DEFINITIONS LISTNew Century Financial Corp • December 26th, 2006 • Real estate investment trusts
CUSTODIAL AGREEMENTCustodial Agreement • December 26th, 2006 • New Century Financial Corp • Real estate investment trusts • New York
THIS CUSTODIAL AGREEMENT is made as of December 19, 2006 (the “Agreement”) by and among ST. ANDREW FUNDING TRUST (the “Issuer”), a Delaware statutory trust, HOME123 CORPORATION, a California corporation, as Seller (a “Seller”), NEW CENTURY MORTGAGE CORPORATION, a California corporation, as Seller (a “Seller” and together with Home123 Corporation, the “Sellers”) and as Servicer (the “Servicer”), DEUTSCHE BANK TRUST COMPANY AMERICAS (the “Collateral Agent”), a New York banking corporation acting in its capacity as collateral agent under the Security Agreement, and DEUTSCHE BANK NATIONAL TRUST COMPANY, as custodian (the “Custodian”). The Custodian shall hold the Mortgage Notes, Mortgages and Assignments of Mortgage as bailee, initially for the Issuer and then for the Collateral Agent.
DEPOSITARY AGREEMENTDepositary Agreement • December 26th, 2006 • New Century Financial Corp • Real estate investment trusts • New York
DEPOSITARY AGREEMENT (the “Agreement”) dated as of December 19, 2006 between ST. ANDREW FUNDING TRUST (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary (the “Depositary”).
SECURITY AGREEMENTSecurity Agreement • December 26th, 2006 • New Century Financial Corp • Real estate investment trusts • New York
SECURITY AGREEMENT (the “Security Agreement”), dated as of December 19, 2006, between ST. ANDREW FUNDING TRUST, a Delaware statutory trust (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent (the “Collateral Agent”).
SCHEDULE to the Master Agreement (Multicurrency – Cross Border) dated as of December 19, 2006 between ABN AMRO BANK N.V. (“Party A”), a naamloze vennootschap organized under the laws of The Netherlands and ST. ANDREW FUNDING TRUST (“Party B”) a...Master Agreement • December 26th, 2006 • New Century Financial Corp • Real estate investment trusts • New York
December 19, 2006 New Century Mortgage Corporation as Reference Agent 18400 Von Karman, Suite 1000 Irvine, CA 92616 Ladies and Gentlemen:New Century Financial Corp • December 26th, 2006 • Real estate investment trusts • New York
Reference is made to the Security Agreement, dated as of December 19, 2006, (as amended, supplemented or otherwise modified, the “Security Agreement”), between St. Andrew Funding Trust, as Issuer, and Deutsche Bank Trust Company Americas, as Collateral Agent. Unless otherwise defined herein, each capitalized term used herein shall have the meaning ascribed to such term in Schedule I to the Security Agreement. This letter agreement will confirm your appointment by the Issuer as “Reference Agent,” and your acceptance of such appointment, on the terms and conditions hereof.
DISBURSEMENT ACCOUNT AGREEMENTDisbursement Account Agreement • December 26th, 2006 • New Century Financial Corp • Real estate investment trusts
Re: Custodial Agreement, dated as of December 19, 2006, by and among St. Andrew Funding Trust, Home123 Corporation, New Century Mortgage Corporation, Deutsche Bank Trust Company Americas and Deutsche Bank National Trust Company (the “Custodial Agreement”). Capitalized terms used herein shall have the meanings provided in the Custodial Agreement.
ContractMortgage Loan Purchase and Servicing Agreement • December 26th, 2006 • New Century Financial Corp • Real estate investment trusts • New York
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT, dated as of December 19, 2006 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among ST. ANDREW FUNDING TRUST, a Delaware statutory trust, as purchaser (the “Issuer”), HOME123 CORPORATION, a California corporation, as a seller (“Home123” or a “Seller”), NEW CENTURY MORTGAGE CORPORATION, a California corporation, as a seller (a “Seller” and, together with Home123, the “Sellers”) and as servicer (the “Servicer”, in its capacity as servicer hereunder, and also the “Company”), and NEW CENTURY FINANCIAL CORPORATION, a Maryland corporation, as performance guarantor (the “Performance Guarantor”).
Deutsche Bank AG, New York Branch 60 Wall Street MS NYC 60-2606 New York, NY 10005 Attention: Commercial PaperNew Century Financial Corp • December 26th, 2006 • Real estate investment trusts
Reference is made to the (i) Mortgage Loan Purchase and Servicing Agreement, dated as of December 19, 2006 (the “Purchase Agreement”), among New Century Mortgage Corporation, as seller and servicer, St. Andrew Funding Trust, as purchaser, and New Century Financial Corporation, as performance guarantor, and (ii) Security Agreement, dated as of December 19, 2006 (the “Security Agreement”), between the Purchaser and Deutsche Bank Trust Company Americas, as Collateral Agent, each as may be amended, modified or supplemented. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Security Agreement.
ContractTrust Agreement • December 26th, 2006 • New Century Financial Corp • Real estate investment trusts • Delaware
THIS TRUST AGREEMENT, dated as of December 19, 2006 (this “Agreement”) among New Century Mortgage Corporation, as administrator (the “Administrator”), Home123 Corporation as depositor (the “Depositor”) and Christiana Bank & Trust Company, a Delaware banking corporation, not in its individual capacity but solely as owner trustee (the “Owner Trustee”).
CONFIRMATIONNew Century Financial Corp • December 26th, 2006 • Real estate investment trusts • London
The purpose of this letter agreement is to set forth the terms and conditions of the Swap Transaction entered into between ABN AMRO Bank N.V. (“Party A”) and St. Andrew Funding Trust (“Party B”) on the Trade Date referred to below (the “Transaction”). It constitutes a “Confirmation” as referred to in the Master Agreement specified below.
RESIDENTIAL MORTGAGE-BACKED SUBORDINATED NOTES (Issuable in Series)Indenture • December 26th, 2006 • New Century Financial Corp • Real estate investment trusts • New York
BASE INDENTURE, dated as of December 19, 2006, between ST. ANDREW FUNDING TRUST, a statutory trust established under the laws of Delaware, as issuer (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as indenture trustee (in such capacity, the “Indenture Trustee”).
