SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

EXHIBIT 10.1

SECOND AMENDED AND RESTATED

ASSET PURCHASE AGREEMENT

by and among

CARRINGTON CAPITAL MANAGEMENT, LLC ,

CARRINGTON MORTGAGE SERVICES, LLC ,

NEW CENTURY FINANCIAL CORPORATION

and

NEW CENTURY MORTGAGE CORPORATION

dated as of

May 21, 2007

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SCHEDULES *

* The exhibits and schedules to this Second Amended and Restated 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.

2

EXHIBITS *

* The exhibits and schedules to this Second Amended and Restated 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

SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

This Second Amended and Restated Asset Purchase Agreement (this “ Agreement ”), dated as of May 21, 2007, is entered into by and among CARRINGTON CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“ Carrington ”), CARRINGTON MORTGAGE SERVICES, LLC, a Delaware limited liability company (“ Purchaser ”), NEW CENTURY FINANCIAL CORPORATION, a Maryland corporation, as a debtor and debtor-in-possession (“ Parent ”), and NEW CENTURY MORTGAGE CORPORATION, a California corporation, as a debtor and debtor-in-possession (the “ Company ” and together with Parent, the “ Sellers ”).

WHEREAS , Sellers are engaged in the Business (as hereinafter defined).

WHEREAS , Sellers are also engaged in the business of originating Mortgage Loans (as hereinafter defined) and other businesses and, together with certain of its Affiliates, the business of reselling Mortgage Loans (the “ Origination Business ”).

WHEREAS , on April 2, 2007 (the “ Petition Date ”), the Filing Subsidiaries (as hereinafter defined) filed voluntary petitions (“ Petitions ”) for relief (the “ Bankruptcy Cases ”) under Chapter 11 of Title 11, U.S.C. §§101 et seq. (as amended) (the “ Bankruptcy Code ”), in the United States Bankruptcy Court for the District of Delaware (together with any court having proper jurisdiction under the Bankruptcy Code, the “ Bankruptcy Court ”).

WHEREAS , upon the terms and subject to the conditions set forth in this Agreement, and as authorized under Sections 105, 363 and 365 of the Bankruptcy Code, Sellers wish to sell to Purchaser, and Purchaser wishes to purchase from Sellers, all of the Purchased Assets (as hereinafter defined), and Purchaser is willing to assume all of the Assumed Liabilities (as hereinafter defined), relating to or used in connection with the Business (as hereinafter defined).

WHEREAS , Sellers, as debtors and debtors-in-possession, have continued in the possession of their respective assets and in the management of the Business pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

WHEREAS , on April 2, 2007, Carrington, Purchaser, Parent and the Company entered into that certain Asset Purchase Agreement (the “ Original Agreement ”) and on April 19, 2007, Carrington, Purchaser, Parent and the Company agreed to amend and restate the Original Agreement and, accordingly, entered into that certain Amended and Restated Asset Purchase Agreement dated as of April 19, 2007 (the “ First Amended and Restated Agreement ”).

WHEREAS , Section 13.2 of the First Amended and Restated Agreement provides that the First Amended and Restated Agreement may be amended, modified and supplemented, but only by a written instrument signed by all of the parties thereto.

WHEREAS , Carrington, Purchaser, Parent and the Company have agreed to amend and restate the First Amended and Restated Agreement as set forth in this Agreement.

NOW, THEREFORE , in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions . As used in this Agreement, the following terms have the meanings set forth below:

“ Accepted Contract ” has the meaning specified in Section 2.7(b) hereof.

“ Accepted Contracts ” has the meaning specified in Section 2.7(b) hereof.

“ Additional Contract ” has the meaning specified in Section 2.7(d) hereof.

“ Additional Contracts ” has the meaning specified in Section 2.7(d) hereof.

“ Advances ” means, with respect to each Servicing Agreement, the aggregate outstanding amount that as of any date of determination has been advanced directly by Sellers from their own funds or funds borrowed by Sellers or its Affiliates from a third party (but not with funds borrowed from any custodial or other accounts under a Servicing Agreement) in connection with servicing the Mortgage Loans in accordance with the terms of such Servicing Agreement, including with respect to principal, interest, Taxes, insurance premiums and other advances made pursuant to the applicable Servicing Agreement.

“ Advances Amount ” means the First Lien Advances Amount and the Second Lien Advances Amount.

“ Advances Amount Difference ” has the meaning specified in Section 4.3(a) hereof.

“ Affiliate ” means a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. For purposes of this definition, the term “control” of a Person means the possession, direct or indirect, of the power to (i) vote 50% or more of the voting securities of such Person or (ii) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise, and the terms and phrases “controlling,” “controlled by” and “under common control with” have correlative meanings. For purposes of this Agreement, neither Carrington nor Purchaser shall be considered an Affiliate of either Seller.

“ Affiliate Purchased Assets ” has the meaning specified in Section 2.4 hereof.

“ Affiliate Seller ” has the meaning specified in Section 2.4 hereof.

“ Agreement ” or “ this Agreement ” means this Asset Purchase Agreement, together with the schedules and exhibits hereto.

“ Allocation Schedule ” has the meaning specified in Section 4.5(a) hereof.

“ Alternative Bidder ” has the meaning specified in the Bidding Procedures Order.

“ Alternative Transaction ” has the meaning specified in Section 9.2(a) hereof.

“ Ancillary Agreements ” has the meaning specified in Section 2.10 hereof.

“ Ancillary Income ” means any and all income, revenue, fees, expenses, charges or other moneys that Sellers are entitled to receive, collect or retain as servicer pursuant to the Servicing Agreements (other than servicing fees).

“ Ancillary Servicing-Related Agreements ” means the ancillary Contracts designated by Purchaser, in its sole discretion, as set forth on Schedule 2.7(e) that are related to, and were entered into by Sellers and various non-debtor counterparties in connection with, the Servicing Agreements.

“ Applicable Requirements ” means, with respect to each Seller all applicable requirements of Law relating to servicing, insuring or filing of claims in connection with Mortgage Loans, and all contractual obligations of Sellers.

“ Arbitrating Accountants ” has the meaning specified in Section 4.2(d) hereof.

“ Assigned Contracts ” means the Assumed Contracts (other than the Servicing Agreements).

“ Assigned Leases ” means those Leases used or leased by the Business owned by Persons (other than Sellers or any of their Affiliates) engaged primarily in the Business and listed on Schedule 1.1(b) .

“ Assignment and Assumption Agreement ” means the assignment and assumption agreement to be executed by Sellers in favor of Purchaser in respect of the Assumed Liabilities, in substantially the form set forth in Exhibit B hereto.

“ Assignment and Assumption of Lease Agreements ” means the assignment and assumption of lease agreements to be executed by Sellers in favor of Purchaser in respect of the Real Property Leases, in substantially the form set forth in Exhibit C hereto.

