Unassociated Document


    NEW
      CENTURY HOME EQUITY LOAN TRUST 2004-1

    


    SUPPLEMENTAL
      INDENTURE NO. 1

    


    Supplemental
      Indenture No. 1 (the “Supplemental Indenture”), dated and effective as of
      December 15, 2006, between New Century Home Equity Loan Trust 2004-1, as Issuer
      and Deutsche Bank National Trust Company, as Indenture Trustee, with respect
      to
      the Indenture (the “Indenture”), dated as of April 21, 2004, between the Issuer
      and the Indenture Trustee. The parties hereto are entering into the Supplemental
      Indenture pursuant to Section 9.01 of the Indenture. Capitalized terms used
      herein but not defined herein shall have the meanings ascribed thereto in the
      Indenture.

     

    1.  Supplemental
      Indenture.

     

    The
      definition of “Basis Risk Shortfall” in Appendix A to the Indenture is deleted
      in its entirety and replaced with the following: 

     

    “Basis
      Risk Shortfall”: With respect to any Class of Notes and any Payment Date, the
      sum of (i) the excess, if any, of (x) the aggregate Accrued Note Interest
      thereon for such Payment Date (without regard to the related Available Funds
      Rate) over (y) interest accrued on such Class of Notes at the related Available
      Funds Rate and (ii) the unpaid portion of any Basis Risk Shortfall from the
      prior Payment Dates together with interest accrued on such unpaid portion for
      the most recently ended Interest Accrual Period at the related Note Rate
      (without regard to the related Available Funds Rate).

     

    2.  Counterparts.

     

    This
      Supplemental Indenture may be executed simultaneously in any number of
      counterparts, each of which counterparts shall be deemed to be an original,
      and
      such counterparts shall constitute but one and the same instrument.

     

    3.  Governing
      Law.

     

    This
      Supplemental Indenture shall be construed in accordance with the laws of the
      State of New York and the obligations, rights and remedies of the parties
      hereunder shall be determined in accordance with such laws.

     

    4.  Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this
      Supplemental Indenture for any reason whatsoever shall be held invalid, then
      such covenants, agreements, provisions or terms shall be deemed severable from
      the remaining covenants, agreements, provisions or terms of this Supplemental
      Indenture and shall in no way affect the validity or enforceability of the
      other
      provisions of this Supplemental Indenture.

     

    5.  Successors
      and Assigns.

     

    The
      provisions of this Supplemental Indenture shall be binding upon and inure to
      the
      benefit of the respective successors and assigns of the parties hereto, and
      all
      such provisions shall inure to the benefit of the
      Certificateholders.

     

    6.  Article
      and Section Headings.

     

    The
      article and section headings herein are for convenience of reference only,
      and
      shall not limit or otherwise affect the meaning hereof.

     

    7.  No
      Recourse to Owner Trustee. 

     

    It
      is
      expressly understood and agreed by the parties hereto that (a) this Supplemental
      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 2004-1, 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 Issuer 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 Issuer, (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 Issuer or be liable for the breach or failure of any obligation,
      representation, warranty or covenant made or undertaken by the Issuer under
      this
      Supplemental Indenture or any other related documents.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned 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 2004-1,

              as
                Issuer

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

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

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Mary K. Pupillo

            
	 	 	 	 	 	 	 	
              Name:

            	
              Mary
                K. Pupillo

            
	 	 	 	 	 	 	 	
              Title:

            	
              Assistant
                Vice President

            


    

    


    


    
      	 	 	 	 	 	 	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Ronaldo Reyes

            
	 	 	 	 	 	 	 	
              Name:

            	
              Ronaldo
                Reyes

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


    


    
      	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Melissa Wilman

            
	 	 	 	 	 	 	 	
              Name:

            	
              Melissa
                Wilman

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


    


    
      	
              Acknowledged
                and agreed to by:

            	 
	 	 
	
              NC
                RESIDUAL IV CORPORATION,

              as
                Holder of the Owner Trust Certificates

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              By:

            	
              /s/
                Kevin Cloyd

            	 	 
	
              Name:

            	
              Kevin
                Cloyd

            	 	 
	
              Title:

            	
              President