Unassociated Document


    


     

    


     

    NEW
      CENTURY HOME EQUITY LOAN TRUST 2006-1

     

    Issuing
      Entity

     

    and

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY

     

    Indenture
      Trustee

     

    _____________________________

     

    INDENTURE

     

    Dated
      as
      of March 30, 2006

     

    _____________________________

     

    ASSET-BACKED
      NOTES, SERIES 2006-1

     

    ________________

     

    


     

    


     

    


    


     


    
      
        
          


          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    TABLE
      OF CONTENTS

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01. Definitions

    Section
      1.02. Incorporation
      by Reference of Trust Indenture Act

    Section
      1.03. Rules
      of
      Construction

     

    ARTICLE
      II

     

    ORIGINAL
      ISSUANCE OF THE NOTES

     

    Section
      2.01. Form

    Section
      2.02. Execution,
      Authentication and Delivery

    Section
      2.03. Acceptance
      of Mortgage Loans by Indenture Trustee.

    Section
      2.04. Acceptance
      of Swap Agreement by Indenture Trustee

     

    ARTICLE
      III

     

    COVENANTS

     

    Section
      3.01. Collection
      of Payments with respect to the Mortgage Loans

    Section
      3.02. Maintenance
      of Office or Agency

    Section
      3.03. Money
      for
      Payments To Be Held in Trust; Paying Agent

    Section
      3.04. Existence

    Section
      3.05. Payment
      of Principal and Interest.

    Section
      3.06. Protection
      of Trust Estate.

    Section
      3.07. Opinions
      as to Trust Estate.

    Section
      3.08. Performance
      of Obligations.

    Section
      3.09. Negative
      Covenants

    Section
      3.10. [Reserved.]

    Section
      3.11. [Reserved.]

    Section
      3.12. Representations
      and Warranties Concerning the Mortgage Loans

    Section
      3.13. Amendments
      to Servicing Agreement

    Section
      3.14. Servicer
      as Agent and Bailee of the Indenture Trustee

    Section
      3.15. Investment
      Company Act

    Section
      3.16. Issuing
      Entity May Consolidate, etc.

    Section
      3.17. Successor
      or Transferee.

    Section
      3.18. No
      Other
      Business

    Section
      3.19. No
      Borrowing

    Section
      3.20. Guarantees,
      Loans, Advances and Other Liabilities

    Section
      3.21. Capital
      Expenditures

    Section
      3.22. Determination
      of Note Rate

    Section
      3.23. Restricted
      Payments

    Section
      3.24. Notice
      of
      Events of Default

    Section
      3.25. Further
      Instruments and Acts

    Section
      3.26. Statements
      to Noteholders

    Section
      3.27. [Reserved].

    Section
      3.28. Certain
      Representations Regarding the Trust Estate.

    Section
      3.29. Allocation
      of Realized Losses.

     

    ARTICLE
      IV

     

    THE
      NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     

    Section
      4.01. The
      Notes

    Section
      4.02. Registration
      of and Limitations on Transfer and Exchange of Notes; Appointment of Note
      Registrar and Certificate. 

    Section
      4.03. Mutilated,
      Destroyed, Lost or Stolen Notes

    Section
      4.04. Persons
      Deemed Owners

    Section
      4.05. Cancellation

    Section
      4.06. Book-Entry
      Notes

    Section
      4.07. Notices
      to Depository

    Section
      4.08. Definitive
      Notes

    Section
      4.09. Tax
      Treatment

    Section
      4.10. Satisfaction
      and Discharge of Indenture

    Section
      4.11. Application
      of Trust Money

    Section
      4.12. Derivative
      Contracts for Benefit of the Certificates

    Section
      4.13. Repayment
      of Monies Held by Paying Agent

    Section
      4.14. Temporary
      Notes

    Section
      4.15. Representation
      Regarding ERISA

     

    ARTICLE
      V

     

    DEFAULT
      AND REMEDIES

     

    Section
      5.01. Events
      of
      Default

    Section
      5.02. Acceleration
      of Maturity; Rescission and Annulment

    Section
      5.03. Collection
      of Indebtedness and Suits for Enforcement by Indenture Trustee.

    Section
      5.04. Remedies;
      Priorities.

    Section
      5.05. Optional
      Preservation of the Trust Estate

    Section
      5.06. Limitation
      of Suits

    Section
      5.07. Unconditional
      Rights of Noteholders To Receive Principal and Interest.

    Section
      5.08. Restoration
      of Rights and Remedies

    Section
      5.09. Rights
      and Remedies Cumulative

    Section
      5.10. Delay
      or
      Omission Not a Waiver

    Section
      5.11. Control
      By Noteholders

    Section
      5.12. Waiver
      of
      Past Defaults

    Section
      5.13. Undertaking
      for Costs

    Section
      5.14. Waiver
      of
      Stay or Extension Laws

    Section
      5.15. Sale
      of
      Trust Estate.

    Section
      5.16. Action
      on
      Notes

    Section
      5.17. Performance
      and Enforcement of Certain Obligations.

     

    ARTICLE
      VI

     

    THE
      INDENTURE TRUSTEE

     

    Section
      6.01. Duties
      of
      Indenture Trustee.

    Section
      6.02. Rights
      of
      Indenture Trustee.

    Section
      6.03. Individual
      Rights of Indenture Trustee

    Section
      6.04. Indenture
      Trustee’s Disclaimer

    Section
      6.05. Notice
      of
      Event of Default

    Section
      6.06. Reports
      by Indenture Trustee to Holders and Tax Administration.

    Section
      6.07. Compensation
      and Indemnity

    Section
      6.08. Replacement
      of Indenture Trustee

    Section
      6.09. Successor
      Indenture Trustee by Merger

    Section
      6.10. Appointment
      of Co-Indenture Trustee or Separate Indenture Trustee.

    Section
      6.11. Eligibility;
      Disqualification

    Section
      6.12. Preferential
      Collection of Claims Against Issuing Entity

    Section
      6.13. Representations
      and Warranties

    Section
      6.14. Directions
      to Indenture Trustee

    Section
      6.15. The
      Agents

     

    ARTICLE
      VII

     

    NOTEHOLDERS’
      LISTS AND REPORTS

     

    Section
      7.01. Issuing
      Entity To Furnish Indenture Trustee Names and Addresses of
      Noteholders.

    Section
      7.02. Preservation
      of Information; Communications to Noteholders.

    Section
      7.03. Reports
      of Issuing Entity.

    Section
      7.04. Reports
      by Indenture Trustee

    Section
      7.05. Statements
      to Noteholders.

     

    ARTICLE
      VIII

     

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

    Section
      8.01. Collection
      of Money

    Section
      8.02. Trust
      Accounts.

    Section
      8.03. Officer’s
      Certificate

    Section
      8.04. Termination
      Upon Distribution to Noteholders

    Section
      8.05. Release
      of Trust Estate.

    Section
      8.06. Surrender
      of Notes Upon Final Payment

    Section
      8.07. Optional
      Redemption of the Notes.

     

    ARTICLE
      IX

     

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.01. Supplemental
      Indentures Without Consent of Noteholders.

    Section
      9.02. Supplemental
      Indentures With Consent of Noteholders

    Section
      9.03. Execution
      of Supplemental Indentures

    Section
      9.04. Effect
      of
      Supplemental Indenture

    Section
      9.05. Conformity
      with Trust Indenture Act

    Section
      9.06. Reference
      in Notes to Supplemental Indentures

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

    Section
      10.01. Compliance
      Certificates and Opinions, etc.

    Section
      10.02. Form
      of
      Documents Delivered to Indenture Trustee

    Section
      10.03. Acts
      of
      Noteholders.

    Section
      10.04. Notices
      etc., to Indenture Trustee Issuing Entity and Rating Agencies.

    Section
      10.05. Notices
      to Noteholders; Waiver

    Section
      10.06. Conflict
      with Trust Indenture Act

    Section
      10.07. Effect
      of
      Headings

    Section
      10.08. Successors
      and Assigns

    Section
      10.09. Separability

    Section
      10.10. [Reserved.]

    Section
      10.11. Legal
      Holidays

    Section
      10.12. GOVERNING
      LAW

    Section
      10.13. Counterparts

    Section
      10.14. Recording
      of Indenture

    Section
      10.15. Issuing
      Entity Obligation

    Section
      10.16. No
      Petition

    Section
      10.17. Inspection

    Section
      10.18. No
      Recourse to Owner Trustee

    Section
      10.19. Proofs
      of
      Claim

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    EXHIBITS

    


    
      	
              Exhibit
                A-1

            	
              Form
                of Class A-1 Note

            
	
              Exhibit
                A-2

            	
              Form
                of Class A-2a Note

            
	
              Exhibit
                A-3

            	
              Form
                of Class A-2b Note

            
	
              Exhibit
                A-4

            	
              Form
                of Class A-2c Note

            
	
              Exhibit
                A-5

            	
              Form
                of Class M-1 Note

            
	
              Exhibit
                A-6

            	
              Form
                of Class M-2 Note

            
	
              Exhibit
                A-7

            	
              Form
                of Class M-3 Note

            
	
              Exhibit
                A-8

            	
              Form
                of Class M-4 Note

            
	
              Exhibit
                A-9

            	
              Form
                of Class M-5 Note

            
	
              Exhibit
                A-10

            	
              Form
                of Class M-6 Note

            
	
              Exhibit
                A-11

            	
              Form
                of Class M-7 Note

            
	
              Exhibit
                A-12

            	
              Form
                of Class M-8 Note

            
	
              Exhibit
                A-13

            	
              Form
                of Class M-9 Note

            
	
              Exhibit
                B

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                C-1

            	
              Form
                of Indenture Trustee’s Initial Certification

            
	
              Exhibit
                C-2

            	
              Form
                of Indenture Trustee’s Final Certification

            
	
              Exhibit
                D

            	
              Interest
                Rate Swap Agreement

            
	
              Appendix
                A

            	
              Definitions

            


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

 

    This
      Indenture, dated as of March 30, 2006, is entered into between New Century
      Home
      Equity Loan Trust 2006-1, a Delaware statutory trust, as Issuing Entity (the
      “Issuing Entity”), and Deutsche Bank National Trust Company, a national banking
      association, as Indenture Trustee (the “Indenture Trustee”).

     

    WITNESSETH
      THAT:

     

    Each
      party hereto agrees as follows for the benefit of the other party and for the
      equal and ratable benefit of the Holders of the Issuing Entity’s Asset-Backed
      Notes, Series 2006-1 (the “Notes”).

     

    GRANTING
      CLAUSE

     

    The
      Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date,
      as
      trustee for the benefit of the Holders of the Notes, all of the Issuing Entity’s
      right, title and interest in and to whether now existing or hereafter created
      by
      (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds
      thereof and all rights under the Related Documents; (b) all funds on deposit
      from time to time in the Collection Account allocable to the Mortgage Loans
      excluding any investment income from such funds; (c) all funds on deposit from
      time to time in the Payment Account and in all proceeds thereof; (d) all rights
      under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuing
      Entity, (ii) the Servicing Agreement, (iii) any title, hazard and primary
      insurance policies with respect to the Mortgaged Properties and (iv) the rights
      with respect to the Interest Rate Swap Agreement; (e) all present and future
      claims, demands, causes and choses in action in respect of any or all of the
      foregoing and all payments on or under, and all proceeds of every kind and
      nature whatsoever in respect of, any or all of the foregoing and all payments
      on
      or under, and all proceeds of every kind and nature whatsoever in the conversion
      thereof, voluntary or involuntary, into cash or other liquid property, all
      cash
      proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks,
      deposit accounts, rights to payment of any and every kind, and other forms
      of
      obligations and receivables, instruments and other property which at any time
      constitute all or part of or are included in the proceeds of any of the
      foregoing and (f) all other property of the Issuing Entity (collectively, the
      “Trust Estate” or the “Collateral”).

     

    The
      foregoing Grant is made in trust to secure the payment of principal of and
      interest on, and any other amounts owing in respect of, the Notes, equally
      and
      ratably without prejudice, priority or distinction, and to secure compliance
      with the provisions of this Indenture, all as provided in this
      Indenture.

     

    The
      Indenture Trustee, as trustee on behalf of the Holders of the Notes,
      acknowledges such Grant, accepts the trust under this Indenture in accordance
      with the provisions hereof and agrees to perform its duties as Indenture Trustee
      as required herein.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01.  Definitions.
      For all
      purposes of this Indenture, 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 hereto as Appendix A which is incorporated by reference herein. All
      other capitalized terms used herein shall have the meanings specified
      herein.

     

    Section
      1.02.  Incorporation
      by Reference of Trust Indenture Act.
      Whenever this Indenture refers to a provision of the Trust Indenture Act (the
      “TIA”), the provision is incorporated by reference in and made a part of this
      Indenture. The following TIA terms used in this Indenture have the following
      meanings:

     

    “Commission”
      means the Securities and Exchange Commission.

     

    “indenture
      securities” means the Notes.

     

    “indenture
      security holder” means a Noteholder.

     

    “indenture
      to be qualified” means this Indenture.

     

    “indenture
      trustee” or “institutional trustee” means the Indenture Trustee.

     

    “obligor”
      on the indenture securities means the Issuing Entity and any other obligor
      on
      the indenture securities.

     

    All
      other
      TIA terms used in this Indenture that are defined by the TIA, defined by TIA
      reference to another statute or defined by Commission rules and have the
      meanings assigned to them by such definitions.

     

    Section
      1.03.  Rules
      of Construction.
      Unless
      the context otherwise requires:

     

    (i) a
      term
      has the meaning assigned to it;

     

    (ii) an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with generally accepted accounting principles as in effect from
      time
      to time;

     

    (iii) “or”
is
      not exclusive;

     

    (iv) “including”
      means including without limitation;

     

    (v) words
      in
      the singular include the plural and words in the plural include the singular;
      and

     

    (vi) any
      agreement, instrument or statute defined or referred to herein or in any
      instrument or certificate delivered in connection herewith means such agreement,
      instrument or statute as from time to time amended, modified or supplemented
      and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein; references to a Person
      are also to its permitted successors and assigns.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      II

     

    ORIGINAL
      ISSUANCE OF THE NOTES

     

    Section
      2.01.  Form.
      The
      Class A Notes and the Mezzanine Notes, together with the Indenture Trustee’s
      certificate of authentication, shall be in substantially the form set forth
      in
      Exhibits A-1 through A-13 to this Indenture, respectively, with such appropriate
      insertions, omissions, substitutions and other variations as are required or
      permitted by this Indenture.

     

    The
      Notes
      shall be typewritten, printed, lithographed or engraved or produced by any
      combination of these methods (with or without steel engraved
      borders).

     

    The
      terms
      of the Notes set forth in Exhibits A-1 through A-13 to this Indenture are part
      of the terms of this Indenture.

     

    Section
      2.02.  Execution,
      Authentication and Delivery.  The
      Notes shall be executed on behalf of the Issuing Entity by any of its Authorized
      Officers. The signature of any such Authorized Officer on the Notes may be
      manual or facsimile.

     

    Notes
      bearing the manual or facsimile signature of individuals who were at any time
      Authorized Officers of the Issuing Entity shall bind the Issuing Entity,
      notwithstanding that such individuals or any of them have ceased to hold such
      offices prior to the authentication and delivery of such Notes or did not hold
      such offices at the date of such Notes.

     

    The
      Indenture Trustee shall upon Issuing Entity Request authenticate and deliver
      the
      Class A Notes and the Mezzanine Notes for original issue in an aggregate initial
      principal amount of $1,328,077,000. The
      Classes of Notes shall have the following Initial Note Balances:

     

    
      	
              Class

            	
              Initial
                Note Balance

            
	
              A-1

            	
              $456,811,000

            
	
              A-2a

            	
              $275,608,000

            
	
              A-2b

            	
              $308,053,000

            
	
              A-2c

            	
              $45,080,000

            
	
              M-1

            	
              $53,970,000

            
	
              M-2

            	
              $48,505,000

            
	
              M-3

            	
              $25,960,000

            
	
              M-4

            	
              $23,228,000

            
	
              M-5

            	
              $22,545,000

            
	
              M-6

            	
              $21,178,000

            
	
              M-7

            	
              $18,446,000

            
	
              M-8

            	
              $13,663,000

            
	
              M-9

            	
              $15,030,000

            


    

     

     

    Each
      of
      the Notes shall be dated the date of its authentication. The Notes shall be
      issuable as registered Notes and the Notes shall be issuable in the minimum
      initial Note Balances of $25,000 and in integral multiples of $1 in excess
      thereof.

     

    No
      Note
      shall be entitled to any benefit under this Indenture or be valid or obligatory
      for any purpose, unless there appears on such Note a certificate of
      authentication substantially in the form provided for herein executed by the
      Indenture Trustee by the manual signature of one of its authorized signatories,
      and such certificate upon any Note shall be conclusive evidence, and the only
      evidence, that such Note has been duly authenticated and delivered
      hereunder.

     

    Section
      2.03.  Acceptance
      of Mortgage Loans by Indenture Trustee.

     

    (a)  The
      Indenture Trustee acknowledges receipt of, subject to the exceptions it notes
      pursuant to the procedures described below, the documents (or certified copies
      thereof) referred to in Section 2.1(b) of the Mortgage Loan Purchase Agreement,
      and declares that it holds and will continue to hold those documents and any
      amendments, replacements or supplements thereto and all other assets of the
      Trust Estate as Indenture Trustee in trust for the use and benefit of all
      present and future Holders of the Notes.

     

    The
      parties hereto understand and agree that it is not intended that any Mortgage
      Loan be included in the Trust that is a “High-Cost Home Loan” as defined by the
      Homeownership and Equity Protection Act of 1994 or any other applicable federal,
      state and local predatory or abusive lending laws.

     

    The
      Indenture Trustee agrees, for the benefit of the Noteholders, to review each
      Mortgage File on or before the Closing Date and to certify in substantially
      the
      form attached hereto as Exhibit C-1 that, as to each Mortgage Loan listed in
      the
      Mortgage Loan Schedule (other than any Mortgage Loan specifically identified
      in
      the exception report annexed thereto as not being covered by such
      certification), (i) all documents constituting part of such Mortgage File (other
      than such documents described in Section 2.1(b)(v) of the Mortgage Loan Purchase
      Agreement) required to be delivered to it pursuant to the Mortgage Loan Purchase
      Agreement are in its possession, (ii) such documents have been reviewed by
      it
      and appear regular on their face and relate to such Mortgage Loan and (iii)
      based on its examination and only as to the foregoing, the information set
      forth
      in the Mortgage Loan Schedule that corresponds to items (i), (ii), (x), (xi),
      (xiv) and (xvi) (solely as to Gross Margin) of the definition of “Mortgage Loan
      Schedule” accurately reflects information set forth in the Mortgage File. It is
      herein acknowledged that, in conducting such review, the Indenture Trustee
      was
      under no duty or obligation (i) to inspect, review or examine any such
      documents, instruments, certificates or other papers to determine whether they
      are genuine, enforceable, or appropriate for the represented purpose or whether
      they have actually been recorded or that they are other than what they purport
      to be on their face or (ii) to determine whether any Mortgage File should
      include any of the documents specified in clause (v) of Section 2.1(b) of the
      Mortgage Loan Purchase Agreement.

     

    Prior
      to
      the first anniversary date of this Indenture the Indenture Trustee shall deliver
      to the Depositor and the Servicer a final certification in the form annexed
      hereto as Exhibit C-2 evidencing the completeness of the Mortgage Files, with
      any applicable exceptions noted thereon, and the Servicer shall forward a copy
      thereof to any Sub-Servicer.

     

    If
      in the
      process of reviewing the Mortgage Files and making or preparing, as the case
      may
      be, the certifications referred to above, the Indenture Trustee finds any
      document or documents constituting a part of a Mortgage File to be missing
      or
      defective in any material respect, at the conclusion of its review the Indenture
      Trustee shall so notify the Depositor and the Servicer. In addition, upon the
      discovery by the Indenture Trustee of a breach of any of the representations
      and
      warranties made by NC Capital in the Mortgage Loan Purchase Agreement in respect
      of any Mortgage Loan which materially adversely affects such Mortgage Loan
      or
      the interests of the related Noteholders in such Mortgage Loan, the Indenture
      Trustee or any other party discovering such breach shall give prompt written
      notice to the Depositor, the Servicer and NC Capital.

     

    (b)  Upon
      deposit of the Purchase Price in the Payment Account, the Indenture Trustee
      shall release and deliver to NC Capital (at the expense of the Servicer) the
      related Mortgage File and shall execute and deliver all instruments of transfer
      or assignment, without recourse, furnished to it by NC Capital as are necessary
      to vest in NC Capital title to and rights under the related Mortgage Loan.
      Such
      purchase shall be deemed to have occurred on the date on which certification
      of
      the deposit of the Purchase Price in the Payment Account was received by the
      Indenture Trustee.

     

    Section
      2.04.  Acceptance
      of Interest Rate Swap Agreement by Indenture Trustee.
      The
      Indenture Trustee acknowledges receipt of the Interest Rate Swap Agreement
      and
      declares that it holds and will continue to hold these documents and any
      amendments, replacements or supplements thereto and all other assets of the
      Trust Estate as Indenture Trustee in trust for the use and benefit of all
      present and future Holders of the Notes. 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      III

     

    COVENANTS

     

    Section
      3.01.  Collection
      of Payments with respect to the Mortgage Loans.
      The
      Indenture Trustee shall establish and maintain an Eligible Account (the “Payment
      Account”) in which the Indenture Trustee shall deposit, on the same day as it is
      received from the Servicer, each remittance received by the Indenture Trustee
      with respect to the Mortgage Loans. The Indenture Trustee shall make all
      payments of principal of and interest on the Notes, subject to Section 3.03
      as
      provided in Section 3.05 herein from monies on deposit in the Payment
      Account.

     

    Section
      3.02.  Maintenance
      of Office or Agency.
      The
      Issuing Entity will maintain an office or agency where, subject to satisfaction
      of conditions set forth herein, Notes may be surrendered for registration of
      transfer or exchange, and where notices and demands to or upon the Issuing
      Entity in respect of the Notes and this Indenture may be served. The Issuing
      Entity hereby initially appoints the Indenture Trustee to serve as its agent
      for
      the foregoing purposes. If at any time the Issuing Entity shall fail to maintain
      any such office or agency or shall fail to furnish the Indenture Trustee with
      the address thereof, such surrenders may be made at the office of the Indenture
      Trustee’s agent located at DB Services Tennessee, 648 Grassmere Park Road,
      Nashville, Tennessee 37211-3658, Attention: Transfer Unit, and notices and
      demands may be made or served at the Corporate Trust Office.

     

    Section
      3.03.  Money
      for Payments To Be Held in Trust; Paying Agent.
      As
      provided in Section 3.01, all payments of amounts due and payable with respect
      to any Notes that are to be made from amounts withdrawn from the Payment Account
      pursuant to Section 3.01 shall be made on behalf of the Issuing Entity by the
      Indenture Trustee or by the Paying Agent, and no amounts so withdrawn from
      the
      Payment Account for payments of Notes shall be paid over to the Issuing Entity
      except as provided in this Section 3.03. The Issuing Entity hereby appoints
      the
      Indenture Trustee as its Paying Agent.

     

    The
      Issuing Entity will cause each Paying Agent other than the Indenture Trustee
      to
      execute and deliver to the Indenture Trustee an instrument in which such Paying
      Agent shall agree with the Indenture Trustee (and if the Indenture Trustee
      acts
      as Paying Agent it hereby so agrees), subject to the provisions of this Section
      3.03, that such Paying Agent will:

     

    (i)  hold
      all
      sums held by it for the payment of amounts due with respect to the Notes in
      trust for the benefit of the Persons entitled thereto until such sums shall
      be
      paid to such Persons or otherwise disposed of as herein provided and pay such
      sums to such Persons as herein provided;

     

    (ii)  give
      the
      Indenture Trustee notice of any default by the Issuing Entity of which it has
      actual knowledge in the making of any payment required to be made with respect
      to the Notes;

     

    (iii)  at
      any
      time during the continuance of any such default, upon the written request of
      the
      Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held
      in
      trust by such Paying Agent;

     

    (iv)  immediately
      resign as Paying Agent and forthwith pay to the Indenture Trustee all sums
      held
      by it in trust for the payment of Notes if at any time it ceases to meet the
      standards required to be met by a Paying Agent at the time of its
      appointment;

     

    (v)  comply
      with all requirements of the Code with respect to the withholding from any
      payments made by it on any Notes of any applicable withholding taxes imposed
      thereon and with respect to any applicable reporting requirements in connection
      therewith; and

     

    (vi)  not
      commence a bankruptcy proceeding against the Issuing Entity in connection with
      this Indenture.

     

    The
      Issuing Entity may at any time, for the purpose of obtaining the satisfaction
      and discharge of this Indenture or for any other purpose, by Issuing Entity
      Request direct any Paying Agent to pay to the Indenture Trustee all sums held
      in
      trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
      the same trusts as those upon which the sums were held by such Paying Agent;
      and
      upon such payment by any Paying Agent to the Indenture Trustee, such Paying
      Agent shall be released from all further liability with respect to such
      money.

     

    Subject
      to applicable laws with respect to escheat of funds, any money held by the
      Indenture Trustee or any Paying Agent in trust for the payment of any amount
      due
      with respect to any Note and remaining unclaimed for one year after such amount
      has become due and payable shall be discharged from such trust and be paid
      to
      the Issuing Entity on Issuing Entity Request; and the Holder of such Note shall
      thereafter, as an unsecured general creditor, look only to the Issuing Entity
      for payment thereof (but only to the extent of the amounts so paid to the
      Issuing Entity), and all liability of the Indenture Trustee or such Paying
      Agent
      with respect to such trust money shall thereupon cease; provided,
      however,
      that the
      Indenture Trustee or such Paying Agent, before being required to make any such
      repayment, shall at the expense and direction of the Issuing Entity cause to
      be
      published once, in an Authorized Newspaper published in the English language,
      notice that such money remains unclaimed and that, after a date specified
      therein which shall not be less than 30 days from the date of such publication,
      any unclaimed balance of such money then remaining will be repaid to the Issuing
      Entity. The Indenture Trustee may also adopt and employ, at the expense and
      direction of the Issuing Entity, any other reasonable means of notification
      of
      such repayment (including, but not limited to, mailing notice of such repayment
      to Holders whose Notes have been called but have not been surrendered for
      redemption or whose right to or interest in monies due and payable but not
      claimed is determinable from the records of the Indenture Trustee or of any
      Paying Agent, at the last address of record for each such Holder).

     

    Section
      3.04.  Existence.
      The
      Issuing Entity will keep in full effect its existence, rights and franchises
      as
      a statutory trust under the laws of the State of Delaware (unless it becomes,
      or
      any successor Issuing Entity hereunder is or becomes, organized under the laws
      of any other state or of the United States of America, in which case the Issuing
      Entity will keep in full effect its existence, rights and franchises under
      the
      laws of such other jurisdiction) and will obtain and preserve its qualification
      to do business in each jurisdiction in which such qualification is or shall
      be
      necessary to protect the validity and enforceability of this Indenture, the
      Notes, the Mortgage Loans and each other instrument or agreement included in
      the
      Trust Estate.

     

    Section
      3.05.  Payment
      of Principal and Interest.

     

    (a)  On
      each
      Payment Date from amounts on deposit in the Payment Account in accordance with
      Section 8.02 hereof, the Indenture Trustee shall pay to the Persons specified
      below, to the extent provided therein, the Available Payment Amount for such
      Payment Date.

     

    (b)  (I)
      On
      each Payment Date, the Indenture Trustee shall withdraw from the Payment Account
      an amount equal to the Group I Interest Remittance Amount and pay to the
      Noteholders the following amounts, in the following order of
      priority:

     

    (i)  To
      the
      Holders of the Group I Notes, the Senior Interest Payment Amount allocable
      to
      such Notes; and

     

    (ii)  concurrently,
      to the Holders of each Group II Notes, on a pro
      rata basis
      based on the entitlement of each such Class, the Senior Interest Payment Amount
      for such Notes, to the extent remaining unpaid after the payment of the Group
      II
      Interest Remittance Amount as set forth in Section 3.05(b)(II)(i).

     

    (II) On
      each
      Payment Date, the Indenture Trustee shall withdraw from the Payment Account
      an
      amount equal to the Group II Interest Remittance Amount and pay to the
      Noteholders the following amounts, in the following order of
      priority

     

    (i)  concurrently,
      to the Holders of each Class of Group II Notes, on a pro
      rata basis
      based on the entitlement of each such Class, an amount equal to the Senior
      Interest Payment Amount allocable to such Class of Notes; and

     

    (ii)  to
      the
      Holders of the Group I Notes, the Senior Interest Payment Amount for such Notes,
      to the extent remaining unpaid after the payment of the Group I Interest
      Remittance Amount as set forth in Section 3.05 (b)(I)(i).

