IN THE UNITED STATES BANKRUPTCY FOR THE DISTRICT In re: NEW CENTURY TRS HOLDINGS INC., a Delaware corporation, et al.

,l Debtors.

COURT

OF DELAWARE Chapter 11

Case No. 07-10416 (KJC) Jointly Administered
Objection Deadline: June 20, 2007 at 4:00 p.m, Hearing Date: June 27, 2007 at 10:00 a.m,

MOTION OF DEBTORS AND DEBTORS IN POSSESSION FOR ENTRY OF AN ORDER ESTABLISHING BAR DATES FOR FILING PROOFS OF CLAIM AND APPROVING FORM, MANNER AND SUFFICIENCY OF NOTICE THEREOf~ New Century IRS Holdings, Inc" a Delaware corporation, New Century Financial Corporation, a Maryland corporation, and their direct and indirect subsidiaries, each as a debtor and debtor-in-possession (collectively, the "Debtors"),by and through their undersigned

counsel, hereby submit this motion (the "Motion") for the entry of an order (the "Order"), substantially in the form attached hereto as Exhibit A, pursuant to sections 105(a) and 501 oftitle 11 of the United States Code, 11 US .. . §§ 101-1532 (as amended, the "Bankruptcy Code"), c Rules 2002 and 3003(c)(3) and 9007 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"): (i) establishing a bar date by which all entities must file proofs of claim in these chapter I 1 cases (the "General Bar Date"); (ii) establishing a bar date by which all
I The Debtors are the following entities: New Century Financial Corporation (f1lclaNew Century RElT, Inc.), a Maryland corporation; New Century TRS Holdings, Inc ..(flk/a New Century Financial Corporation), a Delaware corporation; New Century Mortgage Corporation (f/k/a JBE Mortgage) (d/b/a NCMC Mortgage Corporate, New Century Corporation, New Century Mortgage Ventures, LLC), a California corporation; NC Capital Corporation, a California corporation; Homel23 Corporation (f/k/a The Anyloan Corporation, 1800anyloan.com, Anyloancom), a California corporation; New Century Credit Corporation (f/k/a Worth Funding Incorporated), a California corporation; NC Asset Holding, LP (flk/a NC Residual II Corporation), a Delaware limited partnership; NC Residual III Corporation, a Delaware corporation; NC Residual IV Corporation, a Delaware corporation; New Century REG. Corp, a California corporation; New Century REO. Il Corp .. a California corporation; New , Century REO. III Corp, a California corporation; New Century Mortgage Ventures, LLC (d/b/a Summit Resort Lending, Total Mortgage Resource, Select Mortgage Group, Monticello Mortgage Services, Ad Astra Mortgage, Midwest Home Mortgage, TRATS Financial Services, Elite Financial Services, Buyers Advantage Mortgage), a Delaware limited liability company; NC Deltex, LLC, a Delaware limited liability company; NCoral, L P., a Delaware limited partnership,

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governmental units must file proofs of claim in these chapter 11 cases (the "Governmental Bar Date"); (iii) establishing the date by which all entities must file proofs of claim relating to the Debtors' rejection of executory contracts or unexpired leases in these chapter II cases (the "Rejection Bar Date") (iv) establishing the date by which all entities must file proofs of claim arising out of the Debtors' amendment of their Schedules (the "Schedules Bar Date" and together with the General Bar Date, the Governmental Bar Date and the Rejection Bar Date, the "Bar Dates"); and (vi) approving the form and manner of notice of the Bar Dates (the "Bar Dates Notice'} In support of this Motion, the Debtors respectfully state as follows: JURISDICTION 1. This Court has jurisdiction over this Motion under 28 US,C §§ 157 and

11.34, Venue is proper under 28 U.S,C §§ 1408 and 1409. This is a core proceeding as defined in 28 U.S.C § 157(b)(2).

BACKGROUND
2. New Century Financial Corporation, a Maryland corporation C'NCF") and publicly owned real estate investment trust, is one ofthe largest specialty mortgage finance businesses in the United States. Through its subsidiaries and its primary holding company subsidiary, New Century TRS Holdings, Inc" a Delaware corporation, NCF originates, purchases, sells, and services mortgage loans nationwide. NCF historically focused on "subprime" lending, or lending to individuals whose borrowing needs were generally not fulfilled by traditional financial institutions because they did not satisfy the credit, documentation or other underwriting standards prescribed by conventional mortgage lenders and loan buyers. In September 2005, NCF through some of its subsidiaries also began offering conventional mortgage loans, including: "Alt-A" mortgage loans, loans insured by the Federal Housing Administration ('"FHA"), and loans guaranteed by the Veterans Administration ("V A"), During the fiscal year ending December 31, 2006, the Debtors originated or purchased approximately $60 billion of mortgage loans, most of which were sold in the secondary market Since their

inception, the Debtors have issued or enabled over $220 billion in loans. These loans have

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helped millions of homebuyers and homeowners across the nation access credit and realize the benefits of heme ownership, including many who might not 'Otherwise have been able te de so. .3, On April 2, 2007 (the "Petition Date"), the Debtors filed the instant

petitions fer relief and the Debtors' bankruptcy cases are being jointly administered pursuant to an order of the Court. The Debtors are operating their business and managing their affairs as debtors and debtors in possession. 4. By order entered on May 7, 2007, the Court authorized the sale of a pool

of approximately 2,200 unencumbered mortgage loans with an unpaid balance of $17.3 million and mortgage-backed residual interests in securitization trusts (the "LNF A") to Ellington Management Group, LLC on behalf of its Client Funds .. The Court further authorized the sale of the Debtors' servicing business (the "Carrington Sale") to Carrington Mortgage Services, LLC, an affiliate of Carrington Capital Management, LLC ("Carrington") by order entered on May 23, 2007. At the closing of the Carrington Sale, Carrington will transfer the sale proceeds to the Debtors and the Debtors will enter into an agreement with Carrington to transition the servicing business. The Debtors will continue operating the servicing business in the ordinary course while it is transitioned to Carrington, The Debtors estimate that the transition period could take up to six months but may be continued upon request from Carrington from time to time. The Debtors are in the process of liquidating additional LNF A, technology and other assets of the estates. RELIEF REQUESTED 5. Bankruptcy Rule .300.3(c)(3)provides: "[t)he court shall fix and for cause

shown may extend the time within which proofs of claim or interest may be filed." Pursuant to Bankruptcy Rule .3003(c)(3), the Debtors request that the Court (a) establish the Bar Dates and related claims procedures proposed herein and (b) approve the form and manner of notice thereof.

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A.

Establishment of the Bar Dates
6. The General Bar Dak Bankruptcy Rule 300.3(c)(3) requires that the

Court fix a time within which proofs of claim must be filed. Except as provided below, the General Bar Date would apply to all entities holding claims/ against the Debtors (whether secured, unsecured, priority or unsecured nonpriority) that arose prior to the Petition Date. The Debtors request that the Court establish August 31, 2007, as the General Bar Date, which shall be approximately 60 days after the date the Debtors' serve the Bar Dates Notice the ("Service Date"), such Service Date to occur as soon as practicable on or after the date of the entry of the Bar Date Order. 3 (a) Entities That Must File Proofs of Claim by the General Bar Date"

The Debtors propose that, subject to the provisions set forth herein for holders of claims subject to the Rejection Bar Date, the Governmental Bar Date and the Schedules Bar Date, the following entities must file proofs of claim on or before the General Bar Date: (i) any entity whose prepetition claim against a Debtor is not

listed in the applicable Debtor's Schedules (as defined below) or is listed as disputed, contingent or unliquidated and that desires to participate in these chapter 11 cases or share in any distribution in these chapter 11 cases; and (ii) any entity that believes that its prepetition claim is

improperly classified or is listed in an incorrect amount in the Schedules and that desires to have its claim allowed in a classification or amount other than that identified in the Schedules" (b) Entities Not Required to File Proofs of Claim by the General Bar

Date, The Debtors propose that the following entities, whose claims otherwise would be subject to the General Bar Date, need not file proofs of claim:
1 As used herein, the term "entity" has the meaning given to it in section 101( 15) of the Bankruptcy Code and the term "claim" has the meaning given to it in section 101(5) of the Bankruptcy Code. 3

The Debtors filed their Schedules of Assets and Liabilities and Statements ofFinanciaJ Affairs on May

31,2007.