“ Assumed Contracts ” has the meaning set forth in Section 2.1(c) hereof.

“ Assumed Liabilities ” means the obligations arising under (i) any Servicing Agreement, Assigned Lease or Assumed Contract after the assignment to Purchaser of the Liabilities of Sellers set forth on Schedule 1.1(c) and (ii) Section 3.1(d) with respect to the PTO for the Transferred Employees.

“ Assumed Rights and Claims ” has the meaning specified in Section 2.1(k) hereof.

“ Auction ” has the meaning specified in the Bidding Procedures Order.

“ Audit Reports ” has the meaning specified in Section 4.2(c) hereof.

“ Balance Sheet ” means the consolidated balance sheet of the Parent dated as of December 31, 2005 and included in the Financial Statements.

“ Bankruptcy Cases ” has the meaning specified in the Recitals.

“ Bankruptcy Code ” has the meaning specified in the Recitals.

“ Bankruptcy Court ” has the meaning specified in the Recitals.

“ Basket Amount ” has the meaning specified in Section 11.6 hereof.

“ Bidding Procedures ” has the meaning specified in the Bidding Procedures Order.

“ Bidding Procedures Order ” means the Order of the Bankruptcy Court (including all schedules thereto) entered by the Bankruptcy Court on April 20, 2007, a copy of which is attached as Exhibit A .

“ Bills of Sale ” means the bills of sale to be executed by Sellers in favor of Purchaser in respect of the Purchased Assets, substantially in the form set forth in Exhibit G .

“ Books and Records ” means all books, ledgers, files, reports, plans, records, manuals and other materials (in any form or medium) Related to the Business.

“ Break-Up Fee ” has the meaning specified in Section 9.2(a) hereof.

“ Business ” means the business (whether existing now or existing at or before the Closing, direct or indirect) of providing servicing (including master servicing, subservicing, special servicing and property management servicing) for residential real estate Mortgage Loans underlying the RMBS Transactions, and shall not include the Excluded Businesses.

“ Business Day ” means a day other than Saturday, Sunday or any day on which banks located in the State of California, Delaware or Connecticut are authorized or obligated to close.

“ Business Employee ” means each employee of Sellers whose sole responsibility is to provide services Related to the Business and each other employee of Sellers identified by Sellers as having significant responsibility Related to the Business, including as set forth on Schedule 3.1 .

“ Business Portion ” has the meaning specified in Section 2.6(a) hereof.

“ Carrington ” has the meaning specified in the preamble.

“ Carrington-Related Assets ” means the RMBS Transactions numbered 1 through 12 in the definition thereof.

“ Carrying Costs ” has the meaning specified in Section 2.7(b) hereof.

“ Cash Purchase Price ” means an amount equal to (i) the Purchase Price, as adjusted, minus (ii) $32,300,000.

“ Claims ” means, with respect to the period prior to the Closing Date, any right to payment from Sellers, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, known or unknown; or any right to an equitable remedy for breach of performance if such breach gives rise to a right of payment from Seller, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

“ Closing ” has the meaning specified in Section 2.9 hereof.

“ Closing Adjustment Difference ” has the meaning specified in Section 4.3(a) hereof.

“ Closing Carrington-Related Assets Amount ” means an amount equal to the product of (i) the scheduled principal balance of the Mortgage Loans under the applicable Servicing Agreements for the Carrington-Related Assets as of the close of business on the Closing Date, after application of all scheduled payments due on such date, whether or not received, multiplied by (ii) 0.69%.

“ Closing Date ” means the date upon which the Closing occurs.

“ Closing Date Audit Report ” has the meaning specified in Section 4.2(c) hereof.

“ Closing Date Mortgage Loan Schedule ” has the meaning specified in Section 5.13(a) hereof.

“ Closing Date Purchase Price ” has the meaning specified in Section 4.1(a) hereof.

“ Closing First Lien Advances Amount ” means, as of the Closing Date with respect to the Servicing Agreements, an amount equal to 95% of the aggregate amount of Advances relating to Mortgage Loans under the Servicing Agreements secured by first liens on the Mortgaged Property, which amount shall be determined pursuant to the audit described in Section 4.2(c) .

“ Closing New Century Portfolio-Related Assets Amount ” means an amount equal to the product of (i) the scheduled principal balance of the Mortgage Loans under the applicable Servicing Agreements for the New Century Portfolio-Related Assets as of the close of business on the Closing Date, after application of all scheduled payments due on such date, whether or not received, multiplied by (ii) 0.69%.

“ Closing Servicing Agreement Amount ” means the Closing Carrington-Related Assets Amount and the Closing New Century Portfolio-Related Assets Amount.

“ COBRA ” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any similar State or Local Law.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Computer Equipment ” means all equipment and devices (including data processing hardware and related telecommunications equipment, media, and tools) used by Sellers in the conduct of the Business, including Sellers’ rights under all related warranties. As of the date hereof, the Computer Equipment consists of all items listed in Schedule 1.1(g) .

“ Confidentiality Agreement ” has the meaning specified in Section 9.3 hereof.

“ Consent ” means any consent, approval, license, waiver or authorization.

“ Contract Determination Date ” means: (i) for each Assigned Contract that is designated by Purchaser as an Accepted Contract pursuant to Section 2.7 , the date upon which such Contract is assigned to Purchaser, provided that the Cure Amounts for such contract shall have been paid and performed when due; and (ii) for each Assigned Contract that is an Excluded Contract pursuant to Section 2.7 , the earlier of (A) the date that Sellers’ rejection of such Contract is effective as set forth in an Order of the Bankruptcy Court; or (B) 15 Business Days after the earlier of (x) the date on which Purchaser shall have delivered notice to Sellers of its determination that such Contract shall be an Excluded Contract pursuant to Section 2.7 or (y) the Contract Notification Deadline for such Contract; provided , that Purchaser shall no longer be in possession of the premises or property subject to a lease or otherwise accepting the performance of the non-debtor party to the Contract after such date; and provided , further , that Purchaser shall be entitled to (and/or Sellers shall, at Purchaser’s cost and direction) seek entry of an Order of the type described in clause (A) rejecting any Excluded Contract effective retroactively to the Petition Date or such later date as Purchaser may deem appropriate.

“ Contract Notification Deadline ” has the meaning specified in Section 2.7(b) hereof.

“ Contracts ” means all agreements, contracts, leases and subleases, purchase orders, arrangements, commitments and licenses (other than this Agreement and the Ancillary Agreements) that are Related to the Business as of the Closing, or to which any of the Purchased Assets are subject, whether written or oral, including the Software Contracts, except to the extent included in Excluded Assets.

“ Copyright Assignments ” means the copyright assignments to be executed by Sellers in favor of Purchaser in respect of the Copyrights, in substantially the form set forth in Exhibit F hereto.

“ Copyrights ” has the meaning specified in the “Intellectual Property” definition.

