwriting discount equal to
the product of (i) the applicable Underwriting Fee Percentage multiplied by (ii)
the aggregate unpaid principal balance of the Mortgage Loans subject to such
securitization (the "Underwriting Fee"). The "Underwriting Fee Percentage" with
respect to each securitization shall be three-eighths of one percent (0.375%).
(e) Information. NCCC and New Century will furnish Salomon Xxxxx
Xxxxxx with all financial and other information concerning NCCC and New Century
as Xxxxxxx Xxxxx Xxxxxx xxxxx reasonably appropriate in connection with the
performance of the services contemplated by this letter, including (without
limitation) "Monthly Cash Flow Projections and Sensitivity Analyses," and will
provide Xxxxxxx Xxxxx Barney with reasonable access during normal business hours
to NCCC's and New Century's officers, directors, employees, accountants, and
other representatives. NCCC and New Century acknowledge and confirm that Xxxxxxx
Xxxxx Xxxxxx (i) will rely on such information in the performance of the
services contemplated by this letter without independently investigating or
verifying any of it, (ii) assumes no responsibility for the accuracy or
completeness of such information and (iii) will not disclose such information to
any third party without the prior written consent of NCCC or New Century, as
applicable.
2 Aggregation Line.
(a) In General. Pursuant to the terms of this Aggregation Line, SBRC
shall simultaneously purchase from, and sign a forward commitment to resell to,
NCCC Mortgage Loans and the related servicing rights that are deemed acceptable
for such Aggregation Line as set forth below. The Aggregation Line shall be more
fully documented pursuant to the Mortgage Loan Purchase and Sale Agreement (the
"Purchase and Sale Agreement") to be entered into among NCCC, New Century and
SBRC, which shall be substantially similar in form to the Mortgage Loan Purchase
and Sale Agreement dated December 11, 1998 between New Century and SBRC but
shall provide for servicing provisions similar to those set forth in Section
1(b) of this Letter Agreement. Under the Purchase and Sale Agreement, NCCC will
make standard secondary market corporate representations
NC Capital Corporation
New Century Mortgage Corporation
April 1, 2000 Page 4.
and warranties as of the date such Purchase and Sale Agreement is executed and
as of any settlement date for the purchase and sale of any Mortgage Loans
pursuant to such Purchase and Sale Agreement (each such date, a "Settlement
Date") and NCCC shall make standard secondary market representations and
warranties with respect to each Mortgage Loan as of the Settlement Date on which
such Mortgage Loan is sold to SBRC. In the event that NCCC satisfies its
obligations under the terms of this Letter Agreement, the Aggregation Line shall
terminate on the last day of the calendar quarter in which NCCC satisfies its
obligations to SBRC pursuant to Section 1(a) of this Letter Agreement.
The "Purchase Price" with respect to each Mortgage Loan and related
servicing rights which conforms to the Underwriting Standards of New Century
which were most recently reviewed and approved by SBRC and which is not a
Problem Mortgage Loan (as defined in Section 2(b) hereof) or a Non-Standard
Mortgage Loan (as defined in Section 2(c) hereof) (a "Standard Mortgage Loan")
shall be equal to 102.00% of the unpaid principal balance of such Standard
Mortgage Loan. The "Purchase Price" for each Non-Standard Mortgage Loan and
related servicing rights shall be equal to the amount determined in accordance
with the provisions of Section 2(c)(ii) hereof. Notwithstanding the foregoing,
the "Purchase Price" for each Mortgage Loan will be reduced by the amount of any
Collateral Value Deficiency paid by NCCC with respect to such Mortgage Loan.
The repurchase price shall reflect the agreed upon return to SBRC
for providing the Aggregation Line (the "Aggregation Cost"). With respect to any
Standard Mortgage Loan, the Aggregation Cost shall equal One Month LIBOR (as
defined herein) plus 1.25%. With respect to any Non-Standard Mortgage Loan, the
Aggregation Cost shall equal One Month LIBOR plus 2.00%. NCCC shall retain
principal and interest on any Mortgage Loans subject to the Aggregation Line.
"One Month LIBOR" means as of the related Settlement Date, the 30
day London Interbank Offered Rate as of 11:00 a.m. (London time) on such date,
as indicated on page number 3750 of the Telerate Service. If One Month LIBOR
cannot be so determined, then One Month LIBOR shall mean the rate determined by
SBRC in its sole discretion.