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(i)

any entity that already has properly filed a proof of claim

against one or more of the Debtors in accordance with the procedures described herein; (ii) any entity (I) whose claim against a Debtor is not listed as

disputed, contingent or unliquidated in the Schedules and (2) that agrees with the nature, classification and amount of its claim as identified in the Schedules; (iii) any entity whose claim against a Debtor previously has

been allowed by, or paid pursuant to, an order of the Court; (iv) any Interest Holder whose claim is based exclusively upon

the ownership of an Interest (as set forth in Section C herein); and (v) the Debtors, 7. The Governmental Bar Date. Section 502(b)(9) of the Bankruptcy Code any ofthe Debtors that hold claims against one or more of

provides that governmental units" shall have at least 180 days from the Petition Date in which to file a claim. The Governmental Bar Date would apply to all governmental units holding claims against the Debtors that arose prior to the Petition Date, The Debtors request that the Court establish October 2, 2007 at 5:00 p.m. (prevailing Eastern Time) as the Governmental Bar Date. 8. The Rejection Bar Date. The Debtors anticipate that certain entities may

assert claims in connection with the Debtors' rejection of executory contracts 811dunexpired leases pursuant to section 365 of the Bankruptcy Code. The Debtors propose that, unless a different deadline has previously been established by an order of this Court, for any claim relating to Debtors' rejection of an executory contract or unexpired lease (a "Rejection Damages Claim") approved by the Court pursuant to an order, the Rejection Bar Date for such a claim will be the later of (a) the General Bar Date and (b) .30 days after the effective date of rejection,
4 As used herein, the term "governmental unit" has the meaning given to it in section 101(27) of the Bankruptcy Code 5 Certain contracts and leases may be assumed and assigned. Neither this Motion nor any other motion should be construed to alter the objection deadlines set forth in any assumption and assignment motion or notice or

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The Schedules Bar Date. The Debtors propose that they retain the right to

(a) dispute, or assert offsets or defenses against, any filed claim or any claim listed or reflected in the Debtors' schedules of assets and liabilities (as they may be amended from time to time, the "Schedules") as to nature, amount, liability, classification or otherwise; (b) subsequently designate any claim as disputed, contingent or unliquidated; and (c) otherwise amend their Schedules; provided, however, that if one of the Debtors amends its Schedules to reduce the undisputed, noncontingent and liquidated amount or to change the nature or classification of a claim against such Debtor, the affected claimant will have until the Schedules Bar Date to file a proof of claim or to amend any previously filed proof of claim in respect of the amended scheduled claim. The Debtors request that the Schedules Bar Date be established as the later of (a) the General Bar Date and (b) .30days after the date that notice of the applicable amendment to the Schedules, if any, is served on the claimant." To the extent the Debtors further amend their Schedules relating to the claim of any creditor in accordance with Local Rule 1009-2 the Debtors shall serve notice of both the amendment and the Schedules Bar Date on such affected creditor. Notwithstanding the foregoing, nothing contained herein would preclude the Debtors from amending their Schedules in accordance with the Local Rules of Bankruptcy Practice and Procedure for the United States Banlauptcy Court for the District of Delaware (the "Local Rules"). B. No Requirement to File Proofs of Interest 10. The Debtors propose that any entity holding an interest in any Debtor (an

"Interest Holder"), which interest is based exclusively upon the ownership of common or preferred stock in a corporation, a membership interest in a limited liability partnership or warrants or rights to purchase, sell, or subscribe to such a security or interest (any such security or interest being referred to herein as an "Interest"), need not file a proof of interest on or before
to alter any order the Court has previously entered or may hereafter enter, (,The imposition of the Schedules Bar Date is consistent with Local Rule 1009-2, which provides a creditor with 20 days to file a proof of claim after the date that notice of the applicable amendment is served on such creditor

6
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the General Bar Date; provided, however, that Interest Holders that wish to assert claims against any of the Debtors that arise out of or relating to the sale, issuance, or distribution of the Interest, must file proofs of claim on or before the General Bar Date, unless another exception identified in paragraph G(b) of this Motion applies. C. Effect of Failure to File Proofs of Claim 1L Pursuant to Bankruptcy Rule 3003(c)(2), the Debtors propose that any

entity that is required to file a proof of claim in these chapter II cases pursuant to the Bankruptcy Code, the Banlauptcy Rules or the Bar Date Order (defined below) with respect to a particular claim against a Debtor but that fails to do so by the applicable Bar Date, should be forever barred, estopped and enjoined from: (a) asserting any claim against the Debtors that the entity has that (i) is in an amount that exceeds the amount, ifany, that is identified in the Schedules on behalf of such entity as undisputed, noncontingent and liquidated or (ii) is of a different nature or a different classification than any claim identified in the Schedules on behalf of such entity (any such claim being referred to herein as an "Unscheduled Claim"); or (b) voting upon, or receiving distributions under, any plan of reorganization or liquidation in these chapter 11 cases in respect of an Unscheduled Claim, D. Procedures for Providing Notice of Bar Dates and Filing Proofs of Claim 12. The Debtors propose to serve on all known entities holding potential

prepetition and postpetition claims: (a) a notice of the Bar Dates substantially in the form of the notice attached hereto as Exhibit B (the "Bar Dates Notice"); and (b) a proof of claim form based upon Official Form No .. 10, substantially in the form attached hereto as Exhibit C (the "Proof of Claim Form" and together with the Bar Dates Notice, the "Bar Dates Notice Package"), The Debtors anticipate they will serve upon all known entities holding potential prepetition Claims the Bar Dates Notice Package with in 3 business days after the entry of the Order, 13. The Bar Dates Notice states, among other things, that proofs of claim must

be filed with the Debtors' court-approved claims agent, XRoads Case Management Services, LLC ("XRoads"), on or before the applicable Bar Date. As soon as practicable after the date that 7

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the Court enters the Bar Date Order, the Debtors intend to mail the Bar Dates Notice Package by first class United States mail, postage prepaid, to, inter alia, all known potential claimants and their counsel (if known), all parties that have requested notice in these cases, the Office of the United States Trustee, counsel to the Committee and all taxing authorities for the jurisdictions in which the Debtors conducted business. The date on which the Debtors actually serve the notice of the Bar Dates and proof of claim forms is referred to herein as the "Service Date." The Debtors have fixed the General Bar Date and the Governmental Bar Date to ensure that potential claimants receive approximately 60 days' notice of the General Bar Date and 90 days' notice of the Govenunental Bar Date, which exceeds the minimum notice period provided by Bankruptcy Rule 2002(a)(7);7 the Governmental Bar Date is also not less than 180 days from the Petition Date pursuant to Bankruptcy Code Section S02(b )(9). 14. The Debtors respectfully submit that establishing 60 days after the Service

Date as the General Bar Date will provide potential claimants ample time after the mailing ofthe Bar Dates Notice within which to review the Schedules and compare the information contained therein with their own books and records. 15. The Proof of Claim Form mailed to potential claimants will state, along

with the claimant's name, whether the entity's claim is listed in the Schedules and, if so, (a) whether the claim is listed as disputed, contingent or unliquidated, and (b) whether the entity's claim is listed as secured, unsecured or priority. If a claim is listed in the Schedules in a liquidated amount that is not disputed or contingent, the dollar amount of the claim (as listed in the Schedules) will also be identified on the Proof of Claim Form. Any entity that relies on the information in the Schedules will bear responsibility for determining that its claim is accurately listed therein.

Bankruptcy Rule 2002(a)(7) states that "the clerk, or some other person as the court may direct, shall give the debtor, the trustee, all creditors and indenture trustees at least 20 days' notice by mail of . the time fixed for filing proofs of claim pursuant to [Bankruptcy] Rule 3003(c)
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16,

For any claim to be validly and properly filed, a signed original of a

completed proof of claim, together with any accompanying documentation required by Bankruptcy Rules 3001 (c) and 3001(d),8 must be delivered to XRoads at the address identified on the Bar Dates Notice so as to be received no later than 5:00 p.m. (prevailing Eastern Time) on the applicable Bar Date. The Debtors propose that claimants be permitted to submit proofs of claim in person or by courier service, hand delivery or mail. Proofs of claim submitted by facsimile or e-mail will not be accepted. Proofs of claim will be deemed filed when actually received by Xkoads.