     

    (III) On
      each
      Payment Date, following the payments made pursuant to Sections 3.05(b)(I) and
      (II), the Indenture Trustee shall withdraw from the Payment Account an amount
      equal to any remaining Group I Interest Remittance Amount and Group II Interest
      Remittance Amount and pay sequentially, to the Holders of the Class M-1 Notes,
      the Class M-2 Notes, the Class M-3 Notes, the Class M-4 Notes, the Class M-5
      Notes, the Class M-6 Notes, the Class M-7 Notes, the Class M-8 Notes and the
      Class M-9 Notes in that order, in an amount equal to the Interest Payment Amount
      allocable to each such Class of Notes.

     

    (c)  (I)
      On
      each Payment Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event
      is in effect, the Group I Principal Payment Amount shall be paid in the
      following order of priority:

     

    (i)  to
      the
      Holders of the Group I Notes, until the Note Balances thereof have been reduced
      to zero; and

     

    (ii)  after
      taking into account the amount paid to the Holders of the Group II Notes
      pursuant to Section 3.05(c)(II)(i) on such Payment Date, to the Holders of
      the
      Group II Notes (allocated among the Group II Notes in the priority described
      below), until the Note Balances thereof have been reduced to zero.

     

    (II) On
      each
      Payment Date (a) prior to the Stepdown Date or (b) on which a Trigger Event
      is
      in effect, the Group II Principal Payment Amount shall be paid in the following
      order of priority:

     

    (i)  to
      the
      Holders of the Class of Group II Notes (allocated among the Group II Notes
      in
      the priority described below), until the Note Balances thereof have been reduced
      to zero; and

     

    (ii)  after
      taking into account the amount paid to the Holders of the Group I Notes pursuant
      to Section 3.05(c)(I)(i) on such Payment Date, to the Holders of the Group
      I
      Notes, until the Note Balances thereof have been reduced to zero.

     

    (III) On
      each
      Payment Date (a) prior to the Stepdown Date or (b) on which a Trigger Event
      is
      in effect, the sum of the Group I Principal Payment Amount and the Group II
      Principal Payment Amount remaining after payments pursuant to Section 3.05(c)(I)
      and Section (c)(II) for such Payment Date shall be paid in the following order
      of priority: sequentially, to the Holders of the Class M-1 Notes, the Class
      M-2
      Notes, the Class M-3 Notes, the Class M-4 Notes, the Class M-5 Notes, the Class
      M-6 Notes, the Class M-7 Notes, the Class M-8 Notes and the Class M-9 Notes
      in
      that order, until the respective Note Balance of each such Class has been
      reduced to zero.

     

    (IV) On
      each
      Payment Date (a) on or after the Stepdown Date and (b) on which a Trigger Event
      is not in effect, the Group I Principal Payment Amount shall be paid in the
      following order of priority:

     

    (i)  to
      the
      Holders of the Group I Notes, the Group I Senior Principal Payment Amount,
      until
      the Note Balances thereof have been reduced to zero; and

     

    (ii)  to
      the
      Holders of the Group II Notes (allocated among the Group II Notes in the
      priority described below), an amount equal to the excess, if any, of (x) the
      amount required to be paid pursuant to Section 3.05(c)(V)(i) for such Payment
      Date over (y) the amount actually paid pursuant to Section 3.05(c)(V)(i) from
      the Group II Principal Payment Amount on such Payment Date.

     

    (V) On
      each
      Payment Date (a) on or after the Stepdown Date and (b) on which a Trigger Event
      is not in effect, the Group II Principal Payment Amount shall be paid in the
      following order of priority:

     

    (i)  to
      the
      Holders of the Group II Notes (allocated among the Group II Notes in the
      priority described below), the Group II Senior Principal Payment Amount, until
      the Note Balances thereof have been reduced to zero; and

     

    (ii)  to
      the
      Holders of the Group I Notes, an amount equal to the excess, if any, of (x)
      the
      amount required to be paid pursuant to Section 3.05(c)(IV)(i) for such Payment
      Date over (y) the amount actually paid pursuant to Section 3.05(c)(IV)(i) from
      the Group I Principal Payment Amount on such Payment Date.

     

    (iii)  (VI)On
      each
      Payment Date (a) on or after the Stepdown Date and (b) on which a Trigger Event
      is not in effect, the sum of the Group I Principal Payment Amount and the Group
      II Principal Payment Amount remaining after payments pursuant to Section
      3.05(c)(IV) and Section 3.05(c)(V) shall be paid to the holders of the Class
      M-1
      Notes, Class M-2 Notes, Class M-3 Notes, Class M-4 Notes, Class M-5 Notes,
      Class
      M-6 Notes, Class M-7 Notes, Class M-8 Notes and Class M-9 Notes, the related
      Class m principal Payment Amount, in that order, until the Note Balance thereof
      has been reduced to zero.

     

    With
      respect to the Group II Notes, all principal payments will be paid sequentially,
      to the Class A-2a Notes, the Class A-2b Notes and the Class A-2c Notes in that
      order, until their respective Note Balances have been reduced to zero; provided,
      however, on any Payment Date on which the aggregate Note Balance of the
      Mezzanine Notes and the Overcollateralization Amount have been reduced to zero,
      principal payments will be paid, concurrently, to the Class A-2a Notes, the
      Class A-2b Notes and the Class A-2c Notes, on a pro
      rata
      basis
      based on the Note Balance of each such Class, until their respective Note
      Balances have been reduced to zero.

     

    (d)  On
      each
      Payment Date, the Net Monthly Excess Cashflow shall be paid by the Indenture
      Trustee as follows: 

     

    (i)  to
      the
      Holders of the Class or Classes of Notes then entitled to receive payments
      in
      respect of principal, as part of the Group I Principal Payment Amount and the
      Group II Principal Payment Amount in an amount equal to the
      Overcollateralization Increase Amount for the Notes, applied to reduce the
      Note
      Balance of such Notes until the aggregate Note Balance of such Notes is reduced
      to zero;

     

    (ii)  sequentially,
      to the Holders of the Class M-1 Notes, the Class M-2 Notes, the Class M-3 Notes,
      the Class M-4 Notes, the Class M-5 Notes, the Class M-6 Notes, the Class M-7
      Notes, the Class M-8 Notes and the Class M-9 Notes, in that order, first, in
      an
      amount equal to the Interest Carry Forward Amount allocable to each such Class
      of Notes and second, in an amount equal to the Allocated Realized Loss Amount
      allocable to each such Class of Notes;

     

    (iii)  to
      the
      Holders of the Class A Notes and the Mezzanine Notes (in the priority described
      below), any Basis Risk Shortfalls for such Payment Date;

     

    (iv)  sequentially,
      to the Holders of the Class M-1 Notes, the Class M-2 Notes, the Class M-3 Notes,
      the Class M-4 Notes, the Class M-5 Notes, the Class M-6 Notes, the Class M-7
      Notes, the Class M-8 Notes and the Class M-9 Notes, in that order, in an amount
      equal to the Deferred Interest allocated to each such Class of Notes;


     

    (v)  to
      the
      Swap Provider, any Swap Termination Payments resulting from a Swap Provider
      Trigger Event; and

     

    (vi)  to
      the
      Owner Trustee, any fees, expenses and indemnities not otherwise paid and then,
      to the Holders of the Certificates, any remaining amounts.

     

    On
      each
      Payment Date, all amounts representing Prepayment Charges in respect of the
      Mortgage Loans received during the related Prepayment Period that were not
      otherwise used to absorb Realized Losses as set forth in Section 3.29 shall
      be
      withdrawn from the Payment Account and distributed by the Indenture Trustee
      to
      the Holders of the Certificates and shall not be available for payment to the
      Holders of any Class of Notes.

     

    Following
      the foregoing payments, an amount equal to the amount of Subsequent Recoveries
      deposited into the Collection Account pursuant to Section 3.10 of the Servicing
      Agreement shall be applied to increase the Note Balance of the Class of Notes
      with the Highest Priority up to the extent of such Realized Losses previously
      unreimbursed to that Class of Notes pursuant to Section 3.29. An amount equal
      to
      the amount of any remaining Subsequent Recoveries shall be applied to increase
      the Note Balance of the Class of Notes with the next Highest Priority, up to
      the
      amount of such Realized Losses previously allocated to that Class of Notes
      pursuant to Section 3.29. Holders of such Notes will not be entitled to any
      distribution in respect of interest on the amount of such increases for any
      Interest Accrual Period preceding the Payment Date on which such increase
      occurs. Any such increases shall be applied to the Note Balance of each Note
      of
      such Class in accordance with its respective Percentage Interest.

     

    (e)  On
      each
      Payment Date, after making the distributions of the Available Payment Amount
      as
      set forth above, the Indenture Trustee will determine the amount of any Basis
      Risk Shortfalls with respect to the Class A Notes and the Mezzanine Notes for
      such Payment Date and pay such amount to the extent of the applicable Basis
      Risk
      Shortfall in the following order of priority:

     

    (i)  concurrently
      to each Class of Class A Notes, on a pro
      rata
      basis
      based on the Basis Risk Shortfall for each such Class, until the unpaid Basis
      Risk Shortfall for each such class has been reduced to zero; and

     

    (ii)  sequentially,
      to the Class M-1 Notes, the Class M-2 Notes, the Class M-3 Notes, the Class
      M-4
      Notes, the Class M-5 Notes, the Class M-6 Notes, the Class M-7 Notes, the Class
      M-8 Notes and the Class M-9 Notes in that order, until the unpaid Basis Risk
      Shortfall for each such class has been reduced to zero.

     

    (f)  Each
      payment with respect to a Book-Entry Note shall be paid to the Depository,
      as
      Holder thereof, and the Depository shall be responsible for crediting the amount
      of such payment to the accounts of its Depository Participants in accordance
      with its normal procedures. Each Depository Participant shall be responsible
      for
      disbursing such payment to the Note Owners that it represents and to each
      indirect participating brokerage firm (a “brokerage firm” or “indirect
      participating firm”) for which it acts as agent. Each brokerage firm shall be
      responsible for disbursing funds to the Note Owners that it represents. None
      of
      the Indenture Trustee, the Note Registrar, the Paying Agent, the Depositor
      or
      the Servicer shall have any responsibility therefor except as otherwise provided
      by this Indenture or applicable law.

     

    (g)  On
      each
      Payment Date, the Certificate Paying Agent shall deposit in the Certificate
      Distribution Account all amounts it received pursuant to this Section 3.05
      for
      the purpose of distributing such funds pursuant to the Trust
      Agreement.

     

    (h)  Any
      installment of interest or principal, if any, payable on any Note that is
      punctually paid or duly provided for by the Issuing Entity on the applicable
      Payment Date shall, if such Holder shall have so requested at least five
      Business Days prior to the related Record Date, be paid to each Holder of record
      on the preceding Record Date, by wire transfer to an account specified in
      writing by such Holder reasonably satisfactory to the Indenture Trustee as
      of
      the preceding Record Date or in all other cases or if no such instructions
      have
      been delivered to the Indenture Trustee, by check to such Noteholder mailed
      to
      such Holder’s address as it appears in the Note Register in the amount required
      to be paid to such Holder on such Payment Date pursuant to such Holder’s Notes;
provided,
      however,
      that
      the Indenture Trustee shall not pay to such Holders any amount required to
      be
      withheld from a payment to such Holder by the Code.

     

    (i)  The
      principal of each Note shall be due and payable in full on the Final Stated
      Maturity Date for such Note as provided in the forms of Notes set forth in
      Exhibits A-1 through A-13 to this Indenture. All principal payments on the
      Notes
      shall be made to the Noteholders entitled thereto in accordance with the
      Percentage Interests represented by such Notes. The Indenture Trustee shall
      notify the Person in whose name a Note is registered at the close of business
      on
      the Record Date preceding the Final Stated Maturity Date or other final Payment
      Date (including any final Payment Date resulting from any redemption pursuant
      to
      Section 8.07 hereof). Such notice shall to the extent practicable be mailed
      no
      later than five Business Days prior to such Final Stated Maturity Date or other
      final Payment Date and shall specify that payment of the principal amount and
      any interest due with respect to such Note at the Final Stated Maturity Date
      or
      other final Payment Date will be payable only upon presentation and surrender
      of
      such Note and shall specify the place where such Note may be presented and
      surrendered for such final payment. No interest shall accrue on the Notes on
      or
      after the Final Stated Maturity Date or any such other final Payment
      Date.

     

    Section
      3.06.  Protection
      of Trust Estate.

     

    (a)  The
      Issuing Entity will from time to time prepare, execute and deliver all such
      supplements and amendments hereto and all such financing statements,
      continuation statements, instruments of further assurance and other instruments,
      and will take such other action necessary or advisable to:

     

    (i)  maintain
      or preserve the lien and security interest (and the priority thereof) of this
      Indenture or carry out more effectively the purposes hereof;

     

    (ii)  perfect,
      publish notice of or protect the validity of any Grant made or to be made by
      this Indenture;

     

    (iii)  cause
      the
      Issuing Entity or Servicer to enforce any of the rights to the Mortgage Loans;
      or

     

    (iv)  preserve
      and defend title to the Trust Estate and the rights of the Indenture Trustee
      and
      the Noteholders in such Trust Estate against the claims of all persons and
      parties.

     

    (b)  Except
      as
      otherwise provided in this Indenture, the Indenture Trustee shall not remove
      any
      portion of the Trust Estate that consists of money or is evidenced by an
      instrument, certificate or other writing from the jurisdiction in which it
      was
      held at the date of the most recent Opinion of Counsel delivered pursuant to
      Section 3.07 hereof (or from the jurisdiction in which it was held as described
      in the Opinion of Counsel delivered on the Closing Date pursuant to Section
      3.07(a) hereof, or if no Opinion of Counsel has yet been delivered pursuant
      to
      Section 3.07(b) hereof, unless the Indenture Trustee shall have first received
      an Opinion of Counsel to the effect that the lien and security interest created
      by this Indenture with respect to such property will continue to be maintained
      after giving effect to such action or actions).

     

    The
      Issuing Entity hereby designates the Indenture Trustee its agent and
      attorney-in-fact to sign any financing statement, continuation statement or
      other instrument required to be signed pursuant to this Section 3.06 upon the
      Issuing Entity’s preparation thereof and delivery to the Indenture
      Trustee.

     

    Section
      3.07.  Opinions
      as to Trust Estate.

     

    (a) On
      the
      Closing Date, the Issuing Entity shall furnish to the Indenture Trustee and
      the
      Owner Trustee an Opinion of Counsel either stating that, in the opinion of
      such
      counsel, such action has been taken with respect to the recording and filing
      of
      this Indenture, any indentures supplemental hereto, and any other requisite
      documents, and with respect to the execution and filing of any financing
      statements and continuation statements, as are necessary to perfect and make
      effective the lien and first priority security interest in the Collateral and
      reciting the details of such action, or stating that, in the opinion of such
      counsel, no such action is necessary to make such lien and first priority
      security interest effective.

     

    (b) On
      or
      before April 15th
      in each
      calendar year, beginning in 2007, the Issuing Entity shall furnish to the
      Indenture Trustee an Opinion of Counsel at the expense of the Issuing Entity
      either stating that, in the opinion of such counsel, such action has been taken
      with respect to the recording, filing, re-recording and refiling of this
      Indenture, any indentures supplemental hereto and any other requisite documents
      and with respect to the execution and filing of any financing statements and
      continuation statements as is necessary to maintain the lien and first priority
      security interest in the Collateral and reciting the details of such action
      or
      stating that in the opinion of such counsel no such action is necessary to
      maintain such lien and security interest. Such Opinion of Counsel shall also
      describe the recording, filing, re-recording and refiling of this Indenture,
      any
      indentures supplemental hereto and any other requisite documents and the
      execution and filing of any financing statements and continuation statements
      that will, in the opinion of such counsel, be required to maintain the lien
      and
      security interest in the Collateral until December 31st
      in the
      following calendar year.

     

    Section
      3.08.  Performance
      of Obligations.

     

    The
      Issuing Entity will punctually perform and observe all of its obligations and
      agreements contained in this Indenture, the Basic Documents and in the
      instruments and agreements included in the Trust Estate.

     

    The
      Issuing Entity may contract with other Persons to assist it in performing its
      duties under this Indenture, and any performance of such duties by a Person
      identified to the Indenture Trustee in an Officer’s Certificate of the Issuing
      Entity shall be deemed to be action taken by the Issuing Entity.

     

    The
      Issuing Entity will not take any action or permit any action to be taken by
      others which would release any Person from any of such Person’s covenants or
      obligations under any of the documents relating to the Mortgage Loans or under
      any instrument included in the Trust Estate, or which would result in the
      amendment, hypothecation, subordination, termination or discharge of, or impair
      the validity or effectiveness of, any of the documents relating to the Mortgage
      Loans or any such instrument, except such actions as the Servicer is expressly
      permitted to take in the Servicing Agreement. The Indenture Trustee may exercise
      the rights of the Issuing Entity to direct the actions of the Servicer pursuant
      to the Servicing Agreement.

     

    The
      Issuing Entity may retain an administrator and may enter into contracts with
      other Persons for the performance of the Issuing Entity’s obligations hereunder,
      and performance of such obligations by such Persons shall be deemed to be
      performance of such obligations by the Issuing Entity.

     

    Section
      3.09.  Negative
      Covenants.  So
      long as any Notes are Outstanding, the Issuing Entity shall not:

     

    (i)  except
      as
      expressly permitted by this Indenture, sell, transfer, exchange or otherwise
      dispose of the Trust Estate, unless directed to do so by the Indenture
      Trustee;

     

    (ii)  claim
      any
      credit on, or make any deduction from the principal or interest payable in
      respect of, the Notes (other than amounts properly withheld from such payments
      under the Code) or assert any claim against any present or former Noteholder
      by
      reason of the payment of the taxes levied or assessed upon any part of the
      Trust
      Estate;

     

    (iii)  (A)
      permit the validity or effectiveness of this Indenture to be impaired, or permit
      the lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Notes under this Indenture except as may be
      expressly permitted hereby, (B) permit any lien, charge, excise, claim, security
      interest, mortgage or other encumbrance (other than the lien of this Indenture)
      to be created on or extend to or otherwise arise upon or burden the Trust Estate
      or any part thereof or any interest therein or the proceeds thereof or (C)
      permit the lien of this Indenture not to constitute a valid first priority
      security interest in the Trust Estate; or

     

    (iv)  waive
      or
      impair, or fail to assert rights under, the Mortgage Loans, or impair or cause
      to be impaired the Issuing Entity’s interest in the Mortgage Loans, the Mortgage
      Loan Purchase Agreement or in any Basic Document, if any such action would
      materially and adversely affect the interests of the Noteholders.

     

    Section
      3.10.  [Reserved.]

     

    Section
      3.11.  [Reserved.]

     

    Section
      3.12.  Representations
      and Warranties Concerning the Mortgage Loans.
      The
      Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the
      representations and warranties made by NC Capital in the Mortgage Loan Purchase
      Agreement concerning NC Capital, the Seller and the Mortgage Loans to the same
      extent as though such representations and warranties were made directly to
      the
      Indenture Trustee. If a Responsible Officer of the Indenture Trustee has actual
      knowledge of any breach of any representation or warranty made by NC Capital
      in
      the Mortgage Loan Purchase Agreement, the Indenture Trustee shall promptly
      notify NC Capital of such finding and NC Capital’s obligation to cure such
      defect or repurchase or substitute for the related Mortgage Loan.

     

    Section
      3.13.  Amendments
      to Servicing Agreement.
      The
      Issuing Entity covenants with the Indenture Trustee that it will not enter
      into
      any amendment or supplement to the Servicing Agreement without the prior written
      consent of the Indenture Trustee.

     

    Section
      3.14.  Servicer
      as Agent and Bailee of the Indenture Trustee.
      Solely
      for purposes of perfection under Section 9-305 of the UCC or other similar
      applicable law, rule or regulation of the state in which such property is held
      by the Servicer, the Issuing Entity and the Indenture Trustee hereby acknowledge
      that the Servicer is acting as bailee of the Indenture Trustee in holding
      amounts on deposit in the Collection Account, as well as its bailee in holding
      any Related Documents released to the Servicer, and any other items constituting
      a part of the Trust Estate which from time to time come into the possession
      of
      the Servicer. It is intended that, by the Servicer’s acceptance of such bailee
      arrangement, the Indenture Trustee, as a secured party of the Mortgage Loans,
      will be deemed to have possession of such Related Documents, such monies and
      such other items for purposes of Section 9-305 of the UCC of the state in which
      such property is held by the Servicer. The Indenture Trustee shall not be liable
      with respect to such documents, monies or items while in possession of the
      Servicer.

     

    Section
      3.15.  Investment
      Company Act.
      The
      Issuing Entity shall not become an “investment company” or be under the
“control” of an “investment company” as such terms are defined in the Investment
      Company Act of 1940, as amended (or any successor or amendatory statute), and
      the rules and regulations thereunder (taking into account not only the general
      definition of the term “investment company” but also any available exceptions to
      such general definition); provided,
      however,
      that the
      Issuing Entity shall be in compliance with this Section 3.15 if it shall have
      obtained an order exempting it from regulation as an “investment company” so
      long as it is in compliance with the conditions imposed in such
      order.

     

    Section
      3.16.  Issuing
      Entity May Consolidate, etc.

     

    (a)  The
      Issuing Entity shall not consolidate or merge with or into any other Person,
      unless:

     

    (i)  the
      Person (if other than the Issuing Entity) formed by or surviving such
      consolidation or merger shall be a Person organized and existing under the
      laws
      of the United States of America or any state or the District of Columbia and
      shall expressly assume, by an indenture supplemental hereto, executed and
      delivered to the Indenture Trustee, in form reasonably satisfactory to the
      Indenture Trustee, the due and punctual payment of the principal of and interest
      on all Notes, and all other amounts payable to the Indenture Trustee, the
      payment to the Certificate Paying Agent of all amounts due to the
      Certificateholders, and the performance or observance of every agreement and
      covenant of this Indenture on the part of the Issuing Entity to be performed
      or
      observed, all as provided herein;

     

    (ii)  immediately
      after giving effect to such transaction, no Event of Default shall have occurred
      and be continuing;

     

    (iii)  the
      Rating Agencies shall have notified the Issuing Entity that such transaction
      shall not cause the rating of the Notes to be reduced, suspended or withdrawn
      or
      to be considered by either Rating Agency to be below investment
      grade;

     

    (iv)  the
      Issuing Entity shall have received an Opinion of Counsel (and shall have
      delivered a copy thereof to the Indenture Trustee) to the effect that such
      transaction will not (A) result in a “substantial modification” of the Notes
      under Treasury Regulation section 1.1001-3, or adversely affect the status
      of
      the Notes as indebtedness for federal income tax purposes, or (B) if 100% of
      the
      Certificates are not owned by the Seller, cause the Trust to be subject to
      an
      entity level tax for federal income tax purposes;

     

    (v)  any
      action that is necessary to maintain the lien and security interest created
      by
      this Indenture shall have been taken; and

     

    (vi)  the
      Issuing Entity shall have delivered to the Indenture Trustee an Officer’s
      Certificate and an Opinion of Counsel each stating that such consolidation
      or
      merger and such supplemental indenture comply with this Article III and that
      all
      conditions precedent herein provided for or relating to such transaction have
      been complied with (including any filing required by the Exchange Act), and
      that
      such supplemental indenture is enforceable.

     

    (b)  The
      Issuing Entity shall not convey or transfer any of its properties or assets,
      including those included in the Trust Estate, to any Person,
      unless:

     

    (i)  the
      Person that acquires by conveyance or transfer the properties and assets of
      the
      Issuing Entity, the conveyance or transfer of which is hereby restricted, shall
      (A) be a United States citizen or a Person organized and existing under the
      laws
      of the United States of America or any state thereof, (B) expressly assume,
      by
      an indenture supplemental hereto, executed and delivered to the Indenture
      Trustee, in form satisfactory to the Indenture Trustee, the due and punctual
      payment of the principal of and interest on all Notes and the performance or
      observance of every agreement and covenant of this Indenture on the part of
      the
      Issuing Entity to be performed or observed, all as provided herein, (C)
      expressly agree by means of such supplemental indenture that all right, title
      and interest so conveyed or transferred shall be subject and subordinate to
      the
      rights of the Holders of the Notes, (D) unless otherwise provided in such
      supplemental indenture, expressly agree to indemnify, defend and hold harmless
      the Issuing Entity and the Indenture Trustee against and from any loss,
      liability or expense arising under or related to this Indenture and the Notes
      and (E) expressly agree by means of such supplemental indenture that such Person
      (or if a group of Persons, then one specified Person) shall make all filings
      with the Commission (and any other appropriate Person) required by the Exchange
      Act in connection with the Notes;

     

    (ii)  immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing;

     

    (iii)  the
      Rating Agencies shall have notified the Issuing Entity that such transaction
      shall not cause the rating of the Notes to be reduced, suspended or
      withdrawn;

     

    (iv)  the
      Issuing Entity shall have received an Opinion of Counsel (and shall have
      delivered a copy thereof to the Indenture Trustee) to the effect that such
      transaction will not (A) result in a “substantial modification” of the Notes
      under Treasury Regulation section 1.1001-3, or adversely affect the status
      of
      the Notes as indebtedness for federal income tax purposes, or (B) if 100% of
      the
      Certificates are not owned by the Seller, cause the Trust to be subject to
      an
      entity level tax for federal income tax purposes;

     

    (v)  any
      action that is necessary to maintain the lien and security interest created
      by
      this Indenture shall have been taken; and

     

    (vi)  the
      Issuing Entity shall have delivered to the Indenture Trustee an Officer’s
      Certificate and an Opinion of Counsel each stating that such conveyance or
      transfer and such supplemental indenture comply with this Article III and that
      all conditions precedent herein provided for relating to such transaction have
      been complied with (including any filing required by the Exchange
      Act).

     

    Section
      3.17.  Successor
      or Transferee.

     

    (a)  Upon
      any
      consolidation or merger of the Issuing Entity in accordance with Section
      3.16(a), the Person formed by or surviving such consolidation or merger (if
      other than the Issuing Entity) shall succeed to, and be substituted for, and
      may
      exercise every right and power of, the Issuing Entity under this Indenture
      with
      the same effect as if such Person had been named as the Issuing Entity
      herein.

     

    (b)  Upon
      a
      conveyance or transfer of all the assets and properties of the Issuing Entity
      pursuant to Section 3.16(b), the Issuing Entity will be released from every
      covenant and agreement of this Indenture to be observed or performed on the
      part
      of the Issuing Entity with respect to the Notes immediately upon the delivery
      of
      written notice to the Indenture Trustee of such conveyance or
      transfer.

     

    Section
      3.18.  No
      Other Business.
      The
      Issuing Entity shall not engage in any business other than financing,
      purchasing, owning and selling and managing the Mortgage Loans and the issuance
      of the Notes and Certificates in the manner contemplated by this Indenture
      and
      the Basic Documents and all activities incidental thereto.

     

    Section
      3.19.  No
      Borrowing.
      The
      Issuing Entity shall not issue, incur, assume, guarantee or otherwise become
      liable, directly or indirectly, for any indebtedness except for the Notes under
      this Indenture.

     

    Section
      3.20.  Guarantees,
      Loans, Advances and Other Liabilities.  Except
      as contemplated by this Indenture or the Basic Documents, the Issuing Entity
      shall not make any loan or advance or credit to, or guarantee (directly or
      indirectly or by an instrument having the effect of assuring another’s payment
      or performance on any obligation or capability of so doing or otherwise),
      endorse or otherwise become contingently liable, directly or indirectly, in
      connection with the obligations, stocks or dividends of, or own, purchase,
      repurchase or acquire (or agree contingently to do so) any stock, obligations,
      assets or securities of, or any other interest in, or make any capital
      contribution to, any other Person.

     

    Section
      3.21.  Capital
      Expenditures.
      The
      Issuing Entity shall not make any expenditure (by long-term or operating lease
      or otherwise) for capital assets (either realty or personalty).

     

    Section
      3.22.  Determination
      of Note Rate.
      On each
      Interest Determination Date, the Indenture Trustee shall determine One-Month
      LIBOR and the related Note Rate for each Class of Notes for the following
      Interest Accrual Period. The establishment of One-Month LIBOR on each Interest
      Determination Date by the Indenture Trustee and the Indenture Trustee’s
      calculation of the rate of interest applicable to each Class of Notes for the
      related Accrual Period shall (in the absence of manifest error) be final and
      binding.

     

    Section
      3.23.  Restricted
      Payments.
      The
      Issuing Entity shall not, directly or indirectly, (i) pay any dividend or make
      any distribution (by reduction of capital or otherwise), whether in cash,
      property, securities or a combination thereof, to the Owner Trustee or any
      owner
      of a beneficial interest in the Issuing Entity or otherwise with respect to
      any
      ownership or equity interest or security in or of the Issuing Entity, (ii)
      redeem, purchase, retire or otherwise acquire for value any such ownership
      or
      equity interest or security or (iii) set aside or otherwise segregate any
      amounts for any such purpose; provided,
      however,
      that the
      Issuing Entity may make, or cause to be made, (x) distributions and payments
      to
      the Owner Trustee, the Indenture Trustee, Noteholders and the Certificateholders
      as contemplated by, and to the extent funds are available for such purpose
      under
      this Indenture and the Trust Agreement and (y) payments to the Servicer pursuant
      to the terms of the Servicing Agreement. The Issuing Entity will not, directly
      or indirectly, make payments to or distributions from the Collection Account
      except in accordance with this Indenture and the Basic Documents.

