ASSET PURCHASE AGREEMENT between NEW CENTURY FINANCIAL CORPORATION, THE SELLING SUBSIDIARIES NAMED HEREIN and ELLINGTON MANAGEMENT GROUP, L.L.C. ON BEHALF OF ITS CLIENT FUNDS Dated as of May 2, 2007

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

between

NEW CENTURY FINANCIAL CORPORATION,

THE SELLING SUBSIDIARIES NAMED HEREIN

and

ELLINGTON MANAGEMENT GROUP, L.L.C.

ON BEHALF OF ITS CLIENT FUNDS

Dated as of May 2, 2007

1

TABLE OF CONTENTS

Page

ARTICLE 1 Definitions

ARTICLE 2 Purchased Assets

ARTICLE 3 Purchase Price

ARTICLE 4 Representations and Warranties of the Sellers

ARTICLE 5 Representations and Warranties of the Purchaser

ARTICLE 6 Additional Agreements

ARTICLE 7 Closing

ARTICLE 8 Transfer of Servicing

ARTICLE 9 Termination

ARTICLE 10 Survival of Representations and Warranties

ARTICLE 11 Notices

ARTICLE 12 Miscellaneous

2

SCHEDULES *

EXHIBITS *

•  The exhibits and schedules to this Asset Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

3

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “ Agreement ”) is made as of May 2, 2007, by and among New Century Financial Corporation, a Maryland corporation (the “ Company ”), the Subsidiaries of the Company owning Purchased Assets (as defined below), which are named on Schedule 3 hereof (the “ Selling Subsidiaries ”), and Ellington Management Group, L.L.C., a Delaware limited liability company, on behalf of its client funds (the “ Purchaser ”). The Company and the Selling Subsidiaries are collectively referred to herein as the “Sellers” and, individually, as a “Seller.” The Sellers and the Purchaser are collectively referred to herein as the “Parties” and, individually, as a “Party.”

WHEREAS, the Sellers have filed Chapter 11 petitions to commence cases (the “ Chapter 11 Cases ”) under Title 11 of the United States Code (the “ Bankruptcy Code ”) on April 2, 2007 in the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy Court ”) and are currently operating as debtors and debtors-in-possession under Sections 1107 and 1108 of the Bankruptcy Code; and

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Purchaser desires to purchase from the Sellers, and the Sellers desire to sell to the Purchaser, the Purchased Assets, in a sale authorized by the Bankruptcy Court pursuant to, inter alia, Sections 105 and 363 of the Bankruptcy Code.

NOW, THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 For purposes of this Agreement, the following terms shall have the meanings set forth below:

“ Accrued and Unpaid Interest ” means, with respect to any Loan, as of any date, the interest, fees, premiums, consignment fees, costs, advances and other charges that have accrued on such Loan (whether or not such fees, costs or charges have been billed) but have not been paid by the Obligor on such Loan or otherwise collected by offset, recourse to collateral or otherwise.

“ Affiliate ” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities or otherwise.

“ Agreement ” shall have the meaning set forth in the preamble.

“ Assignment Deadline ” shall have the meaning set forth in Section 6.9(a).

“ Auction ” means the auction conducted by the Sellers pursuant to the Bidding Procedures Order.

“ Bankruptcy Code ” shall have the meaning set forth in the recitals.

“ Bankruptcy Court ” shall have the meaning set forth in the recitals.

“ Bankruptcy Rules ” shall mean the Federal Rules of Bankruptcy Procedure.

“ Bidding Procedures ” shall have the meaning set forth in Section 6.6.

“ Bidding Procedures Order ” means the order of the Bankruptcy Court attached hereto as Exhibit A .

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banking institutions in the States of California, Delaware and New York are authorized or obligated by law or executive order to be closed.

“ Chapter 11 Cases ” shall have the meaning set forth in the recitals.

“ Claim ” shall have the meaning as defined in Section 101(5) of the Bankruptcy Code.