If a claimant wishes to receive acknowledgement ofXRoads' receipt of a

proof of claim, the claimant also must submit to XRoads by the applicable Bar Date and concurrently with submitting its original proofof claim (a) a copy ofthe original proof of claim, and (b) a self-addressed, stamped return envelope .. 17. In addition, the Debtors propose that all persons and entities asserting

claims against the Debtors' estates should be required to file the Proof of Claim Forms in English and in lawful currency of the United States. If a person or entity does not specify the amount of

its claim in lawful currency of the United States, the Debtors reserve the right to convert such
claim to lawful currency of the United States using the applicable conversion rate as of April 2, 2007, unless the Debtors deem another date to be more appropriate. E. Filing Proofs of Claim Against Multiple Debtors; Failure to Identify a Debtor 18. The Debtors also propose that all entities asserting claims against more

than one Debtor be required to file a separate proof of claim with respect to each such Debtor. If entities are permitted to assert claims against more than one Debtor in a single proof of claim, XRoads may have difficulty maintaining separate claims registers for each Debtor, and the
H

Bankruptcy Rule 3001(c) requires as follows: When based claim of the a claim, or an interest in property of the debtor securing the claim, is on a writing, the original or a duplicate shall be filed with the proof of If the writing has been lost or destroyed, a statement of the circumstances loss or destruction shall be filed with the claim.

Bankruptcy Rule 3001(d) requires that "[ijf a security interest in property of the debtor is claimed, the proofofclaim shall be accompanied by evidence that the security interest has been perfected"

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Debtors may be required to object to a proof of claim simply to clarify the proper Debtor liable for the amounts identified in the claim. Likewise, persons and entities should be required to identify on each proof of claim the particular Debtor against which their claim is asserted, Requiring parties to identify the Debtor against which a claim is asserted will greatly expedite the Debtors' review of proofs of claim in these cases, The requirement will not be unduly burdensome on claimants since those entities will know, or should know, the identity of the Debtor against which they are asserting a claim. F. Publication of Notice 19. In addition to those parties listed on the Debtors' Schedules or having filed

a notice of appearance in these chapter 11 cases, the Debtors believe that potential claims against the Debtors may exist that the Debtors are unaware of or unable to identify, Accordingly, the Debtors believe that it is necessary to provide notice of the Bar Dates to entities whose names and addresses are unknown to the Debtors, Therefore, pursuant to Bankruptcy Rule 2002(1),9 the Debtors request authority to publish notice of the Bar Dates, substantially in the form attached hereto as Exhibit D (the "Publication Notice"), once in the national edition of The Wall Street Journal and such other local publications as the Debtors deem appropriate, no less than 30 days prior to the General Bar Date.

20,

No trustee has been appointed in these chapter 11 cases, Notice of this

Motion has been provided to: (1) the Office of the United States Trustee for the District of Delaware; (2) counsel to Greenwich Capital Financial Products, Inc, ("Greenwich") and The CIT Group/Business Credit, Inc ..("CIT"), the Debtors' post-petition senior secured lenders; (3) the Examiner (4) the Committee, and (5) all parties who have timely filed requests for notice under Rule 2002 of the Federal Rules of Bankruptcy Procedure (as amended from time to time, the "Bankruptcy Rules'} In light of the nature of the relief requested herein, the Debtors submit that

no other or further notice is required ..
9

Bankruptcy Rule 2002(l) provides that "[tjhe court may order notice by publication ifit finds that notice by mail is impracticable or that it is desirable to supplement the notice"

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.21>

The Debtors submit that this Motion does not present any novel issues of

law requiring briefing. Therefore, pursuant to Rule 71.2 of the Local Rules of Civil Practice of the United States District Court for the District of Delaware (as amended from time to time, the "Local District Court Rules"), incorporated by reference into Local Rule 1001-1 (b), the Debtors respectfully request that the Court set aside the briefing schedule set forth in Rule 7..L2(a) of the Local District Court Rules .. NO PRIOR MOTION
22..

No prior motion for the relief sought herein has been made to this or any

other court.

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II

WHEREFORE, the Debtors respectfully request the entry of an order, substantially in the form attached hereto as Exhibit A authorizing and establishing the Bar Dates and approving the form and manner of notice.

Dated: June 8, 2007 Wilmington, Delaware

Respectfully submitted,

rkD:Oil1S{N 00 2981) Michael J. Merchant (No. 3854) Christopher M. Samis (No. 4909) RICHARDS, LAYTON & FINGER, P.. A One Rodney Square P.O. Box 551 Wilmington, Delaware 19899 (,302) 651-7700 -andSUZZaImeS" Uhland Ben H. Logan Victoria Newmark Emily R Culler O'MELVENY & MYERS LLP 275 Battery Street San Francisco, California 94111 (415) 984-8700 ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION

a&(~!.~

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: NEW CENTURY TRS HOLDINGS, Delaware corporation, et al.,l INC., a Chapter 11

Case No. 07-10416 (KJC) Jointly Administered

Debtors.

Hearing Date: June 27, 2007 at 10:00 a.m. Objection Deadline: June 20, 2007 at 4:00 p.m.

NOTICE OF MOTION AND HEARING PLEASE TAKE NOTICE that on June 8, 2007, the above-captioned debtors and debtors in possession (the "Debtors") filed the Motion of Debtors Debtors in Possession for Entry of an Order Form, Manner Establishing and

Bar Dates for Filing

Proofs of Claim and Approving

and Sufficiency of Notice Thereof

(the "Motion") with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801 (the "Bankruptcy Court"). PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion must be in writing, filed with the Clerk of the Bankruptcy Court, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned counsel on or before 4:00 p.m. on June 20, 2007.
I The Debtors are the following entities: New Century Financial Corporation (flk1a New Century REIT, Inc.), a Maryland corporation; New Century TRS Holdings, Inc. (flkla New Century Financial Corporation), a Delaware corporation; New Century Mortgage Corporation (flkla JBE Mortgage) (d/b/a NCMC Mortgage Corporate, New Century Corporation, New Century Mortgage Ventures, LLC), a California corporation; NC Capital Corporation, a California corporation; Homel23 Corporation (f(kla The Anyloan Corporation, 1800anyloan.com, Anyloan.corn), a California corporation; New Century Credit Corporation (flkla Worth Funding Incorporated), a California corporation; NC Asset Holding, LP. (flkla NC Residual II Corporation), a Delaware limited partnership; NC Residual III Corporation, a Delaware corporation; NC Residual IV Corporation, a Delaware corporation; New Century REO. Corp., a California corporation; New Century RE..o. II Corp., a California corporation; New Century REO. III Corp., a California corporation; New Century Mortgage Ventures, LLC (d/b/a Summit Resort Lending, Total Mortgage Resource, Select Mortgage Group, Monticello Mortgage Services, Ad Astra Mortgage, Midwest Home Mortgage, TRA TS Financial Services, Elite Financial Services, Buyers Advantage Mortgage), a Delaware limited liability company; NC Deltex, LLC, a Delaware limited liability company; NCoral, LP, a Delaware limited partnership.

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PLEASE TAKE FURTHER NOTICE that if any objections or responses are received a hearing with respect to the Motion will be held on June 27,2007 at 10:00 a.m. before the Honorable Kevin J.. Carey at the United States Bankruptcy Court, 824 Market Street, 5th Floor, Courtroom #5, Wilmington, Delaware 19801, IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED. SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING. Dated: June 8, 2007 Wilmington, Delaware Mark . Collins (No. 2981) Michael J. Merchant (No . .3854) Christopher M. Samis (No. 4909) RICHARDS, LAYTON & FINGER, P ,A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (.302) 651-7701 - andSuzzanne S. Uhland Q'MEL VENY & MYERS LLP 275 Battery Street San Francisco, California 94111 Telephone: (415) 984-8700 Facsimile: (415) 984-8701 ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION

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EXHIBIT A PROPOSED ORDER

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IN THE UNITED STATES BANKRUPTCY FOR THE DISTRICT

COURT

OF DELAWARE Chapter 11

In re:
NEW CENTURY TRS HOLDINGS INC., a Delaware corporation, et al.,1 Debtors.