The Aggregation Line at any one time shall be initially limited to
$600,000,000 in amount of Mortgage Loans which limit shall be reduced by an
amount equal to the principal balance of each Mortgage Loan (calculated at the
time such Mortgage Loan was first added to the Aggregation Line) removed from
the Aggregation Line (excluding any unfundings, Mortgage Loans repurchased for
due diligence reasons or Mortgage Loans removed for a breach of a representation
or warranty set forth on Exhibit B to the Purchase and Sale Agreement) and shall
have a term of one month. The maximum amount of Non-Standard Mortgage Loans in
the Aggregation Line shall not exceed $78,000,000 at any one time.
NCCC shall have the right to add Mortgage Loans to the Aggregation
Line up to four times each month. Standard Mortgage Loans may be removed from
the Aggregation Line up to four times a month (one of which shall be on the roll
date). Non-Standard Mortgage Loans may be removed from the Aggregation Line with
24 hours prior written notice by NCCC to SBRC.
NC Capital Corporation
New Century Mortgage Corporation
April 1, 2000 Page 5.
If NCCC removes any Mortgage Loan from the Aggregation Line
(excluding any unfundings, Mortgage Loans repurchased for due diligence reasons
or Mortgage Loans removed for a breach of a representation or warranty set forth
on Exhibit B to the Purchase and Sale Agreement), in addition to all other
amounts owed under this Letter Agreement, NCCC must pay to SBRC (or an affiliate
of SBRC) a termination fee equal to 0.25% times the principal balance of each
such Mortgage Loan calculated at the time such Mortgage Loan was first added to
the Aggregation Line on the date the related Mortgage Loan is removed from the
Aggregation Line; provided, however, such termination fee will not be payable if
the removed Mortgage Loans are either (i) sold to SBRC in a whole-loan sale,
(ii) securitized using the SBMSVII shelf registration or (iii) securitized using
the NCMSI shelf registration so long as Xxxxxxx Xxxxx Barney Inc. acts as
underwriter. In addition, NCCC will pay to Xxxxxxx Xxxxx Xxxxxx promptly upon
the closing of each securitization using the SBMSVII shelf registration or the
NCMSI shelf registration the Underwriting Fee.
SBRC shall provide not less than twenty eight days' prior notice to
NCCC and U.S. Bank National Association (or such other warehouse lender as
directed by NCCC) in the event that SBRC elects to not renew the Aggregation
Line for any month.
(b) Problem Mortgage Loans. A "Problem Mortgage Loan" is defined as
any Mortgage Loan (i) which is in SBRC's sole discretion of insufficient quality
to be financed as a Standard Mortgage Loan or a Non-Standard Mortgage Loan or
purchased, provided, however, that if SBRC agrees, it can finance any Mortgage
Loan rejected from a securitization or whole loan purchase as a Non-Standard
Mortgage Loan, (ii) which is missing documentation or other information and such
problem is not cured by NCCC in sixty days, (iii) which is delinquent at the
time of financing by SBRC, which becomes delinquent during such financing by
SBRC or (iv) was more than thirty days but less than sixty days delinquent on
more than one occasion in the prior twelve months and is now current. Problem
Mortgage Loans shall be financed by SBRC pursuant to the Master Loan and
Security Agreement, dated April 1, 2000, the ("Loan and Security Agreement"),
among New Century Mortgage Corporation as servicer, NC Capital Corporation as
borrower and SBRC as Lender.
With respect to any Mortgage Loan that is a Problem Mortgage Loan based on
clause (i) or clause (ii) above, in the event that SBRC determines in its sole
discretion that such Problem Mortgage Loan has ceased to be a Problem Mortgage
Loan, such Mortgage Loan shall be treated as a Standard Mortgage Loan or a
Non-Standard Mortgage Loan, as the case may be, as of the first day of the month
following such determination.