“ Closing ” shall have the meaning set forth in Section 7.1.

“ Closing Date ” shall have the meaning set forth in Section 7.1.

“ Company ” shall have the meaning set forth in the preamble.

“ Contract ” means any contract, license, sublicense, franchise, permit, mortgage, deed to secured debt or deed of trust, purchase order, indenture, loan agreement, note, lease, sublease, agreement, obligation, commitment, understanding, instrument or other arrangement or any commitment to enter into any of the foregoing (in each case, whether written or oral).

“ Cut-off Date ” shall mean for each LNFA Mortgage Loan, the date listed for each Loan on the LNFA Mortgage Schedule as the cut-off date.

“ Designation Rights ” shall have the meaning set forth in Section 6.9(a).

“ DIP Agreement ” means the Debtor-in-Possession Loan and Security Agreement, dated as of April 13, 2007, by and among New Century Financial Corporation, certain of its Affiliates, Greenwich Capital Financial Products, Inc., The CIT Group Business Credit, Inc. and the lenders party thereto.

“ Files ” means, whether in paper or electronic form, books; records; customer and vendor lists; correspondence; files; advertising, marketing and sales materials; financial records and statements; correspondence, reports and examinations of Governmental Authorities and legal proceedings materials.

“ Final Order ” means an Order as to which the time to file an appeal, a motion for rehearing or reconsideration (excluding any motion under F.R.C.P. 60(b)) or a petition for writ of certiorari has expired and no such appeal, motion or petition is pending.

“ Finance Laws ” means the Truth in Lending Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act, the Consumer Credit Protection Act, the Right to Financial Privacy Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Homeowners Ownership and Equity Protection Act, the Federal Trade Commission Act, the Fair Debt Collection Practices Act and other Laws regulating lending.

“ First Priority Loans ” means those LNFA Mortgage Loans secured by a first priority Lien in favor of the applicable Seller who is a Party to the Loan or owns by assignment.

“ GAAP ” means United States generally accepted accounting principles consistently applied.

“ Governmental Authority ” means any United States federal, state or local or any foreign government, governmental regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body.

“ Grantor Trust ” means a fixed investment trust, as defined in Section 301.7701-4(c) of the Treasury Regulations or any entity or arrangement that has purported to be such a fixed investment trust, irrespective of whether such entity or arrangement qualifies as a fixed investment trust under Section 301.7701-4(c) of the Treasury Regulations.

“ Holdback ” shall have the meaning set forth in Section 3.2.

“ Holdback Period ” shall have the meaning set forth in Section 3.2.

“ Income Tax ” means all federal, state, local, or foreign taxes based upon, measured by, or calculated with respect to (i) gross or net income or gross or net receipts or profits (including, but not limited to, any capital gains, minimum taxes and any taxes on items of tax preference, but not including sales, use, goods and services, real or personal property transfer or other similar taxes); (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation taxes) if one or more of the bases upon which such tax may be based upon, measured, or calculated with respect to, is described in clause (i); or (iii) withholding taxes, measured by, or calculated with respect to, any payments or distributions (other than wages).

“ Initial Holdback Period ” shall have the meaning set forth in Section 3.2(a).

“ Insurance Policies ” means those policies of insurance which the Sellers maintain with respect to their assets and operations.

“ IRS ” means the Internal Revenue Service, or any successor agency.

“ Lien ” means any mortgage, deed to secured debt or deed of trust, pledge, security interest, encumbrance, Claim, tax, equitable interest, participation interest, negative pledge, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof) or any agreement to file any of the foregoing, any sale of receivables with recourse against the Sellers or any of their Affiliates, any filing or agreement to file a financing statement as debtor under the UCC or any similar statute and all claims (including, but not limited to, all “claims” within the meaning of section 101(5) of the Bankruptcy Code).