“ Cure Amount ” has the meaning specified in Section 2.7(f) hereof.

“ Cure Finding ” has the meaning specified in Section 2.7(f) hereof.

“ Cut-Off Carrington-Related Assets Amount ” means an amount equal to the product of (i) the scheduled principal balance of the Mortgage Loans under the applicable Servicing Agreements for the Carrington-Related Assets as of the Cut-Off Date, after application of all scheduled payments due on the Cut-Off Date, whether or not received, multiplied by (ii) 0.69%.

“ Cut-Off Date ” means the first day of the calendar month in which the Closing occurs, or such other date as shall be agreed by Sellers and Purchaser.

“ Cut-Off Date Audit Report ” has the meaning specified in Section 4.2(c) hereof.

“ Cut-Off Date Mortgage Loan Schedule ” has the meaning specified in Section 5.13(a) hereof.

“ Cut-Off First Lien Advances Amount ” means, as of the Cut-Off Date with respect to the Servicing Agreements, an amount equal to 95% of the aggregate amount of Advances relating to Mortgage Loans under the Servicing Agreements secured by first liens on the Mortgaged Property, which amount shall be determined pursuant to the audit described in Section 4.2(c) .

“ Cut-Off New Century Portfolio-Related Assets Amount ” means an amount equal to the product of (i) the scheduled principal balance of the Mortgage Loans under the applicable Servicing Agreements for the New Century Portfolio-Related Assets as of the Cut-Off Date, after application of all scheduled payments due on the Cut-Off Date, whether or not received, multiplied by (ii) 0.69%.

“ Cut-Off Servicing Agreement Amount ” means the Cut-Off Carrington-Related Assets Amount and the Cut-Off New Century Portfolio-Related Assets Amount.

“ Deposit Amount ” has the meaning specified in Section 4.4 hereof.

“ Deposit Escrow Agreement ” means that certain Deposit Escrow Agreement dated as of May 10, 2007, by and among Purchaser, Parent, the Company and JPMorgan Chase Bank, N.A., as escrow agent, a copy of which is attached as Exhibit H .

“ Deposit Escrow Agent ” means JPMorgan Chase Bank, N.A.

“ DIP Financing 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, as amended.

“ Enforceability Exceptions ” has the meaning specified in Section 5.1 hereof.

“ Environmental Claim ” means any claim, action, cause of action, investigation or notice (written or oral) by any Person alleging actual or potential Liability for investigatory, cleanup or governmental response costs, or natural resources or property damages, or personal injuries, attorney’s fees or penalties relating to (i) the presence, or release into the environment, of any Materials of Environmental Concern, now or in the past, or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

“ Environmental Law ” means each federal, state, local and foreign Law and regulation relating to pollution, protection or preservation of human health or the environment, including ambient air, surface water, ground water, land surface or subsurface strata, and natural resources, and including each Law and regulation relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise relating to the manufacturing, processing, distribution, use, treatment, generation, storage, containment (whether above ground or underground), disposal, transport or handling of Materials of Environmental Concern, or the preservation of the environment or mitigation of adverse effects thereon and each Law and regulation with regard to record keeping, notification, disclosure and reporting requirements respecting Materials of Environmental Concern.

“ Equal Credit Opportunity Act ” means the Equal Opportunity Act promulgated under Chapter 41 of Title 15, U.S.C. Subchapter IV.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any trade or business, whether or not incorporated, that together with Seller would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA or Section 414 of the Code.

“ Escrow Agent ” means the escrow agent under the Escrow Agreement, as mutually agreed by Sellers and Purchaser.

“ Escrow Agreement ” means the escrow agreement to be entered into by and between Purchaser, Parent, the Company and an escrow agent, substantially in the form set forth in Exhibit D .

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Excluded Assets ” has the meaning specified in Section 2.2 hereof.

“ Excluded Businesses ” means the businesses (whether existing now or existing at or before the Closing, direct or indirect) of providing servicing for residential real estate mortgage loans, other than in connection with or relating to the RMBS Transactions, and any other businesses of Sellers other than the Business. Excluded Businesses shall include any Origination Business or forced placed business or title insurance business.

“ Excluded Contract ” has the meaning specified in Section 2.7(b) hereof; provided , that no Servicing Agreement shall be an Excluded Contract.

“ Excluded Contracts ” has the meaning specified in Section 2.7(b) hereof; provided , that none of the Servicing Agreements shall be Excluded Contracts.

“ Expense Reimbursement ” has the meaning specified in Section 9.2(b) hereof.

“ Fair Housing Act ” means the Fair Housing Act promulgated under Title VIII of the Civil Rights Act of 1968.

“ Filing Subsidiaries ” means Parent and the Company and the Affiliates of the Company set forth on Schedule 1.1(f) .

“ Final Determination ” means (i) with respect to federal income Taxes, a “determination” as defined in Section 1313(a) of the Code or execution of an Internal Revenue Service Form 870AD, and (ii) with respect to other Taxes, any final determination of liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or a period for the tiling of claims for refunds, amended returns or appeals from adverse determinations).

“ Final Determination Date ” means the date upon which (i) the parties mutually agree upon the Audit Reports prepared pursuant to Section 4.2(c) or (ii) the Arbitrating Accountants enter into their final and binding decision regarding the audit report pursuant to Section 4.2(d) .

“ Final Disclosure Schedules ” means the disclosure schedules as provided in this Agreement and required to be delivered by Sellers to Purchaser as set forth in Section 6.9 .

“ Final Order ” means an order or judgment: (i) as to which the time to appeal, petition for certiorari or move for review or rehearing has expired and as to which no appeal, petition for certiorari or other proceeding for review or rehearing is pending or (ii) if an appeal, writ of certiorari, reargument or rehearing has been filed or sought, the order or judgment has been affirmed by the highest court to which such order or judgment was appealed or certiorari has been denied, or reargument or rehearing shall have been denied or resulted in no modification of such order or judgment, and the time to take any further appeal or to seek certiorari or further reargument or rehearing has expired; provided , that the theoretical possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed with respect to such order or judgment shall not prevent such order or judgment from being considered a Final Order.

“ Financial Statements ” means the audited consolidated balance sheets of the Parent as of December 31, 2005, together with the consolidated statements of income, shareholders’ equity and cash flow for the year then ended.

“ First Amended and Restated Agreement ” has the meaning set forth in the Recitals.

“ First Lien Advances Amount ” means, as of any date with respect to the Servicing Agreements, an amount equal to 95% of the aggregate amount of Advances relating to Mortgage Loans under the Servicing Agreements secured by first liens on the Mortgaged Property, which amount shall be determined pursuant to the audit described in Section 4.2(c) .

“ Fixtures and Equipment ” means all furniture, furnishings, vehicles, equipment, Computer Equipment, tools and other tangible personal property Related to the Business, wherever located, including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person.

