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 2006-1
Dated as of March 23, 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 SCHEDULEA-1
EXHIBIT B
FORM OF LOST NOTE AFFIDAVITB-1
This MORTGAGE LOAN PURCHASE AGREEMENT (this Agreement), dated as of March 23, 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 and (b) the proceeds of any insurance policies covering the Mortgage Loans; and
WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans 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 March 30, 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 Issuing Entity; and
WHEREAS, pursuant to the terms of a Servicing Agreement dated as of March 30, 2006 (the Servicing Agreement), among New Century Mortgage Corporation as servicer (the Servicer), a Trust Estate designated as New Century Home Equity Loan Trust 2006-1, a Delaware statutory trust (the Issuing Entity) and Deutsche Bank National Trust Company (Deutsche Bank), as Indenture Trustee (the Indenture Trustee), the 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 March 30, 2006 (the Indenture), between the Issuing Entity and the Indenture Trustee, the Issuing Entity will pledge the Mortgage Loans to the Indenture Trustee and issue and transfer to the Purchaser the Asset-Backed Notes, Series 2006-1, Class A-1, Class A-2a, Class A-2b, Class A-2c, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Notes (collectively, the Notes), representing debt of the Issuing Entity; 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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