“ LNFA Mortgage Loans ” means all of the Sellers’ rights, title, and interest in the mortgage Loans on a servicing-released basis (to one or more third-party servicers) as scheduled on the LNFA Mortgage Schedule, including all legal, credit and servicing files related thereto, and all Seller-collected Accrued and Unpaid Interest, late fees and all other proceeds related thereto, including any proceeds realized by the Sellers in connection with a release and satisfaction of such Loan, received on or after the Cut-Off Date for such Loan as set forth on Schedule 1 hereto and all proceeds of the foregoing.

“ LNFA Mortgage Schedule ” shall mean Schedule 1 hereto.

“ Loans ” shall mean all loans, or other extensions of credit, either purchased by a Seller from Third Parties or pursuant to which any of the Sellers have lent money, in each case, which are owned by the Sellers or subject to repurchase by or similar Contract of a Seller, including, but not limited to, (a) loans which have been partially or fully charged off, (b) interests in loan participations and assignments, (c) legally binding commitments and obligations to extend credit (including any unfunded or partially funded revolving loans, lines of credit or similar arrangements).

“ Obligor ” means, with respect to any Loan, the Person(s) obligated to make payments with respect to such Loan, including, without limitation, the applicable borrower, or any guarantor, co-signer, surety or other obligor therefor.

“ Order ” means any decree, order, injunction, rule, judgment, consent of or by any Governmental Authority.

“ Organizational Documents ” means certificates of incorporation, by-laws, certificates of formation, limited liability company operating agreements, limited liability partnership agreements, partnership or limited partnership agreements or other formation or governing documents of a particular entity.

“ Parties ” shall have the meaning set forth in the preamble.

“ Party ” shall have the meaning set forth in the preamble.

“ Person ” means an individual, a partnership, a limited liability company, a corporation, a cooperative, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Authority.

“ Petition Date ” shall mean April 2, 2007.

“ Post Cut-off Date Collections ” shall have the meaning set forth in Section 8.3(d).

“ Purchase Price ” shall have the meaning set forth in Article 3 hereof.

“ Purchased Assets ” means the LNFA Mortgage Loans and the Residuals.

“ Purchaser ” shall have the meaning set forth in the preamble or shall mean Third Party Purchaser, as applicable.

“ Residuals ” means all of the Sellers’ interests, rights, and title to the residuals set forth on the Residuals Schedule, the related securitization clean-up calls (only to the extent the clean-up calls are held by the owner of the Residuals) and all proceeds related to the foregoing received after all their respective distribution dates in March 2007.

“ Residuals Schedule ” means Schedule 2 attached hereto.

“ Sale Hearing ” means the hearing of the Bankruptcy Court to approve this Agreement and the transactions contemplated herein.

“ Sale Order ” means an order of the Bankruptcy Court, authorizing and approving the sale of the Purchased Assets to the Purchaser under the terms of this Agreement free and clear of any Liens, claims, or other encumbrances of any kind or nature pursuant to section 363 of the Bankruptcy Code substantially in the form of Exhibit B hereof.

“ Second Priority Loans ” means those LNFA Mortgage Loans secured by a second priority Lien in favor of the applicable Seller who is a Party to the Loan or owns by assignment.

“ Sellers ” shall have the meaning set forth in the preamble.

“ Selling Subsidiaries ” shall have the meaning set forth in the preamble.

“Servicer Expenses ” shall have the meaning set forth in Section 8.1

“ Servicing Transfer Date ” shall have the meaning set forth in Section 8.1.

“ Tax Code ” means the Internal Revenue Code of 1986 as amended from time to time.

“ Tax Return ” means any return, declaration, report, claim for refund, information return, amended return or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of Taxes of any Person or the administration of any laws, regulations or administrative requirements relating to any Taxes.

“ Third Party ” means any Person other than the Parties or any of their Affiliates.

“ Third Party Purchaser ” shall have the meaning set forth in Section 6.9(a).

“ Third Party Purchaser Notice ” shall have the meaning set forth in Section 6.9(a).