“ GAAP ” means United States generally accepted accounting principles, applied on a consistent basis.

“ Governmental Authorizations ” means all licenses, permits, certificates and other authorizations and approvals related to the Business and issued by or obtained from a Government Entity.

“ Government Entity ” means any federal, state or local court, administrative body or other governmental or quasi-governmental entity with competent jurisdiction, including the Department of Housing and Urban Development, the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation and the Federal Trade Commission.

“ Government Requirements ” has the meaning specified in Section 5.4 hereof.

“ Holdback Release Amount ” has the meaning specified in Section 11.10(a) hereof.

“ Holdback Release Date ” has the meaning specified in Section 11.10(a) hereof.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended.

“ Indebtedness ” means (i) all indebtedness for borrowed money or for the deferred purchase price of property or services (other than current trade Liabilities incurred in the Ordinary Course of Business and payable in accordance with customary practices), (ii) any other indebtedness that is evidenced by a note, bond, debenture or similar instrument, (iii) all obligations under financing leases, (iv) all obligations in respect of acceptances issued or created, (v) all Liabilities secured by any lien on any property and (vi) all guarantee obligations.

“ Indemnification Holdback Amount ” means an amount initially equal to $5,000,000.

“ Indemnitee ” means the Person or Persons entitled to, or claiming a right to, indemnification under Article XI hereof.

“ Indemnitor ” means the Person or Persons claimed by the Indemnitee to be obligated to provide indemnification.

“ Independent Accounting Firm ” has the meaning specified in Section 4.5(a) hereof.

“ Intellectual Property ” means (i) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names and other indicia of origin, all applications and registrations for the foregoing, including all renewals of same (collectively, “ Trademarks ”); (ii) inventions and discoveries, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues (collectively, “ Patents ”); (iii) trade secrets, confidential information and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists (collectively, “ Trade Secrets ”); (iv) published and unpublished works of authorship, whether copyrightable or not (including without limitation databases and other compilations of information), including mask rights and IT Inventories, copyrights therein and thereto, registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof (collectively, “ Copyrights ”); and (v) any other intellectual property or proprietary rights.

“ Intellectual Property License ” means a license or other right to use any Intellectual Property set forth on Schedule 5.20(a)(v) .

“ IRS ” means the Internal Revenue Service.

“ IT Assets ” means IT Inventories, Technical Documentation, Software Contracts and Computer Equipment, in each case Related to the Business.

“ IT Inventories ” means (i) computer software code (in all media) and materials, including all software programs; (ii) computer software documentation, including user materials; and (iii) all other unused or reusable materials, stores, and supplies related to computer software, in each case to the extent used in, relating to, or arising out of the Business, as set forth on Schedule 5.20(a) .

“ Knowledge of Sellers ” concerning a particular subject, area or aspect of the Business or the affairs of Seller, means the actual (and not constructive or imputed) knowledge of any individual listed on Schedule 1.1(a) .

“ Law ” means any Law, statute, ordinance, rule, regulation, code, order, judgment, writ, injunction, decree, enacted, issued, promulgated, enforced, or entered by a Government Entity.

“ Lease ” means each lease or other Contract pursuant to which Seller leases any Real Property or personal property, either as lessor or lessee.

“ Lease and Subservicing Agreement ” means a Lease and Subservicing Agreement, to be dated as of the Closing Date, between Purchaser and the Company, in form and substance acceptable to Sellers and Purchaser.

“ Leased Real Property ” means all real property, including leasehold improvements, that is the subject of the Assigned Leases, as set forth on Schedule 1.1(d) .

“ Liabilities ” means any and all debts, liabilities, commitments and obligations of any kind, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including whether arising out of any contract or tort based on negligence or strict Liability) and whether or not the same would be required by GAAP to be reflected in financial statements or disclosed in the notes thereto.

“ Lien ” means any lien, charge, claim, pledge, security interest, conditional sale agreement or other title retention agreement, lease, mortgage, security interest, option or other encumbrance (including the filing of, or agreement to give, any financing statement under the Uniform Commercial Code of any jurisdiction).

“ Loss ” or “ Losses ” means any and all losses, liabilities, costs, claims, damages, penalties and expenses (including all reasonable attorneys’ fees and expenses and costs of investigation, enforcement and litigation).

“ Material Adverse Effect ” means any change, effect, event or circumstance, that, individually or in the aggregate, is materially adverse to the Purchased Assets, the Business or the ability of Sellers to perform their obligations under this Agreement, except for any change, effect, event, or circumstance relating to (i) the economy or the financial markets in general, (ii) the industry in which the Business operate in general and not specifically relating to the Business, (iii) the announcement of this Agreement or the transaction contemplated hereby or the identity of Purchaser, (iv) changes in applicable Laws after the date hereof, (v) the fact that Sellers will be operating as a debtors-in-possession under the Bankruptcy Code, (vi) changes in GAAP or regulatory accounting principles after the date hereof, or (vii) changes in the value of the Mortgage Loans or the securities issued in the RMBS Transactions.

“ Materials of Environmental Concern ” means chemicals, pollutants, contaminants, wastes, toxic or hazardous substances, materials and wastes, petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated hiphenyls, lead and lead-based paints and materials, and radon.

“ Mortgage Loans ” means any residential mortgage loan or other extension of credit secured by a Lien on real property of a borrower originated or purchased by Sellers or any of their Affiliates or purchased by Sellers or their Affiliates and included in or relating to the RMBS Transactions, including the related REO Properties.

“ Mortgage Loan Documents ” means, for each Mortgage Loan, all documents pertaining to such Mortgage Loan, including the Mortgage Note, the mortgage or deed of trust and all assignments of the mortgage or deed of trust, all endorsements and allonges to the Mortgage Note, the title insurance policy with all endorsements thereto, any security agreement and financing statements, any account agreements, and any assignments, assumptions, modifications, continuations or amendments to any of the foregoing.

“ Mortgage Loan Schedule ” has the meaning specified in Section 5.13(a) hereof.

“ Mortgage Note ” means, with respect to a Mortgage Loan, a promissory note or notes, or other evidence of indebtedness, with respect to such Mortgage Loan secured by a mortgage or mortgages, together with any assignment, reinstatement, extension, endorsement or modification thereof.

“ Mortgaged Property ” means a fee simple property (or such other estate in real property as is commonly accepted as collateral for Mortgage Loans that are subject to secondary mortgage sales or securitizations) that secures a Mortgage Note and that is subject to a mortgage.

“ Multiemployer Plan ” means any plan that is a “multiemployer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA, which is maintained or contributed to for employees of Seller or any ERISA Affiliate or with respect to which Sellers or any ERISA Affiliate has any Liability or reasonable expectation of Liability.

“ New Century Portfolio-Related Assets ” means the RMBS Transactions numbered 13 through 28 in the definition thereof.