     

    Section
      3.24.  Notice
      of Events of Default.
      The
      Issuing Entity shall give the Indenture Trustee and the Rating Agencies prompt
      written notice of each Event of Default hereunder and under the Trust
      Agreement.

     

    Section
      3.25.  Further
      Instruments and Acts.
      Upon
      request of the Indenture Trustee, the Issuing Entity will execute and deliver
      such further instruments and do such further acts as may be reasonably necessary
      or proper to carry out more effectively the purpose of this
      Indenture.

     

    Section
      3.26.  Statements
      to Noteholders.
      On each
      Payment Date, the Indenture Trustee and the Certificate Registrar shall prepare
      and make available on the Indenture Trustee’s website,
      https://www.tss.db.com/invr (or deliver at the recipient’s option), to each
      Noteholder and Certificateholder the most recent statement prepared by the
      Indenture Trustee pursuant to Section 7.05 hereof.

     

    Section
      3.27.  [Reserved].

     

    Section
      3.28.  Certain
      Representations Regarding the Trust Estate.

     

    (a)  With
      respect to that portion of the Collateral described in clauses (a) through
      (d)
      of the definition of Trust Estate, the Issuing Entity represents to the
      Indenture Trustee that:

     

    (i)  This
      Indenture creates a valid and continuing security interest (as defined in the
      applicable UCC) in the Collateral in favor of the Indenture Trustee, which
      security interest is prior to all other liens, and is enforceable as such as
      against creditors of and purchasers from the Issuing Entity.

     

    (ii)  The
      Collateral constitutes “deposit accounts” or “instruments,” as applicable,
      within the meaning of the applicable UCC.

     

    (iii)  The
      Issuing Entity owns and has good and marketable title to the Collateral, free
      and clear of any lien, claim or encumbrance of any Person.

     

    (iv)  The
      Issuing Entity has taken all steps necessary to cause the Indenture Trustee
      to
      become the account holder of the Collateral.

     

    (v)  Other
      than the security interest granted to the Indenture Trustee pursuant to this
      Indenture, the Issuing Entity has not pledged, assigned, sold, granted a
      security interest in, or otherwise conveyed any of the Collateral.

     

    (vi)  The
      Collateral is not in the name of any Person other than the Issuing Entity or
      the
      Indenture Trustee. The Issuing Entity has not consented to the bank maintaining
      the Collateral to comply with instructions of any Person other than the
      Indenture Trustee.

     

    (b)  With
      respect to that portion of the Collateral described in clause (e), the Issuing
      Entity represents to the Indenture Trustee that:

     

    (i)  This
      Indenture creates a valid and continuing security interest (as defined in the
      applicable UCC) in the Collateral in favor of the Indenture Trustee, which
      security interest is prior to all other liens, and is enforceable as such as
      against creditors of and purchasers from the Issuing Entity.

     

    (ii)  The
      Collateral constitutes “general intangibles” within the meaning of the
      applicable UCC.

     

    (iii)  The
      Issuing Entity owns and has good and marketable title to the Collateral, free
      and clear of any lien, claim or encumbrance of any Person.

     

    (iv)  Other
      than the security interest granted to the Indenture Trustee pursuant to this
      Indenture, the Issuing Entity has not pledged, assigned, sold, granted a
      security interest in, or otherwise conveyed any of the Collateral.

     

    (c)  With
      respect to any Collateral in which a security interest may be perfected by
      filing, the Issuing Entity has not authorized the filing of, and is not aware
      of
      any financing statements against, the Issuing Entity, that include a description
      of collateral covering such Collateral, other than any financing statement
      relating to the security interest granted to the Indenture Trustee hereunder
      or
      that has been terminated. The Issuing Entity is not aware of any judgment or
      tax
      lien filings against the Issuing Entity.

     

    (d)  The
      Issuing Entity has caused or will have caused, within ten days, the filing
      of
      all appropriate financing statements in the proper filing office in the
      appropriate jurisdictions under applicable law in order to perfect the security
      interest in all Collateral granted to the Indenture Trustee hereunder in which
      a
      security interest may be perfected by filing and the Issuing Entity will cause
      such security interest to be maintained. Any financing statement that is filed
      in connection with this Section 3.28 shall contain a statement that a purchase
      or security interest in any collateral described therein will violate the rights
      of the secured party named in such financing statement.

     

    (e)  The
      foregoing representations may not be waived and shall survive the issuance
      of
      the Notes.

     

    Section
      3.29.  Allocation
      of Realized Losses.

     

    (a)  All
      Realized Losses on the Mortgage Loans shall be allocated by the Indenture
      Trustee on each Payment Date as follows: first, to the Net Monthly Excess
      Cashflow for the related Interest Accrual Period; second, to the Prepayment
      Charges collected or paid by the Servicer during the related Prepayment Period,
      third, to the Overcollateralized Amount, until the Overcollateralized Amount
      has
      been reduced to zero; fourth, to the Class M-9 Notes until the Note Balance
      thereof has been reduced to zero; fifth, to the Class M-8 Notes until the Note
      Balance thereof has been reduced to zero; sixth, to the Class M-7 Notes until
      the Note Balance thereof has been reduced to zero; seventh, to the Class M-6
      Notes until the Note Balance thereof has been reduced to zero; eighth, to the
      Class M-5 Notes until the Note Balance thereof has been reduced to zero; ninth,
      to the Class M-4 Notes until the Note Balance thereof has been reduced to zero;
      tenth, to the Class M-3 Notes until the Note Balance thereof has been reduced
      to
      zero; eleventh, to the Class M-2 Notes, until the Note Balance thereof has
      been
      reduced to zero and twelfth, to the Class M-1 Notes, until the Note Balance
      thereof has been reduced to zero.

     

    (b)  All
      Realized Losses to be allocated to the Note Balances of all Classes on any
      Payment Date shall be so allocated after the actual payments to be made on
      such
      date as provided above. All references above to the Note Balance of any Class
      of
      Notes shall be to the Note Balance of such Class immediately prior to the
      relevant Payment Date, before reduction thereof by any Realized Losses, in
      each
      case to be allocated to such Class of Notes, on such Payment Date.

     

    Any
      allocation of Realized Losses to a Mezzanine Note on any Payment Date shall
      be
      made by reducing the Note Balance thereof by the amount so allocated. No
      allocations of any Realized Losses shall be made to the Note Balances of the
      Class A Notes.

     

    As
      used
      herein, an allocation of a Realized Loss on a “pro
      rata
      basis”
among two or more specified Classes of Notes means an allocation on a pro rata
      basis, among the various Classes so specified, to each such Class of Notes
      on
      the basis of their then outstanding Note Balances prior to giving effect to
      payments to be made on such Payment Date. All Realized Losses and all other
      losses allocated to a Class of Notes hereunder will be allocated among the
      Notes
      of such Class in proportion to the Percentage Interests evidenced
      thereby.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      IV


    THE
      NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     

    Section
      4.01.  The
      Notes.
      Each
      Class of Notes shall be registered in the name of a nominee designated by the
      Depository. Beneficial Owners will hold interests in the Notes through the
      book-entry facilities of the Depository in minimum initial Note Balances of
      $25,000 and integral multiples of $1 in excess thereof.

     

    The
      Indenture Trustee may for all purposes (including the making of payments due
      on
      the Notes) deal with the Depository as the authorized representative of the
      Beneficial Owners with respect to the Notes for the purposes of exercising
      the
      rights of Holders of the Notes hereunder. Except as provided in the next
      succeeding paragraph of this Section 4.01, the rights of Beneficial Owners
      with
      respect to the Notes shall be limited to those established by law and agreements
      between such Beneficial Owners and the Depository and Depository Participants.
      Except as provided in Section 4.08 hereof, Beneficial Owners shall not be
      entitled to definitive notes for the Notes as to which they are the Beneficial
      Owners. Requests and directions from, and votes of, the Depository as Holder
      of
      the Notes shall not be deemed inconsistent if they are made with respect to
      different Beneficial Owners. The Indenture Trustee may establish a reasonable
      record date in connection with solicitations of consents from or voting by
      Noteholders and give notice to the Depository of such record date. Without
      the
      consent of the Issuing Entity and the Indenture Trustee, no Note may be
      transferred by the Depository except to a successor Depository that agrees
      to
      hold such Note for the account of the Beneficial Owners.

     

    In
      the
      event the Depository Trust Company resigns or is removed as Depository, the
      Indenture Trustee with the approval of the Issuing Entity may appoint a
      successor Depository. If no successor Depository has been appointed within
      30
      days of the effective date of the Depository’s resignation or removal, each
      Beneficial Owner shall be entitled to certificates representing the Notes it
      beneficially owns in the manner prescribed in Section 4.08.

     

    The
      Notes
      shall, on original issue, be executed on behalf of the Issuing Entity by the
      Owner Trustee, not in its individual capacity but solely as Owner Trustee,
      authenticated by the Indenture Trustee and delivered by the Indenture Trustee
      to
      or upon the order of the Issuing Entity.

     

    Section
      4.02.  Registration
      of and Limitations on Transfer and Exchange of Notes; Appointment of Note
      Registrar and Certificate.

     

    The
      Issuing Entity shall cause to be kept at the Corporate Trust Office a Note
      Register in which, subject to such reasonable regulations as it may prescribe,
      the Note Registrar shall provide for the registration of Notes and of transfers
      and exchanges of Notes as herein provided.

     

    Subject
      to the restrictions and limitations set forth below, upon surrender for
      registration of transfer of any Note at the Corporate Trust Office, the Issuing
      Entity shall execute and the Note Registrar shall authenticate and deliver,
      in
      the name of the designated transferee or transferees, one or more new Notes
      in
      authorized initial Note Balances evidencing the same Class and aggregate
      Percentage Interests.

     

    Subject
      to the foregoing, at the option of the Noteholders, Notes may be exchanged
      for
      other Notes of like tenor and in authorized initial Note Balances evidencing
      the
      same Class and aggregate Percentage Interests upon surrender of the Notes to
      be
      exchanged at the Corporate Trust Office of the Note Registrar. Whenever any
      Notes are so surrendered for exchange, the Issuing Entity shall execute and
      the
      Indenture Trustee shall authenticate and deliver the Notes which the Noteholder
      making the exchange is entitled to receive. Each Note presented or surrendered
      for registration of transfer or exchange shall (if so required by the Note
      Registrar) be duly endorsed by, or be accompanied by a written instrument of
      transfer in form reasonably satisfactory to the Note Registrar duly executed
      by
      the Holder thereof or his attorney duly authorized in writing with such
      signature guaranteed by a commercial bank or trust company located or having
      a
      correspondent located in the city of New York. Notes delivered upon any such
      transfer or exchange will evidence the same obligations, and will be entitled
      to
      the same rights and privileges, as the Notes surrendered.

     

    No
      service charge shall be made for any registration of transfer or exchange of
      Notes, but the Note Registrar shall require payment of a sum sufficient to
      cover
      any tax or governmental charge that may be imposed in connection with any
      registration of transfer or exchange of Notes.

     

    The
      Issuing Entity hereby appoints the Indenture Trustee as (i) Certificate
      Registrar to keep at its Corporate Trust Office a Certificate Register pursuant
      to Section 3.09 of the Trust Agreement in which, subject to such reasonable
      regulations as it may prescribe, the Certificate Registrar shall provide for
      the
      registration of Certificates and of transfers and exchanges thereof pursuant
      to
      Section 3.05 of the Trust Agreement and (ii) Note Registrar under this
      Indenture. The Indenture Trustee hereby accepts such appointments.

     

    Section
      4.03.  Mutilated,
      Destroyed, Lost or Stolen Notes.
      If (i)
      any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
      Trustee receives evidence to its satisfaction of the destruction, loss or theft
      of any Note, and (ii) there is delivered to the Indenture Trustee such security
      or indemnity as may be required by it to hold the Issuing Entity and the
      Indenture Trustee harmless, then, in the absence of notice to the Issuing
      Entity, the Note Registrar or the Indenture Trustee that such Note has been
      acquired by a bona fide purchaser, and provided that the requirements of Section
      8-405 of the UCC are met, the Issuing Entity shall execute, and upon its request
      the Indenture Trustee shall authenticate and deliver, in exchange for or in
      lieu
      of any such mutilated, destroyed, lost or stolen Note, a replacement Note;
      provided,
      however,
      that if
      any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
      become or within seven days shall be due and payable, instead of issuing a
      replacement Note, the Issuing Entity may pay such destroyed, lost or stolen
      Note
      when so due or payable without surrender thereof. If, after the delivery of
      such
      replacement Note or payment of a destroyed, lost or stolen Note pursuant to
      the
      proviso to the preceding sentence, a bona fide purchaser of the original Note
      in
      lieu of which such replacement Note was issued presents for payment such
      original Note, the Issuing Entity and the Indenture Trustee shall be entitled
      to
      recover such replacement Note (or such payment) from the Person to whom it
      was
      delivered or any Person taking such replacement Note from such Person to whom
      such replacement Note was delivered or any assignee of such Person, except
      a
      bona fide purchaser, and shall be entitled to recover upon the security or
      indemnity provided therefor to the extent of any loss, damage, cost or expense
      incurred by the Issuing Entity or the Indenture Trustee in connection
      therewith.

     

    Upon
      the
      issuance of any replacement Note under this Section 4.03, the Issuing Entity
      may
      require the payment by the Holder of such Note of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in relation thereto and
      any
      other reasonable expenses (including the fees and expenses of the Indenture
      Trustee) connected therewith.

     

    Every
      replacement Note issued pursuant to this Section 4.03 in replacement of any
      mutilated, destroyed, lost or stolen Note shall constitute an original
      additional contractual obligation of the Issuing Entity, whether or not the
      mutilated, destroyed, lost or stolen Note shall be at any time enforceable
      by
      anyone, and shall be entitled to all the benefits of this Indenture equally
      and
      proportionately with any and all other Notes duly issued hereunder.

     

    The
      provisions of this Section 4.03 are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Notes.

     

    Section
      4.04.  Persons
      Deemed Owners.
      Prior
      to due presentment for registration of transfer of any Note, the Issuing Entity,
      the Indenture Trustee, the Paying Agent and any agent of the Issuing Entity
      or
      the Indenture Trustee may treat the Person in whose name any Note is registered
      (as of the day of determination) as the owner of such Note for the purpose
      of
      receiving payments of principal of and interest, if any, on such Note and for
      all other purposes whatsoever, whether or not such Note be overdue, and neither
      the Issuing Entity, the Indenture Trustee, the Paying Agent nor any agent of
      the
      Issuing Entity or the Indenture Trustee shall be affected by notice to the
      contrary.

     

    Section
      4.05.  Cancellation.
      All
      Notes surrendered for payment, registration of transfer, exchange or redemption
      shall, if surrendered to any Person other than the Indenture Trustee, be
      delivered to the Indenture Trustee and shall be promptly cancelled by the
      Indenture Trustee. The Issuing Entity may at any time deliver to the Indenture
      Trustee for cancellation any Notes previously authenticated and delivered
      hereunder which the Issuing Entity may have acquired in any manner whatsoever,
      and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.
      No Notes shall be authenticated in lieu of or in exchange for any Notes
      cancelled as provided in this Section 4.05, except as expressly permitted by
      this Indenture. All cancelled Notes may be held or disposed of by the Indenture
      Trustee in accordance with its standard retention or disposal policy as in
      effect at the time unless the Issuing Entity shall direct by an Issuing Entity
      Request that they be destroyed or returned to it; provided,
      however,
      that
      such Issuing Entity Request is timely and the Notes have not been previously
      disposed of by the Indenture Trustee.

     

    Section
      4.06.  Book-Entry
      Notes.  The
      Notes, upon original issuance, will be issued in the form of typewritten Notes
      representing the Book-Entry Notes, to be delivered to The Depository Trust
      Company, the initial Depository, by, or on behalf of, the Issuing Entity. The
      Notes shall initially be registered on the Note Register in the name of Cede
      & Co., the nominee of the initial Depository, and no Beneficial Owner will
      receive a Definitive Note representing such Beneficial Owner’s interest in such
      Note, except as provided in Section 4.08. With respect to such Notes, unless
      and
      until definitive, fully registered Notes (the “Definitive Notes”) have been
      issued to Beneficial Owners pursuant to Section 4.08:

     

    (i)  the
      provisions of this Section 4.06 shall be in full force and effect;

     

    (ii)  the
      Note
      Registrar, the Paying Agent and the Indenture Trustee shall be entitled to
      deal
      with the Depository for all purposes of this Indenture (including the payment
      of
      principal of and interest on the Notes and the giving of instructions or
      directions hereunder) as the sole holder of the Notes, and shall have no
      obligation to the Beneficial Owners of the Notes;

     

    (iii)  to
      the
      extent that the provisions of this Section 4.06 conflict with any other
      provisions of this Indenture, the provisions of this Section 4.06 shall
      control;

     

    (iv)  the
      rights of Beneficial Owners shall be exercised only through the Depository
      and
      shall be limited to those established by law and agreements between such Owners
      of Notes and the Depository and/or the Depository Participants. Unless and
      until
      Definitive Notes are issued pursuant to Section 4.08, the initial Depository
      will make book-entry transfers among the Depository Participants and receive
      and
      transmit payments of principal of and interest on the Notes to such Depository
      Participants; and

     

    (v)  whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of Holders of Notes evidencing a specified percentage of the
      Note
      Balances of the Notes, the Depository shall be deemed to represent such
      percentage with respect to the Notes only to the extent that it has received
      instructions to such effect from Beneficial Owners and/or Depository
      Participants owning or representing, respectively, such required percentage
      of
      the beneficial interest in the Notes and has delivered such instructions to
      the
      Indenture Trustee.

     

    Section
      4.07.  Notices
      to Depository.
      Whenever a notice or other communication to the Note Holders is required under
      this Indenture, unless and until Definitive Notes shall have been issued to
      Beneficial Owners pursuant to Section 4.08, the Indenture Trustee shall give
      all
      such notices and communications specified herein to be given to Holders of
      the
      Notes to the Depository, and shall have no obligation to the Beneficial
      Owners.

     

    Section
      4.08.  Definitive
      Notes.
      If (i)
      the Indenture Trustee determines that the Depository is no longer willing or
      able to properly discharge its responsibilities with respect to the Notes and
      the Indenture Trustee is unable to locate a qualified successor or (ii) after
      the occurrence of an Event of Default, Beneficial Owners of Notes representing
      beneficial interests aggregating at least a majority of the Note Balances of
      the
      Notes advise the Depository in writing that the continuation of a book-entry
      system through the Depository is no longer in the best interests of the
      Beneficial Owners, then the Depository shall notify all Beneficial Owners and
      the Indenture Trustee of the occurrence of any such event and of the
      availability of Definitive Notes to Beneficial Owners requesting the same.
      Upon
      surrender to the Indenture Trustee of the typewritten Notes representing the
      Book-Entry Notes by the Depository, accompanied by registration instructions,
      the Issuing Entity shall execute and the Indenture Trustee shall authenticate
      the Definitive Notes in accordance with the instructions of the Depository.
      None
      of the Issuing Entity, the Note Registrar or the Indenture Trustee shall be
      liable for any delay in delivery of such instructions and may conclusively
      rely
      on, and shall be protected in relying on, such instructions. Upon the issuance
      of Definitive Notes, the Indenture Trustee shall recognize the Holders of the
      Definitive Notes as Noteholders.

     

    Section
      4.09.  Tax
      Treatment.
      The
      Issuing Entity has entered into this Indenture, and the Notes will be issued
      with the intention that, for federal, state and local income, single business
      and franchise tax purposes, the Notes will qualify as indebtedness. The Issuing
      Entity and the Indenture Trustee (in accordance with Section 6.06 hereof),
      by
      entering into this Indenture, and each Noteholder, by its acceptance of its
      Note
      (and each Beneficial Owner by its acceptance of an interest in the applicable
      Book-Entry Note), agree to treat the Notes for federal, state and local income,
      single business and franchise tax purposes as indebtedness.

     

    Section
      4.10.  Satisfaction
      and Discharge of Indenture.
      This
      Indenture shall cease to be of further effect with respect to the Notes except
      as to (i) rights of registration of transfer and exchange, (ii) substitution
      of
      mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
      receive payments of principal thereof and interest thereon, (iv) Sections 3.03,
      3.04, 3.06, 3.09, 3.17, 3.19 and 3.20, (v) the rights and immunities of the
      Indenture Trustee hereunder (including the rights of the Indenture Trustee
      under
      Section 6.07) and the obligations of the Indenture Trustee under Section 4.11
      and (vi) the rights of Noteholders as beneficiaries hereof with respect to
      the
      property so deposited with the Indenture Trustee payable to all or any of them,
      and the Indenture Trustee, on demand of and at the expense of the Issuing
      Entity, shall execute proper instruments acknowledging satisfaction and
      discharge of this Indenture with respect to the Notes and shall release and
      deliver the Collateral to or upon the order of the Issuing Entity,
      when

     

    (A) either

     

    (1) all
      Notes
      theretofore authenticated and delivered (other than (i) Notes that have been
      destroyed, lost or stolen and that have been replaced or paid as provided in
      Section 4.03 hereof and (ii) Notes for whose payment money has theretofore
      been
      deposited in trust or segregated and held in trust by the Issuing Entity and
      thereafter repaid to the Issuing Entity or discharged from such trust, as
      provided in Section 3.03) have been delivered to the Indenture Trustee for
      cancellation; or

     

    (2) all
      Notes
      not theretofore delivered to the Indenture Trustee for cancellation (a) have
      become due and payable, (b) will become due and payable at the Final Stated
      Maturity Date within one year, or (c) have been called for early redemption
      pursuant to Section 8.07 hereof, and the Issuing Entity, in the case of (a)
      or
      (b) above, has irrevocably deposited or caused to be irrevocably deposited
      with
      the Indenture Trustee cash or direct obligations of or obligations guaranteed
      by
      the United States of America (which will mature prior to the date such amounts
      are payable), in trust for such purpose, in an amount sufficient to pay and
      discharge the entire indebtedness on such Notes then outstanding not theretofore
      delivered to the Indenture Trustee for cancellation when due on the Final Stated
      Maturity Date or other final Payment Date, or, in the case of (c) above, the
      Issuing Entity shall have complied with all requirements of Section 8.07
      hereof,

     

    (B) the
      Issuing Entity has paid or caused to be paid all other sums payable hereunder;
      and

     

    (C) the
      Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate
      and an Opinion of Counsel, each meeting the applicable requirements of Section
      10.01 hereof, each stating that all conditions precedent herein provided for
      relating to the satisfaction and discharge of this Indenture have been complied
      with and, if the Opinion of Counsel relates to a deposit made in connection
      with
      Section 4.10(A)(2)(b) above, such opinion shall further be to the effect that
      such deposit will constitute an “in-substance defeasance” within the meaning of
      Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuing
      Entity will be the owner of the assets deposited in trust for federal income
      tax
      purposes.

     

    Section
      4.11.  Application
      of Trust Money.
      All
      monies deposited with the Indenture Trustee pursuant to Section 4.10 hereof
      shall be held in trust and applied by it, in accordance with the provisions
      of
      the Notes and this Indenture, to the payment, either directly or through any
      Paying Agent or the Issuing Entity, Certificate Paying Agent as designee of
      the
      Issuing Entity, as the Indenture Trustee may determine, to the Holders of Notes
      or Certificates, of all sums due and to become due thereon for principal and
      interest or otherwise; but such monies need not be segregated from other funds
      except to the extent required herein or required by law.

     

    Section
      4.12.  Derivative
      Contracts for Benefit of the Certificates.
      At any
      time on or after the Closing Date, the Issuing Entity shall have the right
      to
      convey to the Trust Estate, solely for the benefit of the Holder of the
      Certificates, a derivative contract or comparable instrument. Any such
      instrument shall constitute a fully prepaid agreement. All collections, proceeds
      and other amounts in respect of such an instrument shall be distributed to
      the
      Certificates on the Payment Date following receipt thereof by the Indenture
      Trustee.

     

    Section
      4.13.  Repayment
      of Monies Held by Paying Agent.
      In
      connection with the satisfaction and discharge of this Indenture with respect
      to
      the Notes, all monies then held by any Person other than the Indenture Trustee
      under the provisions of this Indenture with respect to such Notes shall, upon
      demand of the Issuing Entity, be paid to the Indenture Trustee to be held and
      applied according to Section 3.05 and thereupon such Person shall be released
      from all further liability with respect to such monies.

     

    Section
      4.14.  Temporary
      Notes.
      Pending
      the preparation of any Definitive Notes, the Issuing Entity may execute and
      upon
      its written direction, the Indenture Trustee may authenticate and make available
      for delivery, temporary Notes that are printed, lithographed, typewritten,
      photocopied or otherwise produced, in any denomination, substantially of the
      tenor of the Definitive Notes in lieu of which they are issued and with such
      appropriate insertions, omissions, substitutions and other variations as the
      officers executing such Notes may determine, as evidenced by their execution
      of
      such Notes.

     

    If
      temporary Notes are issued, the Issuing Entity will cause Definitive Notes
      to be
      prepared without unreasonable delay. After the preparation of the Definitive
      Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
      surrender of the temporary Notes at the office of the Indenture Trustee located
      at DB Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee
      37211-3658, Attention: Transfer Unit, without charge to the Holder. Upon
      surrender for cancellation of any one or more temporary Notes, the Issuing
      Entity shall execute and the Indenture Trustee shall authenticate and make
      available for delivery, in exchange therefor, Definitive Notes of authorized
      denominations and of like tenor, class and aggregate principal amount. Until
      so
      exchanged, such temporary Notes shall in all respects be entitled to the same
      benefits under this Indenture as Definitive Notes.

     

    Section
      4.15.  Representation
      Regarding ERISA.
      By
      acquiring a Note or interest therein, each Holder of such Note or Beneficial
      Owner of any such interest will be deemed to represent that either (1) it is
      not
      acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and
      transfer of such Note will not give rise to a non-exempt prohibited transaction
      under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are
      rated investment grade or better and such person believes that the Notes are
      properly treated as indebtedness without substantial equity features for
      purposes of the Department of Labor regulation 29 C.F.R. § 2510.3-101, and
      agrees to so treat the Notes. Alternatively, regardless of the rating of the
      Notes, such person may provide the Indenture Trustee and the Owner Trustee
      with
      an opinion of counsel, which opinion of counsel will not be at the expense
      of
      the Issuing Entity, the Seller, NC Capital, any Underwriter, the Owner Trustee,
      the Indenture Trustee, the Servicer or any successor servicer which opines
      that
      the acquisition, holding and transfer of such Note or interest therein is
      permissible under applicable law, will not constitute or result in a non-exempt
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Issuing Entity, the Seller, NC Capital, the Depositor, the Owner
      Trustee, the Indenture Trustee, the Servicer or any successor servicer to any
      obligation in addition to those undertaken in the Indenture or the other
      Operative Agreements.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      V


    DEFAULT
      AND REMEDIES

     

    Section
      5.01.  Events
      of Default.
      The
      Issuing Entity shall deliver to the Indenture Trustee, written notice in the
      form of an Officer’s Certificate, within five days after learning of the
      occurrence of any event which with the giving of notice and the lapse of time
      would become an Event of Default under clause (iii), (iv) or (v) of the
      definition of “Event of Default,” its status and what action the Issuing Entity
      is taking or proposes to take with respect thereto. The Indenture Trustee shall
      not be deemed to have knowledge of any Event of Default unless a Responsible
      Officer has actual knowledge thereof or unless written notice of such Event
      of
      Default is received by a Responsible Officer and such notice references the
      Notes, the Trust Estate or this Indenture.

     

    Section
      5.02.  Acceleration
      of Maturity; Rescission and Annulment.
      If an
      Event of Default should occur and be continuing, then and in every such case
      the
      Indenture Trustee at the written direction of the Holders of Notes representing
      not less than a majority of the aggregate Note Balance of the Notes, together
      with accrued and unpaid interest thereon through the date of acceleration shall
      become immediately due and payable.

     

    At
      any
      time after such declaration of acceleration of maturity with respect to an
      Event
      of Default has been made and before a judgment or decree for payment of the
      money due has been obtained by the Indenture Trustee as hereinafter in this
      Article V provided, Holders of the Notes representing not less than a majority
      of the aggregate Note Balance of the Notes, by written notice to the Issuing
      Entity and the Indenture Trustee, may waive the related Event of Default and
      rescind and annul such declaration and its consequences if

     

    (i)  the
      Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient
      to pay (a) all payments of principal of and interest on the Notes and all other
      amounts that would then be due hereunder or upon the Notes if the Event of
      Default giving rise to such acceleration had not occurred; and (b) all sums
      paid
      or advanced by the Indenture Trustee hereunder and the reasonable compensation,
      expenses, disbursements and advances of the Indenture Trustee and its agents
      and
      counsel; and

     

    (ii)  all
      Events of Default, other than the nonpayment of the principal of the Notes
      that
      has become due solely by such acceleration, have been cured or waived as
      provided in Section 5.12.

     

    No
      such
      rescission shall affect any subsequent default or impair any right consequent
      thereto.