(c) Non-Standard Mortgage Loans. A "Non-Standard Mortgage Loan" is
defined as any Mortgage Loan (i) with an unpaid principal balance in excess of
$1,000,000; or (ii) that has a loan-to-value ratio in excess of 85.00% (up to a
maximum of 95.00%); provided, however, at its option, SBRC may deem a Mortgage
Loan with an unpaid principal balance of no more than $1,500,000 to be a
Standard Mortgage Loan. In addition, if (i) Mortgage Loans with a loan-to-value
ratio greater than 80.00% (but not more than 85.00%) have an aggregate unpaid
principal balance in excess of $120,000,000 and (ii) Mortgage Loans with unpaid
principal balances greater than
NC Capital Corporation
New Century Mortgage Corporation
April 1, 2000 Page 6.
$500,000 and less than or equal to $1,500,000 have an aggregate unpaid principal
balance in excess of $42,000,000, such excess amounts shall be deemed
"Non-Standard Mortgage Loans". No Mortgage Loan shall be subject to the terms of
the Aggregation Line if: (i) the unpaid principal balance of such Mortgage Loan
exceeds $1,500,000 or (ii) such Mortgage Loan has a loan-to-value ratio greater
than 95.00%. Non-Standard Mortgage Loans shall be subject to the following
qualifications with respect to the Aggregation Line:
(i) the maximum Aggregation Line with respect to Non-Standard
Mortgage Loans shall equal $78,000,000 (of which no more than
$30,000,000 shall have unpaid principal balances greater than
$1,000,000 and no more than $50,000,000 shall be Mortgage
Loans with a loan-to-value ratio in excess of 85.00% (up to a
maximum of 95.00%)), as of any trade date on which there was
formal notification of a trade by a confirmation letter or
trade ticket;
(ii) with respect to the Non-Standard Mortgage Loans, the Purchase
Price for the first sixty days shall be the market value of
such Mortgage Loans as determined by SBRC acting in good
faith, and thereafter, the Purchase Price shall decrease by
10% of such market value and by an additional 10% thereof for
each succeeding month.
(d) Xxxx-to-Market. If with respect to any Standard Mortgage Loan or
any Non-Standard Mortgage Loan, SBRC at any time determines, in its sole
discretion, that there exists a Collateral Value Deficiency (as defined below)
and SBRC notifies NCCC in writing of such Collateral Value Deficiency, NCCC
shall, no later than one (1) Business Day after receipt of such notice, pay to
SBRC an amount equal to such Collateral Value Deficiency, such that after giving
effect to such payment, the Collateral Value Deficiency is reduced to zero. With
respect to any Mortgage Loan, a "Collateral Value Deficiency" shall mean any
time the excess, if any, of (a) the outstanding Purchase Price of such Mortgage
Loan as defined in Section 2(a) hereof over (b) the Market Value of such
Mortgage Loan. "Market Value" shall mean, as of any date in respect of any
Standard Mortgage Loan or any Non-Standard Mortgage Loan, the value of such
Mortgage Loan as determined by SBRC in its sole discretion. SBRC shall have the
right to xxxx-to-market any Mortgage Loan on a daily basis.
(e) Mortgage Loan Schedule. No Mortgage Loan shall be included in
the Aggregation Line unless NCCC shall have delivered to SBRC at least 48 hours
prior to such inclusion, a magnetic tape, in a format acceptable to SBRC,
consisting of the loan characteristics agreed upon by SBRC and NCCC with respect
to each Mortgage Loan.
(f) Marketing of Mortgage Loans. SBRC may (subject to NCCC's consent
unless a Termination Event has occurred) market the Non-Standard Mortgage Loans
on NCCC's behalf for a purchase price acceptable to NCCC and shall provide NCCC
with a copy of a trade ticket or letter of intent with respect to any commitment
to sell such Mortgage Loans.
NC Capital Corporation
New Century Mortgage Corporation
April 1, 2000 Page 7.
(g) Hedging. NCCC will have the option to establish one or more
securities or commodities accounts at Xxxxxxx Xxxxx Xxxxxx and to enter into
transactions in such accounts (and only in such accounts) that are intended to
hedge the interest rate risk on Mortgage Loans included in the Aggregation Line.
3 Financing of Trigger Buybacks. SBRC shall finance under the terms
set forth in the Loan and Security Agreement mortgage loans which are
repurchased by New Century and sold or contributed to NCCC based upon trigger
buybacks in effect pursuant to the pooling and servicing agreements for SBMSVII
1997-NC1, 1997-NC2, 1997-NC3, 1998-NC5 and New Century Home Equity Loan Trust
Series 1997-NC5.