“ New Century Portfolio-Related Assets Deduction ” has the meaning specified in Section 4.2 hereof.

“ Non-Business Portion ” has the meaning specified in Section 2.6(a) hereof.

“ Non-Competition Covenants ” has the meaning specified in Section 6.9(c) hereof.

“ Non-Governmental Authorizations ” means all licenses, permits, certificates and other authorizations and approvals other than Governmental Authorizations that are (i) held by Seller or any of their Affiliates and (ii) related to the Business.

“ Non-Transferred Asset ” has the meaning specified in Section 2.5(a) hereof.

“ Order ” means, with respect to any Person, any award, decision, injunction, judgment, stipulation, order, ruling, subpoena, writ, decree, consent decree or verdict entered, issued, made or rendered by any Government Entity affecting such Person or any of its properties.

“ Ordinary Course of Business ” means the ordinary course of business of the Business, consistent with past custom and practice of the Business.

“ Organizational Documents ” means, with respect to a limited partnership, the certificate of limited partnership, limited partnership agreement and subscription agreements with such partnership’s partners then in effect; with respect to a limited liability company, the certificate of formation, limited liability company agreement and subscription agreements with such company’s members then in effect; with respect to a corporation, the articles or certificate of incorporation and by-laws of such corporation then in effect; and, with respect to any other entity, comparable organizational documents of such entity, in each case, as then in effect.

“ Original Agreement ” has the meaning specified in the Recitals.

“ Origination Business ” has the meaning specified in the Recitals.

“ Parent ” has the meaning specified in the preamble.

“ Patents ” has the meaning specified in the “Intellectual Property” definition.

“ Pending Claims ” has the meaning specified in the Escrow Agreement.

“ Permits ” means permits, concessions, grants, franchises, licenses and other authorizations and approvals required or issued by any Government Entity and primarily used or held for use in connection with the Business.

“ Person ” means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Government Entity or other entity or organization.

“ Petition ” has the meaning specified in the Recitals.

“ Petition Date ” has the meaning specified in the Recitals.

“ Plan ” means each deferred compensation and each bonus, retention, incentive compensation, stock purchase, stock option, restricted stock, phantom stock and other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance and other “welfare” plan, fund or program (within the meaning of Section 3(1) of ERISA); each profit-sharing, stock bonus or other “pension” plan, fund or program (within the meaning of Section 3(2) of ERISA); each employment, consulting, retention, change in control, termination or severance agreement; and each other employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by Seller or by any ERISA Affiliate, or to which Seller or an ERISA Affiliate is party, whether written or oral, for the benefit of any director, employee or former employee of Seller or any Seller Subsidiary, or with respect to which Sellers or any ERISA Affiliate otherwise has Liability or reasonable expectation of Liability.

“ Post-Closing Purchase Price Adjustment ” has the meaning specified in Section 4.3(b) hereof.

“ Post-Petition Contracts ” means the Contracts of the Filing Subsidiaries entered into by the Filing Subsidiaries, other than in the Ordinary Course of Business or approved by the Bankruptcy Court, in either case after April 2, 2007 and prior to or on the date of the delivery of the Final Disclosure Schedules.

“ Pre-Closing Audit Report ” has the meaning specified in Section 4.2(c) .

“ Pre-Closing Period ” means any taxable period (or portion thereof) ending on or before the close of business on the Closing Date.

“ Proximate Cause Party ” has the meaning specified in Section 9.1(b) hereof.

“ PTO ” has the meaning specified in Section 3.1(d) hereof.

“ PTO Policy ” has the meaning specified in Section 3.1(d) hereof.

“ Purchased Asset ” has the meaning specified in Section 2.1 hereof.

“ Purchase Price ” has the meaning specified in Section 4.1(b) hereof.

“ Purchase Price Adjustment Statement ” has the meaning specified in Section 4.3(a) hereof.

“ Purchaser ” has the meaning specified in the preamble.

“ Purchaser Damages ” has the meaning specified in Section 11.2 hereof.

“ Purchaser Indemnified Parties ” means Purchaser and each of its Affiliates.

“ Qualified Topping Bid ” has the meaning specified in the Bidding Procedures Order.

“ Real Property ” means all real property that is leased or owned by Sellers or that is reflected as an asset of the Company (or the Parent, as the case may be) on the Balance Sheet and used primarily in connection with the Business.

“ Real Property Leases ” means the leases described in Schedule 1.1(b) pursuant to which a Seller occupies the Leased Real Property.

“ Regulatory Approvals ” means any and all certificates, permits, licenses, franchises, concessions, grants, consents, approvals, orders, registrations, authorizations, waivers, variances or clearances from, or filings or registrations with, a Government Entity.

“ Related to the Business ” means required for, or primarily used in connection with, the Business as conducted by Sellers prior to the Closing.

“ REO Property ” means a Mortgaged Property acquired under a Servicing Agreement through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in connection with the default or imminent default of a Mortgage Loan.

“ Representatives ” means, with respect to any Person, the directors, officers, employees, accountants, agents, counsel, insurance brokers, insurance companies, lenders and other financing sources and other representatives of such Person.

“ Retained Liabilities ” means any and all Claims and Liabilities of any kind or nature whatsoever of a Seller or any of its Affiliates other than the Assumed Liabilities, including, any Claims and Liabilities (i) arising from any early payment default claims with respect to any Mortgage Loans or from any deficiency with respect to any existing loan facilities of Sellers, (ii) any Claims or Liabilities relating to any and all Plans, Multiemployer Plans or Title IV Plans (except as set forth in Section 3.1(d) with respect to certain PTO of Transferred Employees), or (iii) relating to any action, event, circumstance or condition occurring or existing on or prior to the Closing Date, including (a) any Claims and Liabilities arising under WARN, COBRA or any other Law pertaining to current and former employees (or their beneficiaries) generally, (b) any employee severance Claims or Liabilities relating to the employment or termination of employment by Sellers of any employees of Sellers, (c) any Claims and Liabilities relating to any Liens on the Purchased Assets, (d) any Liabilities and obligations arising under Contracts between Sellers, on the one hand, and any of their Affiliates, on the other hand, (e) any and all Claims and Liabilities for or resulting from any and all lawsuits or governmental examinations, audits or investigations pertaining to the period prior to the Closing Date, (f) any and all Claims and Liabilities for or resulting from Taxes attributable to the Purchased Assets for any Pre-Closing Period or the income or operations of the Business for any Pre-Closing Period, (g) any and all Transfer Taxes in connection with the Closing of the transactions contemplated hereby, (h) any and all Liabilities for or resulting from Environmental Claims or under any Environmental Laws, and (i) any and all Liabilities for or resulting from any action, suit, proceeding or investigation brought against a Seller or any of its Affiliates by any Government Entity based upon a Seller’s or any of its Affiliate’s conduct of the Business prior to the Closing Date or a Seller’s or any of its Affiliate’s failure, or alleged failure, to comply with all applicable Laws prior to the Closing Date.