Case No. 07-10416 (KJC) Jointly Administered

ORDER ESTABLISHING BAR DATES FOR FILING PROOFS OF CLAIM AND APPROVING FORM, MANNER AND SUFFICIENCY OF NOTICE THEREOF This matter coming before the Court on the Motion of Debtors and Debtors in Possession for Entry of an Order Establishing Bar Dates for Filing Proofs of Claim and Approving Form, Manner, and Sufficiency of Notice Thereof (the "Motion"), filed by the abovecaptioned debtors and debtors in possession (the "Debtors"); the Court having reviewed the Motion; the Court finding that (a) the Court has jurisdiction over this matter pursuant to 28

us.c

§§ 157 and l334, (b) this is a core proceeding pursuant to 28 US.C

§ 157(b)(2), (c) the

notice of the Motion was sufficient under the circumstances and no other or further notice need be provided, and (d) capitalized terms not otherwise defined herein have the meanings given to them in the Motion; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and the Court having determined

I The Debtors are the following entities: New Century Financial Corporation (f/k/a New Century REIT, Inc.), a Maryland corporation; New Century TRS Holdings, Inc. (f/k/a New Century Financial Corporation), a Delaware corporation; New Century Mortgage Corporation (fIlda JBE Mortgage) (d/b/a NCMC Mortgage Corporate, New Century Corporation, New Century Mortgage Ventures, LLC), a California corporation; NC Capital Corporation, a California corporation; Home 123 Corporation (f/k/a The Anyloan Corporation, 1800anyloan. com, Anyloancom), a California corporation; New Century Credit Corporation (flk/a Worth Funding Incorporated), a California corporation; NC Asset Holding, loP (f/k/a NC Residual II Corporation), a Delaware limited partnership; NC Residual III Corporation, a Delaware corporation; NC Residual IV Corporation, a Delaware corporation; New Century REG. Corp., a California corporation; New Century R,ED II Corp., a California corporation; New Century REO. III Corp., a California corporation; New Century Mortgage Ventures, LLC (d/b/a Summit Resort Lending, Total Mortgage Resource, Select Mortgage Group, Monticello Mortgage Services, Ad Astra Mortgage, Midwest Home Mortgage, TRA TS Financial Services, Elite Financial Services, Buyers Advantage Mortgage), a Delaware limited liability company; NC Deltex, LLC, a Delaware limited liability company; NCoral, L.P, a Delaware limited partnership.

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that the relief sought in the Motion is in the best interests of the Debtors and their estates; and after due deliberation and sufficient cause appearing therefore, NOW, THEREFORE, IT IS HEREBY ORDERED THAT: I, The Motion is GRANTEn 2> As used herein, (a) the term "claim" has the meaning given to it in section 101(5) of title 11 of the United States Code, §§ 101-1532, (as amended, the "Bankruptcy Code"), (b) the term "entity" has the meaning given to it in section I0 I(I 5) of the Bankruptcy Code, and (c) the term "governmental unit" has the meaning given to it in section 101(27) of the Bankruptcy Code. 3, The form and manner of notice of the Bar Dates approved herein are deemed to

fulfill the notice requirements of the Bankruptcy Rules aI1dthe Local Rules of Bankruptcy Practice and Procedure for the United States Banlauptcy Court for the District of Delaware (the "Local Rules"). The forms of the Bar Dates Notice and the Proof of Claim Fonn (the "Claim Form"), and the manner of providing notice of the Bar Dates proposed in the Motion, are approved in all respects pursuant to Bankruptcy Rules 2002(a)(7) and 2002(l) and Local Rule 2002-1(e). Accordingly, the Debtors are authorized to serve the Bar Dates Notice Package in the manner described herein. 4. As soon as practicable after the date that the Court enters this Order, the

Debtors, through XRoads Case Management Services, LLC ("XRoads"), shall serve the Bar Dates Notice Package by first class United States mail, postage prepaid, on all known entities holding potential prepetition and postpetition claims and their counsel (ifknown), all parties that have requested notice in these cases, the Office of the United States Trustee, counsel to the Committee, and all taxing authorities fOJ the jurisdictions in which the Debtors conducted business, whether through actual notice (by United States first-class mail, postage prepaid) or publication notice (in the national edition of The Wall Street Journal, and in such local newspapers as the Debtors determines appropriate), "Service Date." 2 The date XRoads actually serves the Bar Dates Notice Package is the

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5.

Except as provided herein, any entity holding a prepetition claim against one or

more of the Debtors must file a proof of claim in accordance with the procedures described herein by the General Bar Date, The General Bar Date shall be fixed as a date no earlier than 60 days after the Service Date,. The General Bar Date shall be identified in the Bar Dates Notice and the Publication Notice. Except as provided herein, the General Bar Date applies to all entities holding claims against the Debtors (whether secured, unsecured priority or unsecured nonpriority) that arose prior to the Petition Date. 6. The following entities whose claims otherwise would be subject to the General

Bar Date shall not be required to file proofs of claim in these chapter 11 cases: (a) any entity that already has properly filed a proof of claim against

one or more of the Debtors in accordance with the procedures described herein and in the Motion; (b) any entity (i) whose claim against a Debtor is not listed as

disputed, contingent or unliquidated in the Schedules and (ii) that agrees with the nature, classification and amount of its claim as identified in the Schedules; (c) any entity whose claim against a Debtor previously has been

allowed by, or paid pursuant to, an order of this Court; (d) any Interest Holder whose claims are based exclusively upon the

ownership of an Interest; and (e) any of the Debtors that hold claims against one of the other

Debtors .. 7. All Governmental Units that have or assert any prepetition claims against the

Debtors must file a proof of claim in accordance with the procedures described herein by the Governmental Bar Date .. The Governmental Bar Date shall be October 2,2007 at 5:00 p.m .. (prevailing Eastern Time). The Governmental Bar Date shall be identified in the Bar Dates Notice and the Publication Notice. The Governmental Bar Date applies to all governmental units holding

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.3

claims against the Debtors (whether secured, unsecured priority or unsecured nonpriority) that arose prior to the Petition Date .. 8. The Debtors shall retain the right to (a) dispute, or assert offsets or defenses

against, any filed claim or any claim listed or reflected in the Schedules as to nature, amount, liability, classification or otherwise; and (b) subsequently designate any claim as disputed, contingent or unliquidated; provided, however, that if a Debtor amends its Schedules to reduce the undisputed, noncontingent and liquidated amount or to change the nature or classification of a claim against the Debtor, the affected claimant is required to file a proof of claim or amend any previously filed proof of claim in respect of the amended scheduled claim in accordance with the procedures described herein by the Schedules Bar Date. The Schedules Bar Date shall be the later of (a) the General Bar Date and (b) 30 days after the date that notice of the applicable amendment to the Schedules is served on the claimant. To the extent the Debtors amend their Schedules relating to the claim of any creditor, and in accordance with Local Rule 1009-2, the Debtors shall serve notice of both the amendment and the Schedules Bar Date on such affected creditor .. 9, Subject to the provisions set forth herein for holders of claims subject to the

Governmental Bar Date, the Rejection Bar Date or the Schedules Bar Date, the following entities must file proofs of claim on or before the General Bar Date: (a) any entity whose prepetition claim against a Debtor is not listed in

the applicable Debtor's Schedules or is listed as disputed, contingent or unliquidated and that desires to participate in these chapter 11 cases or share in any distribution in these chapter 11 cases; and (b) any entity that believes that its prepetition claim is improperly

classified in the Schedules or is listed in an incorrect amount and that desires to have its claim allowed in a classification or amount other than that identified in the Schedules, 10. Any entity holding a Rejection Damages Claim arising from the rejection of an

executory contract or unexpired lease pursuant to an order entered by this Court shall be required

4

to file a proof of claim in respect of such Rejection Damages Claim in accordance with the procedures described herein by the Rejection Bar Date" The Rejection Bar Date shall be the later of (a) the General Bar Date and (b) 30 days after the effective date ofrejection. 11, Any entity asserting claims against more than one Debtor must file a separate

proof of claim with respect to each such Debtor. In addition, any entity filing a proof of claim must identify on its proof of claim form the particular Debtor against which its claim is asserted. 12. Any entity holding an interest in any Debtor (an "Interest Holder"), which

interest is based exclusively upon the ownership of common or preferred stock in a corporation, a membership interest in a limited liability partnership or warrants or rights to purchase, sell, or subscribe to such a security or interest (any such security or interest being referred to herein as an "Interest"), need not file a proof of interest on or before the General Bar Date; provided, however, that Interest Holders who wish to assert claims against any of the Debtors that arise out of or relating to the sale, issuance, or distribution of the Interest, must file proofs of claim on or before the General Bar Date, unless another exception contained in this Order applies,
13,