“ Transaction Documents ” means this Agreement and any other agreement, certificate, consent, waiver, document or instrument to be executed and/or delivered at Closing, including, but not limited to, those agreements, certificates, consents, waivers, documents and other instruments required to be delivered by or on behalf of a Person under Article 7 hereof.

“ Treasury Regulation ” means a regulation promulgated by the Treasury Department under the Tax Code, including a temporary regulation and a proposed regulation to the extent that, by reason of their actual or proposed effective date, would or could, as of the date of any determination or opinion as to the tax consequences of any action or proposed action or transaction, be applied to the Purchased Assets.

“ UCC ” means the Uniform Commercial Code.

ARTICLE 2

PURCHASED ASSETS

2.1 On the terms and subject to the conditions contained in this Agreement, on the Closing Date, the Sellers will sell, convey, transfer, assign and deliver to the Purchaser, and the Purchaser will purchase and take assignment and delivery from the Sellers of all of the legal and beneficial right, title and interest of the Sellers in the Purchased Assets free and clear of any Lien of any kind whatsoever. For the avoidance of doubt, the Purchaser is not assuming any obligation or liability of any of the Sellers (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) arising out of any transactions entered into at or prior to the date hereof, or any action or inaction at or prior to the date hereof, or any state of facts existing at or prior to the date hereof, whether related to the Purchased Assets or otherwise.

ARTICLE 3

PURCHASE PRICE

3.1 Purchase Price . In consideration of the sale of the Purchased Assets from the Sellers to the Purchaser on the Closing Date, the Purchaser agrees to pay the Sellers the amount of $58,000,000 (the “ Purchase Price ”), subject to (a) the amount set forth in the Servicer Expenses Statement delivered to Purchaser prior to Closing, and (b) the Holdback, as described in Section 3.2.

3.2 Holdback; Claim and Indemnification Limitations .

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

As a material inducement to the Purchaser to enter into this Agreement, the Sellers hereby represent and warrant to the Purchaser the following:

4.1 Organization and Power . The Company is a Maryland corporation duly organized, validly existing and in good standing under the laws of Maryland. Each of the Sellers is duly organized, validly existing and in good standing under the laws of its state of incorporation or organization (as applicable). Each of the Sellers is qualified to do business and is in good standing as a corporation or entity (as applicable) in their respective jurisdictions of incorporation or organization, as applicable. The Sellers have the requisite corporate or other entity power and authority to own the Purchased Assets.

4.2 Corporate Authority . Subject to entry of the Sale Order, the execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby to be consummated by the Sellers, have been duly and validly authorized by all necessary corporate or other entity action (as applicable) on the part of each of the Sellers. This Agreement has been, and each of the Transaction Documents after execution and delivery thereof at the Closing will have been, duly and validly executed and delivered by the Sellers, as applicable, and, subject to any necessary authorization from the Bankruptcy Court, this Agreement constitutes, and each of the Transactions Documents will constitute, its legal, valid and binding obligation, enforceable in accordance with its terms.

4.3 Absence of Conflicts; Required Consents, Approvals and Filings . Subject to entry of the Sale Order, the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby by the Sellers do not and shall not (a) constitute a material breach or violation of or default under any Law, governmental permit or license of the Sellers or to which any of the foregoing is subject, including but not limited to state usury laws, state laws requiring licenses to engage in consumer lending, consumer finance, mortgage lending and the other businesses of the Sellers, or the Finance Laws, which breach, violation or default would prevent or materially delay the Sellers from being able to perform their obligations under this Agreement and the other Transaction Documents to which they are a party, or (b) constitute a breach or violation of or default under the Organizational Documents of the Sellers, which breach, violation or default would prevent or materially delay the Sellers from being able to perform their obligations under this Agreement and the other Transaction Documents to which they are a party.

4.4 Good Title . Subject to entry of the Sale Order, each Seller has good and valid title to and the power and authority to sell, transfer and assign to the Purchaser the Purchased Assets it is conveying to the Purchaser hereunder, free and clear of all Liens.