4. Termination.
(a) NCCC shall have the right to terminate its obligations hereunder
upon (i) any material default by SBRC of its obligations under this Letter
Agreement which is not cured within 30 days following written notice of such
default to SBRC by NCCC or (ii) the payment by NCCC to SBRC of a termination fee
equal to (1) 0.25% multiplied by (2) $1,000,000,000 minus (a) the principal
balance of all Mortgage Loans (i) sold to SBRC as whole loans, (ii) securitized
using the SBMSVII shelf registration or (iii) securitized using the NCMSI shelf
registration so long as Xxxxxxx Xxxxx Barney Inc. acts as underwriter and (b)
the principal balance of each Mortgage Loan for which a termination fee has
already been paid pursuant to the next to last paragraph of Section 2(a) hereof.
In addition, NCCC will pay to Xxxxxxx Xxxxx Xxxxxx promptly upon the closing of
each securitization using the SBMSVII shelf registration or the NCMSI shelf
registration, the Underwriting Fee.
(b) SBRC shall have the right to terminate this Letter Agreement
upon the occurrence of any of the following events (each, a "Termination
Event"):
(i) the judgment by SBRC in good faith that a material adverse
change has occurred with respect to the business, properties,
assets or condition (financial or otherwise) of NCCC;
(ii) SBRC shall reasonably request, specifying the reasons for such
request, information, and/or written responses to such
requests, regarding the financial well-being of NCCC and such
information and/or responses shall not have been provided
within three business days of such request;
(iii) Either (A) a change in control of NCCC shall have occurred
without the consent of SBRC, other than in connection with and
as a result of the issuance and sale by NCCC of registered,
publicly offered common stock; or (B) SBRC determines in its
sole discretion that any material adverse change has occurred
in the management of NCCC;
NC Capital Corporation
New Century Mortgage Corporation
April 1, 2000 Page 8.
(iv) There is (A) a material breach by NCCC of any representation
and warranty contained in the Purchase and Sale Agreement,
other than a representation or warranty relating to particular
Mortgage Loans, and SBRC has reason to believe in good faith
either that such breach is not curable within 30 days or that
such breach may not have been cured in all material respects
at the expiration of 30 days following discovery thereof by
NCCC or (B) a failure by NCCC to make any payment payable by
it under the Purchase and Sale Agreement or (C) any other
failure by NCCC to observe and perform in any material respect
its material covenants, agreements and obligations with SBRC,
including without limitation those contained in the Purchase
and Sale Agreement, and SBRC has reason to believe in good
faith that such failure may not have been cured in all
material respects at the expiration of 30 days following
discovery thereof by NCCC;
(v) There shall have occurred any outbreak or material escalation
of hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis, the effect of
which on the financial markets is such as to make it, in the
judgment of SBRC, impracticable to continue the commitment; or
(vi) NCCC fails to provide written notification to SBRC of any
material change in its loan origination, acquisition or
appraisal guidelines or practices, or NCCC, without the prior
consent of SBRC (which shall not be unreasonably withheld),
amends in any material respect its loan origination,
acquisition or appraisal guidelines or practices; or
(vii) NCCC's default in the payment of the amount of any Collateral
Value Deficiency for more than one (1) Business Day after
receipt of written notice of such Collateral Value Deficiency
as provided in Section 2(d) hereof;
provided, that SBRC shall have the right to dispose of any collateral held by
SBRC pursuant to this Letter Agreement. In connection with a Termination Event
under this Section 4, SBRC shall have the right to transfer servicing as
provided in Section 1(b).
(c) Subject to the provisions of Section 4 of this Letter Agreement,
this Letter Agreement shall terminate upon the earlier of (i) satisfaction of
the $1,000,000,000 commitment and (ii) March 31, 2001; provided that the Master
Loan and Security Agreement provided for in Section 3(b) shall continue under
its terms; provided, further, that SBRC may, in its sole discretion, extend the
terms of this Letter Agreement until such time that NCCC has been able to
fulfill its commitment without payment of a termination fee.