Pursuant to Bankruptcy Rule 300.3(c)(2), any entity that is required to file a

proof of claim in these chapter 11 cases pursuant to the Bankruptcy Code, the Bankruptcy Rules or this Order with respect to a particular claim against a Debtor, but that fails to properly do so by the applicable Bar Date, shall be forever barred, estopped and enjoined from: (a) asserting any claim against the Debtors that the entity has that (i) is in an amount that exceeds the amount, ifany, that is identified in the Schedules on behalf of such entity as undisputed, noncontingent and liquidated or (ii) is of a different nature or a different classification than any claim identified in the Schedules on behalf of such entity (any such claim being referred to herein as an "Unscheduled Claim"); or (b) voting upon, or receiving distributions under, any plan or plans of reorganization or liquidation in these chapter 11 cases in respect of an Unscheduled Claim. 14. The Debtors shall serve on all known Entities holding potential pre-petition

claims: (a) the Bar Dates Notice, substantially in the form attached to the Motion as Exhibit Band (b) a Proof of Claim Form, substantially in the form attached to the Motion as Exhibit C The 5

RLr 1-3162954-1

Debtors shall state on each Proof of Claim Form, along with the entity's name: (a) whether the entity's Claim is listed in the Schedules and, if so, (b) whether the claim is listed as disputed, contingent or unliquidated; and (c) whether the entity's claim is listed as secured, unsecured or priority, If a claim is listed in the Schedules in a liquidated amount that is not disputed or contingent, the Debtors also shall identify on the Proof of Claim
F0f111

the dollar amount of the

claim as listed in the Schedules. Any entity that relies on the information in the Schedules shall bear responsibility for determining that its claim is accurately listed therein. 15, For any proof of claim to be validly and properly filed, a signed original of the

completed proof of claim, together with any accompanying documentation required by Bankruptcy Rules 3001 (c) and 3001 (d), must be delivered to XRoads at the address identified on the Bar Dates Notice so as to be received no later than 5:00 P,l11, (prevailing Eastern Time) on the applicable Bar Date, Proofs of claim may be submitted in person or by courier service, hand delivery or mail. Proofs of claim submitted by facsimile or e-mail or telecopy shall be deemed not accepted, Proofs of claim shall be deemed filed when actually received by Xkoads. If a creditor

wishes to receive acknowledgement of XRoads' receipt of a proof of claim, the creditor also must submit to XRoads by the applicable Bar Date and concurrently with submitting its original proof ofcIaim (a) a copy of the original proof of claim and (b) a self-addressed, stamped return envelope. 16, All persons and entities asserting claims against the Debtors' estates are

required to file proofs of claim in English and in lawful currency of the United States. If a person or entity does not specify the amount of its claim in lawful currency ofthe United States, the Debtors may convert such claim to lawful currency of the United States using the applicable conversion rate as of April 2, 2007 or as of such other date as the Debtors deem appropriate. 17, Nothing contained in this Order shall be deemed to constitute an assumption or rejection of any executory contract or prepetition or postpetition agreement between the Debtors and a Priority of Claimant or to require the Debtors to make any of the payments authorized herein.

Rtf'I-3162954-1

6

18.. The Debtors shall cause the Publication Notice to be published once in the national edition of The Wall Street Journal and any such other local publications as the Debtors deem appropriate no less than 30 days prior to the General Bar Date. 19. The Debtors, their officers, employees and agents, are authorized to take or

refrain from taking such acts as are necessary and appropriate to implement and effectuate the terms of this Order. 20. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062,

9014, or otherwise, the terms and conditions or this Order shall be immediately effective and enforceable upon its entry. 21. This Court retains jurisdiction with respect to all matters arising from or related

to the interpretation or implementation of this Order,

Dated:

, 2007 Wilmington, Delaware The Honorable Kevin 1. Carey United States Banlauptcy Judge

m r 1·3162954-1

7

EXHIBITB PROPOSED NOTICE OF BAR DATES

RLF l-3162954-1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:
NEW CENTURY TRS HOLDINGS INC., a Delaware corporation, et al.,' Debtors.

Chapter 11 Case No. 07-10416 (KJC) Jointly Administered

NOTICE OF BAR DATES FOR FILING OF PROOFS OF CLAIM TO ALL PERSONS AND ENTITIES WITH CLAIMS OR EQUITY INTERESTS AGAINST ANY OF THE FOLLOWING DEBTOR ENTITIES: Debtor New Century TRS Holdings, Inc. Address 18400 Von Karman Ave, Suite 1000 Irvine, CA 92612 18400 Von Karman Ave, Suite 1000 Irvine, CA 92612 18400 Von Karman Ave. Suite 1000 Irvine, CA 92612 18400 Von Karman Ave, Suite 1000 Irvine, CA 92612 18400 Von Karman Ave. Suite 1000 Irvine, CA 92612

Case Number
07-10416

New Century Financial Corporation

07-10417

New Century Mortgage Corporation

07-10419

NC Capital Corporation

07-10420

Home 12.3Corporation

07~10421

I The Debtors are the following entities: New Century Financial Corporation (flkla New Century REIT, Inc), a Maryland corporation; New Century TRS Holdings, Inc (f/kla New Century Financial Corporation), a Delaware corporation; New Century Mortgage Corporation (flk/a lBE Mortgage) (d/b/a NCMC Mortgage Corporate, New Century Corporation, New Century Mortgage Ventures, LLC), a California corporation; NC Capital Corporation, a California corporation; Home 123 Corporation (f/k1a The Anyloan Corporation, 1800anyJoancom, Anyloan.corn), a California corporation; New Century Credit Corporation (flkla Worth Funding Incorporated), a California corporation; NC Asset Holding, LP (f!k/a NC Residual n Corporation), a Delaware limited partnership; NC ResiduallII Corporation, a Delaware corporation; NC Residual IV Corporation, a Delaware corporation; New Century REO. Corp., a California corporation; New Century R.E O. II Corp., a California corporation; New Century R.E.O. III Corp., a California corporation; New Century Mortgage Ventures, LLC (d/b/a Summit Resort Lending, Total Mortgage Resource, Select Mortgage Group, Monticello Mortgage Services, Ad Astra Mortgage, Midwest Home Mortgage, TRATS Financial Services, Elite Financial Services, Buyers Advantage Mortgage), a Delaware limited liability company; NC Deltex, LLC, a Delaware limited liability company; NCDral, LP, a Delaware limited partnership.

RLF 1-3162954-1

New Century Credit Corporation

18400 Von Karman Ave. Suite 1000 Irvine, CA 92612 18400 Von Karman Ave. Suite 1000 Irvine, CA 9261.2 18400 Von Karman Ave., Suite 1000 Irvine, CA 92612 18400 Von Karman Ave. Suite 1000 Irvine, CA 92612 18400 Von Karman Ave. Suite 1000 Irvine, CA 92612 18400 Von Karman Ave. Suite 1000 Irvine, CA 92612 18400 Von Karman Ave. Suite 1000 Irvine, CA 92612 18400 Von Karman Ave. Suite 1000 Irvine, CA 92612 18400 Von Karman Ave. Suite 1000 Irvine, CA 92612 18400 Von Karman Ave. Suite 1000 Irvine, CA 92612

07-10422

NC Asset Holding, LP,

07-10423

NC Residual III Corporation

07-10424

NC Residual IV Corporation

07-10425

New Century R.E.O. Corp.

07-10426

New Century KED, II Corp.

07-10427

New Century R.E-O. III Corp.

07-10428

New Century Mortgage Ventures, LLC

07-10429

NC Deltex, LLC

07-10430

NCoral, LP.

07-10431

PLEASE captioned debtors under chapter 11 States Bankruptcy

TAKE NOTICE THAT on April 2, 2007 (the "Petition Date"), the aboveand debtors-in-possession (the "Debtors") filed voluntary petitions for relief of Title 11 of the United States Code (the "Bankruptcy Code") in the United Court for the District of Delaware (the "Court").

On June _, 2007, the Court entered an order establishing certain deadlines to file proofs of claim in the above-captioned cases (the "Order"). Pursuant to the Order, the Court fixed August 31,2007 at 5:00 p.m., prevailing Eastern Time, as the general claims bar date (the "General Bar Date") in these cases. Except as described below, the Order requires all Entities that have or assert any prepetition, nonadministrative expense Claims against the Debtors to file proofs of claim with XRoads Case Management Services, LLC ("XRoads"), the claims and noticing agent in these cases, so that their proofs of claim are received by XRoads on or before the General Bar Date,

2
RL f 1-3162954-1

The Bar Date Order requires all Governmental Units that have or assert any prepetition Claims against the Debtors to file proofs of claim with XRoads so that their proofs of claim are received by XRoads on or before the Governmental Bar Date, Please note that the terms "Entity," "Governmental Unit" and "Claim" are defined below.