     

    Section
      5.03.  Collection
      of Indebtedness and Suits for Enforcement by Indenture Trustee.

     

    (a)  The
      Issuing Entity covenants that if (i) default is made in the payment of any
      interest on any Note when the same becomes due and payable, and such default
      continues for a period of five days, or (ii) default is made in the payment
      of
      the principal of or any installment of the principal of any Note when the same
      becomes due and payable, the Issuing Entity shall, upon demand of the Indenture
      Trustee, at the direction of the Holders of a majority of the aggregate Note
      Balance of the Notes, pay to the Indenture Trustee, for the benefit of the
      Holders of Notes, the whole amount then due and payable on the Notes for
      principal and interest, with interest at the applicable Note Rate upon the
      overdue principal, and in addition thereto such further amount as shall be
      sufficient to cover the costs and expenses of collection, including the
      reasonable compensation, expenses, disbursements and advances of the Indenture
      Trustee and its agents and counsel.

     

    (b)  In
      case
      the Issuing Entity shall fail forthwith to pay such amounts upon such demand,
      the Indenture Trustee, in its own name and as trustee of an express trust,
      subject to the provisions of Section 10.16 hereof may institute a Proceeding
      for
      the collection of the sums so due and unpaid, and may prosecute such Proceeding
      to judgment or final decree, and may enforce the same against the Issuing Entity
      or other obligor upon the Notes and collect in the manner provided by law out
      of
      the property of the Issuing Entity or other obligor the Notes, wherever
      situated, the monies adjudged or decreed to be payable.

     

    (c)  If
      an
      Event of Default occurs and is continuing, the Indenture Trustee, subject to
      the
      provisions of Section 10.16 hereof may, as more particularly provided in Section
      5.04 hereof, in its discretion, proceed to protect and enforce its rights and
      the rights of the Noteholders, by such appropriate Proceedings, as directed
      in
      writing by Holders of a majority of the aggregate Note Balance of the Notes,
      to
      protect and enforce any such rights, whether for the specific enforcement of
      any
      covenant or agreement in this Indenture or in aid of the exercise of any power
      granted herein, or to enforce any other proper remedy or legal or equitable
      right vested in the Indenture Trustee by this Indenture or by law.

     

    (d)  In
      case
      there shall be pending, relative to the Issuing Entity or any other obligor
      upon
      the Notes or any Person having or claiming an ownership interest in the Trust
      Estate, Proceedings under Title 11 of the United States Code or any other
      applicable federal or state bankruptcy, insolvency or other similar law, or
      in
      case a receiver, assignee or trustee in bankruptcy or reorganization,
      liquidator, sequestrator or similar official shall have been appointed for
      or
      taken possession of the Issuing Entity or its property or such other obligor
      or
      Person, or in case of any other comparable judicial Proceedings relative to
      the
      Issuing Entity or other obligor upon the Notes, or to the creditors or property
      of the Issuing Entity or such other obligor, the Indenture Trustee, as directed
      in writing by Holders of a majority of the aggregate Note Balance of the Notes,
      irrespective of whether the principal of any Notes shall then be due and payable
      as therein expressed or by declaration or otherwise and irrespective of whether
      the Indenture Trustee shall have made any demand pursuant to the provisions
      of
      this Section, shall be entitled and empowered, by intervention in such
      Proceedings or otherwise:

     

    (i)  to
      file
      and prove a claim or claims for the whole amount of principal and interest
      owing
      and unpaid in respect of the Notes and to file such other papers or documents
      as
      may be necessary or advisable in order to have the claims of the Indenture
      Trustee (including any claim for reasonable compensation to the Indenture
      Trustee and each predecessor Indenture Trustee, and their respective agents,
      attorneys and counsel, and for reimbursement of all expenses and liabilities
      incurred, and all advances made, by the Indenture Trustee and each predecessor
      Indenture Trustee, except as a result of negligence or bad faith) and of the
      Noteholders allowed in such Proceedings;

     

    (ii)  unless
      prohibited by applicable law and regulations, to vote on behalf of the Holders
      of Notes in any election of a trustee, a standby trustee or Person performing
      similar functions in any such Proceedings;

     

    (iii)  to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute all amounts received with respect to the claims
      of
      the Noteholders and of the Indenture Trustee on their behalf, and

     

    (iv)  to
      file
      such proofs of claim and other papers or documents as may be necessary or
      advisable in order to have the claims of the Indenture Trustee or the Holders
      of
      Notes allowed in any judicial proceedings relative to the Issuing Entity, its
      creditors and its property; and any trustee, receiver, liquidator, custodian
      or
      other similar official in any such Proceeding is hereby authorized by each
      of
      such Noteholders to make payments to the Indenture Trustee and, in the event
      that the Indenture Trustee shall consent to the making of payments directly
      to
      such Noteholders, to pay to the Indenture Trustee such amounts as shall be
      sufficient to cover reasonable compensation to the Indenture Trustee, each
      predecessor Indenture Trustee and their respective agents, attorneys and
      counsel, and all other expenses and liabilities incurred, and all advances
      made,
      by the Indenture Trustee and each predecessor Indenture Trustee.

     

    (e)  Nothing
      herein contained shall be deemed to authorize the Indenture Trustee to authorize
      or consent to or vote for or accept or adopt on behalf of any Noteholder any
      plan of reorganization, arrangement, adjustment or composition affecting the
      Notes or the rights of any Holder thereof or to authorize the Indenture Trustee
      to vote in respect of the claim of any Noteholder in any such proceeding except,
      as aforesaid, to vote for the election of a trustee in bankruptcy or similar
      Person.

     

    (f)  All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes, may be enforced by the Indenture Trustee without the possession
      of
      any of the Notes or the production thereof in any trial or other Proceedings
      relative thereto, and any such action or proceedings instituted by the Indenture
      Trustee shall be brought in its own name as trustee of an express trust, and
      any
      recovery of judgment, subject to the payment of the expenses, disbursements
      and
      compensation of the Indenture Trustee, each predecessor Indenture Trustee and
      their respective agents and attorneys, shall be for the ratable benefit of
      the
      Holders of the Notes, subject to Section 5.05 hereof.

     

    (g)  In
      any
      Proceedings brought by the Indenture Trustee (and also any Proceedings involving
      the interpretation of any provision of this Indenture to which the Indenture
      Trustee shall be a party), the Indenture Trustee shall be held to represent
      all
      the Holders of the Notes, and it shall not be necessary to make any Noteholder
      a
      party to any such Proceedings.

     

    Section
      5.04.  Remedies;
      Priorities.

     

    (a)  If
      an
      Event of Default shall have occurred and be continuing and if an acceleration
      has been declared and not rescinded pursuant to Section 5.02 hereof, the
      Indenture Trustee subject to the provisions of Section 10.16 hereof may, and
      shall, at the written direction of the Holders of a majority of the aggregate
      Note Balance of the Notes, do one or more of the following (subject to Section
      5.05 hereof):

     

    (i)  institute
      Proceedings in its own name and as trustee of an express trust for the
      collection of all amounts then payable on the Notes or under this Indenture
      with
      respect thereto, whether by declaration or otherwise enforce any judgment
      obtained, and collect from the Issuing Entity and any other obligor upon such
      Notes monies adjudged due;

     

    (ii)  institute
      Proceedings from time to time for the complete or partial foreclosure of this
      Indenture with respect to the Trust Estate;

     

    (iii)  exercise
      any remedies of a secured party under the UCC and take any other appropriate
      action to protect and enforce the rights and remedies of the Indenture Trustee
      and the Holders of the Notes; and

     

    (iv)  sell
      the
      Trust Estate or any portion thereof or rights or interest therein, at one or
      more public or private sales called and conducted in any manner permitted by
      law; provided,
      however,
      that
      the Indenture Trustee may not sell or otherwise liquidate the Trust Estate
      following an Event of Default, unless (A) the Indenture Trustee obtains the
      consent of the Holders of 100% of the aggregate Note Balance of the Notes,
      (B)
      the proceeds of such sale or liquidation distributable to the Holders of the
      Notes are sufficient to discharge in full all amounts then due and unpaid upon
      such Notes for principal and interest or (C) the Indenture Trustee determines
      that the Mortgage Loans will not continue to provide sufficient funds for the
      payment of principal of and interest on the applicable Notes as they would
      have
      become due if the Notes had not been declared due and payable, and the Indenture
      Trustee obtains the consent of the Holders of a majority of the aggregate Note
      Balance of the Notes. In determining such sufficiency or insufficiency with
      respect to clause (B) and (C), the Indenture Trustee may, but need not, obtain
      and rely upon written advice or an opinion (obtained at the expense of the
      Trust) of an Independent investment banking or accounting firm of national
      reputation as to the feasibility of such proposed action and as to the
      sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing,
      so long as a Servicer Event of Default has not occurred, any sale of the Trust
      Estate shall be made subject to the continued servicing of the Mortgage Loans
      by
      the Servicer as provided in the Servicing Agreement.

     

    (b)  If
      the
      Indenture Trustee collects any money or property pursuant to this Article V,
      it
      shall pay out the money or property in the following order:

     

    (i)  to
      the
      Indenture Trustee and the Owner Trustee for amounts due under Section 6.07
      hereof and to the Owner Trustee for amounts due pursuant to Article VII of
      the
      Trust Agreement;

     

    (ii)  to
      the
      Noteholders for amounts due and unpaid on the Notes (including Interest
      Carryforward Amount but not including any Basis Risk Shortfalls) with respect
      to
      interest, first, concurrently, to the Holders of each Class of Class A Notes,
      on
      a pro
      rata
      basis
      based on the entitlement of each such Class, second, to the Holders of the
      Class
      M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders
      of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth,
      to
      the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6
      Notes, eighth, to the Holders of the Class M-7 Notes, ninth to the Holders
      of
      the Class M-8 Notes and tenth, to the Holders of the Class M-9 Notes according
      to the amounts due and payable on the Notes for interest;

     

    (iii)  to
      the
      Noteholders for amounts due and unpaid on the Notes with respect to principal,
      first, concurrently, to the Holders of each Class of Class A Notes, on a
pro
      rata
      basis
      based on the Note Balance of each such Class, second, to the Holders of the
      Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the
      Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes,
      sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the
      Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the
      Holders of the Class M-8 Notes and tenth, to the Holders of the Class M-9 Notes
      according to the amounts due and payable on the Notes for interest according
      to
      the amounts due and payable on such Notes for principal, in each case, until
      the
      Note Balance of each such Class is reduced to zero;

     

    (iv)  to
      the
      Noteholders for the amount of any related Allocated Realized Loss Amount and
      Deferred Interest not previously paid, first, to the Holders of the Class M-1
      Notes, second, to the Holders of the Class M-2 Notes, third, to the Holders
      of
      the Class M-3 Notes, fourth, to the Holders of the Class M-4 Notes, fifth,
      to
      the Holders of the Class M-5 Notes, sixth, to the Holders of the Class M-6
      Notes, seventh, to the Holders of the Class M-7 Notes, eighth, to the Holders
      of
      the Class M-8 Notes and tenth, to the Holders of the Class M-9
      Notes;

     

    (v)  to
      the
      Noteholders for amounts due and unpaid on the Notes with respect to any related
      Basis Risk Shortfalls, first, concurrently, to the Holders of each Class of
      Class A Notes, on a pro
      rata
      basis
      based on the Basis Risk Shortfalls for each such Class, second, to the Holders
      of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth,
      to
      the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4
      Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders
      of
      the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth,
      to
      the Holders of the Class M-8 Notes and tenth, to the Holders of the Class M-9
      Notes according to the amounts due and payable on the Notes with respect
      thereto, from amounts available in the Trust Estate for the Noteholders;
      and

     

    (vi)  to
      the
      payment of the remainder, if any to the Certificate Paying Agent on behalf
      of
      the Issuing Entity or to any other person legally entitled thereto.

     

    The
      Indenture Trustee may fix a record date and Payment Date for any payment to
      Noteholders pursuant to this Section 5.04. At least 15 days before such record
      date, the Indenture Trustee shall mail to each Noteholder a notice that states
      the record date, the Payment Date and the amount to be paid.

     

    Section
      5.05.  Optional
      Preservation of the Trust Estate.
      If the
      Notes have been declared to be due and payable under Section 5.02 following
      an
      Event of Default and such declaration and its consequences have not been
      rescinded and annulled, the Indenture Trustee may elect to take and maintain
      possession of the Trust Estate. It is the desire of the parties hereto and
      the
      Noteholders that there be at all times sufficient funds for the payment of
      principal of and interest on the Notes and other obligations of the Issuing
      Entity and the Indenture Trustee shall take such desire into account when
      determining whether or not to take and maintain possession of the Trust Estate.
      In determining whether and how to take and maintain possession of the Trust
      Estate, the Indenture Trustee may, but need not, obtain and rely upon the
      written advice or an opinion of an Independent investment banking or accounting
      firm of national reputation as to the feasibility of such proposed action and
      as
      to the sufficiency of the Trust Estate for such purpose.

     

    Section
      5.06.  Limitation
      of Suits.
      No
      Holder of any Note shall have any right to institute any Proceeding, judicial
      or
      otherwise, with respect to this Indenture, or for the appointment of a receiver
      or trustee, or for any other remedy hereunder, unless and subject to the
      provisions of Section 10.16 hereof

     

    (i)  such
      Holder has previously given written notice to the Indenture Trustee of a
      continuing Event of Default;

     

    (ii)  the
      Holders of not less than 25% of the aggregate Note Balance of the Notes have
      made a written request to the Indenture Trustee to institute such Proceeding
      in
      respect of such Event of Default in its own name as Indenture Trustee
      hereunder;

     

    (iii)  such
      Holder or Holders have offered to the Indenture Trustee indemnity reasonably
      satisfactory to it against the costs, expenses and liabilities to be incurred
      in
      complying with such request;

     

    (iv)  the
      Indenture Trustee for 60 days after its receipt of such notice of request and
      offer of indemnity has failed to institute such Proceedings; and

     

    (v)  no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60-day period by the Holders of a majority of the Note
      Balances of the Notes.

     

    It
      is
      understood and intended that no one or more Holders of Notes shall have any
      right in any manner whatever by virtue of, or by availing of, any provision
      of
      this Indenture to affect, disturb or prejudice the rights of any other Holders
      of Notes or to obtain or to seek to obtain priority or preference over any
      other
      Holders or to enforce any right under this Indenture, except in the manner
      herein provided.

     

    Section
      5.07.  Unconditional
      Rights of Noteholders To Receive Principal and Interest.

     

    Notwithstanding
      any other provisions in this Indenture, the Holder of any Note shall have the
      right, which is absolute and unconditional, to receive payment of the principal
      of and interest, if any, on such Note on or after the respective due dates
      thereof expressed in such Note or in this Indenture and to institute suit for
      the enforcement of any such payment, and such right shall not be impaired
      without the consent of such Holder.

     

    Section
      5.08.  Restoration
      of Rights and Remedies.
      If the
      Indenture Trustee or any Noteholder has instituted any Proceeding to enforce
      any
      right or remedy under this Indenture and such Proceeding has been discontinued
      or abandoned for any reason or has been determined adversely to the Indenture
      Trustee or to such Noteholder, then and in every such case the Issuing Entity,
      the Indenture Trustee and the Noteholders shall, subject to any determination
      in
      such Proceeding, be restored severally and respectively to their former
      positions hereunder, and thereafter all rights and remedies of the Indenture
      Trustee and the Noteholders shall continue as though no such Proceeding had
      been
      instituted.

     

    Section
      5.09.  Rights
      and Remedies Cumulative.
      No
      right or remedy herein conferred upon or reserved to the Indenture Trustee
      or to
      the Noteholders is intended to be exclusive of any other right or remedy, and
      every right and remedy shall, to the extent permitted by law, be cumulative
      and
      in addition to every other right and remedy given hereunder or now or hereafter
      existing at law or in equity or otherwise. The assertion or employment of any
      right or remedy hereunder, or otherwise, shall not prevent the concurrent
      assertion or employment of any other appropriate right or remedy.

     

    Section
      5.10.  Delay
      or Omission Not a Waiver.
      No
      delay or omission of the Indenture Trustee or any Holder of any Note to exercise
      any right or remedy accruing upon any Event of Default shall impair any such
      right or remedy or constitute a waiver of any such Event of Default or an
      acquiescence therein. Every right and remedy given by this Article V or by
      law
      to the Indenture Trustee or to the Noteholders may be exercised from time to
      time, and as often as may be deemed expedient, by the Indenture Trustee or
      by
      the Noteholders, as the case may be.

     

    Section
      5.11.  Control
      By Noteholders.  The
      Holders of a majority of the aggregate Note Balance of Notes shall have the
      right to direct the time, method and place of conducting any Proceeding for
      any
      remedy available to the Indenture Trustee with respect to the Notes or
      exercising any trust or power conferred on the Indenture Trustee; provided
      that:

     

    (i)  such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (ii)  any
      direction to the Indenture Trustee to sell or liquidate the Trust Estate shall
      be by Holders of Notes representing not less than 100% of the Note Balances
      of
      the Notes;

     

    (iii)  the
      Indenture Trustee has been provided with indemnity satisfactory to it;
      and

     

    (iv)  the
      Indenture Trustee may take any other action deemed proper by the Indenture
      Trustee that is not inconsistent with such direction of the Holders of Notes
      representing a majority of the Note Balances of the Notes.

     

    Notwithstanding
      the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee
      need not take any action that it determines might involve it in
      liability.

     

    Section
      5.12.  Waiver
      of Past Defaults.  Prior
      to the declaration of the acceleration of the maturity of the Notes as provided
      in Section 5.02 hereof, the Holders of Notes representing not less than a
      majority of the aggregate Note Balance of the Notes may waive any past Event
      of
      Default and its consequences except an Event of Default (a) with respect to
      payment of principal of or interest on any of the Notes or (b) in respect of
      a
      covenant or provision hereof which cannot be modified or amended without the
      consent of the Holder of each Note. In the case of any such waiver, the Issuing
      Entity, the Indenture Trustee and the Holders of the Notes shall be restored
      to
      their former positions and rights hereunder, respectively, but no such waiver
      shall extend to any subsequent or other Event of Default or impair any right
      consequent thereto.

     

    Upon
      any
      such waiver, any Event of Default arising therefrom shall be deemed to have
      been
      cured and not to have occurred, for every purpose of this Indenture; but no
      such
      waiver shall extend to any subsequent or other Event of Default or impair any
      right consequent thereto.

     

    Section
      5.13.  Undertaking
      for Costs.
      All
      parties to this Indenture agree, and each Holder of any Note and each Beneficial
      Owner of any interest therein by such Holder’s or Beneficial Owner’s acceptance
      thereof shall be deemed to have agreed, that any court may in its discretion
      require, in any suit for the enforcement of any right or remedy under this
      Indenture, or in any suit against the Indenture Trustee for any action taken,
      suffered or omitted by it as Indenture Trustee, the filing by any party litigant
      in such suit of an undertaking to pay the costs of such suit, and that such
      court may in its discretion assess reasonable costs, including reasonable
      attorneys’ fees, against any party litigant in such suit, having due regard to
      the merits and good faith of the claims or defenses made by such party litigant;
      but the provisions of this Section 5.13 shall not apply to (a) any suit
      instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder,
      or group of Noteholders, in each case holding in the aggregate more than 10%
      of
      the Note Balances of the Notes or (c) any suit instituted by any Noteholder
      for
      the enforcement of the payment of principal of or interest on any Note on or
      after the respective due dates expressed in such Note and in this
      Indenture.

     

    Section
      5.14.  Waiver
      of Stay or Extension Laws.
      The
      Issuing Entity covenants (to the extent that it may lawfully do so) that it
      will
      not at any time insist upon, or plead or in any manner whatsoever, claim or
      take
      the benefit or advantage of, any stay or extension law wherever enacted, now
      or
      at any time hereafter in force, that may affect the covenants or the performance
      of this Indenture; and the Issuing Entity (to the extent that it may lawfully
      do
      so) hereby expressly waives all benefit or advantage of any such law, and
      covenants that it shall not hinder, delay or impede the execution of any power
      herein granted to the Indenture Trustee, but will suffer and permit the
      execution of every such power as though no such law had been
      enacted.

     

    Section
      5.15.  Sale
      of Trust Estate.

     

    (a)  The
      power
      to effect any sale or other disposition (a “Sale”) of any portion of the Trust
      Estate pursuant to Section 5.04 hereof is expressly subject to the provisions
      of
      Section 5.05 hereof and this Section 5.15. The power to effect any such Sale
      shall not be exhausted by any one or more Sales as to any portion of the Trust
      Estate remaining unsold, but shall continue unimpaired until the entire Trust
      Estate shall have been sold or all amounts payable on the Notes and under this
      Indenture shall have been paid. The Indenture Trustee may from time to time
      postpone any public Sale by public announcement made at the time and place
      of
      such Sale. The Indenture Trustee hereby expressly waives its right to any amount
      fixed by law as compensation for any Sale.

     

    (b)  The
      Indenture Trustee shall not in any private Sale sell the Trust Estate, or any
      portion thereof, unless

     

    (i)  the
      Holders of all Notes consent to or direct the Indenture Trustee to make, such
      Sale, or

     

    (ii)  the
      proceeds of such Sale would be not less than the entire amount which would
      be
      payable to the Noteholders under the Notes, in full payment thereof in
      accordance with Section 5.02 hereof, on the Payment Date next succeeding the
      date of such Sale, or

     

    (iii)  the
      Indenture Trustee determines that the conditions for retention of the Trust
      Estate set forth in Section 5.05 hereof cannot be satisfied (in making any
      determination under this Section 5.15, the Indenture Trustee may rely upon
      written advice or an opinion of an Independent investment banking firm obtained
      and delivered as provided in Section 5.05 hereof), the Holders of Notes
      representing at least 100% of the Note Balances of the Notes consent to such
      Sale.

     

    The
      purchase by the Indenture Trustee of all or any portion of the Trust Estate
      at a
      private Sale shall not be deemed a Sale or other disposition thereof for
      purposes of this Section 5.15(b).

     

    (c)  [Reserved].

     

    (d)  In
      connection with a Sale of all or any portion of the Trust Estate,

     

    (i)  any
      Holder or Holders of Notes may bid for and purchase the property offered for
      sale, and upon compliance with the terms of sale may hold, retain and possess
      and dispose of such property, without further accountability, and may, in paying
      the purchase money therefor, deliver any Notes or claims for interest thereon
      in
      lieu of cash up to the amount which shall, upon distribution of the net proceeds
      of such sale, be payable thereon, and such Notes, in case the amounts so payable
      thereon shall be less than the amount due thereon, shall be returned to the
      Holders thereof after being appropriately stamped to show such partial
      payment;

     

    (ii)  the
      Indenture Trustee, may bid for and acquire the property offered for Sale in
      connection with any Sale thereof, and, subject to any requirements of, and
      to
      the extent permitted by, applicable law in connection therewith, may purchase
      all or any portion of the Trust Estate in a private sale, and, in lieu of paying
      cash therefor, may make settlement for the purchase price by crediting the
      gross
      Sale price against the sum of (A) the amount which would be payable to the
      Holders of the Notes and Holders of Certificates on the Payment Date next
      succeeding the date of such Sale and (B) the expenses of the Sale and of any
      Proceedings in connection therewith which are reimbursable to it, without being
      required to produce the Notes in order to complete any such Sale or in order
      for
      the net Sale price to be credited against such Notes, and any property so
      acquired by the Indenture Trustee shall be held and dealt with by it in
      accordance with the provisions of this Indenture;

     

    (iii)  the
      Indenture Trustee shall execute and deliver an appropriate instrument of
      conveyance, prepared by the Issuing Entity and satisfactory to the Indenture
      Trustee, transferring its interest in any portion of the Trust Estate in
      connection with a Sale thereof;

     

    (iv)  the
      Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact
      of the Issuing Entity to transfer and convey its interest in any portion of
      the
      Trust Estate in connection with a Sale thereof, and to take all action necessary
      to effect such Sale; and

     

    (v)  no
      purchaser or transferee at such a Sale shall be bound to ascertain the Indenture
      Trustee’s authority, inquire into the satisfaction of any conditions precedent
      or see to the application of any monies.

     

    Section
      5.16.  Action
      on Notes.
      The
      Indenture Trustee’s right to seek and recover judgment on the Notes or under
      this Indenture shall not be affected by the seeking, obtaining or application
      of
      any other relief under or with respect to this Indenture. Neither the lien
      of
      this Indenture nor any rights or remedies of the Indenture Trustee or the
      Noteholders shall be impaired by the recovery of any judgment by the Indenture
      Trustee against the Issuing Entity or by the levy of any execution under such
      judgment upon any portion of the Trust Estate or upon any of the assets of
      the
      Issuing Entity. Any money or property collected by the Indenture Trustee shall
      be applied in accordance with Section 5.04(b) hereof.

     

    Section
      5.17.  Performance
      and Enforcement of Certain Obligations.

     

    (a)  Promptly
      following a request from the Indenture Trustee to do so, the Issuing Entity
      in
      its capacity as holder of the Mortgage Loans, shall take all such lawful action
      as the Indenture Trustee may request to cause the Issuing Entity to compel
      or
      secure the performance and observance by the Seller, NC Capital and the
      Servicer, as applicable, of each of their obligations to the Issuing Entity
      under or in connection with the Mortgage Loan Purchase Agreement and the
      Servicing Agreement, and to exercise any and all rights, remedies, powers and
      privileges lawfully available to the Issuing Entity under or in connection
      with
      the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent
      and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage
      Loans, including the transmission of notices of default on the part of the
      Seller, NC Capital or the Servicer thereunder and the institution of legal
      or
      administrative actions or proceedings to compel or secure performance by the
      Seller, NC Capital or the Servicer of each of their obligations under the
      Mortgage Loan Purchase Agreement and the Servicing Agreement.

     

    (b)  The
      Indenture Trustee, as pledgee of the Mortgage Loans, may, and at the direction
      (which direction shall be in writing or by telephone (confirmed in writing
      promptly thereafter)) of the Holders of 66-2/3% of the Note Balances of the
      Notes, shall exercise all rights, remedies, powers, privileges and claims of
      the
      Issuing Entity against the Seller, NC Capital or the Servicer under or in
      connection with the Mortgage Loan Purchase Agreement and the Servicing
      Agreement, including the right or power to take any action to compel or secure
      performance or observance by the Seller, NC Capital or the Servicer, as the
      case
      may be, of each of their obligations to the Issuing Entity thereunder and to
      give any consent, request, notice, direction, approval, extension or waiver
      under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as
      the
      case may be, and any right of the Issuing Entity to take such action shall
      not
      be suspended.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      VI


    THE
      INDENTURE TRUSTEE

     

    Section
      6.01.  Duties
      of Indenture Trustee.

     

    (a)  If
      an
      Event of Default has occurred and is continuing, the Indenture Trustee shall
      exercise the rights and powers vested in it by this Indenture and use the same
      degree of care and skill in their exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own
      affairs.

     

    (b)  Except
      during the continuance of an Event of Default:

     

    (i)  the
      Indenture Trustee undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Indenture and no implied covenants or obligations
      shall be read into this Indenture against the Indenture Trustee;
      and

     

    (ii)  in
      the
      absence of bad faith on its part, the Indenture Trustee may conclusively rely,
      as to the truth of the statements and the correctness of the opinions expressed
      therein, upon certificates or opinions furnished to the Indenture Trustee and
      conforming to the requirements of this Indenture; however, the Indenture Trustee
      shall examine the certificates and opinions to determine whether or not they
      conform to the requirements of this Indenture.

     

    (c)  The
      Indenture Trustee may not be relieved from liability for its own negligent
      action, its own negligent failure to act or its own willful misconduct, except
      that:

     

    (i)  this
      paragraph does not limit the effect of paragraph (b) of this Section
      6.01;

     

    (ii)  the
      Indenture Trustee shall not be liable for any error of judgment made in good
      faith by a Responsible Officer unless it is proved that the Indenture Trustee
      was negligent in ascertaining the pertinent facts; and

     

    (iii)  the
      Indenture Trustee shall not be liable with respect to any action it takes or
      omits to take in good faith in accordance with a direction received by it from
      Noteholders or from the Issuing Entity, which they are entitled to give under
      the Basic Documents.

     

    (d)  The
      Indenture Trustee shall not be liable for interest on any money received by
      it.

     

    (e)  Money
      held in trust by the Indenture Trustee need not be segregated from other trust
      funds except to the extent required by law or the terms of this Indenture or
      the
      Trust Agreement.

     

    (f)  No
      provision of this Indenture shall require the Indenture Trustee to expend or
      risk its own funds or otherwise incur financial liability in the performance
      of
      any of its duties hereunder or in the exercise of any of its rights or powers,
      if it shall have reasonable grounds to believe that repayment of such funds
      or
      indemnity satisfactory to it against such risk or liability is not reasonably
      assured to it.

     

    (g)  Every
      provision of this Indenture relating to the conduct or affecting the liability
      of or affording protection to the Indenture Trustee shall be subject to the
      provisions of this Section and to the provisions of the TIA.

     

    (h)  The
      Indenture Trustee shall act in accordance with Sections 6.03 of the Servicing
      Agreement and shall act as successor to the Servicer or appoint a successor
      Servicer in accordance with Section 6.02 of the Servicing
      Agreement.