Notwithstanding any other provision of this Section 4, any grace or
notice period provided herein in respect of a notice to be given or action to be
taken by SBRC may be shortened
NC Capital Corporation
New Century Mortgage Corporation
April 1, 2000 Page 9.
or eliminated by SBRC if, in its sole good faith discretion, it is unreasonable
to do so under the circumstances, taking into consideration, among other things,
the volatility of the market for the Mortgage Loans involved, the extent and
nature of any Termination Event (or events which with the giving of such notice
and passage of time would constitute Termination Events) and the risks inherent
in deferring the exercise of remedies for the otherwise applicable grace or
notice period.
5. General Provisions.
(a) Xxxxxxx Xxxxx Xxxxxx'x Discretion. It is understood that Xxxxxxx
Xxxxx Barney shall have absolute discretion in determining whether to accept or
reject any Mortgage Loan. Notwithstanding the foregoing, however, subject to
NCCC's representations, warranties and covenants as set forth herein and in any
related agreements, all Standard Mortgage Loans and Non-Standard Mortgage Loans
originated by New Century in accordance with the underwriting standards of New
Century which were most recently approved by SBRC shall be eligible for
financing under the Aggregation Line in accordance with the terms hereof. It is
further understood that SBRC shall have absolute discretion in determining
whether any Mortgage Loan is a Standard Mortgage Loan, Non-Standard Mortgage
Loan or Problem Mortgage Loan and SBRC shall have the right to approve or
disapprove any Mortgage Loan with an unpaid principal balance in excess of
$1,000,000 (for which such Mortgage Loans, NCCC shall have obtained two
appraisals).
(b) Governing Law. This Letter Agreement shall be governed by and
construed in accordance with the laws of the State of New York (without regard
to its conflicts of laws principles).
(c) Amendment or Waiver. This Letter Agreement may not be amended or
modified except in writing signed by each of the parties hereto.
(d) Counterparts. This Letter Agreement may be executed
simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original, and all such counterparts shall constitute one and the same
instrument.
(e) Severability Clause. Any part, provision, representation or
warranty of this Letter Agreement which is prohibited or which is held to be
void or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation or warranty of this Letter Agreement which is
prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall be ineffective, as to such jurisdiction, to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. To the extent permitted by applicable law, the parties hereto
waive any provision of law which prohibits or renders void or unenforceable any
provision hereof. If the invalidity of any part, provision, representation or
warranty of this Letter Agreement shall deprive any party of the economic
benefit intended to be conferred by this Letter Agreement, the parties shall
negotiate, in good-faith, to develop a structure the economic effect of which is
nearly as possible the same as the economic effect of this Letter Agreement
without regard to such invalidity.
NC Capital Corporation
New Century Mortgage Corporation
April 1, 2000 Page 10.
(f) No Partnership. Nothing herein contained shall be deemed or
construed to create a co-partnership or joint venture between the parties
hereto.
(g) Further Agreements. NCCC and SBRC each agree to execute and
deliver to the other such reasonable and appropriate additional documents,
instruments or agreements as may be necessary or appropriate to effectuate the
purposes of this Letter Agreement.
(h) Termination. Other than those sections intended to survive in
the letter agreement dated September 1, 1999 among New Century, NCCC, Xxxxxxx
Xxxxx Xxxxxx and SBRC (including those sections related to indemnification),
such letter agreement is hereby terminated.
(i) Expenses. NCCC shall pay the expenses of Xxxxxxx Xxxxxxxx &
Wood, counsel for SBRC, in connection with the Aggregation Line and any
amendment thereto, which fees and expenses will not exceed $[20,000] in
connection with the Aggregation Line and will not exceed a negotiated cap
between the parties in connection with each amendment thereto, if any.
Please confirm that the foregoing is in accordance with your
understanding by signing this letter of agreement and two enclosed copies and
returning to us the enclosed copies. The letter signed by you shall constitute a
binding agreement between us as of the date first above written.
Yours sincerely,
SALOMON BROTHERS REALTY CORP.
By: /s/ [ILLEGIBLE]
-------------------------------
Name:
Title:
XXXXXXX XXXXX XXXXXX INC.
By: /s/ [ILLEGIBLE]
-------------------------------
Name:
Title:
ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:
NEW CENTURY MORTGAGE CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------
Name:
Title: EVP/COO
NC CAPITAL CORPORATION
By: /s/ Xxxx Xxxxxxxxx
------------------------------
Name:
Title: Senior Vice President