Pursuant to the Order, the Court fixed October 2, 2007 at 5:00 p.m., prevailing Eastern Time, as the governmental unit claims bar date (the "Governmental Bar Date") in these cases"

Pursuant to the Order, the Court fixed the later of: (i) the General Bar Date, and (ii) 30 days after the date that notice of the applicable amendment to the Schedules is served on the claimant as the amended schedules bar date (the "Schedules Bar Date") in these cases. The Order requires all entities who disagree with an amendment to the Schedules to file a proof of claim on or before the Schedules Bar Date. Pursuant to the Order, the Court fixed the later of (a) the General Bar Date, and (b) 30 days after the effective date of rejection. The Order requires all entities whose Claims arise out of the Bankruptcy Court-approved rejection of an executory contract or unexpired lease to file proofs of claim with XRoads so that their proofs of claim are received by XRoads on or before

the Rejection Bar Date.

and in accordance with section 101(5) of the Bankruptcy Code: (a) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (b) any right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. As used in this Notice, the term "Entity" has the meaning given to it in section 101(15) of the Bankruptcy Code and includes all persons, estates, trusts, governmental units and the Office of the United States Trustee, As used in this Notice, the term "Governmental Unit" has the meaning given to it in section 101(27) of the Bankruptcy Code and includes the United States; states; commonwealths; districts; territories; municipalities; foreign states; or departments, agencies or instrumentalities of the foregoing (but not including the Office of the United States Trustee while serving as a trustee under the Bankruptcy Code),

KEY DEFINITIONS As used in this Notice, the term "Claim" shall mean, as to or against any of the Debtors

WHO MUST FILE A PROOF OF CLAIM AND THE APPLICABLE BAR DATES
The Bar Dates The Order establishes the following bar dates for filing proofs of claim in these cases (collectively, the "Bar Dates"): (a) The General Bar Date. Pursuant to the Order, all Entities, but not including Governmental Units, holding Claims against the Debtors (whether secured, unsecured priority or unsecured nonpriority) that arose prior to April 2, 2007 are required to file proofs of claim by the General Bar Date. The Governmental Bar Date. Pursuant to the Bar Date Order, all Govemmental Units holding Claims against the Debtors (whether secured, unsecured priority or unsecured nonpriority) that arose prior to October 2,2007 are required to file proofs of claim by the Governmental Bar Date. The Rejection Bar Date. Any Entity whose Claims arise out of the Bankruptcy Court-approved rejection of an executory contract or unexpired lease, in accordance with section 365 or 1113 of the Bankruptcy Code and pursuant to an

(b)

(c)

.3
RLfl·3162954·1

order of the Bankruptcy Court must file a proof of claim on or before the later of: (i) the General Bar Date, and (ii) 30 days after the effective date of rejection, (d) The Schedules Bar Date. If, subsequent to the mailing and publication of this Notice, the Debtors amend their Schedules to reduce the undisputed, noncontingent and liquidated amount or to change the nature or classification of a Claim against a Debtor reflected therein, the affected claimant is required to file a proof of claim or amend any previously filed proof of claim if such claimant disagrees with the nature, amount or classification of the Claim as set forth in the amended schedules on or before the later of: (i) the General Bar Date, and (ii) 30 days after the date that notice of the applicable amendment to the Schedules is served on the claimant The later of these dates is referred to in this Notice as the "Schedules Bar Date."

Entities That Must File Proofs of Claims bI' the General Bar Date Subject to terms described above for holders of Claims subject to the Governmental Bar Date, the Rejection Bar Date and the Schedules Bar Date, the following Entities must file proofs of claim on or before the General Bar Date: (a) any Entity whose prepetition Claim against a Debtor is not listed in the applicable Debtor's Schedules or is listed as "disputed," "contingent" or "unliquidated" and that desires to participate in any of these chapter 11 cases or share in any distribution in any of these chapter 11 cases; and any Entity that believes its prepetition Claim is improperly classified in the Schedules or is listed in an incorrect amount and that desires to have its Claim allowed in a classification or amount other than that identified in the Schedules.

(b)

Entities Not Required to File Pl'OOfs of Claim bv the General Bar Date The Order further provides that the following Entities need not file proofs of claim by the General Bar Date: (a) (b) any Entity that already has properly filed a proof of claim against one or more of the Debtors in accordance with the procedures described in this Notice; any Entity (i) whose Claim against a Debtor is not listed as "disputed," "contingent" or "unliquidated" in the Schedules and (ii) that agrees with the nature, classification and amount of its Claim as identified in the Schedules; any Entity whose Claim against a Debtor previously has been allowed by, or paid pursuant to, an order of the Court; any Interest Holder whose claims are based exclusively upon the ownership of an Interest; and any Debtor that holds a Claim against one or more of the other Debtors,

(c) (d) (e)

No RequiremeJtt to File Proofs o[Il1tel'est Any Entity holding an interest in any Debtor (an "Interest Holder"), which interest is based exclusively upon the ownership of common or preferred stock in a corporation, a membership interest in a limited liability partnership or warrants or rights to purchase, sell or subscribe to such a security or interest (any such security or interest being referred to in this Notice as an "Interest"), need not file a proof of interest on or before the General Bar Date; provided, however, that Interest Holders who wish to assert Claims against any of the Debtors that arise out of or relate to the ownership or purchase of an Interest, including Claims arising out of or relating to the sale, issuance or distribution of the Interest, must file proofs of claim on or before the General Bar Date, unless another exception identified in this Notice applies.

4
RtF 1-3162954· 1

FILING PROOFS OF CLAIM AGAINST MULTIPLE DEBTORS; REQUIREMENT TO IDENTIFY DEBTOR
Any Entity asserting Claims against more than one Debtor must file a separate proof of claim with respect to each such Debtor. In addition, any Entity filing a proof of claim must identify on its proof of claim form the particular Debtor against which its Claim is asserted.

CONSEQUENCES OF FAILURE TO FILE PROOF OF CLAIM
Any Entity that is required to file a proof of claim, but that fails to do so by the applicable Bar Date described in this Notice, shall be forever barred, estopped and enjoined from the following:
(f)

asserting any Claim against the Debtors that the Entity has that (i) is in an amount that exceeds the amount, if any, that is identified in the Schedules on behalf of such Entity as undisputed, noncontingent and liquidated or (ii) is of a different nature or a different classification than any Claim identified in the Schedules on behalf of such Entity (any such Claim being referred to in this Notice as an "Unscheduled Claim"); or voting upon, or receiving distributions under, any plan or plans of reorganization or liquidation in these chapter 11 cases in respect of an Unscheduled Claim.

(g)

from the Schedules whether your Claim is disputed, contingent or unliquidated as to. amount or is otherwise properly listed and classified, you must me a proof of claim on or before the applicable Bar Date. Any Entity that relies on the information in the Schedules bears responsibility for determining that its Claim is accurately listed therein.
Failure to timely file a proof of claim will forever discharge the applicable Debtor, its estate and its property from any and all indebtedness or liability with respect to such Claim and the potential claimant shall not be permitted to participate in any distribution in such Debtor's chapter 11 Case on account of such Claim or to receive further notices regarding such Claim,

If it is unclear

PROCEDURE FOR FILING PROOFS OF CLAIM 1. WHAT TO FILE
If you file a Proof of Claim Form (the "Claim Form"), your filed proof of claim must (i) be written in English; (ii) be denominated in lawful currency of the United States; (iii) be set forth on the enclosed proof of claim form; (iv) indicate the Debtor against which you are asserting a Claim; and (v) be signed by the actual claimant or if the claimant is not an individual, by an authorized agent of the claimant. Any holder of a Claim against more than one Debtor must file separate Claim Farm with respect to each such Debtor and all holders of Claims must identify on their proof of claim form the specific Debtor against which their Claim is asserted and the case number of the Debtor's bankruptcy case. The names of the Debtors and their case numbers are listed in this Notice. Proofs of claim must include all documentation required by Bankruptcy Rules 3001 (c) and 3001(d), including an original or a copy of any written document that forms the basis of the Claim or, for secured Claims, evidence that the alleged security interest has been perfected. Attach to your completed Claim Form copies of any writings upon which such Claim is based (if voluminous, attach a summary) or an explanation as to why the documents are not available.

5
Rtf' 1-3 162954-1

2.