“ RMBS Transactions ” mean the following residential mortgage-backed securities transactions:

“ Sale ” means the sale of the Purchased Assets in accordance with the Bidding Procedures Order.

“ Sale Approval Order ” means an Order or Orders of the Bankruptcy Court issued pursuant to Sections 363 and 365 of the Bankruptcy Code, substantially in the form set forth in Exhibit E .

“ Sale Hearing ” has the meaning specified in the Bidding Procedures Order.

“ Sale Motion ” means the motion filed by Parent with the Bankruptcy Court for the approval of the Sale Approval Order in the form of a Final Order.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Second Lien Advances Amount ” means, as of any date, an amount equal to (i) 95% of the aggregate amount of Advances relating to Mortgage Loans under the Servicing Agreements secured by second liens on the Mortgaged Property, which amount shall be determined pursuant to the audit described in Section 4.2(c) , minus (ii) any amounts previously collected and paid pursuant to Section 4.1(b) to Sellers in a previous collection period under the Servicing Agreements after the Closing Date.

“ Second Lien Advances Purchase Price ” has the meaning specified in Section 4.1(b) hereof.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Seller Damages ” has the meaning specified in Section 11.4 hereof.

“ Seller Indemnified Parties ” means Sellers and each of their Affiliates.

“ Sellers ” has the meaning specified in the preamble.

“ Separation Shared Contracts ” means those Shared Contracts set forth on Schedule 2.6(a) .

“ Servicer ” means the “Servicer” or “Master Servicer” as defined in any Servicing Agreement.

“ Servicer Advance Facility ” means the Servicer Advance Financing Facility Agreement, dated as of August 28, 2003, by and between Citigroup Global Markets Realty Corp., a New York corporation, and the Company.

“ Servicer Advance Facility Amount ” means all Obligations (as defined in the Servicer Advance Facility) due and owing under the Servicer Advance Facility as of the Closing Date, as determined and agreed to by Citigroup Global Markets Realty Corp. or by the Bankruptcy Court and set forth on the Servicer Advance Facility Schedule or all Obligations (as such term is defined in the DIP Financing Agreement) that are due and owing under Tranche B of the DIP Financing Agreement on the Closing Date, as applicable.

“ Servicer Advance Facility Schedule ” means the schedule setting forth the Servicer Advance Facility Amount and delivered by Sellers pursuant to Section 8.3(d) .

“ Servicer Indemnity ” means the Servicer’s express indemnity obligations under the sections of the Servicing Agreements set forth on Schedule 2.7(g) .

“ Servicing Agreements ” means the servicing agreements, pooling and servicing agreements, subservicing agreements, master servicing agreements, interim servicing agreements and related agreements which are identified on Schedule 1.1(i) , including all documents attached as an exhibit or schedule to or incorporated by reference into any Servicing Agreement.

“ Servicing Fees ” means the sum of (i) the servicing fees (excluding any Ancillary Income) paid to a Seller as set forth in a Servicing Agreement and (ii) any Ancillary Income.

“ Servicing File ” means, for each Mortgage Loan, copies of the Mortgage Loan Documents and all other documents, files and other items related thereto required to be maintained by the servicer pursuant to the applicable Servicing Agreement, and, if not specifically set forth in the applicable Servicing Agreement, pursuant to the applicable servicing standard.

“ Servicing Licenses ” means the licenses required by Law or a Government Entity in order to engage in the Business, including the licenses listed on Schedule 1.1(e) .

“ Servicing Litigation ” has the meaning specified in Section 6.6(d) hereof.

“ Servicing Rights ” means all right, title and interest of Sellers in and to: (i) the right to service the Mortgage Loans under the Servicing Agreements, including the right to receive the Servicing Fees and Ancillary Income; (ii) the related master servicing and/or servicing obligations as specified in each Servicing Agreement, including the obligations to administer and collect the payments of or relating to the Mortgage Loans, and to remit all amounts and provide information reporting to others in accordance with the Servicing Agreements; (iii) the right of ownership, possession, control and use of any and all Servicing Files and Mortgage Loan Documents pertaining to the servicing of the Mortgage Loans as provided in the Servicing Agreements; (iv) the rights with respect to, and obligations to make, any advances required pursuant to any Servicing Agreement, including obligations to reimburse funds borrowed from any custodial or other accounts under a Servicing Agreement; (v) the “clean-up call” right, if any, to purchase the related Mortgage Loans upon the aggregate principal balance thereof being reduced below a specified amount to the extent provided for in the Servicing Agreement; and (vi) all other rights, powers and privileges of Sellers as the master servicer, servicers or subservicer under the Servicing Agreements as expressly set forth therein; provided , that all indemnification rights and obligations of Sellers under the Servicing Agreements arising prior to the Closing Date and relating to the operation of the Business prior to the Closing Date, shall not be transferred to Purchaser.

“ Shared Contract ” means any Contract or arrangement (i) that is set forth on Schedule 2.6(a) and 2.6(b) and (ii) under which (A) the Business and (B) at least one other business unit of Sellers or their Affiliates purchase or sell goods or services or otherwise have rights or obligations.

“ Software Contracts ” means all Contracts, agreements, licenses, and other commitments and arrangements, with the exception of generally available or off-the-shelf shrink wrap licenses acquired for under $5,000, with any person or entity respecting the ownership, license, acquisition, design, development, distribution, marketing, development, use, outsourcing or maintenance of computer program code, related technical or user documentation, and databases, in each case relating to or arising out of the Business, other than such of the foregoing as are identified in the Excluded Assets. As of the date hereof, the Software Contracts consist of the items set forth on Schedule 1.1(h) as (i) licenses from third parties (development and/or marketing); (ii) licenses from third parties (internal use only); (iii) development contracts, work-for-hire agreements, information technology outsourcing agreements, and consulting and employment agreements; (iv) distributorships, dealerships, franchises, and manufacturer’s representative contracts; (v) licenses and sublicenses to others; and (vi) maintenance, support, or enhancement agreements.

“ Straddle Period ” has the meaning specified in Section 7.2(b) hereof.

“ Straddle Period Taxes ” has the meaning specified in Section 7.2(b) hereof.

“ Subsidiary ” means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, of which (i) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person and/or by any one or more of its Subsidiaries, or (ii) such Person or any other Subsidiary of such Person is a general partner (excluding any such partnership where such Person or any Subsidiary of such Person does not have a majority of the voting interest in such partnership).

“ Supplemental Motion ” has the meaning specified in Section 2.7(d) hereof.

“ Supplemental Order ” has the meaning specified in Section 2.7(d) hereof.

