Preview | Mortgage Loan Purchase Agreement |

NEW CENTURY MORTGAGE SECURITIES LLC

as Purchaser,

NEW CENTURY CREDIT CORPORATION

as Seller,

and

NC CAPITAL CORPORATION

as Responsible Party

MORTGAGE LOAN PURCHASE AGREEMENT

Series 2006-S1

Dated as of February 17, 2006

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.1

Definitions

ARTICLE II

SALE OF MORTGAGE LOANS AND RELATED PROVISIONS

Section 2.1

Sale of Mortgage Loans.

Section 2.2

Agreement to Purchase.

ARTICLE III

REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

Section 3.1

Representations and Warranties

ARTICLE IV

SELLERS COVENANTS

Section 4.1

Covenants of the Seller

ARTICLE V

INDEMNIFICATION BY THE RESPONSIBLE PARTY

Section 5.1

Indemnification

ARTICLE VI

TERMINATION

Section 6.1

Termination

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1

Amendment

Section 7.2

Governing Law

Section 7.3

Notices

Section 7.4

Severability of Provisions

Section 7.5

Relationship of Parties

Section 7.6

Counterparts

Section 7.7

Further Agreements

Section 7.8

Intention of the Parties

Section 7.9

Successors and Assigns; Assignment of Purchase Agreement

Section 7.10

Survival

Section 7.11

Third Party Beneficiary

EXHIBIT A

MORTGAGE LOAN SCHEDULE

EXHIBIT B

FORM OF LOST NOTE AFFIDAVIT

This MORTGAGE LOAN PURCHASE AGREEMENT (this Agreement), dated as of February 17, 2006, is made among New Century Credit Corporation (the Seller), New Century Mortgage Securities LLC (the Purchaser) and NC Capital Corporation (the Responsible Party).

W I T N E S S E T H:

WHEREAS, the Seller owns the Mortgage Loans indicated on the Mortgage Loan Schedule attached as Exhibit 1 hereto (the Mortgage Loans), including rights to (a) any property acquired by foreclosure or deed in lieu of foreclosure or otherwise, (b) the proceeds of any insurance policies covering the Mortgage Loans and (c) its rights with respect to each of the Cap Contracts; and

WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans to the Purchaser and transfer its rights under each of the Cap Contracts to the Purchaser, and that the Responsible Party make certain representations and warranties on the Closing Date and undertake certain obligations on the Closing Date with respect to such Mortgage Loans, in each case pursuant to the terms of this Agreement; and

WHEREAS, pursuant to the terms of an Amended and Restated Trust Agreement dated as of February 27 2006 (the Trust Agreement), among the Purchaser, as depositor, Wilmington Trust Company, as owner trustee (the Owner Trustee) and Deutsche Bank National Trust Company, as certificate registrar and certificate paying agent, the Purchaser will convey the Mortgage Loans to the Issuer; and

WHEREAS, pursuant to the terms of a Servicing Agreement dated as of February 27, 2006 (the Servicing Agreement), among New Century Mortgage Corporation as servicer (the Servicer), New Century Financial Corporation, as master servicer (the Master Servicer), a Trust Estate designated as New Century Home Equity Loan Trust 2006-S1, a Delaware statutory trust (the Issuer) and Deutsche Bank National Trust Company (Deutsche Bank), as Indenture Trustee (the Indenture Trustee), the Master Servicer will service the Mortgage Loans directly or through one or more Sub-Servicers; and

WHEREAS, pursuant to the terms of an Indenture dated as of February 27, 2006 (the Indenture), between the Issuer and the Indenture Trustee, the Issuer will pledge the Mortgage Loans to the Indenture Trustee and issue and transfer to the Purchaser the Asset-Backed Notes, Series 2006-S1, Class A-1, Class A-2a, Class A-2b, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Notes (collectively, the Notes), representing debt of the Issuer; and

WHEREAS, the parties intend these transactions to be treated for federal, state and local tax purposes as the retention by the Seller of ownership of the Mortgage Loans and issuance by the Seller of secured indebtedness evidenced by the Notes, and have mutually covenanted to treat the transactions consistent with that intent for all federal, state and local tax purposes;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. For all purposes of this Mortgage Loan Purchase Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Definitions attached to the Indenture as Appendix A, which is incorporated by reference herein. All other capitalized terms used herein shall have the meanings specified herein.

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