WHEN AND WHERE TO FILE

Except as provided for herein, all signed original Claim Forms (and where necessary, accompanying documentation) must be filed so as to be received on or before the applicable Bar Date, at the following address: New Century Claims Processing clo XRoads Case Management Services r.o Box 8901 Marina Del Rey, CA 90295 T: (888) 784-9571 Proofs of claim may be submitted in person or by courier service, hand delivery or mail addressed to XRoads at the foregoing address. Any proof of claim submitted by facsimile, electronic mail or telecopy will not be accepted and will not be deemed filed until the proof of claim is submitted bv one of the methods described in the foregoing sentence. Proofs of claim will be deemed filed only when actually received by XRoads. THIS NOTICE IS BEING SENT TO MANY PERSONS AND ENTITIES THAT HAVE HAD SOME RELATIONSHIP WITH OR HAVE DONE BUSINESS WITH THE DEBTORS BUT MAY NOT HAVE AN UNPAID CLAIM AGAINST THE DEBTORS. THE FACT THAT YOU HAVE RECEIVED THIS NOTICE DOES NOT MEAN THAT YOU HAVE A CLAIM OR THAT THE DEBTORS OR THE COURT BELIEVE THAT YOU HAVE A CLAIM. ADDITIONAL INFORMATION If you require additional information regarding the filing of a Claim Form, you may contact the Debtors in writing at the address listed above. The claims registers for the Debtors will be available at the office of Xkoads. BY ORDER OF THE COURT THE HONORABLE KEVIN .1. CAREY

Dated: , 2007 Wilmington, Delaware Mark D. Collins (No. 2981) Michael J. Merchant (No . .3854) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square P.O. Box 551 Wilmington, Delaware 19899 (.302) 651-7700 -andSuzzanne S. Uhland Ben H. Logan Victoria Newmark Emily R. Culler O'MELVENY & MYERS LLP 275 Battery Street San Francisco, California 94111 (415) 984-8700 ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION 6
RLf 1-3162954-1

EXHIBIT C FORM OF PROOF OF CLAIM

RLF 1·3162954·1

UNH EO ST A rES BANKIWr'J'CY COURT FOR TIlE DISI mer OF DnA WARE NEW CENTURY TRS HOLDINGS, INC., A DElAW,\RE CORPOnA TlON, ET Al.NEW CENTURY CLAIMS PROCESSING cto XROAIlS CASE MANAGEMENT SERVICES 1821 EAST DYER ROAD, SUrtE 225 SANTA AN", CA 92705 T: (888) 784-9571 In Rc: New Century Name Chapter II Case No 07-10416 (KJC) (Jointly Administered) Case Numbers

PROOF OF CLAIM

IRS

Holdings,

Inc, a Delaware corporation,

ct ul

of Debtor

Name

of Creditor

(The

person

or other

entity

to whom

the debtor

owes

money

or property)

Name

and Address

Where

Notices

Should

be Sent:

nus
Telephone 0 Check [J Check 0 Check No: box. if you are aware that anyone else has filed a proof of claim relatIng to your claim box. if you have never received any notices from the bankruptcy court in this case box if this address differs from the address on the envelope sent to you by the court Attach copy of statement

SPACE IS FOR COURT USE ONLY

giving

particulars

Account

ur other

number

by which creditor identifies debtor:

I
o Retiree D Wages, Last Unpaid from

CHECK HERE IF THIS CLAIM: n REPLACES 0 AMENDS

a previously

med claim. dated

I.. BASIS FOR CLAIM Goods sold 0 Services performed 0
1] [

C
"

Money loaned Personal injury/wrongful Taxes Other

death

benefits as defined in 11 U S.C. § 1114(a) salaries, and compensation (FiU out below) four digits of SS #: compensation for services performed to (date) (dale 3, IF COURT JUDGMENT, PrIority Claim. priority claim. all or part of which is entitled to DATE OBTAINED:

2

DATE DEBT WAS INCURRED:

4 CLASSIFICATION OF CLAIM. Check the appropriate box or boxes that best describe your claim and state the amount of the claim at the time case filed See reverse side for important explanations Secured Claim

!

Unsecured

0

Check this box if you have an unsecured priority Amount entiUed to priority $

0
setoff)

Check this box if your Claim is secured by collateral Brief Description C Real Estate of Collateral: 0 Motor Vehicle

(including

a right of

Specify the priority of the claim:

'J Other Value of Collateral:

0 0

Domestic support Obligations under 11 USC

§ 507(a)( 1HA) or (a)( 1)(8)

$

Wages, salaries, or commissions (up to $10,950)." earned within 180 days before nIing of tbe bankruptcy petition or cessation of the debtor's business. whichever is earlier - 11 USC. § 507(a)(4)

Amount of arrearage and other charges at time case was filed included in secured claim above. if any: $ Unsecured Nonpriorlty Claim $ o Check this box if: a) there is no collateral Of lien securing your claim, or b) your claim exceeds the value of the property securing It. or if c) none or only part of your claim is entitled to priority.

Contributions to an employee benefit plan - 11 USC. § 507(a)(5) C D Up to $2.425· of deposits toward purchase, lease, or rental of property or services for personal. family. or household use - 11 US C § 507(a)(7) 0 Taxes Of penalties of govemmental Other - Specify applicable paragraph units - 11 USC of 11 USC

0

.

§ 507(a)(8) § 507(a)(__J
wilh respect 10

Amounts are subjec;t /0 adjustment on 4/1110 and every 3 years thereafjer cases commenced on or after date of adjuslment

5.

s

Total Amount

of Claim at Time Case Filed:

$
(Unsecured Nonpriority)

+$ (Secured)

+ (Unsecured

'"

s

Priority) If all or part of your claim is secured or entitled to priority, also complete Item 5 or 7 below (Complete box 6 if applicable) Check this box if claim includes interest or other charges in addition to the principal amount of the claim Attach itemized statement of an interest or addillonal charges.

(Total)

0

THIS SPACE tS FOR COURT USE ONLY 6. CREDITS: The amount of all payments on this claim has been credited and deducted for the purpose of making this proof of claim 7. SUPPORTING DOCUMENTS; Attach legible copies of supporting documents, such as promissory notes, purchase orders. invoices, itemized statements of run ning accounts, contracts, court judgments. morlgages, security agreements. a nd evidence of perfection of lien. DO NOT SEND ORIGINAL DOCUMENTS. If the documents are not available, explain If the documents are voluminous, attach a summary 8. DATE-STAMPED COPY: To receive an acknowledgment of the filing of your claim. enclose a stamped, self-addressed envelope and copy of this proof of claim, DATE:

I

Sign and print the name and title, if any. of the creditor or other person authorized file this claim (attach copy of power of attorney. if any)

to

Penaltv for oresenlina

fraudulent claim;' Fine

of UP to

$500 000 or imprisonment

for UP to 5 ~ears!

or both,

18 U,S,C, §§ 152 and 3571,

RL 1'1 -3162954-1

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE INSTRUCTIONS FOR PROOF OF CLAIM FORM
The instructlons and definillom below are general explanations of the law. In particular IJ'lJeS ofcases or circumstances. such as bankruptcy caS(!.1that are not filed voluntat 1(1'

Debtor

Secllrd Claim A claim is a secured claim to the extent that the creditor has
(cnllutcrnl)
:I

Unsecured Claim

The person. corperation, or other emily Ihal has filed a bankruptcy case is en lied the debtor
Creditor

I f II claim is not a secured claim il is un unsecured claim

A

lien on property ofthe debtor

claim mny be partly secured and partly unsecured if the property on which a creditor has a lien is not worth enough to pay the creditor in full
Unsecured Priority Claim

that gives the creditor the right to be paid

from that property before creditors who do not have liens on the property Examples ofliens are a mortgage on real estate mid

A creditor is any person. corporation. or other entity to whom the debtor owed
a debt on the date that the bankruptcy case was filed

Certain types of unsecured claims arc given priority, so they are to be pa id in ba nkruptcy
cHSCS

Proo/a/C/aim A form te lling the bankruptcy court how much the debtor owed u creditor at the time the bankruptcy case was filed (the amount of the creditor's claim) This form must he filed with the clerk of the bankruptcy court where the
bank ruptcy case was filed

u security interest in a CUT. truck. boat, television sci,

before most other unsecured

or other item of property

A Hen may have been

claims (if there is sufficient money or property available to pay these Claims). The most common types of priority claim. are listed on the proof of claim form Unsecured claims that arc not specifically given priority status by the bankruptcy laws nrc classified as Unsecured NrmpriorilY Claims.

obtained through a court proceeding before the bankruptcy case began; in some states u court judgment is a lien III addition. to the extent a creditor also owes money to the debtor (has a right of sctolf), the creditors claim may be a secured claim, (See also Unsecured 0<1;"'.)