4.5 Litigation . Except as set forth in Schedule 4.5 hereto, there is no action, suit, proceeding in equity or at law, arbitration or administrative or other proceeding by or before (or, to the knowledge of the Purchaser, any investigation by) any Person (including, without limitation, any Governmental Authority) pending or, to the knowledge of the Purchaser, threatened against or affecting the Sellers or the Purchased Assets which, if adversely determined, would prevent the Company or the Sellers from performing their obligations under this Agreement or conveying the Purchased Assets to the Purchaser as contemplated therein.

4.6 Closing Date . All of the representations and warranties contained in this Article 4 and elsewhere in this Agreement are true and correct on the date of this Agreement and shall be true and correct on the Closing Date (in the manner specified in Section 7.2(a)(i)) as though then made and as though the Closing.

4.7 No Consents . None of the Contracts included within the Purchased Assets requires the consent of any party thereto, and the assignment to the Purchaser will not result in a modification of any rights or obligations of any party thereto or would provide any party thereto any remedy (including rescission or liquidated damages) as a result of the consummation of the transactions contemplated hereby.

4.8 Residuals . The Residuals on the Residuals Schedule are the legal, valid and binding interests in the obligors and are enforceable in accordance with their terms, except as such obligations, enforcement and validity may be limited by bankruptcy, insolvency, moratorium or similar laws or principles of equity affecting creditors’ rights generally.

4.9 LNFA Mortgage Loans .

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Sellers that:

5.1 Corporate Status . The Purchaser is duly organized and a subsisting legal entity under the laws of the jurisdiction of its formation.

5.2 Corporate Authority . The execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby to be consummated by the Purchaser, has been duly and validly authorized by all necessary corporate or other entity action (as applicable) on the part of the Purchaser. This Agreement has been, and each of the Transaction Documents after execution and delivery thereof at the Closing will have been, duly and validly executed and delivered by the Purchaser, and, this Agreement constitutes, and each of the Transaction Documents will constitute, its legal, valid and binding obligation, enforceable in accordance with its terms.

5.3 Closing Date . All of the representations and warranties contained in this Article 5 and elsewhere in this Agreement and all information delivered in any schedule, attachment or exhibit hereto or in any writing delivered by the Purchaser to the Sellers are true and correct on the date of this Agreement and shall be true and correct (in the manner specified in Section 7.3(a)(i)) on the Closing Date as though then made and as through the Closing

ARTICLE 6

ADDITIONAL AGREEMENTS

6.1 True Sale . Each of the Parties acknowledges and agrees that a true sale of the Purchased Assets is intended pursuant to this Agreement, the Purchaser will have legal and equitable title to all Purchased Assets upon payment of the Purchase Price, and there is no intent by any Party to create a lending relationship between the Purchaser and the Sellers. Upon the sale of the Purchased Assets, the Sellers shall have no legal or equitable title or interest whatsoever in the Purchased Assets or any collections thereunder, and the Sellers shall have no right to redeem any of the Purchased Assets.

6.2 Access to Information and Facilities . The Sellers shall, upon reasonable prior notice, afford to the Purchaser and the Purchaser’s financial advisors, legal counsel, accountants, consultants, financing sources, and other authorized representatives designated by the Purchaser in writing, reasonable access during normal business hours prior to the Closing Date to the books, records, properties, and personnel of the Sellers that pertain to the Purchased Assets and, during such period, shall furnish as promptly as practicable to the Purchaser all such information as the Purchaser reasonably may request pertaining to the Purchased Assets.

6.3 Conduct Prior to Closing . Except as otherwise expressly contemplated by this Agreement or the DIP Agreement (including without limitation the filing of the Chapter 11 Cases and the solicitation of competing bids from other Persons pursuant to the Bidding Procedures) or with the prior written consent of the Purchaser, prior to the Closing, the Sellers shall not take any action inconsistent with this Agreement or with the consummation of the Closing.

6.4 Restrictions on Certain Actions . The Sellers shall not, without the prior written consent of the Purchaser: