such date.
SECTION 3.
REPRESENTATIONS AND WARRANTIES. EACH OF THE BORROWERS HEREBY
REPRESENTS AND WARRANTS TO THE AGENT AND THE LENDERS, AS OF THE DATE HEREOF AND
AS OF THE AMENDMENT EFFECTIVE DATE, THAT IT IS IN COMPLIANCE WITH ALL OF THE
TERMS AND PROVISIONS SET FORTH IN THE LOAN DOCUMENTS ON ITS PART TO BE OBSERVED
OR PERFORMED, AND THAT NO DEFAULT HAS OCCURRED OR IS CONTINUING, AND HEREBY
CONFIRMS AND REAFFIRMS THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE
VI OF THE LOAN AGREEMENT.
SECTION 4.
LIMITED EFFECT.
EXCEPT AS EXPRESSLY AMENDED AND MODIFIED BY THIS
AMENDMENT, THE EXISTING LOAN AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS
SHALL CONTINUE TO BE, AND SHALL REMAIN, IN FULL FORCE AND EFFECT IN ACCORDANCE
WITH ITS RESPECTIVE TERMS; PROVIDED, HOWEVER, THAT UPON THE AMENDMENT EFFECTIVE
DATE EACH REFERENCE THEREIN AND HEREIN TO THE "LOAN DOCUMENTS" SHALL BE DEEMED
TO INCLUDE, IN ANY EVENT, THIS AMENDMENT AND EACH REFERENCE TO THE LOAN
AGREEMENT IN ANY OF THE LOAN DOCUMENTS SHALL BE DEEMED TO BE A REFERENCE TO THE
LOAN AGREEMENT AS AMENDED HEREBY.
SECTION 5.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED BY EACH OF THE PARTIES
HERETO ON ANY NUMBER OF SEPARATE COUNTERPARTS, EACH OF WHICH SHALL BE AN
ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS
AMENDMENT IN PORTABLE DOCUMENT FORMAT (PDF) OR BY FACSIMILE TRANSMISSION SHALL
BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED ORIGINAL COUNTERPART THEREOF.
SECTION 6.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[SIGNATURES FOLLOW]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
BORROWERS
NC CAPITAL CORPORATION
By:
/s/ PATRICK FLANAGAN
Name: Patrick Flanagan
Title: Chief Executive Officer
NEW CENTURY MORTGAGE
CORPORATION
By:
/s/ PATRICK FLANAGAN
Name: Patrick Flanagan
Title: President
NC RESIDUAL II CORPORATION
By:
/s/ PATRICK FLANAGAN
Name: Patrick Flanagan
Title: President
MORGAN STANLEY MORTGAGE
CAPITAL INC., as Agent and as a Lender
By:
/s/ PAUL J. NAJARIAN
Name: Paul J. Najarian
Title: Vice President
MORGAN STANLEY BANK, as a Lender
By:
/s/ PAUL J. NAJARIAN
Name: Paul J. Najarian
Title: Vice President