leted in Proof of Claim form (if not already filled in)
Name of Debtor, nnd Cnse Number: A complete list of Debtors with corresponding case numbers is listed below the specific Debtor against which your claim is asserted more than one Debtor. you MUST file
DEUTOR
II

4. CIlIs,mention You MUST fill in If you are asserting claims against CASE NO
OJ.l0416 07-10417 07-10419 07-10420 07-10421 07-10422 07-10423 07-10424 07-10425 07-10426

of Claim:

Sec ured Clal m: Check the appropriate place if the claim is a secured claim. You must state the type and value of property that is collateral for the claim. attach copies ofthe documentation of your lien .• nd state the amount past due on the claim as of the date the bankruptcy case wns filed A clnim may be partly secured and partly unsecured above) Unsecured Prlnrlty Claim: Check the uppropriate place ifyou have an unsecured priority claim. lind SUite the amount entitled to priority. (Sec DEFINITIONS above) A claim may be partly priority and partly nonpriority if. for example, the claim is for more than the amount given priority by the law Check the appropriate place to specify the type of priority cia im
Unsecured

separate Proof of'Ctuim for each Debtor

New Century TRS Holdings. Inc New Century Financial Corporation New Century Mortgage Corporation NC Capital Corporation Home 123 Corporation New Century Credit Corporution NC Asset Holding. 1 P NC Rcsidual NC Rcsidual lll Corporation Iv Corporation II Corp
UJ Corp

(See DEFINITIONS

Nonpriorily

Clulm:

Check the appropriate place if yo II have an unsecured nnnpriority cluim, sometimes referred to as a "general unsecured claim" (Sec DEFINl nONS above) If your claim is
lfpart

New Century I! E O. Corp New Century REO New Century REO NC Dehex. LtC NCor:l1.ll' Inferrnatinn uhout Creditor:

07-IU427
07-10428 07-10429 07.10430 07-10431

partly secured and partly unsecured. state here the amount that is unsecured. your claim is entitled to priority, smte here the amount nol entitled to priority
5, Tutul Amount cf Clalm at Time Case Filed:

of

New Century Mortgage Ventures, L l.C

Fill in the total amount oftho entire claim

If interest or other charges in addition to the

principal amount orthe claim arc included. check the approprinte place on the form and auach an itemization of the interest and charges 6 Credits!
By signing this proof of cia i m. you arc staling under oath that in calculating the amount of

Complete the section giving the name. address, and telephone number of the creditor to whom the debtor owes money or property. and the debtor's account number. if any If anyone else has already filed a proof of claim relating to this debt, ifyou never received notices from the bankruptcy coun about this case. if'your address differs from that to which the court sent notice, or if this proof of claim replaces or changes n proof of claim that was ulrcndy filed. check the appropriate box On the form 1. Basis for Claim: Check the type ofdebt for which the proof of claim is being filed Iflhe type of debt is nOI listed. check "Other" and briefly describe the type of debt If you were an employee of the debtor. fill in the last four digits ofyour social security number and the dales ofwork for which you were not paid
2. Ollie Debt Incurred:

your claim you have given the debtor credit for all payments received from the debtor 7 Supporting Documents:
10

You must attnch documents

this proof of'claim [ann copies (no originals) ofdocuments

that show

the debtor owes the debt claimed or. if the documents are too lengthy. a summary of those Do not send original documents,

gm ccrti ficates.

gift cards, etc Copies

should be on standard-size 8 y, x II puper If documents are not available, you must nttnch an explanation ofwhy they ure not available
8 Submitting Proof of Ctulm Form:
(1)

file original and one

copy with any uttachments

with the Court at the address below of receipt, an ndditional copy stamped envelope

Do not include this page

To receive acknowledgcmem

nil in the date when the debt first was owed by the debtor 3. Courl.Judgment: If you have a court judgment for this debt, state the date the court entered the judgment.

(original + 2 copies) must be provided along with a self-addressed New Century Claim. I Processing cia X Roads Case Manugement Services

RLfl·3162954-1

r0

Box 890]

Marina Dcl Hey. CA 90295

RLF 1-3162954-1

EXHIBIT D PROPOSED FORM OF PUBLICATION NOTICE

RlFl-3162954-1

IN THE UNITED STATES BANKRUPTCY FOR THE DISTRICT In re: NEW CENTURY TRS HOLDINGS, INC., a Delaware corporation, et aI., Debtors.

COURT

OF DELAWARE Chapter 11

Case No. 07-10416 (KJC) Jointly Administered

NOTICE OF DEADLINE FOR THE FILING OF PROOFS OF CLAIM (GENERAL BAR DATE IS AUGUST 31,2007, AT 5:00 P.M., P.T.) PLEASE TAKE NOTICE OF THE FOLLOWING: On June _, 2007, the United States Bankruptcy Court for the District of Delaware (the "Court") entered an order [Docket No. __j (the "Order") establishing certain deadlines for the filing of proofs of claim in the chapter 11 cases of the following debtors and debtors in possession (collectively, the "Debtors"): Debtor New Century IRS Holdings, Inc .. New Century Financial Corporation New Century Mortgage Corporation NC Capital Corporation Homel23 Corporation New Century Credit Corporation NC Asset Holding, LP .. NC Residual III Corporation NC Residual IV Corporation New Century RE .. ..Corp. O New Century RE.O. II Corp .. New Century R.E.n. III Corp .. New Century Mortgage Ventures, LLC NC Deltex, LLC NCoral, LP. 07-10416 07-10417 07-10419 07-10420 07-10421 07-10422 07-10423 07-10424 07-10425 07-10426 07-10427 07-10428 07-10429 07-10430 07-10431 Case Number

Pursuant to the Order, all persons and entities, including individuals, partnerships, estates and trusts who have a claim or potential claim against the Debtors that arose prior to April 2, 2007, no matter how remote or contingent such right to payment or equitable remedy may be, MUST FILE A PROOF OF CLAIM on Of before 5:00 p.m. (Prevailing Easter Time), on
LA3: 1134005 4 RLFl-3162954-1

1

August .31, 2007 (the "General Bar Date"), by sending an original proof of claim form to XRoads Case Management Services, LLC, New Century Claims Processing clo XRoads Case Management Services, P.O. Box 8901, Marina Del Rey, CA 90295, so that it is actually received on or before the General Bar Date. Proofs of claim sent by facsimile or telecopy will not be accepted. All governmental units who have a claim or potential claim against the Debtors that arose prior to April 2, 2007, no matter how remote or contingent such right to payment or equitable remedy may be, MUST FILE A PROOF OF CLAIM on or before 5:00 p.m. (Prevailing Eastern Time), on October 2, 2007 (the "Governmental Bar Date"), by sending an original proof of claim f01111 XRoads Case Management Services, LLC, New Century Claims to Processing clo XRoads Case Management Services, P.O. Box 8901, Marina Del Rey, CA 90295, so that it is actually received on or before the Governmental Bar Date. Proofs of claim sent by facsimile or telecopy will not be accepted. ANY PERSON OR ENTITY (EXCEPT A PERSON OR ENTITY WHO IS EXCUSED BY THE TERMS OF THE BAR DATES ORDER) WHO FAILS TO FILE A PROOF OF CLAIM ON OR BEFORE THE BAR DATE SHALL BE FOREVER BARRED AND ESTOPPED FROM VOTING UPON, OR RECEIVING DISTRIBUTIONS UNDER, ANY PLAN OR PLANS OF REORGANIZATION OR LIQUIDATION IN THESE CHAPTER 1I CASES A copy of the Order or a proof of claim form may be obtained by contacting the Debtors' Claims Agent, in writing, at XRoads Case Management Services, LLC, New Century Claims Processing c/o XRoads Case Management Services, P.O. Box 8901, Marina Del Rey, CA 90295 or by telephone at (888) 784-9571. The Order, as well as the Debtors' Schedules of Assets and Liabilities, can also be viewed on the United States Bankruptcy Court for the District of Delaware's website at www.deb .. scourts.gov. u Dated: , 2007 Wilmington, Delaware Mark D. Collins (No. 2981) Michael J, Merchant (No. 3854) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square P.O. Box 551 Wilmington, Delaware 19899 (302) 651-7700 -andSuzzanne S, Uhland Ben H. Logan Victoria Newmark Emily R Culler O'MELVENY & MYERS LLP 275 Battery Street San Francisco, Califomia 94111 (4 15) 984-8700 ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION BY ORDER OF THE COURT THE HONORABLE KEVIN .J. CAREY

RtF 1-3162954-1

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