     

    (i)  To
      help
      fight the funding of terrorism and money laundering activities, the Trustee
      will
      obtain, verify, and record information that identifies individuals or entities
      that establish a relationship or open an account with the Trustee. The Trustee
      will ask for the name, address, tax identification number and other information
      that will allow the Trustee to identify the individual or entity who is
      establishing the relationship or opening the account. The Trustee may also
      ask
      for formation documents such as articles of incorporation, an offering
      memorandum, or other identifying documents to be provided.

     

    (j)  The
      Indenture Trustee shall, at the written direction of the Depositor, enforce
      all
      of its rights and exercise any remedies under the Interest Rate Swap Agreement.
      In the event the Interest Rate Swap Agreement is terminated as a result of
      the
      designation by either party thereto of an Early Termination Date (as defined
      therein), the Indenture Trustee shall, at the direction of the Depositor,
      appoint a replacement counterparty to enter into a replacement swap agreement.
      The Indenture Trustee shall have no responsibility with regard to the selection
      of a replacement swap provider or the negotiation of a replacement swap
      agreement. Any Swap Termination Payment received by the Indenture Trustee shall
      be part of the available Payment Amount and shall be used to make any upfront
      payment required under a replacement swap agreement and any upfront payment
      received from the counterparty to a replacement swap agreement shall be used
      to
      pay any Swap Termination Payment owed to the Swap Provider.

     

    Section
      6.02.  Rights
      of Indenture Trustee.

     

    (a)  The
      Indenture Trustee may conclusively rely on, and shall be fully protected from
      acting or refraining from acting upon, any document believed by it to be genuine
      and to have been signed or presented by the proper person. The Indenture Trustee
      need not investigate any fact or matter stated in the document.

     

    (b)  Before
      the Indenture Trustee acts or refrains from acting, it may require an Officer’s
      Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable
      for any action it takes or omits to take in good faith in reliance on an
      Officer’s Certificate or Opinion of Counsel.

     

    (c)  The
      Indenture Trustee shall not be liable for any action it takes or omits to take
      in good faith which it believes to be authorized or within its rights or powers;
      provided,
      however,
      that
      the Indenture Trustee’s conduct does not constitute willful misconduct,
      negligence or bad faith.

     

    (d)  The
      Indenture Trustee may consult with counsel, and the advice or Opinion of Counsel
      with respect to legal matters relating to the Basic Documents and the Notes
      shall be full and complete authorization and protection from liability in
      respect to any action taken, omitted or suffered by it hereunder or in
      connection herewith in good faith and in accordance with the advice or opinion
      of such counsel.

     

    (e)  The
      Indenture Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder, either directly or by or through agents, attorneys,
      custodians or nominees appointed with due care, and shall not be responsible
      for
      any willful misconduct or negligence on the part of any agent, attorney,
      custodian or nominee so appointed.

     

    (f)  The
      Indenture Trustee or its Affiliates are permitted to receive additional
      compensation that could be deemed to be in the Indenture Trustee’s economic
      self-interest for (i) serving as investment adviser, administrator, shareholder,
      servicing agent, custodian or sub-custodian with respect to certain of the
      Permitted Investments, (ii) using Affiliates to effect transactions in certain
      Permitted Investments and (iii) effecting transactions in certain Permitted
      Investments. Such compensation shall not be considered an amount that is
      reimbursable or payable to the Indenture Trustee (i) as part of the Indenture
      Trustee Fee, (ii) pursuant to Sections 3.05(d), 3.05(h), 5.04(b), 6.07 or
      8.02(c) hereunder or (iii) out of the Available Payment Amount.

     

    Section
      6.03.  Individual
      Rights of Indenture Trustee.
      The
      Indenture Trustee in its individual or any other capacity may become the owner
      or pledgee of Notes and may otherwise deal with the Issuing Entity or its
      Affiliates with the same rights it would have if it were not Indenture Trustee,
      subject to the requirements of the Trust Indenture Act. Any Note Registrar,
      co-registrar or co-paying agent may do the same with like rights. However,
      the
      Indenture Trustee must comply with Sections 6.11 and 6.12 hereof.

     

    Section
      6.04.  Indenture
      Trustee’s Disclaimer.
      The
      Indenture Trustee shall not be responsible for and makes no representation
      as to
      the validity or adequacy of this Indenture or the Notes, it shall not be
      accountable for the Issuing Entity’s use of the proceeds from the Notes, and it
      shall not be responsible for any statement of the Issuing Entity in the
      Indenture or in any document issued in connection with the sale of the Notes
      or
      in the Notes other than the Indenture Trustee’s certificate of
      authentication. 

     

    Section
      6.05.  Notice
      of Event of Default.
      Subject
      to Section 5.01, the Indenture Trustee shall promptly mail to each Noteholder
      notice of the Event of Default after it is actually known to a Responsible
      Officer
      of
      the Indenture Trustee, unless such Event of Default shall have been waived
      or
      cured. Except in the case of an Event of Default in payment of principal of
      or
      interest on any Note, the Indenture Trustee may withhold the notice if and
      so
      long as it in good faith determines that withholding the notice is in the
      interests of Noteholders.

     

    Section
      6.06.  Reports
      by Indenture Trustee to Holders and Tax Administration.

     

    The
      Indenture Trustee shall deliver to each Noteholder such information as may
      be
      required to enable such holder to prepare its federal and state income tax
      returns. The Indenture Trustee shall prepare and file (or cause to be prepared
      and filed), on behalf of the Owner Trustee or the Issuing Entity, all tax
      returns (if any) and information reports, tax elections and such annual or
      other
      reports of the Issuing Entity as are necessary for preparation of tax returns
      and information reports as provided in Section 5.03 of the Trust Agreement,
      including without limitation Form 1099. All tax returns and information reports
      shall be signed by the Owner Trustee as provided in Section 5.03 of the Trust
      Agreement.

     

    Section
      6.07.  Compensation
      and Indemnity.  The
      Indenture Trustee shall withdraw from the Payment Account on each Payment Date
      and pay to itself the Indenture Trustee Fee. The Indenture Trustee’s
      compensation shall not be limited by any law on compensation of a trustee of
      an
      express trust. In addition, the Indenture Trustee shall withdraw from the
      Payment Account on each Payment Date and pay to the Owner Trustee the Owner
      Trustee Fee and its Expenses.

     

    The
      Issuing Entity shall reimburse the Indenture Trustee and the Owner Trustee
      for
      all reasonable out-of-pocket expenses incurred or made by it, including costs
      of
      collection, in addition to compensation for its services. Such expenses shall
      include reasonable compensation and expenses, disbursements and advances of
      the
      Indenture Trustee’s or the Owner Trustee’s agents, counsel, accountants and
      experts. The Issuing Entity shall indemnify the Indenture Trustee and hold
      it
      harmless against any and all claim, tax, penalty, loss, liability or expense
      (including attorneys’ fees and expenses) of any kind whatsoever incurred by it
      in connection with the administration of this Trust and the performance of
      its
      duties under any of the Basic Documents. The Indenture Trustee shall notify
      the
      Issuing Entity promptly of any claim for which it may seek indemnity. Failure
      by
      the Indenture Trustee to so notify the Issuing Entity shall not relieve the
      Issuing Entity of its obligations hereunder. The Issuing Entity shall defend
      any
      such claim, and the Indenture Trustee may have separate counsel and the Issuing
      Entity shall pay the fees and expenses of such counsel. The Issuing Entity
      is
      not obligated to reimburse any expense or indemnify against any loss, liability
      or expense incurred by the Indenture Trustee through the Indenture Trustee’s own
      willful misconduct, negligence or bad faith.

     

    The
      Issuing Entity’s payment obligations to the Indenture Trustee and the Owner
      Trustee pursuant to this Section 6.07 shall survive the discharge of this
      Indenture and the termination or resignation of the Indenture Trustee. When
      the
      Indenture Trustee or the Owner Trustee incurs expenses after the occurrence
      of
      an Event of Default with respect to the Issuing Entity, the expenses are
      intended to constitute expenses of administration under Title 11 of the United
      States Code or any other applicable federal or state bankruptcy, insolvency
      or
      similar law.

     

    Section
      6.08.  Replacement
      of Indenture Trustee.
      No
      resignation or removal of the Indenture Trustee and no appointment of a
      successor Indenture Trustee shall become effective until the acceptance of
      appointment by the successor Indenture Trustee pursuant to this Section 6.08.
      The Indenture Trustee may resign at any time by so notifying the Issuing Entity.
      Holders of a majority of Note Balances of the Notes may remove the Indenture
      Trustee by so notifying the Indenture Trustee and may appoint a successor
      Indenture Trustee. The Issuing Entity shall, remove the Indenture Trustee
      if:

     

    (i)  the
      Indenture Trustee fails to comply with Section 6.11 hereof;

     

    (ii)  the
      Indenture Trustee is adjudged a bankrupt or insolvent;

     

    (iii)  a
      receiver or other public officer takes charge of the Indenture Trustee or its
      property; or

     

    (iv)  the
      Indenture Trustee otherwise becomes incapable of acting.

     

    If
      the
      Indenture Trustee resigns or is removed or if a vacancy exists in the office
      of
      the Indenture Trustee for any reason (the Indenture Trustee in such event being
      referred to herein as the retiring Indenture Trustee), the Issuing Entity shall,
      promptly appoint a successor Indenture Trustee.

     

    A
      successor Indenture Trustee shall deliver a written acceptance of its
      appointment to the retiring Indenture Trustee and to the Issuing Entity.
      Thereupon, the resignation or removal of the retiring Indenture Trustee shall
      become effective, and the successor Indenture Trustee shall have all the rights,
      powers and duties of the Indenture Trustee under this Indenture. The successor
      Indenture Trustee shall mail a notice of its succession to Noteholders. The
      retiring Indenture Trustee shall promptly transfer all property held by it
      as
      Indenture Trustee to the successor Indenture Trustee.

     

    If
      a
      successor Indenture Trustee does not take office within 30 days after the
      retiring Indenture Trustee resigns or is removed, the retiring Indenture
      Trustee, the Issuing Entity or the Holders of a majority of Note Balances of
      the
      Notes may petition any court of competent jurisdiction for the appointment
      of a
      successor Indenture Trustee.

     

    Notwithstanding
      the replacement of the Indenture Trustee pursuant to this Section, the Issuing
      Entity’s obligations under Section 6.07 shall continue for the benefit of
      the retiring Indenture Trustee.

     

    Section
      6.09.  Successor
      Indenture Trustee by Merger.
      If the
      Indenture Trustee consolidates with, merges or converts into, or transfers
      all
      or substantially all of its corporate trust business or assets to, another
      corporation or banking association, the resulting, surviving or transferee
      corporation, without any further act, shall be the successor Indenture Trustee;
      provided, that such corporation or banking association shall be otherwise
      qualified and eligible under Section 6.11 hereof. The Indenture Trustee shall
      provide the Rating Agencies with prior written notice of any such
      transaction.

     

    If
      at the
      time such successor or successors by merger, conversion or consolidation to
      the
      Indenture Trustee shall succeed to the trusts created by this Indenture and
      any
      of the Notes shall have been authenticated but not delivered, any such successor
      to the Indenture Trustee may adopt the certificate of authentication of any
      predecessor trustee and deliver such Notes so authenticated; and if at that
      time
      any of the Notes shall not have been authenticated, any successor to the
      Indenture Trustee may authenticate such Notes either in the name of any
      predecessor hereunder or in the name of the successor to the Indenture Trustee;
      and in all such cases such certificates shall have the full force which it
      is in
      the Notes or in this Indenture provided that the certificate of the Indenture
      Trustee shall have.

     

    Section
      6.10.  Appointment
      of Co-Indenture Trustee or Separate Indenture Trustee.

     

    (a)  Notwithstanding
      any other provisions of this Indenture, at any time, for the purpose of meeting
      any legal requirement of any jurisdiction in which any part of the Trust Estate
      may at the time be located, the Indenture Trustee shall have the power and
      may
      execute and deliver all instruments to appoint one or more Persons to act as
      a
      co-trustee or co-trustees, or separate trustee or separate trustees, of all
      or
      any part of the Trust Estate, and to vest in such Person or Persons, in such
      capacity and for the benefit of the Noteholders, such title to the Trust Estate,
      or any part hereof, and, subject to the other provisions of this Section, such
      powers, duties, obligations, rights and trusts as the Indenture Trustee may
      consider necessary or desirable. No co-trustee or separate trustee hereunder
      shall be required to meet the terms of eligibility as a successor trustee under
      Section 6.11 hereof.

     

    (b)  Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i)  all
      rights, powers, duties and obligations conferred or imposed upon the Indenture
      Trustee shall be conferred or imposed upon and exercised or performed by the
      Indenture Trustee and such separate trustee or co-trustee jointly (it being
      understood that such separate trustee or co-trustee is not authorized to act
      separately without the Indenture Trustee joining in such act), except to the
      extent that under any law of any jurisdiction in which any particular act or
      acts are to be performed the Indenture Trustee shall be incompetent or
      unqualified to perform such act or acts, in which event such rights, powers,
      duties and obligations (including the holding of title to the Trust Estate
      or
      any portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of
      the Indenture Trustee;

     

    (ii)  no
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder; and

     

    (iii)  the
      Indenture Trustee may at any time accept the resignation of or remove any
      separate trustee or co-trustee.

     

    (c)  Any
      notice, request or other writing given to the Indenture Trustee shall be deemed
      to have been given to each of the then separate trustees and co-trustees, as
      effectively as if given to each of them. Every instrument appointing any
      separate trustee or co-trustee shall refer to this Indenture and the conditions
      of this Article VI. Each separate trustee and co-trustee, upon its acceptance
      of
      the trusts conferred, shall be vested with the estates or property specified
      in
      its instrument of appointment, either jointly with the Indenture Trustee or
      separately, as may be provided therein, subject to all the provisions of this
      Indenture, specifically including every provision of this Indenture relating
      to
      the conduct of, affecting the liability of, or affording protection to, the
      Indenture Trustee. Every such instrument shall be filed with the Indenture
      Trustee.

     

    (d)  Any
      separate trustee or co-trustee may at any time constitute the Indenture Trustee,
      its agent or attorney-in-fact with full power and authority, to the extent
      not
      prohibited by law, to do any lawful act under or in respect of this Indenture
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Indenture Trustee, to the extent permitted by law, without the appointment
      of a
      new or successor trustee.

     

    Section
      6.11.  Eligibility;
      Disqualification.  The
      Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a).
      The Indenture Trustee shall have a combined capital and surplus of at least
      $50,000,000 as set forth in its most recent published annual report of condition
      and it or its parent shall have a long-term debt rating of “Baa3” or better by
      Moody’s and “BBB” or better by S&P and Fitch. The Indenture Trustee shall
      comply with TIA § 310(b), including the optional provision permitted by the
      second sentence of TIA § 310(b)(9); provided,
      however,
      that
      there shall be excluded from the operation of TIA § 310(b)(1) any indenture or
      indentures under which other securities of the Issuing Entity are outstanding
      if
      the requirements for such exclusion set forth in TIA § 310(b)(1) are
      met.

     

    Section
      6.12.  Preferential
      Collection of Claims Against Issuing Entity.
      The
      Indenture Trustee shall comply with TIA § 311(a), excluding any creditor
      relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or
      been removed shall be subject to TIA § 311(a) to the extent
      indicated.

     

    Section
      6.13.  Representations
      and Warranties.  The
      Indenture Trustee hereby represents that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States.

     

    (ii)  The
      execution and delivery of this Indenture by it, and the performance and
      compliance with the terms of this Indenture by it, will not violate its charter
      or bylaws.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Indenture has duly authorized the execution, delivery
      and
      performance of this Indenture, and has duly executed and delivered this
      Indenture.

     

    (iv)  This
      Indenture, assuming due authorization, execution and delivery by the Issuing
      Entity, constitutes a valid, legal and binding obligation of it, enforceable
      against it in accordance with the terms hereof, subject to (A) applicable
      bankruptcy, insolvency, receivership, reorganization, moratorium and other
      laws
      affecting the enforcement of creditors’ rights generally, and (B) general
      principles of equity, regardless of whether such enforcement is considered
      in a
      proceeding in equity or at law.

     

    (v)  The
      Indenture Trustee is a “securities intermediary,” as such term is defined in
      Section 8-102(a)(14)(B) of the New York UCC, that in the ordinary course of
      its
      business maintains “securities accounts” for others, as such term is used in
      Section 8-501 of the New York UCC.

     

    (vi)  The
      “securities intermediary’s jurisdiction” as defined in the New York UCC shall be
      the State of New York.

     

    (vii)  The
      Indenture Trustee is not a “clearing corporation”, as such term is defined in
      Section 8-102(a)(5) of the New York UCC.

     

    Section
      6.14.  Directions
      to Indenture Trustee. 
      The Indenture Trustee is hereby directed:

     

    (i)  to
      accept
      the pledge of the Mortgage Loans and hold the assets of the Trust Estate in
      trust for the Noteholders;

     

    (ii)  to
      authenticate and deliver the Notes substantially in the form prescribed by
      Exhibits A-1 through A-13 to this Indenture in accordance with the terms of
      this
      Indenture; and

     

    (iii)  to
      take
      all other actions as shall be required to be taken by the terms of this
      Indenture.

     

    Section
      6.15.  The
      Agents.  The
      provisions of this Indenture relating to the limitations of the Indenture
      Trustee’s liability and to its indemnity, rights and protections shall inure
      also to the Paying Agent and Note Registrar.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      VII


    NOTEHOLDERS’
      LISTS AND REPORTS

     

    Section
      7.01.  Issuing
      Entity To Furnish Indenture Trustee Names and Addresses of
      Noteholders.

     

    The
      Issuing Entity will furnish or cause to be furnished to the Indenture Trustee
      (a) not more than five days after each Record Date, a list, in such form as
      the
      Indenture Trustee may reasonably require, of the names and addresses of the
      Holders of Notes as of such Record Date, (b) at such other times as the
      Indenture Trustee may request in writing, within 30 days after receipt by the
      Issuing Entity of any such request, a list of similar form and content as of
      a
      date not more than 10 days prior to the time such list is furnished;
provided,
      however,
      that so
      long as the Indenture Trustee is the Note Registrar, no such list shall be
      required to be furnished to the Indenture Trustee.

     

    Section
      7.02.  Preservation
      of Information; Communications to Noteholders.

     

    (a)  The
      Indenture Trustee shall preserve, in as current a form as is reasonably
      practicable, the names and addresses of the Holders of Notes contained in the
      most recent list furnished to the Indenture Trustee as provided in Section
      7.01
      hereof and the names and addresses of Holders of Notes received by the Indenture
      Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy
      any
      list furnished to it as provided in such Section 7.01 upon receipt of a new
      list
      so furnished.

     

    (b)  Noteholders
      or Note Owners may communicate pursuant to TIA § 312(b) with other Noteholders
      or Note Owners with respect to their rights under this Indenture or under the
      Notes.

     

    (c)  The
      Issuing Entity, the Indenture Trustee and the Note Registrar shall have the
      protection of TIA § 312(c).

     

    Section
      7.03.  Reports
      of Issuing Entity.

     

    (a)  Subject
      to Section 4.02 of the Servicing Agreement,

     

    (i)  The
      Indenture Trustee shall file with the Commission on behalf of the Issuing
      Entity, with a copy to the Issuing Entity within 15 days before the Issuing
      Entity is required to file the same with the Commission, the annual reports
      and
      the information, documents and other reports (or such portions of any of the
      foregoing as the Commission may from time to time by rules and regulations
      prescribe) that the Issuing Entity may be required to file with the Commission
      pursuant to Section 13 or 15(d) of the Exchange Act;

     

    (ii)  The
      Indenture Trustee shall file with the Commission, on behalf of the Issuing
      Entity, in accordance with rules and regulations prescribed from time to time
      by
      the Commission such additional information, documents and reports with respect
      to compliance by the Issuing Entity with the conditions and covenants of this
      Indenture as may be required from time to time by such rules and regulations;
      and

     

    (iii)  The
      Indenture Trustee shall supply (and the Indenture Trustee shall transmit by
      mail
      to all Noteholders described in TIA § 313(c)) such summaries of any information,
      documents and reports required to be filed by the Issuing Entity pursuant to
      clauses (i) and (ii) of this Section 7.03(a) and by rules and regulations
      prescribed from time to time by the Commission.

     

    (b)  Unless
      the Issuing Entity otherwise determines, the fiscal year of the Issuing Entity
      shall end on December 31st
      of each
      year.

     

    Section
      7.04.  Reports
      by Indenture Trustee.
      If
      required by TIA § 313(a), within 60 days after each January 30th
      beginning with March 31, 2007, the Indenture Trustee shall mail to each
      Noteholder as required by TIA § 313(c) a brief report dated as of such date that
      complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA §
313(b).

     

    A
      copy of
      each report at the time of its mailing to Noteholders shall be filed by the
      Indenture Trustee with the Commission via EDGAR and each stock exchange, if
      any,
      on which the Notes are listed. The Issuing Entity shall notify the Indenture
      Trustee if and when the Notes are listed on any stock exchange.

     

    Section
      7.05.  Statements
      to Noteholders.

     

    (a)  With
      respect to each Payment Date, the Indenture Trustee shall make available via
      the
      Indenture Trustee’s website https://www.tss.db.com/invr or deliver at the
      recipient’s option to each Noteholder and each Certificateholder, the Depositor,
      the Owner Trustee, the Certificate Paying Agent and each Rating Agency, a
      statement setting forth the following information as to the Notes, to the extent
      applicable:

     

    (i)  the
      amount of the payment made on such Payment Date to the Holders of the Notes
      of
      each Class allocable to principal;

     

    (ii)  the
      amount of the payment made on such Payment Date to the Holders of the Notes
      of
      each Class allocable to interest;

     

    (iii)  the
      fees
      and expenses of the Trust accrued and paid on such Payment Date and to whom
      such
      fees and expenses were paid;

     

    (iv)  the
      aggregate amount of P&I Advances for such Payment Date (including the
      general purpose of such P&I Advances);

     

    (v)  the
      aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties
      as of the close of business on such Payment Date by Loan Group and in the
      aggregate;

     

    (vi)  the
      number, aggregate principal balance, weighted average remaining term to maturity
      and weighted average Mortgage Rate of the Mortgage Loans as of the related
      Due
      Date by Loan Group and in the aggregate;

     

    (vii)  the
      number and aggregate unpaid principal balance of Mortgage Loans by Loan Group
      and in the aggregate (a) delinquent 30 to 59 days, (b) delinquent 60 to 89
      days,
      (c) delinquent 90 or more days, in each case, as of the last day of the
      preceding calendar month, (d) as to which foreclosure proceedings have been
      commenced and (e) with respect to which the related Mortgagor has filed for
      protection under applicable bankruptcy laws, with respect to whom bankruptcy
      proceedings are pending or with respect to whom bankruptcy protection is in
      force;

     

    (viii)  with
      respect to any Mortgage Loan that became an REO Property during the preceding
      calendar month, the loan number of such Mortgage Loan and the Stated Principal
      Balance of such Mortgage Loan as of the date it became an REO
      Property;

     

    (ix)  the
      aggregate amount of Principal Prepayments made during the related Prepayment
      Period;

     

    (x)  the
      aggregate amount of Realized Losses incurred during the related Prepayment
      Period by Loan Group and in the aggregate and the aggregate amount of Realized
      Losses incurred since the Closing Date and the aggregate amount of Subsequent
      Recoveries received during the Prepayment Period and the cumulative amount
      of
      Subsequent Recoveries received since the Closing Date;

     

    (xi)  the
      aggregate Note Balance of each Class of Notes, before and after giving effect
      to
      the payments, and allocations of Realized Losses, made on such Payment
      Date;

     

    (xii)  the
      Interest Payment Amount in respect of the Class A Notes and the Mezzanine Notes
      for such Payment Date and the Interest Carry Forward Amount, if any, with
      respect to the Class A Notes and the Mezzanine Notes on such Payment
      Date;

     

    (xiii)  the
      aggregate amount of any Prepayment Interest Shortfall for such Payment Date,
      to
      the extent not covered by payments by the Servicer pursuant to Section 3.24
      of
      the Servicing Agreement;

     

    (xiv)  the
      aggregate amount of Relief Act Interest Shortfalls for such Payment
      Date;

     

    (xv)  the
      Net
      Monthly Excess Cashflow, the Overcollateralized Amount, the
      Overcollateralization Reduction Amount, Overcollateralization Increase Amount,
      the Overcollateralization Target Amount, the Credit Enhancement Percentage
      for
      such Payment Date;

     

    (xvi)  the
      respective Note Rates applicable to the Class A Notes and the Mezzanine Notes
      for such Payment Date and the Note Rate applicable to the Class A Notes and
      the
      Mezzanine Notes for the immediately succeeding Payment Date;

     

    (xvii)  the
      Basis
      Risk Shortfall for the Class A Notes and the Mezzanine Notes, if any, for such
      Payment Date and the amount remaining unpaid after reimbursements therefor
      on
      such Payment Date;

     

    (xviii)  whether
      the Stepdown Date or a Trigger Event is in effect on such Payment Date;


     

    (xix)  the
      Delinquency Percentage and Realized Loss Percentage for such Payment
      Date;

     

    (xx)  the
      amount of Prepayment Charges collected or paid by the Servicer for such Payment
      Date;

     

    (xxi)  the
      total
      cashflows received and the general sources thereof;

     

    (xxii)  the
      amount of any Net Swap Payments or Swap Termination Payments; 

     

    (xxiii)  the
      applicable Record Dates, Interest Accrual Periods and Interest Determination
      Dates for calculating payments for such Payment Date; and

     

    (xxiv)  the
      Significance Percentage for such Payment Date.

     

    Items
      (i)
      and (ii) above shall be presented on the basis of a Note having a $1,000
      denomination. In addition, by January 31st
      of each
      calendar year following any year during which the Notes are outstanding, the
      Indenture Trustee shall furnish a report to each Noteholder of record if so
      requested in writing at any time during each calendar year as to the aggregate
      of amounts reported pursuant to (i) and (ii) with respect to the Notes for
      such
      calendar year.

     

    (b)  The
      Indenture Trustee may conclusively rely upon the Remittance Report provided
      by
      the Servicer pursuant to Section 4.01 of the Servicing Agreement and on the
      amounts furnished to the Indenture Trustee pursuant to the Interest Rate Swap
      Agreement in its preparation of its Statement to Noteholders.

     

    (c)  For
      each
      Payment Date, through and including the Payment Date in December 2006, the
      Indenture Trustee shall calculate the Significance Percentage of the Interest
      Rate Swap Agreement. If on any such Payment Date, the Significance Percentage
      is
      equal to or greater than 9%, the Indenture Trustee shall promptly notify the
      Depositor and the Depositor, on behalf of the Indenture Trustee, shall obtain
      the financial information required to be delivered by the Swap Provider pursuant
      to the terms of the Interest Rate Swap Agreement. If, on any succeeding Payment
      Date through and including the Payment Date in December 2006, the Significance
      Percentage is equal to or greater than 10%, the Indenture Trustee shall promptly
      notify the Depositor and the Depositor shall, within 5 Business Days of such
      Payment Date, deliver to the Indenture Trustee the financial information
      provided to it by the Swap Provider for inclusion in the Form 10-D relating
      to
      such Payment Date.

     

    With
      respect to any Payment Date, for purposes of determining the numerator of the
      fraction that constitutes the Significance Percentage, the interest rate used
      to
      project future amounts payable under the Interest Rate Swap Agreement shall
      be
      equal to the highest rate reflected on the Implied Forwards Curve available
      at
      Bloomberg Financial Markets, L.P. for the remaining term of the Interest Rate
      Swap Agreement plus the percentage equivalent of a fraction, the numerator
      of
      which is 3.00% and the denominator of which is the remaining Payment Dates
      on
      which the Indenture Trustee is entitled to receive payments under the Interest
      Rate Swap Agreement). The discount rate used to determine the net present value
      of the estimated future amounts payable shall be equal to the lowest rate
      reflected on the Implied Forwards Curve. The Indenture Trustee shall obtain
      the
      Implied Forwards Curve from Bloomberg within 15 Business Days of the respective
      Payment Date. To determine the Implied Forwards Curve for such Payment Date,
      the
      Indenture Trustee shall take the following steps on the Bloomberg terminal:
      (1)
      the following keystrokes shall be entered: fwcv <enter>, 27 <enter>,
      3 <enter>; (2) the Forwards shall be set to “1-Mo”; (3) the Intervals
      shall be set to “1-Mo”; and (4) the Points shall be set to equal the remaining
      term of the Interest Rate Swap Agreement in months and the Trustee shall click
      <enter>. For purposes of estimating future amounts payable under the
      Interest Rate Swap Agreement, the accrual period for both the Fixed Amounts
      and
      the Floating Amounts (as defined in the Confirmation) shall be assumed to be
      a
      30-day period in a 360-day year.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      VIII


    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

    Section
      8.01.  Collection
      of Money.
      Except
      as otherwise expressly provided herein, the Indenture Trustee may demand payment
      or delivery of, and shall receive and collect, directly and without intervention
      or assistance of any fiscal agent or other intermediary, all money and other
      property payable to or receivable by the Indenture Trustee pursuant to this
      Indenture. The Indenture Trustee shall apply all such money received by it
      as
      provided in this Indenture. Except as otherwise expressly provided in this
      Indenture, if any default occurs in the making of any payment or performance
      under any agreement or instrument that is part of the Trust Estate, the
      Indenture Trustee may take such action as may be appropriate to enforce such
      payment or performance, including the institution and prosecution of appropriate
      Proceedings. Any such action shall be without prejudice to any right to claim
      a
      Default or Event of Default under this Indenture and any right to proceed
      thereafter as provided in Article V.