“ Tax ” or “ Taxes ” means all taxes, charges, fees, duties, levies, penalties or other assessments imposed by any federal, state, local or foreign governmental authority, including income, gross receipts, excise, property, sales, gain, use, license, custom duty, unemployment, capital stock, transfer, franchise, payroll, withholding, social security, minimum estimated, profit, gift, severance, value added, disability, premium, recapture, credit, occupation, service, leasing, employment, stamp and other taxes, any amounts attributable thereto or attributable to any failure to comply with any requirement regarding Tax Returns and any transferee or secondary Liability in respect of taxes, including, in each case, any interest, penalty, or addition thereto, whether disputed or not.

“ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any such document prepared on a consolidated, combined or unitary basis and also including any schedule or attachment thereto, and including any amendment thereof.

“ Technical Documentation ” means all technical and descriptive materials (other than Inventory) relating to the acquisition, design, development, use, or maintenance of computer code, program documentation, Computer Equipment and materials in Sellers’ Business.

“ Third Party Claim ” has the meaning specified in Section 11.8(a) hereof.

“ Title IV Plan ” means a plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code.

“ Trademarks ” has the meaning specified in the “Intellectual Property” definition.

“ Trade Secrets ” has the meaning specified in the “Intellectual Property” definition.

“ Transfer Instructions ” means the transfer instructions agreed by Sellers and Purchaser pursuant to Section 6.6(a) .

“ Transfer Taxes ” means any federal, state, county, local, foreign and other sales, use, transfer, conveyance, documentary transfer, recording or other similar Tax, fee or charge imposed upon the sale, transfer or assignment of property or any interest therein or the recording thereof, and any penalty, addition to Tax or interest with respect thereto.

“ Transferred Employee ” has the meaning specified in Section 3.1(b) hereof.

“ Transferred Intellectual Property ” means all the Intellectual Property Related to the Business owned by, or licensed to, Sellers or their Affiliates, including all invoices, shipping documents, purchase orders and other preprinted business forms that have any Trademark thereon, and as set forth on Schedule 5.20(b) .

“ Transferred Shared Contract ” means those Shared Contracts that are set forth on Schedule 2.6(b) .

“ Transition Services Agreement ” means a transition services agreement to be dated as of the Closing Date, between Purchaser and the Company, in form and substance acceptable to Sellers and Purchaser.

“ TRS ” has the meaning specified in Section 5.2 hereof.

“ Unresolved Portion ” has the meaning specified in Section 11.10(a) hereof.

“ WARN ” means the U.S. Worker Adjustment and Retraining Notification Act of 1988, as amended or any similar state or local Law (including, for the avoidance of doubt, the California Worker Adjustment and Retraining Notification Act, as amended).

Section 1.2 Interpretation . When a reference is made in this Agreement to a section or article, such reference shall be to a section or article of this Agreement unless otherwise clearly indicated to the contrary.

(a) Whenever the words “include” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

(b) The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references arc to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.

(c) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(d) A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.

(e) A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or reenactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto.

ARTICLE II

PURCHASE AND SALE OF ASSETS

Section 2.1 Purchase and Sale of Assets . On the terms and subject to the conditions set forth herein and except as provided in Section 2.7 , at the Closing, Sellers shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase from Sellers, free and clear of all “claims” (as defined in the Bankruptcy Code) and Liens, all of the right, title and interest of all Sellers in and to the following assets, whether tangible or intangible, real, personal or mixed, except for the Excluded Assets (collectively, the “ Purchased Assets ”):

(a) all of Sellers’ Servicing Rights and rights to receive Servicing Fees with respect to the Carrington-Related Assets on and after the Closing Date;

(b) all of Sellers’ Servicing Rights and rights to receive Servicing Fees with respect to the New Century Portfolio-Related Assets on and after the Closing Date;

(c) except for Contracts included in the Excluded Assets, all (i) Contracts set forth in Schedule 2.1(c) , (ii) Real Property Leases, (iii) Intellectual Property Licenses, (iv) subject to Section 2.6 , rights under Separation Shared Contracts that relate primarily to the conduct of the Business, (v) Transferred Shared Contracts, (vi) the Assigned Leases and (vii) Contracts entered into or made by any Seller Related to the Business after April 2, 2007 and before the Closing; provided that, in the case of any such Contract referred to in this clause (vii) , Sellers shall have furnished Purchaser a true, correct and complete copy of such Contract and, after a reasonable opportunity to review such Contract, Purchaser shall have consented in writing to assume such Contract (all contracts described in clauses (i) through (vii) of this Section 2.1(c), collectively, the “ Assumed Contracts ”), which Consent shall not be unreasonably withheld or delayed;

(d) all Transferred Intellectual Property;

(e) all Books and Records Related to the Business that are not Excluded Assets;

(f) all Fixtures and Equipment Related to the Business;

(g) all IT Assets Related to the Business;

(h) the Leased Real Property, including all easements and other rights and interests appurtenant thereto;

(i) all Advances;

(j) all credits, prepaid expenses, deferred charges, security deposits, prepaid items and duties to the extent primarily related to a Servicing Agreement or a Purchased Asset;

(k) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other rights or Claims of any nature available to or being pursued by Sellers or any of their Affiliates to the extent primarily related to the Purchased Assets and arising or accruing from and after the Closing or to the extent primarily related to the Assumed Liabilities, whether arising by way of counterclaim or otherwise (“ Assumed Rights and Claims ”);

(l) all guaranties, warranties, indemnities and similar rights in favor of Sellers or any of their Affiliates to the extent related to any Servicing Agreement or Purchased Asset, other than any guaranties, warranties, indemnities and similar rights in favor of Sellers or any of their Affiliates arising prior to the Closing Date; and

(m) to the extent permitted by Law, all Permits held by Sellers Related to the Business or any of the Purchased Assets, including those listed on Schedule 2.1(m) .

Section 2.2 Excluded Assets . Notwithstanding anything herein to the contrary, from and after the Closing, Sellers shall retain all of their existing right, title and interest in and to any and all assets that are not Purchased Assets, and there shall be excluded from the sale, conveyance, assignment or transfer to Purchaser hereunder, and the Purchased Assets shall not include, the following (collectively, the “ Excluded Assets ”):

(a) any asset or class of assets excluded from the defined terms set forth in Sections 2.l(a) through (m) by virtue of the limitations expressed or implied therein;

(b) all cash and cash equivalents, including Sellers’ bank accounts, but excluding cash flows under, and any accounts created pursuant to, any Servicing Agreements or any net profits generated by operation of the Business on or after the Closing Date;

(c) all Tax Returns of Sellers or any of their Affiliates and all Books and Records (including working papers) related thereto, other than any such Tax documents related to the Purchased Assets, and any Books and Records which Sellers are required by Law to retain;

(d) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other rights or Claims of any nature other than the Assumed Rights and Claims, including to any claims of any nature relating to early payment default claimants;

(e) the Plans and all rights or Liabilities in connection with and assets of the Plans;