     

    Section
      8.02.  Trust
      Accounts.

     

    (a)  On
      or
      prior to the Closing Date, the Issuing Entity shall cause the Indenture Trustee
      to establish and maintain, in the name of the Indenture Trustee, for the benefit
      of the Noteholders, the Payment Account as provided in Section 3.01
      hereof.

     

    (b)  On
      each
      Payment Date, the Indenture Trustee shall pay itself the Indenture Trustee
      Fee
      and any expenses owing to it for such Payment Date and shall pay the Owner
      Trustee the Owner Trustee Fee and its Expenses, and then the Indenture Trustee
      shall pay all remaining amounts on deposit in the Payment Account to the
      Noteholders in respect of the Notes and to such other persons in the order
      of
      priority set forth in Section 3.05 hereof (except as otherwise provided in
      Section 5.04(b) hereof).

     

    (c)  Pursuant
      to Section 3.12 of the Servicing Agreement, funds in the Payment Account shall
      remain uninvested unless the Indenture Trustee is otherwise directed by the
      Servicer in Section 3.10(d) of the Servicing Agreement.

     

    Section
      8.03.  Officer’s
      Certificate.
      The
      Indenture Trustee shall receive at least seven Business Days’ notice when
      requested by the Issuing Entity to take any action pursuant to Section 8.05(a)
      hereof, accompanied by copies of any instruments to be executed, and the
      Indenture Trustee shall also require, as a condition to such action, an
      Officer’s Certificate, in form and substance satisfactory to the Indenture
      Trustee, stating the legal effect of any such action, outlining the steps
      required to complete the same, and concluding that all conditions precedent
      to
      the taking of such action have been complied with.

     

    Section
      8.04.  Termination
      Upon Distribution to Noteholders.
      This
      Indenture and the respective obligations and responsibilities of the Issuing
      Entity and the Indenture Trustee created hereby shall terminate upon the payment
      to Noteholders, the Certificate Paying Agent on behalf of the Owner Trustee,
      the
      Certificateholders and the Indenture Trustee of all amounts required to be
      paid
      pursuant to Article III; provided,
      however,
      that in
      no event shall the trust created hereby continue beyond the expiration of 21
      years from the death of the survivor of the descendants of Joseph P. Kennedy,
      the late ambassador of the United States to the Court of St. James, living
      on
      the date hereof.

     

    Section
      8.05.  Release
      of Trust Estate.

     

    (a)  Subject
      to the payment of its fees and expenses, the Indenture Trustee may, and when
      required by the provisions of this Indenture shall, execute instruments to
      release property from the lien of this Indenture, or convey the Indenture
      Trustee’s interest in the same, in a manner and under circumstances that are not
      inconsistent with the provisions of this Indenture, including for the purposes
      of any repurchase by the Servicer of a Mortgage Loan pursuant to Section 3.16
      of
      the Servicing Agreement. No party relying upon an instrument executed by the
      Indenture Trustee as provided in Article VIII hereunder shall be bound to
      ascertain the Indenture Trustee’s authority, inquire into the satisfaction of
      any conditions precedent, or see to the application of any monies.

     

    (b)  The
      Indenture Trustee shall, at such time as (i) there are no Notes Outstanding
      and
      (ii) all sums due to the Indenture Trustee pursuant to this Indenture have
      been
      paid, release any remaining portion of the Trust Estate that secured the Notes
      from the lien of this Indenture.

     

    (c)  The
      Indenture Trustee shall release property from the lien of this Indenture
      pursuant to this Section 8.05 only upon receipt of a request from the Issuing
      Entity accompanied by an Officers’ Certificate and an Opinion of Counsel stating
      that all applicable requirements have been satisfied.

     

    Section
      8.06.  Surrender
      of Notes Upon Final Payment.
      By
      acceptance of any Note, the Holder thereof agrees to surrender such Note to
      the
      Indenture Trustee promptly, prior to such Noteholder’s receipt of the final
      payment thereon.

     

    Section
      8.07.  Optional
      Redemption of the Notes.

     

    (a)  The
      Servicer shall have the option to purchase the Mortgage Loans and REO Property
      on any Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date. The aggregate purchase price will be equal
      to
      the greater of (i) the Stated Principal Balance of the Mortgage Loans and the
      appraised value of any REO Properties, such appraisal to be conducted by an
      Independent appraiser mutually agreed upon by the Servicer and the Indenture
      Trustee in their reasonable discretion and (ii) the fair market value of the
      Mortgage Loans and the REO Properties (as determined by the Servicer and, to
      the
      extent that a Class of Class A Notes or a Class of Mezzanine Notes will not
      receive all amounts owed to it as a result of the purchase, the Indenture
      Trustee (it being understood and agreed that any determination by the Indenture
      Trustee shall be made solely in reliance on an appraisal by an Independent
      appraiser as provided above), in each case plus accrued and unpaid interest
      thereon at the weighted average of the Mortgage Rates through the end of the
      Due
      Period preceding the final Payment Date plus unreimbursed Servicing Advances,
      P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and
      REO Properties and any accrued and unpaid Basis Risk Shortfalls and any Swap
      Termination Payment to the Swap Provider then remaining unpaid or which is
      due
      to the exercise of such option (the “Redemption Price”); provided, however, that
      the Servicer will not be permitted to purchase the Mortgage Loans unless the
      Redemption Price is sufficient to retire the Note Balance of the remaining
      Notes
      to zero. If the determination of the fair market value of the Mortgage Loans
      and
      REO Properties shall be required to be made by the Servicer and an Independent
      appraiser as provided above, (A) such appraisal shall be obtained at no expense
      to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely
      on,
      and shall be protected in relying on, such appraisal.

     

    (b)  In
      order
      to exercise the foregoing option, the Servicer shall provide written notice
      of
      its exercise of such option to the Indenture Trustee and the Owner Trustee
      at
      least 15 days prior to its exercise. Following receipt of the notice, the
      Indenture Trustee shall provide notice to the Noteholders of the final payment
      on the Notes. In addition, the Servicer shall, not less than one Business Day
      prior to the proposed Payment Date on which such redemption is to be made,
      deposit the aggregate redemption price specified in (a) above with the Indenture
      Trustee, who shall deposit the aggregate redemption price into the Payment
      Account and shall, on the Payment Date after receipt of the funds, apply such
      funds to make final payments of principal and interest on the Notes in
      accordance with Section 3.05(b) and (c) hereof and payment in full to the
      Indenture Trustee, and this Indenture shall be discharged subject to the
      provisions of Section 4.10 hereof. If for any reason the amount deposited by
      the
      Servicer is not sufficient to make such redemption or such redemption cannot
      be
      completed for any reason, the amount so deposited by the Servicer with the
      Indenture Trustee shall be immediately returned to the Servicer in full and
      shall not be used for any other purpose or be deemed to be part of the Trust
      Estate.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      IX


    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.01.  Supplemental
      Indentures Without Consent of Noteholders.

     

    (a)  Without
      the consent of the Holders of any Notes but with prior notice to the Rating
      Agencies, the Issuing Entity and the Indenture Trustee, when authorized by
      an
      Issuing Entity Request, at any time and from time to time, may enter into one
      or
      more indentures supplemental hereto (which shall conform to the provisions
      of
      the TIA as in force at the date of the execution thereof), in form satisfactory
      to the Indenture Trustee, for any of the following purposes:

     

    (i)  to
      correct or amplify the description of any property at any time subject to the
      lien of this Indenture, or better to assure, convey and confirm unto the
      Indenture Trustee any property subject or required to be subjected to the lien
      of this Indenture, or to subject to the lien of this Indenture additional
      property;

     

    (ii)  to
      evidence the succession, in compliance with the applicable provisions hereof,
      of
      another person to the Issuing Entity, and the assumption by any such successor
      of the covenants of the Issuing Entity herein and in the Notes
      contained;

     

    (iii)  to
      add to
      the covenants of the Issuing Entity, for the benefit of the Holders of the
      Notes, or to surrender any right or power herein conferred upon the Issuing
      Entity;

     

    (iv)  to
      convey, transfer, assign, mortgage or pledge any property to or with the
      Indenture Trustee;

     

    (v)  to
      cure
      any ambiguity, to correct or supplement any provision herein or in any
      supplemental indenture that may be inconsistent with any other provision herein
      or in any supplemental indenture;

     

    (vi)  to
      make
      any other provisions with respect to matters or questions arising under this
      Indenture or in any supplemental indenture; provided, that such action (as
      evidenced by either (i) an Opinion of Counsel delivered to the Servicer and
      the
      Indenture Trustee or (ii) confirmation from the Rating Agencies that such
      amendment will not result in the reduction or withdrawal of the rating of any
      Class of Notes) shall not materially and adversely affect the interests of
      the
      Holders of the Notes;

     

    (vii)  to
      evidence and provide for the acceptance of the appointment hereunder by a
      successor trustee with respect to the Notes and to add to or change any of
      the
      provisions of this Indenture as shall be necessary to facilitate the
      administration of the trusts hereunder by more than one trustee, pursuant to
      the
      requirements of Article VI hereof; or

     

    (viii)  to
      modify, eliminate or add to the provisions of this Indenture to such extent
      as
      shall be necessary to effect the qualification of this Indenture under the
      TIA
      or under any similar federal statute hereafter enacted and to add to this
      Indenture such other provisions as may be expressly required by the
      TIA;

     

    provided,
      however,
      that no
      such indenture supplements shall be entered into unless the Indenture Trustee
      shall have received an Opinion of Counsel as to the enforceability of any such
      indenture supplement and to the effect that (i) such indenture supplement is
      permitted hereunder and (ii) entering into such indenture supplement will not
      result in a “substantial modification” of the Notes under Treasury Regulation
      Section 1.1001-3 or adversely affect the status of the Notes as indebtedness
      for
      federal income tax purposes.

     

    The
      Indenture Trustee is hereby authorized to join in the execution of any such
      supplemental indenture and to make any further appropriate agreements and
      stipulations that may be therein contained.

     

    (b)  The
      Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity
      Request, may, also without the consent of any of the Holders of the Notes and
      prior notice to the Rating Agencies, enter into an indenture or indentures
      supplemental hereto for the purpose of adding any provisions to, or changing
      in
      any manner or eliminating any of the provisions of, this Indenture or of
      modifying in any manner the rights of the Holders of the Notes under this
      Indenture; provided,
      however,
      that
      such action as evidenced by an Opinion of Counsel, (i) is permitted by this
      Indenture, and shall not (ii) adversely affect in any material respect the
      interests of any Noteholder (which may be evidenced by confirmation from the
      Rating Agencies that such amendment will not result in the reduction or
      withdrawal of the rating of any Class of Notes) or (iii) if 100% of the
      Certificates are not owned by the Seller, cause the Issuing Entity to be subject
      to an entity level tax for federal income tax purposes.

     

    Section
      9.02.  Supplemental
      Indentures With Consent of Noteholders.
      The
      Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity
      Request, also may, with prior notice to the Rating Agencies and, with the
      consent of the Holders of not less than a majority of the Note Balance of each
      Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof)
      of
      such Holders delivered to the Issuing Entity and the Indenture Trustee, enter
      into an indenture or indentures supplemental hereto for the purpose of adding
      any provisions to, or changing in any manner or eliminating any of the
      provisions of, this Indenture or of modifying in any manner the rights of the
      Holders of the Notes under this Indenture; provided,
      however,
      that no
      such supplemental indenture shall, without the consent of the Holder of each
      Note affected thereby:

     

    (i)  change
      the date of payment of any installment of principal of or interest on any Note,
      or reduce the principal amount thereof or the interest rate thereon, change
      the
      provisions of this Indenture relating to the application of collections on,
      or
      the proceeds of the sale of, the Trust Estate to payment of principal of or
      interest on the Notes, or change any place of payment where, or the coin or
      currency in which, any Note or the interest thereon is payable, or impair the
      right to institute suit for the enforcement of the provisions of this Indenture
      requiring the application of funds available therefor, as provided in Article
      V,
      to the payment of any such amount due on the Notes on or after the respective
      due dates thereof;

     

    (ii)  reduce
      the percentage of the Note Balances of the Notes, the consent of the Holders
      of
      which is required for any such supplemental indenture, or the consent of the
      Holders of which is required for any waiver of compliance with certain
      provisions of this Indenture or certain defaults hereunder and their
      consequences provided for in this Indenture;

     

    (iii)  modify
      or
      alter the provisions of the proviso to the definition of the term “Outstanding”
or modify or alter the exception in the definition of the term
“Holder”;

     

    (iv)  reduce
      the percentage of the Note Balances of the Notes required to direct the
      Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust
      Estate pursuant to Section 5.04 hereof;

     

    (v)  modify
      any provision of this Section 9.02 except to increase any percentage specified
      herein or to provide that certain additional provisions of this Indenture or
      the
      Basic Documents cannot be modified or waived without the consent of the Holder
      of each Note affected thereby;

     

    (vi)  modify
      any of the provisions of this Indenture in such manner as to affect the
      calculation of the amount of any payment of interest or principal due on any
      Note on any Payment Date (including the calculation of any of the individual
      components of such calculation); or

     

    (vii)  permit
      the creation of any lien ranking prior to or on a parity with the lien of this
      Indenture with respect to any part of the Trust Estate or, except as otherwise
      permitted or contemplated herein, terminate the lien of this Indenture on any
      property at any time subject hereto or deprive the Holder of any Note of the
      security provided by the lien of this Indenture;

     

    and
      provided,
      further,
      that
      such action shall not, as evidenced by an Opinion of Counsel, cause the Issuing
      Entity (if 100% of the Certificates are not owned by the Seller) to be subject
      to an entity level tax.

     

    Any
      such
      action shall not (as evidenced by either (i) an Opinion of Counsel delivered
      to
      the Servicer and the Indenture Trustee or (ii) confirmation from the Rating
      Agencies that such amendment will not result in the reduction or withdrawal
      of
      the rating of any Class of Notes) adversely affect in any material respect
      the
      interest of any Holder (other than a Holder who shall consent to such
      supplemental indenture).

     

    It
      shall
      not be necessary for any Act of Noteholders under this Section 9.02 to approve
      the particular form of any proposed supplemental indenture, but it shall be
      sufficient if such Act shall approve the substance thereof.

     

    Promptly
      after the execution by the Issuing Entity and the Indenture Trustee of any
      supplemental indenture pursuant to this Section 9.02, the Indenture Trustee
      shall mail to the Holders of the Notes to which such amendment or supplemental
      indenture relates a notice setting forth in general terms the substance of
      such
      supplemental indenture. Any failure of the Indenture Trustee to mail such
      notice, or any defect therein, shall not, however, in any way impair or affect
      the validity of any such supplemental indenture.

     

    Section
      9.03.  Execution
      of Supplemental Indentures.
      In
      executing, or permitting the additional trusts created by, any supplemental
      indenture permitted by this Article IX or the modification thereby of the trusts
      created by this Indenture, the Indenture Trustee shall be entitled to receive,
      and subject to Sections 6.01 and 6.02 hereof, shall be fully protected in
      relying upon, an Opinion of Counsel stating that the execution of such
      supplemental indenture is authorized or permitted by this Indenture. The
      Indenture Trustee may, but shall not be obligated to, enter into any such
      supplemental indenture that affects the Indenture Trustee’s own rights, duties,
      liabilities or immunities under this Indenture or otherwise.

     

    Section
      9.04.  Effect
      of Supplemental Indenture.
      Upon
      the execution of any supplemental indenture pursuant to the provisions hereof,
      this Indenture shall be and shall be deemed to be modified and amended in
      accordance therewith with respect to the Notes affected thereby, and the
      respective rights, limitations of rights, obligations, duties, liabilities
      and
      immunities under this Indenture of the Indenture Trustee, the Issuing Entity
      and
      the Holders of the Notes shall thereafter be determined, exercised and enforced
      hereunder subject in all respects to such modifications and amendments, and
      all
      the terms and conditions of any such supplemental indenture shall be and be
      deemed to be part of the terms and conditions of this Indenture for any and
      all
      purposes.

     

    Section
      9.05.  Conformity
      with Trust Indenture Act.
      Every
      amendment of this Indenture and every supplemental indenture executed pursuant
      to this Article IX shall conform to the requirements of the Trust Indenture
      Act
      as then in effect so long as this Indenture shall then be qualified under the
      Trust Indenture Act.

     

    Section
      9.06.  Reference
      in Notes to Supplemental Indentures.  Notes
      authenticated and delivered after the execution of any supplemental indenture
      pursuant to this Article IX may, and if required by the Indenture Trustee shall,
      bear a notation in form approved by the Indenture Trustee as to any matter
      provided for in such supplemental indenture. If the Issuing Entity or the
      Indenture Trustee shall so determine, new Notes so modified as to conform,
      in
      the opinion of the Indenture Trustee and the Issuing Entity, to any such
      supplemental indenture may be prepared and executed by the Issuing Entity and
      authenticated and delivered by the Indenture Trustee in exchange for Outstanding
      Notes.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      X


    MISCELLANEOUS

     

    Section
      10.01.  Compliance
      Certificates and Opinions, etc.

     

    (a)  Upon
      any
      application or request by the Issuing Entity to the Indenture Trustee to take
      any action under any provision of this Indenture, the Issuing Entity shall
      furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all
      conditions precedent, if any, provided for in this Indenture relating to the
      proposed action have been complied with and (ii) an Opinion of Counsel stating
      that in the opinion of such counsel all such conditions precedent, if any,
      have
      been complied with, except that, in the case of any such application or request
      as to which the furnishing of such documents is specifically required by any
      provision of this Indenture, no additional certificate or opinion need be
      furnished.

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture shall include:

     

    (i)  a
      statement that each signatory of such certificate or opinion has read or has
      caused to be read such covenant or condition and the definitions herein relating
      thereto;

     

    (ii)  a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;

     

    (iii)  a
      statement that, in the opinion of each such signatory, such signatory has made
      such examination or investigation as is necessary to enable such signatory
      to
      express an informed opinion as to whether or not such covenant or condition
      has
      been complied with;

     

    (iv)  a
      statement as to whether, in the opinion of each such signatory, such condition
      or covenant has been complied with; and

     

    (v)  if
      the
      signatory of such certificate or opinion is required to be Independent, the
      statement required by the definition of the term “Independent
      Certificate.”

     

    (b)  (i)
      Prior
      to the deposit of any Collateral or other property or securities with the
      Indenture Trustee that is to be made the basis for the release of any property
      or securities subject to the lien of this Indenture, the Issuing Entity shall,
      in addition to any obligation imposed in Section 10.01(a) or elsewhere in this
      Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying
      or stating the opinion of each person signing such certificate as to the fair
      value (within 90 days prior to such deposit) to the Issuing Entity of the
      Collateral or other property or securities to be so deposited and a report
      from
      a nationally recognized accounting firm verifying such value.

     

    (ii)  Whenever
      the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (i) above, the Issuing Entity shall also deliver
      to
      the Indenture Trustee an Independent Certificate from a nationally recognized
      accounting firm as to the same matters, if the fair value of the securities
      to
      be so deposited and of all other such securities made the basis of any such
      withdrawal or release since the commencement of the then current fiscal year
      of
      the Issuing Entity, as set forth in the certificates delivered pursuant to
      clause (i) above and this clause (ii), is 10% or more of the Note Balances
      of
      the Notes, but such a certificate need not be furnished with respect to any
      securities so deposited, if the fair value thereof as set forth in the related
      Officer’s Certificate is less than $25,000 or less than one percent of the Note
      Balances of the Notes.

     

    (iii)  Whenever
      any property or securities are to be released from the lien of this Indenture,
      the Issuing Entity shall also furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of each person signing such
      certificate as to the fair value (within 90 days prior to such release) of
      the
      property or securities proposed to be released and stating that in the opinion
      of such person the proposed release will not impair the security under this
      Indenture in contravention of the provisions hereof.

     

    (iv)  Whenever
      the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (iii) above, the Issuing Entity shall also furnish
      to the Indenture Trustee an Independent Certificate as to the same matters
      if
      the fair value of the property or securities and of all other property or
      securities released from the lien of this Indenture since the commencement
      of
      the then-current calendar year, as set forth in the certificates required by
      clause (iii) above and this clause (iv), equals 10% or more of the Note
      Principal Balances of the Notes, but such certificate need not be furnished
      in
      the case of any release of property or securities if the fair value thereof
      as
      set forth in the related Officer’s Certificate is less than $25,000 or less than
      one percent of the then Note Principal Balances of the Notes.

     

    Section
      10.02.  Form
      of Documents Delivered to Indenture Trustee.
      In any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.

     

    Any
      certificate or opinion of an Authorized Officer of the Issuing Entity may be
      based, insofar as it relates to legal matters, upon a certificate or opinion
      of,
      or representations by, counsel, unless such officer knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which his certificate or opinion is based
      are
      erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel
      may be based, insofar as it relates to factual matters, upon a certificate
      or
      opinion of, or representations by, an officer or officers of the Seller or
      the
      Issuing Entity, stating that the information with respect to such factual
      matters is in the possession of the Seller or the Issuing Entity, unless such
      counsel knows, or in the exercise of reasonable care should know, that the
      certificate or opinion or representations with respect to such matters are
      erroneous.

     

    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    Whenever
      in this Indenture, in connection with any application or certificate or report
      to the Indenture Trustee, it is provided that the Issuing Entity shall deliver
      any document as a condition of the granting of such application, or as evidence
      of the Issuing Entity’s compliance with any term hereof, it is intended that the
      truth and accuracy, at the time of the granting of such application or at the
      effective date of such certificate or report (as the case may be), of the facts
      and opinions stated in such document shall in such case be conditions precedent
      to the right of the Issuing Entity to have such application granted or to the
      sufficiency of such certificate or report. The foregoing shall not, however,
      be
      construed to affect the Indenture Trustee’s right to rely upon the truth and
      accuracy of any statement or opinion contained in any such document as provided
      in Article VI.

     

    Section
      10.03.  Acts
      of Noteholders.

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Noteholders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Noteholders in person or by agents duly appointed in
      writing; and except as herein otherwise expressly provided, such action shall
      become effective when such instrument or instruments are delivered to the
      Indenture Trustee, and, where it is hereby expressly required, to the Issuing
      Entity. Such instrument or instruments (and the action embodied therein and
      evidenced thereby) are herein sometimes referred to as the “Act” of the
      Noteholders signing such instrument or instruments. Proof of execution of any
      such instrument or of a writing appointing any such agent shall be sufficient
      for any purpose of this Indenture and (subject to Section 6.01 hereof)
      conclusive in favor of the Indenture Trustee and the Issuing Entity, if made
      in
      the manner provided in this Section 10.03 hereof.

     

    (b)  The
      fact
      and date of the execution by any person of any such instrument or writing may
      be
      proved in any manner that the Indenture Trustee deems sufficient.

     

    (c)  The
      ownership of Notes shall be proved by the Note Registrar.

     

    (d)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Notes shall bind the Holder of every Note issued
      upon the registration thereof or in exchange therefor or in lieu thereof, in
      respect of anything done, omitted or suffered to be done by the Indenture
      Trustee or the Issuing Entity in reliance thereon, whether or not notation
      of
      such action is made upon such Note.

     

    Section
      10.04.  Notices
      etc., to Indenture Trustee Issuing Entity and Rating Agencies.

     

    Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      Noteholders or other documents provided or permitted by this Indenture shall
      be
      in writing and if such request, demand, authorization, direction, notice,
      consent, waiver or act of Noteholders is to be made upon, given or furnished
      to
      or filed with:

     

    (i)  the
      Indenture Trustee by any Noteholder or by the Issuing Entity shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing to
      or
      with the Indenture Trustee at the Corporate Trust Office. The Indenture Trustee
      shall promptly transmit any notice received by it from the Noteholders to the
      Issuing Entity; or

     

    (ii)  the
      Issuing Entity by the Indenture Trustee or by any Noteholder shall be sufficient
      for every purpose hereunder if in writing and mailed first-class, postage
      prepaid to the Issuing Entity addressed to: New Century Home Equity Loan Trust
      2006-1, in care of Wilmington Trust Company, Rodney Square North, 1100 North
      Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
      Administration, or at any other address previously furnished in writing to
      the
      Indenture Trustee by the Issuing Entity. The Issuing Entity shall promptly
      transmit any notice received by it from the Noteholders to the Indenture
      Trustee.

     

    Notices
      required to be given to the Rating Agencies by the Issuing Entity, the Indenture
      Trustee or the Owner Trustee shall be in writing, mailed first-class postage
      pre-paid, to (i) in the case of Moody’s, at the following address: Moody’s
      Investors Service, Inc., Residential Mortgage Monitoring Department, 99 Church
      Street, New York, New York 10007, (ii) in the case of S&P, at the following
      address: Standard & Poor’s, 55 Water Street, 41st
      Floor,
      New York, New York 10041, Attention of Asset Backed Surveillance Department
      and
      (iii) in the case of Fitch Ratings, at the following address: Fitch Ratings,
      One
      State Street Plaza, New York, New York 10004; or as to each of the foregoing,
      at
      such other address as shall be designated by written notice to the other
      parties.

     

    Section
      10.05.  Notices
      to Noteholders; Waiver.
      Where
      this Indenture provides for notice to Noteholders of any event, such notice
      shall be sufficiently given (unless otherwise herein expressly provided) if
      in
      writing and mailed, first-class, postage prepaid to each Noteholder affected
      by
      such event, at such Person’s address as it appears on the Note Register, not
      later than the latest date, and not earlier than the earliest date, prescribed
      for the giving of such notice. In any case where notice to Noteholders is given
      by mail, neither the failure to mail such notice nor any defect in any notice
      so
      mailed to any particular Noteholder shall affect the sufficiency of such notice
      with respect to other Noteholders, and any notice that is mailed in the manner
      herein provided shall conclusively be presumed to have been duly given
      regardless of whether such notice is in fact actually received.

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by any Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such notice. Waivers
      of
      notice by Noteholders shall be filed with the Indenture Trustee but such filing
      shall not be a condition precedent to the validity of any action taken in
      reliance upon such a waiver.

     

    In
      case,
      by reason of the suspension of regular mail service as a result of a strike,
      work stoppage or similar activity, it shall be impractical to mail notice of
      any
      event to Noteholders when such notice is required to be given pursuant to any
      provision of this Indenture, then any manner of giving such notice as shall
      be
      satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving
      of such notice.

     

    Where
      this Indenture provides for notice to the Rating Agencies, failure to give
      such
      notice shall not affect any other rights or obligations created hereunder,
      and
      shall not under any circumstance constitute an Event of Default.

     

    Section
      10.06.  Conflict
      with Trust Indenture Act.
      If any
      provision hereof limits, qualifies or conflicts with another provision hereof
      that is required to be included in this Indenture by any of the provisions
      of
      the TIA, such required provision shall control.

     

    The
      provisions of TIA §§ 310 through 317 that impose duties on any Person (including
      the provisions automatically deemed included herein unless expressly excluded
      by
      this Indenture) are a part of and govern this Indenture, whether or not
      physically contained herein.

     

    Section
      10.07.  Effect
      of Headings.
      The
      Article and Section headings herein are for convenience only and shall not
      affect the construction hereof.

     

    Section
      10.08.  Successors
      and Assigns.  All
      covenants and agreements in this Indenture and the Notes by the Issuing Entity
      shall bind its successors and assigns, whether so expressed or not. All
      agreements of the Indenture Trustee in this Indenture shall bind its successors,
      co-trustees and agents.

     

    Section
      10.09.  Separability.
      In case
      any provision in this Indenture or in the Notes shall be invalid, illegal or
      unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    Section
      10.10.  [Reserved.]

     

    Section
      10.11.  Legal
      Holidays.
      In any
      case where the date on which any payment is due shall not be a Business Day,
      then (notwithstanding any other provision of the Notes or this Indenture)
      payment need not be made on such date, but may be made on the next succeeding
      Business Day with the same force and effect as if made on the date on which
      nominally due, and no interest shall accrue for the period from and after any
      such nominal date.

     

    Section
      10.12.  GOVERNING
      LAW.  THIS
      INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
      RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
      WITH SUCH LAWS.

     

    Section
      10.13.  Counterparts.
      This
      Indenture may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

     

    Section
      10.14.  Recording
      of Indenture.
      If this
      Indenture is subject to recording in any appropriate public recording offices,
      such recording is to be effected by the Issuing Entity and at its expense
      accompanied by an Opinion of Counsel at its expense (which may be counsel to
      the
      Indenture Trustee or any other counsel reasonably acceptable to the Indenture
      Trustee) to the effect that such recording is necessary either for the
      protection of the Noteholders or any other Person secured hereunder or for
      the
      enforcement of any right or remedy granted to the Indenture Trustee under this
      Indenture.

     

    Section
      10.15.  Issuing
      Entity Obligation.  No
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes
      or under this Indenture or any certificate or other writing delivered in
      connection herewith or therewith, against (i) the Indenture Trustee or the
      Owner
      Trustee in its individual capacity, (ii) any owner of a beneficial interest
      in
      the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer,
      director, employee or agent of the Indenture Trustee or the Owner Trustee in
      its
      individual capacity, any holder of a beneficial interest in the Issuing Entity,
      the Owner Trustee or the Indenture Trustee or of any successor or assign of
      the
      Indenture Trustee or the Owner Trustee in its individual capacity, except as
      any
      such Person may have expressly agreed (it being understood that the Indenture
      Trustee and the Owner Trustee have no such obligations in their individual
      capacity) and except that any such partner, owner or beneficiary shall be fully
      liable, to the extent provided by applicable law, for any unpaid consideration
      for stock, unpaid capital contribution or failure to pay any installment or
      call
      owing to such entity. For all purposes of this Indenture, in the performance
      of
      any duties or obligations of the Issuing Entity hereunder, the Owner Trustee
      shall be subject to, and entitled to the benefits of, the terms and provisions
      of Article VI, VII and VIII of the Trust Agreement.

     

    Section
      10.16.  No
      Petition.  The
      Indenture Trustee, by entering into this Indenture, and each Noteholder, by
      accepting a Note, hereby covenant and agree that they will not at any time
      prior
      to one year from the date of termination hereof, institute against the Depositor
      or the Issuing Entity, or join in any institution against the Depositor or
      the
      Issuing Entity of, any bankruptcy, reorganization, arrangement, insolvency
      or
      liquidation proceedings, or other proceedings under any United States federal
      or
      state bankruptcy or similar law in connection with any obligations relating
      to
      the Notes, this Indenture or any of the Basic Documents, except for filing
      proofs of claim.

     

    Section
      10.17.  Inspection.
      The
      Issuing Entity agrees that, at its expense, on reasonable prior notice, it
      shall
      permit any representative of the Indenture Trustee, during the Issuing Entity’s
      normal business hours, to examine all the books of account, records, reports
      and
      other papers of the Issuing Entity, to make copies and extracts therefrom,
      to
      cause such books to be audited by Independent certified public accountants,
      and
      to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing
      Entity’s officers, employees, and Independent certified public accountants, all
      at such reasonable times and as often as may be reasonably requested. The
      Indenture Trustee shall cause its representatives to hold in confidence all
      such
      information except to the extent disclosure may be required by law (and all
      reasonable applications for confidential treatment are unavailing) and except
      to
      the extent that the Indenture Trustee may reasonably determine that such
      disclosure is consistent with its obligations hereunder.

     

    Section
      10.18.  No
      Recourse to Owner Trustee.
      It is
      expressly understood and agreed by the parties hereto that (a) this Indenture
      is
      executed and delivered by Wilmington Trust Company, not individually or
      personally, but solely as Owner Trustee of New Century Home Equity Loan Trust
      2006-1, in the exercise of the powers and authority conferred and vested in
      it,
      (b) each of the representations, undertakings and agreements herein made on
      the
      part of the Issuing Entity is made and intended not as personal representations,
      undertakings and agreements by Wilmington Trust Company but is made and intended
      for the purpose for binding only the Issuing Entity, (c) nothing herein
      contained shall be construed as creating any liability of Wilmington Trust
      Company, individually or personally, to perform any covenant either expressed
      or
      implied contained herein, all such liability, if any, being expressly waived
      by
      the parties hereto and by any Person claiming by, through or under the parties
      hereto and (d) under no circumstances shall Wilmington Trust Company be
      personally liable for the payment of any indebtedness or expenses of the Issuing
      Entity or be liable for the breach or failure of any obligation, representation,
      warranty or covenant made or undertaken by the Issuing Entity under this
      Indenture or any other related documents.

     

    Section
      10.19.  Proofs
      of Claim.
      The
      Indenture Trustee is authorized to file such proofs of claim and other papers
      or
      documents as may be necessary or advisable in order to have the claims of the
      Indenture Trustee (including any claim for the reasonable compensation,
      expenses, disbursements and advances of the Indenture Trustee, its agents and
      counsel) and the Noteholders allowed in any judicial proceedings relative to
      the
      Issuing Entity (or any other obligor upon the Notes), its creditors or its
      property and shall be entitled and empowered to collect, receive and distribute
      any money or other property payable or deliverable on any such claims and any
      custodian in any such judicial proceeding is hereby authorized by each
      Noteholder to make such payments to the Indenture Trustee, as administrative
      expenses associated with any such proceeding, and, in the event that the
      Indenture Trustee shall consent to the making of such payments directly to
      the
      Noteholder to pay to the Indenture Trustee any amount due to it for the
      reasonable compensation, expenses, disbursements and advances of the Indenture
      Trustee, its agents and counsel, and any other amounts due to the Indenture
      Trustee under Section 6.07 hereof. To the extent that the payment of any such
      compensation, expenses, disbursements and advances of the Indenture Trustee,
      its
      agents and counsel, and any other amounts due the Indenture Trustee under
      Section 6.07 hereof out of the estate in any such proceeding, shall be denied
      for any reason, payment of the same shall be secured by a Lien on, and shall
      be
      paid out of, any and all distributions, dividends, money, securities and other
      properties that the Noteholders may be entitled to receive in such proceeding
      whether in liquidation or under any plan of reorganization or arrangement or
      otherwise. Nothing herein contained shall be deemed to authorize the Indenture
      Trustee to authorize or consent to or accept or adopt on behalf of any
      Noteholder any plan of reorganization, arrangement, adjustment or composition
      affecting the Noteholder of the rights of any Noteholder thereof, or to
      authorize the Indenture Trustee to vote in respect of the claim of any
      Noteholder in any such proceeding.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the Issuing Entity and the Indenture Trustee have caused their
      names to be signed hereto by their respective officers thereunto duly
      authorized, all as of the day and year first above written.

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST, 2006-1, as Issuing
                Entity

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:
                Wilmington Trust Company, not in its individual capacity but solely
                as
                Owner Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By: 
                

            	
              /s/
                Patricia Evans

            
	 	 	 	 	 	 	 	
              Name:
                Patricia A. Evans

            
	 	 	 	 	 	 	 	
              Title:
                Vice President

            


    

    


    
      	 	 	 	 	 	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY, as Indenture Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By: 
                

            	
              /s/
                Eiko Akiyama

            
	 	 	 	 	 	 	 	
              Name:
                Eiko Akiyama

            
	 	 	 	 	 	 	 	
              Title:
                Associate

            


    

    


    
      	 	 	 	 	 	 	
              By: 
                

            	
              /s/
                Ronaldo
                Reyes

            
	 	 	 	 	 	 	 	
              Name:
                Ronaldo Reyes

            
	 	 	 	 	 	 	 	
              Title:
                Vice President

            


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF ORANGE

            	
              )

            	 


    

    


    On
      this
      28th day of March, 2006, before me personally appeared Patricia Evans to me
      known, who being by me duly sworn, did depose and say, that (s)he is a Financial
      Services Officer of the Owner Trustee, one of the corporations described in
      and
      which executed the above instrument; and that he signed his name thereto by
      like
      order.

     

    
      	 	
              /s/
                Joann A. Rozell

            
	 	
              Notary
                Public

            
	 	 
	 	
              NOTARY
                PUBLIC

            


    

    


    


    [NOTARIAL
      SEAL]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF DELAWARE

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW CASTLE

            	
              )

            	 


    

    


    On
      this
      28th day of March, 2006, before me personally appeared Eiko Ayiyama to me known,
      who being by me duly sworn, did depose and say, that (s)he is an associate
      and
      Ronaldo Ryes to me known, who being by me duly sworn, did depose and say, that
      (s)he is a Vice President of the Indenture Trustee, one of the entities
      described in and which executed the above instrument; and that she signed her
      name thereto by like order.

     

    
      	 	
              /s/
                Diana Nguyen

            
	 	
              Notary
                Public

            
	 	 
	 	
              NOTARY
                PUBLIC

            


    

    


    


    [NOTARIAL
      SEAL]

     

    


     

    



    
      
        
          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A-1 NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    


    NEW
      CENTURY HOME EQUITY LOAN TRUST, 2006-1

     

    ASSET-BACKED
      NOTES, SERIES 2006-1

     

    CLASS
      A-1

     

    


    
      	
              AGGREGATE
                NOTE BALANCE: $_____________________

            	
              NOTE
                RATE: Variable

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO.
                [                  
                 ]

            


    

    


    New
      Century Home Equity Loan Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to Cede & Co. or
      registered assigns, the principal sum of ($_________________) in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      on
      the Final Stated Maturity Date and to pay interest on the Note Balance of this
      Note (this “Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Asset-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 30,
      2006 (the “Indenture”), between the Issuing Entity and Deutsche Bank National
      Trust Company, as indenture trustee (the “Indenture Trustee”, which term
      includes any successor Indenture Trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro
      rata
      share of
      the aggregate payments on all Class A-1 Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Servicer on any
      Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class A-1 Notes, and
      each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
      will be limited in right of payment to amounts available from the Trust Estate
      as provided in the Indenture and (ii) such Holder shall have no recourse to
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, NC
      Capital, the Servicer or any of their respective affiliates, or to the assets
      of
      any of the foregoing entities, except the assets of the Issuing Entity pledged
      to secure the Class A-1 Notes pursuant to the Indenture and the rights conveyed
      to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All scheduled reductions in the Note Balance of a Note (or one or more
      predecessor Notes) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Note and of any note issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Note. The final payment of this
      Note shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the office or agency of the Issuing Entity maintained
      by
      it for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      Estate securing the Notes or otherwise shall continue to be applied to payments
      of principal of and interest on the Notes as if they had not been declared
      due
      and payable.

     

    The
      failure to pay any Interest Carryforward Amount at any time when funds are
      not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of this Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee,
      the Servicer or any successor servicer which opines that the acquisition,
      holding and transfer of this Note or interest herein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuing Entity, the Seller, NC Capital, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of all Notes at the time
      outstanding. The Indenture also contains provisions permitting the Holders
      of
      Notes representing specified percentages of the aggregate Note Balance of the
      Notes on behalf of the Holders of all the Notes, to waive any past Default
      under
      the Indenture and its consequences. Any such waiver by the Holder, at the time
      of the giving thereof, of this Note (or any one or more predecessor Notes)
      shall
      bind the Holder of every Note issued upon the registration of transfer hereof
      or
      in exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuing Entity
      and
      the Indenture Trustee to amend or waive certain terms and conditions set forth
      in the Indenture without the consent of the Holders of the Notes issued
      thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Indenture
      Trustee by manual signature, this Note shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


    
      
        -

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March ____, 2006

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST 2006-1

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              BY:
                WILMINGTON TRUST COMPANY, not in its individual capacity but solely
                in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    
      	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
        -

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

     

    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian

              __________________________________________________________________________

            
	 	 	
              (Cust)

            	
              (Minor)

            
	 	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

              __________________________________________________________________________

            
	 	 	 	
              (State)

            
	 	 	 


    

    


    Additional
      abbreviations may also be used though not in the above LIST.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    


     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING 

    NUMBER
      OF
      ASSIGNEE:

    


    
      	 
	 
	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Note on
      the
      books kept for registration thereof, with full power of substitution in the
      premises.

     

    Dated:
      ________________________________     ________________________________

     

    Signature
      Guaranteed by __________________________________

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    


     

    



    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS A-2A NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    NEW
      CENTURY HOME EQUITY LOAN TRUST, 2006-1

    ASSET-BACKED
      NOTES, SERIES 2006-1

    CLASS
      A-2A

    


    
      	
              AGGREGATE
                NOTE BALANCE: $_____________________

            	
              NOTE
                RATE: Variable

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO. [ ]

            
	 	 


    

    New
      Century Home Equity Loan Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to Cede & Co. or
      registered assigns, the principal sum of ($_________________) in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      on
      the Final Stated Maturity Date and to pay interest on the Note Balance of this
      Note (this “Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Asset-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 30,
      2006 (the “Indenture”), between the Issuing Entity and Deutsche Bank National
      Trust Company, as indenture trustee (the “Indenture Trustee”, which term
      includes any successor Indenture Trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro
      rata
      share of
      the aggregate payments on all Class A-2a Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Servicer on any
      Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class A-2a Notes, and
      each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
      will be limited in right of payment to amounts available from the Trust Estate
      as provided in the Indenture and (ii) such Holder shall have no recourse to
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, NC
      Capital, the Servicer or any of their respective affiliates, or to the assets
      of
      any of the foregoing entities, except the assets of the Issuing Entity pledged
      to secure the Class A-2a Notes pursuant to the Indenture and the rights conveyed
      to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All scheduled reductions in the Note Balance of a Note (or one or more
      predecessor Notes) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Note and of any note issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Note. The final payment of this
      Note shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the office or agency of the Issuing Entity maintained
      by
      it for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      Estate securing the Notes or otherwise shall continue to be applied to payments
      of principal of and interest on the Notes as if they had not been declared
      due
      and payable.

     

    The
      failure to pay any Interest Carryforward Amount at any time when funds are
      not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of this Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee,
      the Servicer or any successor servicer which opines that the acquisition,
      holding and transfer of this Note or interest herein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuing Entity, the Seller, NC Capital, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of all Notes at the time
      outstanding. The Indenture also contains provisions permitting the Holders
      of
      Notes representing specified percentages of the aggregate Note Balance of the
      Notes on behalf of the Holders of all the Notes, to waive any past Default
      under
      the Indenture and its consequences. Any such waiver by the Holder, at the time
      of the giving thereof, of this Note (or any one or more predecessor Notes)
      shall
      bind the Holder of every Note issued upon the registration of transfer hereof
      or
      in exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuing Entity
      and
      the Indenture Trustee to amend or waive certain terms and conditions set forth
      in the Indenture without the consent of the Holders of the Notes issued
      thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Indenture
      Trustee by manual signature, this Note shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March ____, 2006

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST 2006-1

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              BY:
                WILMINGTON TRUST COMPANY, not in its individual capacity but solely
                in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    
      	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian

              ____________________________________________________________________________

            
	 	 	
              (Cust)

            	
              (Minor)

            
	 	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

              ____________________________________________________________________________

            
	 	 	 	
              (State)

            
	 	 	 


    

    Additional
      abbreviations may also be used though not in the above list.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

    ASSIGNEE:

    


    
      	 
	 
	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Note on
      the
      books kept for registration thereof, with full power of substitution in the
      premises.

     

    Dated:
      ________________________________     ________________________________

     

    Signature
      Guaranteed by __________________________________

     

    


    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

    


    



    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS A-2B NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    NEW
      CENTURY HOME EQUITY LOAN TRUST, 2006-1

    ASSET-BACKED
      NOTES, SERIES 2006-1

    CLASS
      A-2B

    


    
      	
              AGGREGATE
                NOTE BALANCE: $_____________________

            	
              NOTE
                RATE: Variable

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO. [ ]

            
	 	 


    

    


    New
      Century Home Equity Loan Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to Cede & Co. or
      registered assigns, the principal sum of ($_________________) in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      on
      the Final Stated Maturity Date and to pay interest on the Note Balance of this
      Note (this “Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Asset-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 30,
      2006 (the “Indenture”), between the Issuing Entity and Deutsche Bank National
      Trust Company, as indenture trustee (the “Indenture Trustee”, which term
      includes any successor Indenture Trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro
      rata
      share of
      the aggregate payments on all Class A-2b Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Servicer on any
      Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class A-2b Notes, and
      each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
      will be limited in right of payment to amounts available from the Trust Estate
      as provided in the Indenture and (ii) such Holder shall have no recourse to
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, NC
      Capital, the Servicer or any of their respective affiliates, or to the assets
      of
      any of the foregoing entities, except the assets of the Issuing Entity pledged
      to secure the Class A-2b Notes pursuant to the Indenture and the rights conveyed
      to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All scheduled reductions in the Note Balance of a Note (or one or more
      predecessor Notes) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Note and of any note issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Note. The final payment of this
      Note shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the office or agency of the Issuing Entity maintained
      by
      it for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      Estate securing the Notes or otherwise shall continue to be applied to payments
      of principal of and interest on the Notes as if they had not been declared
      due
      and payable.

     

    The
      failure to pay any Interest Carryforward Amount at any time when funds are
      not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of this Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee,
      the Servicer or any successor servicer which opines that the acquisition,
      holding and transfer of this Note or interest herein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuing Entity, the Seller, NC Capital, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of all Notes at the time
      outstanding. The Indenture also contains provisions permitting the Holders
      of
      Notes representing specified percentages of the aggregate Note Balance of the
      Notes on behalf of the Holders of all the Notes, to waive any past Default
      under
      the Indenture and its consequences. Any such waiver by the Holder, at the time
      of the giving thereof, of this Note (or any one or more predecessor Notes)
      shall
      bind the Holder of every Note issued upon the registration of transfer hereof
      or
      in exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuing Entity
      and
      the Indenture Trustee to amend or waive certain terms and conditions set forth
      in the Indenture without the consent of the Holders of the Notes issued
      thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Indenture
      Trustee by manual signature, this Note shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March ____, 2006

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST 2006-1

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              BY:
                WILMINGTON TRUST COMPANY, not in its individual capacity but solely
                in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    
      	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian

              _____________________________________________________________________________

            
	 	 	
              (Cust)

            	
              (Minor)

            
	 	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

              _____________________________________________________________________________

            
	 	 	 	
              (State)

            
	 	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

    ASSIGNEE:

    


    
      	 
	 
	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Note on
      the
      books kept for registration thereof, with full power of substitution in the
      premises.

     

    Dated:
      ________________________________     ________________________________

     

    Signature
      Guaranteed by __________________________________

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    


     

    


     


    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS A-2C NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    NEW
      CENTURY HOME EQUITY LOAN TRUST, 2006-1

    ASSET-BACKED
      NOTES, SERIES 2006-1

    CLASS
      A-2C

    


    
      	
              AGGREGATE
                NOTE BALANCE: $_____________________

            	
              NOTE
                RATE: Variable

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO. [ ]

            
	 	 


    

    


    New
      Century Home Equity Loan Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to Cede & Co. or
      registered assigns, the principal sum of ($_________________) in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      on
      the Final Stated Maturity Date and to pay interest on the Note Balance of this
      Note (this “Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Asset-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 30,
      2006 (the “Indenture”), between the Issuing Entity and Deutsche Bank National
      Trust Company, as indenture trustee (the “Indenture Trustee”, which term
      includes any successor Indenture Trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro
      rata
      share of
      the aggregate payments on all Class A-2c Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Servicer on any
      Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class A-2c Notes, and
      each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
      will be limited in right of payment to amounts available from the Trust Estate
      as provided in the Indenture and (ii) such Holder shall have no recourse to
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, NC
      Capital, the Servicer or any of their respective affiliates, or to the assets
      of
      any of the foregoing entities, except the assets of the Issuing Entity pledged
      to secure the Class A-2c Notes pursuant to the Indenture and the rights conveyed
      to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All scheduled reductions in the Note Balance of a Note (or one or more
      predecessor Notes) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Note and of any note issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Note. The final payment of this
      Note shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the office or agency of the Issuing Entity maintained
      by
      it for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      Estate securing the Notes or otherwise shall continue to be applied to payments
      of principal of and interest on the Notes as if they had not been declared
      due
      and payable.

     

    The
      failure to pay any Interest Carryforward Amount at any time when funds are
      not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of this Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee,
      the Servicer or any successor servicer which opines that the acquisition,
      holding and transfer of this Note or interest herein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuing Entity, the Seller, NC Capital, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of all Notes at the time
      outstanding. The Indenture also contains provisions permitting the Holders
      of
      Notes representing specified percentages of the aggregate Note Balance of the
      Notes on behalf of the Holders of all the Notes, to waive any past Default
      under
      the Indenture and its consequences. Any such waiver by the Holder, at the time
      of the giving thereof, of this Note (or any one or more predecessor Notes)
      shall
      bind the Holder of every Note issued upon the registration of transfer hereof
      or
      in exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuing Entity
      and
      the Indenture Trustee to amend or waive certain terms and conditions set forth
      in the Indenture without the consent of the Holders of the Notes issued
      thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Indenture
      Trustee by manual signature, this Note shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March ____, 2006

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST 2006-1

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              BY:
                WILMINGTON TRUST COMPANY, not in its individual capacity but solely
                in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    
      	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian

              _____________________________________________________________________________

            
	 	 	
              (Cust)

            	
              (Minor)

            
	 	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

              _____________________________________________________________________________

            
	 	 	 	
              (State)

            
	 	 	 


    

    Additional
      abbreviations may also be used though not in the above list.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

    ASSIGNEE:

    


    
      	 
	 
	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Note on
      the
      books kept for registration thereof, with full power of substitution in the
      premises.

     

    Dated:
      ________________________________     ________________________________

     

    Signature
      Guaranteed by __________________________________

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     


    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS M-1 NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.

     

    THIS
      NOTE
      IS SUBORDINATE TO THE CLASS A NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE
      REFERRED TO HEREIN.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    NEW
      CENTURY HOME EQUITY LOAN TRUST, 2006-1

    ASSET-BACKED
      NOTES, SERIES 2006-1

    CLASS
      M-1

    


    
      	
              AGGREGATE
                NOTE BALANCE: $_____________________

            	
              NOTE
                RATE: Variable

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO. [ ]

            
	 	 


    

    New
      Century Home Equity Loan Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to Cede & Co. or
      registered assigns, the principal sum of ($_________________) in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      on
      the Final Stated Maturity Date and to pay interest on the Note Balance of this
      Note (this “Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Asset-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 30,
      2006 (the “Indenture”), between the Issuing Entity and Deutsche Bank National
      Trust Company, as indenture trustee (the “Indenture Trustee”, which term
      includes any successor Indenture Trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro
      rata
      share of
      the aggregate payments on all Class M-1 Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Servicer on any
      Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class M-1 Notes, and
      each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
      will be limited in right of payment to amounts available from the Trust Estate
      as provided in the Indenture and (ii) such Holder shall have no recourse to
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, NC
      Capital, the Servicer or any of their respective affiliates, or to the assets
      of
      any of the foregoing entities, except the assets of the Issuing Entity pledged
      to secure the Class M-1 Notes pursuant to the Indenture and the rights conveyed
      to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All scheduled reductions in the Note Balance of a Note (or one or more
      predecessor Notes) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Note and of any note issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Note. The final payment of this
      Note shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the office or agency of the Issuing Entity maintained
      by
      it for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      Estate securing the Notes or otherwise shall continue to be applied to payments
      of principal of and interest on the Notes as if they had not been declared
      due
      and payable.

     

    The
      failure to pay any Interest Carryforward Amount at any time when funds are
      not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of this Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee,
      the Servicer or any successor servicer which opines that the acquisition,
      holding and transfer of this Note or interest herein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuing Entity, the Seller, NC Capital, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of all Notes at the time
      outstanding. The Indenture also contains provisions permitting the Holders
      of
      Notes representing specified percentages of the aggregate Note Balance of the
      Notes on behalf of the Holders of all the Notes, to waive any past Default
      under
      the Indenture and its consequences. Any such waiver by the Holder, at the time
      of the giving thereof, of this Note (or any one or more predecessor Notes)
      shall
      bind the Holder of every Note issued upon the registration of transfer hereof
      or
      in exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuing Entity
      and
      the Indenture Trustee to amend or waive certain terms and conditions set forth
      in the Indenture without the consent of the Holders of the Notes issued
      thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Indenture
      Trustee by manual signature, this Note shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March ____, 2006

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST 2006-1

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              BY:
                WILMINGTON TRUST COMPANY, not in its individual capacity but solely
                in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    
      	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian

              _____________________________________________________________________________

            
	 	 	
              (Cust)

            	
              (Minor)

            
	 	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

              _____________________________________________________________________________

            
	 	 	 	
              (State)

            
	 	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

    ASSIGNEE:

    


    
      	 
	 
	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Note on
      the
      books kept for registration thereof, with full power of substitution in the
      premises.

     

    Dated:
      ________________________________     ________________________________

     

    Signature
      Guaranteed by __________________________________

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    


     

    



    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-6

     

    FORM
      OF
      CLASS M-2 NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.

     

    THIS
      NOTE
      IS SUBORDINATE TO THE CLASS A NOTES AND THE CLASS M-1 NOTES TO THE EXTENT
      DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    NEW
      CENTURY HOME EQUITY LOAN TRUST, 2006-1

    ASSET-BACKED
      NOTES, SERIES 2006-1

    CLASS
      M-2

    


    
      	
              AGGREGATE
                NOTE BALANCE: $_____________________

            	
              NOTE
                RATE: Variable

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO. [ ]

            
	 	 


    

    


    New
      Century Home Equity Loan Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to Cede & Co. or
      registered assigns, the principal sum of ($_________________) in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      on
      the Final Stated Maturity Date and to pay interest on the Note Balance of this
      Note (this “Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Asset-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 30,
      2006 (the “Indenture”), between the Issuing Entity and Deutsche Bank National
      Trust Company, as indenture trustee (the “Indenture Trustee”, which term
      includes any successor Indenture Trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro
      rata
      share of
      the aggregate payments on all Class M-2 Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Servicer on any
      Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class M-2 Notes, and
      each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
      will be limited in right of payment to amounts available from the Trust Estate
      as provided in the Indenture and (ii) such Holder shall have no recourse to
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, NC
      Capital, the Servicer or any of their respective affiliates, or to the assets
      of
      any of the foregoing entities, except the assets of the Issuing Entity pledged
      to secure the Class M-2 Notes pursuant to the Indenture and the rights conveyed
      to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All scheduled reductions in the Note Balance of a Note (or one or more
      predecessor Notes) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Note and of any note issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Note. The final payment of this
      Note shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the office or agency of the Issuing Entity maintained
      by
      it for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      Estate securing the Notes or otherwise shall continue to be applied to payments
      of principal of and interest on the Notes as if they had not been declared
      due
      and payable.

     

    The
      failure to pay any Interest Carryforward Amount at any time when funds are
      not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of this Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee,
      the Servicer or any successor servicer which opines that the acquisition,
      holding and transfer of this Note or interest herein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuing Entity, the Seller, NC Capital, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of all Notes at the time
      outstanding. The Indenture also contains provisions permitting the Holders
      of
      Notes representing specified percentages of the aggregate Note Balance of the
      Notes on behalf of the Holders of all the Notes, to waive any past Default
      under
      the Indenture and its consequences. Any such waiver by the Holder, at the time
      of the giving thereof, of this Note (or any one or more predecessor Notes)
      shall
      bind the Holder of every Note issued upon the registration of transfer hereof
      or
      in exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuing Entity
      and
      the Indenture Trustee to amend or waive certain terms and conditions set forth
      in the Indenture without the consent of the Holders of the Notes issued
      thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Indenture
      Trustee by manual signature, this Note shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March ____, 2006

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST 2006-1

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              BY:
                WILMINGTON TRUST COMPANY, not in its individual capacity but solely
                in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    
      	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian

              ___________________________________________________________________________

            
	 	 	
              (Cust)

            	
              (Minor)

            
	 	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

              ___________________________________________________________________________

            
	 	 	 	
              (State)

            
	 	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

    ASSIGNEE:

    


    
      	 
	 
	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Note on
      the
      books kept for registration thereof, with full power of substitution in the
      premises.

     

    Dated:
      ________________________________     ________________________________

     

    Signature
      Guaranteed by __________________________________

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    



    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-7

     

    FORM
      OF
      CLASS M-3 NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.

     

    THIS
      NOTE
      IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES AND THE CLASS M-2
      NOTES
      TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    NEW
      CENTURY HOME EQUITY LOAN TRUST, 2006-1

    ASSET-BACKED
      NOTES, SERIES 2006-1

    CLASS
      M-3

    


    
      	
              AGGREGATE
                NOTE BALANCE: $_____________________

            	
              NOTE
                RATE: Variable

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO. [ ]

            
	 	 


    

    


    New
      Century Home Equity Loan Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to Cede & Co. or
      registered assigns, the principal sum of ($_________________) in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      on
      the Final Stated Maturity Date and to pay interest on the Note Balance of this
      Note (this “Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Asset-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 30,
      2006 (the “Indenture”), between the Issuing Entity and Deutsche Bank National
      Trust Company, as indenture trustee (the “Indenture Trustee”, which term
      includes any successor Indenture Trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro
      rata
      share of
      the aggregate payments on all Class M-3 Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Servicer on any
      Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class M-3 Notes, and
      each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
      will be limited in right of payment to amounts available from the Trust Estate
      as provided in the Indenture and (ii) such Holder shall have no recourse to
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, NC
      Capital, the Servicer or any of their respective affiliates, or to the assets
      of
      any of the foregoing entities, except the assets of the Issuing Entity pledged
      to secure the Class M-3 Notes pursuant to the Indenture and the rights conveyed
      to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All scheduled reductions in the Note Balance of a Note (or one or more
      predecessor Notes) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Note and of any note issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Note. The final payment of this
      Note shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the office or agency of the Issuing Entity maintained
      by
      it for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      Estate securing the Notes or otherwise shall continue to be applied to payments
      of principal of and interest on the Notes as if they had not been declared
      due
      and payable.

     

    The
      failure to pay any Interest Carryforward Amount at any time when funds are
      not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of this Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee,
      the Servicer or any successor servicer which opines that the acquisition,
      holding and transfer of this Note or interest herein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuing Entity, the Seller, NC Capital, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of all Notes at the time
      outstanding. The Indenture also contains provisions permitting the Holders
      of
      Notes representing specified percentages of the aggregate Note Balance of the
      Notes on behalf of the Holders of all the Notes, to waive any past Default
      under
      the Indenture and its consequences. Any such waiver by the Holder, at the time
      of the giving thereof, of this Note (or any one or more predecessor Notes)
      shall
      bind the Holder of every Note issued upon the registration of transfer hereof
      or
      in exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuing Entity
      and
      the Indenture Trustee to amend or waive certain terms and conditions set forth
      in the Indenture without the consent of the Holders of the Notes issued
      thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Indenture
      Trustee by manual signature, this Note shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March ____, 2006

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST 2006-1

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              BY:
                WILMINGTON TRUST COMPANY, not in its individual capacity but solely
                in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    
      	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian

              ____________________________________________________________________________

            
	 	 	
              (Cust)

            	
              (Minor)

            
	 	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

              ____________________________________________________________________________

            
	 	 	 	
              (State)

            
	 	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

    ASSIGNEE:

    


    
      	 
	 
	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Note on
      the
      books kept for registration thereof, with full power of substitution in the
      premises.

     

    Dated:
      ________________________________     ________________________________

     

    Signature
      Guaranteed by __________________________________

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    


     

    



    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-8

     

    FORM
      OF
      CLASS M-4 NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.

     

    THIS
      NOTE
      IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS M-2 NOTES
      AND THE CLASS M-3 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO
      HEREIN.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    NEW
      CENTURY HOME EQUITY LOAN TRUST, 2006-1

    ASSET-BACKED
      NOTES, SERIES 2006-1

    CLASS
      M-4

    


    
      	
              AGGREGATE
                NOTE BALANCE: $_____________________

            	
              NOTE
                RATE: Variable

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO. [ ]

            
	 	 


    

    


    New
      Century Home Equity Loan Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to Cede & Co. or
      registered assigns, the principal sum of ($_________________) in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      on
      the Final Stated Maturity Date and to pay interest on the Note Balance of this
      Note (this “Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Asset-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 30,
      2006 (the “Indenture”), between the Issuing Entity and Deutsche Bank National
      Trust Company, as indenture trustee (the “Indenture Trustee”, which term
      includes any successor Indenture Trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro
      rata
      share of
      the aggregate payments on all Class M-4 Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Servicer on any
      Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class M-4 Notes, and
      each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
      will be limited in right of payment to amounts available from the Trust Estate
      as provided in the Indenture and (ii) such Holder shall have no recourse to
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, NC
      Capital, the Servicer or any of their respective affiliates, or to the assets
      of
      any of the foregoing entities, except the assets of the Issuing Entity pledged
      to secure the Class M-4 Notes pursuant to the Indenture and the rights conveyed
      to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All scheduled reductions in the Note Balance of a Note (or one or more
      predecessor Notes) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Note and of any note issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Note. The final payment of this
      Note shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the office or agency of the Issuing Entity maintained
      by
      it for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      Estate securing the Notes or otherwise shall continue to be applied to payments
      of principal of and interest on the Notes as if they had not been declared
      due
      and payable.

     

    The
      failure to pay any Interest Carryforward Amount at any time when funds are
      not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of this Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee,
      the Servicer or any successor servicer which opines that the acquisition,
      holding and transfer of this Note or interest herein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuing Entity, the Seller, NC Capital, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of all Notes at the time
      outstanding. The Indenture also contains provisions permitting the Holders
      of
      Notes representing specified percentages of the aggregate Note Balance of the
      Notes on behalf of the Holders of all the Notes, to waive any past Default
      under
      the Indenture and its consequences. Any such waiver by the Holder, at the time
      of the giving thereof, of this Note (or any one or more predecessor Notes)
      shall
      bind the Holder of every Note issued upon the registration of transfer hereof
      or
      in exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuing Entity
      and
      the Indenture Trustee to amend or waive certain terms and conditions set forth
      in the Indenture without the consent of the Holders of the Notes issued
      thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Indenture
      Trustee by manual signature, this Note shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

     


    
      
        A-8-

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March ____, 2006

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST 2006-1

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              BY:
                WILMINGTON TRUST COMPANY, not in its individual capacity but solely
                in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    
      	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian

              ____________________________________________________________________________

            
	 	 	
              (Cust)

            	
              (Minor)

            
	 	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

              ____________________________________________________________________________

            
	 	 	 	
              (State)

            
	 	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

    ASSIGNEE:

    


    
      	 
	 
	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Note on
      the
      books kept for registration thereof, with full power of substitution in the
      premises.

     

    Dated:
      ________________________________     ________________________________

     

    Signature
      Guaranteed by __________________________________

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    


     

    



    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-9

     

    FORM
      OF
      CLASS M-5 NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.

     

    THIS
      NOTE
      IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS M-2 NOTES,
      THE CLASS M-3 NOTES AND THE CLASS M-4 NOTES TO THE EXTENT DESCRIBED IN THE
      INDENTURE REFERRED TO HEREIN.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    NEW
      CENTURY HOME EQUITY LOAN TRUST, 2006-1

    ASSET-BACKED
      NOTES, SERIES 2006-1

    CLASS
      M-5

    


    
      	
              AGGREGATE
                NOTE BALANCE: $_____________________

            	
              NOTE
                RATE: Variable

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO. [ ]

            
	 	 


    

    


    New
      Century Home Equity Loan Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to Cede & Co. or
      registered assigns, the principal sum of ($_________________) in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      on
      the Final Stated Maturity Date and to pay interest on the Note Balance of this
      Note (this “Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Asset-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 30,
      2006 (the “Indenture”), between the Issuing Entity and Deutsche Bank National
      Trust Company, as indenture trustee (the “Indenture Trustee”, which term
      includes any successor Indenture Trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro
      rata
      share of
      the aggregate payments on all Class M-5 Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Servicer on any
      Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class M-5 Notes, and
      each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
      will be limited in right of payment to amounts available from the Trust Estate
      as provided in the Indenture and (ii) such Holder shall have no recourse to
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, NC
      Capital, the Servicer or any of their respective affiliates, or to the assets
      of
      any of the foregoing entities, except the assets of the Issuing Entity pledged
      to secure the Class M-5 Notes pursuant to the Indenture and the rights conveyed
      to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All scheduled reductions in the Note Balance of a Note (or one or more
      predecessor Notes) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Note and of any note issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Note. The final payment of this
      Note shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the office or agency of the Issuing Entity maintained
      by
      it for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      Estate securing the Notes or otherwise shall continue to be applied to payments
      of principal of and interest on the Notes as if they had not been declared
      due
      and payable.

     

    The
      failure to pay any Interest Carryforward Amount at any time when funds are
      not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of this Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee,
      the Servicer or any successor servicer which opines that the acquisition,
      holding and transfer of this Note or interest herein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuing Entity, the Seller, NC Capital, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of all Notes at the time
      outstanding. The Indenture also contains provisions permitting the Holders
      of
      Notes representing specified percentages of the aggregate Note Balance of the
      Notes on behalf of the Holders of all the Notes, to waive any past Default
      under
      the Indenture and its consequences. Any such waiver by the Holder, at the time
      of the giving thereof, of this Note (or any one or more predecessor Notes)
      shall
      bind the Holder of every Note issued upon the registration of transfer hereof
      or
      in exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuing Entity
      and
      the Indenture Trustee to amend or waive certain terms and conditions set forth
      in the Indenture without the consent of the Holders of the Notes issued
      thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Indenture
      Trustee by manual signature, this Note shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March ____, 2006

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST 2006-1

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              BY:
                WILMINGTON TRUST COMPANY, not in its individual capacity but solely
                in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    
      	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian

              _________________________________________________________________________

            
	 	 	
              (Cust)

            	
              (Minor)

            
	 	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

              _________________________________________________________________________

            
	 	 	 	
              (State)

            
	 	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

    ASSIGNEE:

    


    
      	 
	 
	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Note on
      the
      books kept for registration thereof, with full power of substitution in the
      premises.

     

    Dated:
      ________________________________     ________________________________

     

    Signature
      Guaranteed by __________________________________

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    


     

    



    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-10

     

    FORM
      OF
      CLASS M-6 NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.

     

    THIS
      NOTE
      IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS M-2 NOTES,
      THE CLASS M-3 NOTES, THE CLASS M-4 NOTES AND THE CLASS M-5 NOTES TO THE EXTENT
      DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    NEW
      CENTURY HOME EQUITY LOAN TRUST, 2006-1

    ASSET-BACKED
      NOTES, SERIES 2006-1

    CLASS
      M-6

    


    
      	
              AGGREGATE
                NOTE BALANCE: $_____________________

            	
              NOTE
                RATE: Variable

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO. [ ]

            
	 	 


    

    


    New
      Century Home Equity Loan Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to Cede & Co. or
      registered assigns, the principal sum of ($_________________) in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      on
      the Final Stated Maturity Date and to pay interest on the Note Balance of this
      Note (this “Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Asset-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 30,
      2006 (the “Indenture”), between the Issuing Entity and Deutsche Bank National
      Trust Company, as indenture trustee (the “Indenture Trustee”, which term
      includes any successor Indenture Trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro
      rata
      share of
      the aggregate payments on all Class M-6 Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Servicer on any
      Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class M-6 Notes, and
      each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
      will be limited in right of payment to amounts available from the Trust Estate
      as provided in the Indenture and (ii) such Holder shall have no recourse to
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, NC
      Capital, the Servicer or any of their respective affiliates, or to the assets
      of
      any of the foregoing entities, except the assets of the Issuing Entity pledged
      to secure the Class M-6 Notes pursuant to the Indenture and the rights conveyed
      to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All scheduled reductions in the Note Balance of a Note (or one or more
      predecessor Notes) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Note and of any note issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Note. The final payment of this
      Note shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the office or agency of the Issuing Entity maintained
      by
      it for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      Estate securing the Notes or otherwise shall continue to be applied to payments
      of principal of and interest on the Notes as if they had not been declared
      due
      and payable.

     

    The
      failure to pay any Interest Carryforward Amount at any time when funds are
      not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of this Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee,
      the Servicer or any successor servicer which opines that the acquisition,
      holding and transfer of this Note or interest herein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuing Entity, the Seller, NC Capital, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of all Notes at the time
      outstanding. The Indenture also contains provisions permitting the Holders
      of
      Notes representing specified percentages of the aggregate Note Balance of the
      Notes on behalf of the Holders of all the Notes, to waive any past Default
      under
      the Indenture and its consequences. Any such waiver by the Holder, at the time
      of the giving thereof, of this Note (or any one or more predecessor Notes)
      shall
      bind the Holder of every Note issued upon the registration of transfer hereof
      or
      in exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuing Entity
      and
      the Indenture Trustee to amend or waive certain terms and conditions set forth
      in the Indenture without the consent of the Holders of the Notes issued
      thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Indenture
      Trustee by manual signature, this Note shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March ____, 2006

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST 2006-1

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              BY:
                WILMINGTON TRUST COMPANY, not in its individual capacity but solely
                in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    
      	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian

              ___________________________________________________________________________

            
	 	 	
              (Cust)

            	
              (Minor)

            
	 	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

              ___________________________________________________________________________

            
	 	 	 	
              (State)

            
	 	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

    ASSIGNEE:

    


    
      	 
	 
	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Note on
      the
      books kept for registration thereof, with full power of substitution in the
      premises.

     

    Dated:
      ________________________________     ________________________________

     

    Signature
      Guaranteed by __________________________________

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    


     

    



    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-11

     

    FORM
      OF
      CLASS M-7 NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.

     

    THIS
      NOTE
      IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS M-2 NOTES,
      THE CLASS M-3 NOTES, THE CLASS M-4 NOTES, THE CLASS M-5 NOTES AND THE CLASS
      M-6
      NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO
      HEREIN.


    
      
        
 

        


         

      

      
         

        
          

        

      

      
         

      

    


    NEW
      CENTURY HOME EQUITY LOAN TRUST, 2006-1

    ASSET-BACKED
      NOTES, SERIES 2006-1

    CLASS
      M-7

    


    
      	
              AGGREGATE
                NOTE BALANCE: $_____________________

            	
              NOTE
                RATE: Variable

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO. [ ]

            
	 	 


    

    


    New
      Century Home Equity Loan Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to Cede & Co. or
      registered assigns, the principal sum of ($_________________) in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      on
      the Final Stated Maturity Date and to pay interest on the Note Balance of this
      Note (this “Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Asset-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 30,
      2006 (the “Indenture”), between the Issuing Entity and Deutsche Bank National
      Trust Company, as indenture trustee (the “Indenture Trustee”, which term
      includes any successor Indenture Trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro
      rata
      share of
      the aggregate payments on all Class M-7 Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Servicer on any
      Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class M-7 Notes, and
      each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
      will be limited in right of payment to amounts available from the Trust Estate
      as provided in the Indenture and (ii) such Holder shall have no recourse to
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, NC
      Capital, the Servicer or any of their respective affiliates, or to the assets
      of
      any of the foregoing entities, except the assets of the Issuing Entity pledged
      to secure the Class M-7 Notes pursuant to the Indenture and the rights conveyed
      to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All scheduled reductions in the Note Balance of a Note (or one or more
      predecessor Notes) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Note and of any note issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Note. The final payment of this
      Note shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the office or agency of the Issuing Entity maintained
      by
      it for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      Estate securing the Notes or otherwise shall continue to be applied to payments
      of principal of and interest on the Notes as if they had not been declared
      due
      and payable.

     

    The
      failure to pay any Interest Carryforward Amount at any time when funds are
      not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of this Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee,
      the Servicer or any successor servicer which opines that the acquisition,
      holding and transfer of this Note or interest herein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuing Entity, the Seller, NC Capital, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of all Notes at the time
      outstanding. The Indenture also contains provisions permitting the Holders
      of
      Notes representing specified percentages of the aggregate Note Balance of the
      Notes on behalf of the Holders of all the Notes, to waive any past Default
      under
      the Indenture and its consequences. Any such waiver by the Holder, at the time
      of the giving thereof, of this Note (or any one or more predecessor Notes)
      shall
      bind the Holder of every Note issued upon the registration of transfer hereof
      or
      in exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuing Entity
      and
      the Indenture Trustee to amend or waive certain terms and conditions set forth
      in the Indenture without the consent of the Holders of the Notes issued
      thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Indenture
      Trustee by manual signature, this Note shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN
      THE
      INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE
      SHALL BE
      CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW
      YORK
      APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March ____, 2006

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST 2006-1

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              BY:
                WILMINGTON TRUST COMPANY, not in its individual capacity but solely
                in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    
      	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian

              ___________________________________________________________________________

            
	 	 	
              (Cust)

            	
              (Minor)

            
	 	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

              ___________________________________________________________________________

            
	 	 	 	
              (State)

            
	 	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

    ASSIGNEE:

    


    
      	 
	 
	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Note on
      the
      books kept for registration thereof, with full power of substitution in the
      premises.

     

    Dated:
      ________________________________     ________________________________

     

    Signature
      Guaranteed by __________________________________

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    


     

    



    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-12

     

    FORM
      OF
      CLASS M-8 NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.

     

    THIS
      NOTE
      IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS M-2 NOTES,
      THE CLASS M-3 NOTES, THE CLASS M-4 NOTES, THE CLASS M-5 NOTES, THE CLASS M-6
      NOTES AND THE CLASS M-7 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED
      TO HEREIN.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    NEW
      CENTURY HOME EQUITY LOAN TRUST, 2006-1

    ASSET-BACKED
      NOTES, SERIES 2006-1

    CLASS
      M-8

    


    
      	
              AGGREGATE
                NOTE BALANCE: $_____________________

            	
              NOTE
                RATE: Variable

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO. [ ]

            
	 	 


    

    


    New
      Century Home Equity Loan Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to Cede & Co. or
      registered assigns, the principal sum of ($_________________) in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      on
      the Final Stated Maturity Date and to pay interest on the Note Balance of this
      Note (this “Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Asset-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 30,
      2006 (the “Indenture”), between the Issuing Entity and Deutsche Bank National
      Trust Company, as indenture trustee (the “Indenture Trustee”, which term
      includes any successor Indenture Trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro
      rata
      share of
      the aggregate payments on all Class M-8 Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Servicer on any
      Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class M-8 Notes, and
      each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
      will be limited in right of payment to amounts available from the Trust Estate
      as provided in the Indenture and (ii) such Holder shall have no recourse to
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, NC
      Capital, the Servicer or any of their respective affiliates, or to the assets
      of
      any of the foregoing entities, except the assets of the Issuing Entity pledged
      to secure the Class M-8 Notes pursuant to the Indenture and the rights conveyed
      to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All scheduled reductions in the Note Balance of a Note (or one or more
      predecessor Notes) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Note and of any note issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Note. The final payment of this
      Note shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the office or agency of the Issuing Entity maintained
      by
      it for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      Estate securing the Notes or otherwise shall continue to be applied to payments
      of principal of and interest on the Notes as if they had not been declared
      due
      and payable.

     

    The
      failure to pay any Interest Carryforward Amount at any time when funds are
      not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of this Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee,
      the Servicer or any successor servicer which opines that the acquisition,
      holding and transfer of this Note or interest herein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuing Entity, the Seller, NC Capital, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of all Notes at the time
      outstanding. The Indenture also contains provisions permitting the Holders
      of
      Notes representing specified percentages of the aggregate Note Balance of the
      Notes on behalf of the Holders of all the Notes, to waive any past Default
      under
      the Indenture and its consequences. Any such waiver by the Holder, at the time
      of the giving thereof, of this Note (or any one or more predecessor Notes)
      shall
      bind the Holder of every Note issued upon the registration of transfer hereof
      or
      in exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuing Entity
      and
      the Indenture Trustee to amend or waive certain terms and conditions set forth
      in the Indenture without the consent of the Holders of the Notes issued
      thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Indenture
      Trustee by manual signature, this Note shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March ____, 2006

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST 2006-1

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              BY:
                WILMINGTON TRUST COMPANY, not in its individual capacity but solely
                in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    
      	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian

              ____________________________________________________________________________

            
	 	 	
              (Cust)

            	
              (Minor)

            
	 	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

              ____________________________________________________________________________

            
	 	 	 	
              (State)

            
	 	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

    ASSIGNEE:

    


    
      	 
	 
	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Note on
      the
      books kept for registration thereof, with full power of substitution in the
      premises.

     

    Dated:
      ________________________________     ________________________________

     

    Signature
      Guaranteed by __________________________________

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     


    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-13

     

    FORM
      OF
      CLASS M-9 NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.

     

    THIS
      NOTE
      IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS M-2 NOTES,
      THE CLASS M-3 NOTES, THE CLASS M-4 NOTES, THE CLASS M-5 NOTES, THE CLASS M-6
      NOTES AND THE CLASS M-7 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED
      TO HEREIN.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    NEW
      CENTURY HOME EQUITY LOAN TRUST, 2006-1

    ASSET-BACKED
      NOTES, SERIES 2006-1

    CLASS
      M-9

    


    
      	
              AGGREGATE
                NOTE BALANCE: $_____________________

            	
              NOTE
                RATE: Variable

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO. [ ]

            
	 	 


    

    


    New
      Century Home Equity Loan Trust 2006-1 (the “Issuing Entity”), a Delaware
      statutory trust, for value received, hereby promises to pay to Cede & Co. or
      registered assigns, the principal sum of ($_________________) in monthly
      installments on the twenty-fifth day of each month or, if such day is not a
      Business Day, the next succeeding Business Day (each a “Payment Date”),
      commencing in April 2006 and ending on or before the Payment Date occurring
      on
      the Final Stated Maturity Date and to pay interest on the Note Balance of this
      Note (this “Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Asset-Backed Notes,
      Series 2006-1 (the “Notes”), issued under an Indenture dated as of March 30,
      2006 (the “Indenture”), between the Issuing Entity and Deutsche Bank National
      Trust Company, as indenture trustee (the “Indenture Trustee”, which term
      includes any successor Indenture Trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights thereunder of the Issuing Entity, the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro
      rata
      share of
      the aggregate payments on all Class M-9 Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Servicer on any
      Payment Date on or after the Payment Date on which the aggregate Stated
      Principal Balance of the Mortgage Loans as of the end of the prior Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class M-9 Notes, and
      each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
      will be limited in right of payment to amounts available from the Trust Estate
      as provided in the Indenture and (ii) such Holder shall have no recourse to
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, NC
      Capital, the Servicer or any of their respective affiliates, or to the assets
      of
      any of the foregoing entities, except the assets of the Issuing Entity pledged
      to secure the Class M-9 Notes pursuant to the Indenture and the rights conveyed
      to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Indenture Trustee
      at
      least five Business Days prior to the Record Date, any payment of principal
      or
      interest, other than the final installment of principal or interest, shall
      be
      made by wire transfer to an account in the United States designated by such
      Holder. All scheduled reductions in the Note Balance of a Note (or one or more
      predecessor Notes) effected by payments of principal made on any Payment Date
      shall be binding upon all Holders of this Note and of any note issued upon
      the
      registration of transfer thereof or in exchange therefor or in lieu thereof,
      whether or not such payment is noted on such Note. The final payment of this
      Note shall be payable upon presentation and surrender thereof on or after the
      Payment Date thereof at the office or agency of the Issuing Entity maintained
      by
      it for such purpose pursuant to Section 3.02 of the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      Estate securing the Notes or otherwise shall continue to be applied to payments
      of principal of and interest on the Notes as if they had not been declared
      due
      and payable.

     

    The
      failure to pay any Interest Carryforward Amount at any time when funds are
      not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of this Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
      which opinion of counsel will not be at the expense of the Issuing Entity,
      the
      Seller, NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee,
      the Servicer or any successor servicer which opines that the acquisition,
      holding and transfer of this Note or interest herein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuing Entity, the Seller, NC Capital, the Depositor, any Underwriter, the
      Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Indenture Trustee, one
      or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee and any agent of the Issuing Entity or the
      Indenture Trustee may treat the Person in whose name this Note is registered
      as
      the owner of such Note (i) on the applicable Record Date for the purpose of
      making payments and interest of such Note and (ii) on any other date for all
      other purposes whatsoever, as the owner hereof, whether or not this Note be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
      agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
      to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of all Notes at the time
      outstanding. The Indenture also contains provisions permitting the Holders
      of
      Notes representing specified percentages of the aggregate Note Balance of the
      Notes on behalf of the Holders of all the Notes, to waive any past Default
      under
      the Indenture and its consequences. Any such waiver by the Holder, at the time
      of the giving thereof, of this Note (or any one or more predecessor Notes)
      shall
      bind the Holder of every Note issued upon the registration of transfer hereof
      or
      in exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuing Entity
      and
      the Indenture Trustee to amend or waive certain terms and conditions set forth
      in the Indenture without the consent of the Holders of the Notes issued
      thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Indenture
      Trustee by manual signature, this Note shall not be entitled to any benefit
      under the Indenture, or be valid or obligatory for any purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed by Wilmington Trust Company, not in its individual capacity but solely
      as Owner Trustee.

     

    Dated:
      March ____, 2006

     

    
      	 	 	 	 	 	 	
              NEW
                CENTURY HOME EQUITY LOAN TRUST 2006-1

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              BY:
                WILMINGTON TRUST COMPANY, not in its individual capacity but solely
                in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


    


    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    
      	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian

              ____________________________________________________________________________

            
	 	 	
              (Cust)

            	
              (Minor)

            
	 	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

              ____________________________________________________________________________

            
	 	 	 	
              (State)

            
	 	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

    ASSIGNEE:

    


    
      	 
	 
	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________________ attorney to transfer said Note on
      the
      books kept for registration thereof, with full power of substitution in the
      premises.

     

    Dated:
      ________________________________     ________________________________

     

    Signature
      Guaranteed by __________________________________

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    



    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      B

     

    MORTGAGE
      LOAN SCHEDULE

     

    


    



    
      
        
           

          


          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      C-1

     

    FORM
      OF
      INITIAL CERTIFICATION

     

    March
      [___], 2006

    


    
      	
              New
                Century Home Equity Loan Trust 2006-1

              c/o
                Wilmington Trust Company

              Rodney
                Square North

              1100
                North Market Street

              Wilmington,
                Delaware 19990-0001

              Attention:
                Corporate Trust Administration

            	
              New
                Century Mortgage Corporation

              18400
                Von Karman

              Irvine,
                California 92612

            


    

    


    
      	 	
              Re:

            	
              Indenture
                dated as of March 30, 2006, between New Century Home

              Equity
                Loan Trust 2006-1 and Deutsche Bank National Trust
                Company

            


    

    


    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.03(a) of the above-captioned Indenture and Section
      2.1(b)(i)-(v) of the Mortgage Loan Purchase Agreement, dated as of March 30,
      2006 (the “MLPA”; and together with the Indenture, the “Agreements”), among New
      Century Credit Corporation, NC Capital Corporation and New Century Mortgage
      Securities LLC., the undersigned, as Indenture Trustee, hereby certifies that
      as
      to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
      Mortgage Loan paid in full or any Mortgage Loan specifically identified in
      the
      exception report annexed thereto as not being covered by such certification)
      (i)
      all documents constituting part of such Mortgage File (other than such documents
      described in Section 2.1(v) of the MLPA) required to be delivered to it pursuant
      to the Agreement are in its possession, (ii) such documents have been reviewed
      by it and appear regular on their face and relate to such Mortgage Loan and
      (iii) based on its examination and only as to the foregoing, the information
      set
      forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (x),
      (xi), (xiv) and (xvi) (solely as to the Gross Margin) of the definition of
      “Mortgage Loan Schedule” accurately reflects information set forth in the
      Mortgage File.

     

    The
      Indenture Trustee makes no representations as to: (i) the validity, legality,
      sufficiency, enforceability or genuineness of any of the documents contained
      in
      the Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan
      Schedule, (ii) the collectability, insurability, effectiveness or suitability
      of
      any such Mortgage Loan, or (iii) whether any Mortgage File included any of
      the
      documents specified in clause (v) of Section 2.1 of the MLPA.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Indenture.

     

    
      	 	 	 	 	 	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY, as Indenture Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name: 

            
	 	 	 	 	 	 	 	
              Title: 

            


    

    


    


    


    



    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      C-2

     

    FORM
      OF
      FINAL CERTIFICATION

     

    ,
      200__

    


    
      	
              New
                Century Home Equity Loan Trust 2006-1

              c/o
                Wilmington Trust Company

              Rodney
                Square North

              1100
                North Market Street

              Wilmington,
                Delaware 19990-0001

              Attention:
                Corporate Trust Administration

            	
              New
                Century Mortgage Corporation

              18400
                Von Karman

              Irvine,
                California 92612

            


    

    


    
      	 	
              Re:

            	
              Indenture
                dated as of March 30, 2006, between New Century Home Equity Loan
                Trust
                2006-1 and Deutsche Bank National Trust
                Company

            


    

    


    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.03(b) of the above-captioned Indenture, and Section
      2.1(b) of the Mortgage Loan Purchase Agreement, dated as of March 30, 2006,
      (the
“MLPA”; and together with the Indenture, the “Agreements”), among New Century
      Credit Corporation, NC Capital Corporation and New Century Mortgage Securities
      LLC, the undersigned, as Indenture Trustee, hereby certifies that as to each
      Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
      Loan
      paid in full or listed on the exception report attached hereto) it has received
      the documents set forth in Section 2.1(b) of the MLPA.

     

    The
      Indenture Trustee has made no independent examination of any documents contained
      in each Mortgage File beyond the review specifically required in the Agreements.
      The Indenture Trustee makes no representation that any documents specified
      in
      clause (v) of Section 2.1(b) should be included in any Mortgage
      File.

     

    The
      Indenture Trustee makes no representations as to and shall not be responsible
      to
      verify: (i) the validity, legality, sufficiency, enforceability, due
      authorization, recordability or genuineness of any of the documents contained
      in
      each Mortgage File of any of the Mortgage Loans identified on the Mortgage
      Loan
      Schedule, (ii) the collectability, insurability, effectiveness or suitability
      of
      any such Mortgage Loan or (iii) the existence of any assumption, modification,
      written assurance or substitution agreement with respect to any Mortgage File
      if
      no such documents appear in the Mortgage File delivered to the Indenture
      Trustee.

     


    
      
         

        


        


         

      

      
         

        
          

        

      

      
         

      

    


    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Indenture.

     

    
      	 	 	 	 	 	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY, as Indenture Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name: 

            
	 	 	 	 	 	 	 	
              Title: 

            


    

    


    


    


    



    
      
        
           

          


          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      D

     

    INTEREST
      RATE SWAP AGREEMENT

     

    (PROVIDED
      UPON REQUEST)