(f) any rights, demands, claims, actions and causes of action constituting avoidance actions of Sellers’ estate under Chapter 5 of the Bankruptcy Code, including any and all proceeds of the foregoing;

(g) all of Sellers’ rights and causes of action arising under Section 502 and 503 of the Bankruptcy Code and Rule 3007 thereunder;

(h) all of the rights and claims of the Filing Subsidiaries available to Filing Subsidiaries under the Bankruptcy Code, of whatever kind or nature, as set forth in Sections 544 through 551, inclusive, and any other applicable provisions of the Bankruptcy Code, and any related claims and actions arising under such sections by operation of Law or otherwise, including any and all proceeds of the foregoing;

(i) any of the rights of Sellers under this Agreement (or any agreements between either Seller, on the one hand, and Purchaser or any of its Affiliates, on the other hand, entered into on or after the date of this Agreement);

(j) all insurance policies and insurance proceeds that Sellers or any of their Affiliates have a right to receive as of the Closing and that relate to events, circumstances or occurrences prior to the Closing (it being understood that none of Sellers or their Affiliates have a right to receive insurance proceeds belonging to the trusts related to the RMBS Transactions);

(k) Tax refunds (i) Related to the Business to the extent related to any taxable period (or portion thereof) ending on or prior to the Closing Date and (ii) not Related to the Business related to any taxable period (or portion thereof);

(l) the Purchase Price and any rights Sellers may have to the Indemnification Holdback Amount pursuant to this Agreement and the Escrow Agreement;

(m) all rights, claims and causes of action relating to any Excluded Asset or any Retained Liability; and

(n) all Excluded Contracts.

Section 2.3 Post-Closing Asset Deliveries . If either Seller, in its reasonable discretion, determines after the Closing that books, records or other materials constituting Purchased Assets are still in the possession of such Seller or any of its Affiliates, such Seller shall, or shall cause such Affiliates to, promptly deliver them to Purchaser at no cost or expense to Purchaser (other than Consents pursuant to Section 2.5(a) which shall be at the cost and expense of Purchaser). If any Seller or Purchaser, in its reasonable discretion, determines after the Closing that books, records or other materials constituting Excluded Assets were delivered to Purchaser, Purchaser shall promptly return them to the applicable Seller at Sellers’ sole cost and expense.

Section 2.4 Conveyance of Assets by Affiliates of Sellers . Notwithstanding anything to the contrary contained in this Agreement, if it is determined before, at or after the Closing that any Affiliate of any Seller (an “ Affiliate Seller ”) owns or possesses any Purchased Assets Related to the Business if such Affiliate Seller were deemed to be a Seller under this Agreement (such assets and properties, the “ Affiliate Purchased Assets ”), then Sellers shall, upon Purchaser’s request, promptly cause such Affiliate Seller to transfer, assign, convey and deliver to Purchaser such Affiliate Purchased Assets in accordance with the terms and conditions of this Agreement; provided , that Purchaser shall not be obligated to pay any amounts to Sellers in consideration for the transfer of such Affiliate Purchased Assets to Purchaser other than those amounts that Purchaser is obligated to pay to Sellers pursuant to Section 4.1 .

Section 2.5 Non-Assignable Permits and Contracts; Servicing Licenses .

(a) Non-Assignability . Notwithstanding anything to the contrary contained in this Agreement or in any Ancillary Agreement, to the extent that any Contract included in the Purchased Assets is not capable of being assigned to Purchaser as contemplated by this Agreement without the Consent of the other party or parties thereto or the issuer thereof or any other third party (including a Government Entity), or if such assignment or attempted assignment without such Consent would constitute a breach thereof or a violation of any Law, this Agreement shall not constitute an assignment or transfer of any claim, right, benefit or obligation thereunder, or any such attempted assignment, unless any such Consent is obtained at or prior to the date of such attempted assignment (any such Contract that is not capable of being assigned to Purchaser at the Closing as contemplated by this Section 2.5(a) , a “ Non-Transferred Asset ”).

(b) Efforts to Obtain Consents and Waivers . At Purchaser’s request, and at Purchaser’s cost and expense, each Seller shall use commercially reasonable efforts, and Purchaser shall provide reasonable cooperation to each Seller, to obtain the Consents referred to in Section 2.5(a) with respect to any Non-Transferred Asset after the Closing.

(c) If Waivers or Consents Cannot be Obtained . Except with respect to the Servicing Licenses, which are covered under Section 2.5(e) , until the Consents referred to in Section 2.5(a) with respect to any Non-Transferred Assets are obtained, Sellers’ sole responsibility with respect to such Non-Transferred Assets, notwithstanding Section 2.1 , shall be to use all commercially reasonable efforts, at the cost and expense of Purchaser, for the period ending on the earlier of the one-year anniversary of the Closing Date or the effective date of any plan of reorganization of Sellers confirmed in the Bankruptcy Cases, to: (i) provide to Purchaser the benefits of such Non-Transferred Asset; (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser; and (iii) enforce for the account of Purchaser any rights of Sellers arising from such Non-Transferred Asset against the other party or parties thereto or the issuer thereof. Purchaser shall indemnify and hold harmless Sellers against and from any Loss incurred by Sellers arising from or related to any and all actions taken by either Seller pursuant to this Section 2.5(c) at the direction of Purchaser.

(d) Obligation of Purchaser to Perform . Other than with respect to Servicing Licenses, to the extent that Purchaser is provided the benefits pursuant to Section 2.5(c) of any Non-Transferred Asset, Purchaser shall perform, on behalf of Sellers, for the benefit of Sellers and the other party or parties thereto or the issuer thereof the obligations of Sellers thereunder or in connection therewith and if Purchaser shall fail to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may suspend their performance under Section 2.5(c) in respect of the instrument that is the subject of such failure to perform unless and until such situation is remedied, at either Sellers’ option, or Sellers may perform at Purchaser’s sole cost and expense such obligations, in which case Purchaser shall reimburse Sellers’ reasonable costs and expenses of such performance as promptly as practicable following receipt of an invoice therefor. Purchaser shall indemnify and hold harmless Sellers against and from any Loss incurred by Sellers arising from or related to any and all actions taken by either Seller pursuant to this Section 2.5(d) at the direction of Purchaser.

(e) Servicing Licenses . Purchaser shall use all commercially reasonable efforts to obtain all Servicing Licenses required in connection with the Business as promptly as possible, and Sellers shall cooperate with, and provide assistance to, Purchaser in all such efforts. If and to the extent Purchaser shall not have obtained all such Servicing Licenses prior to the Closing, (i) the Company shall perform such activities under the Servicing Agreements as are required from time to time to be performed by a Person with such Servicing Licenses in compliance with Law, in each case for a servicing fee to be mutually agreed by Purchaser and the Company (which fee shall not be less than the Company’s actual costs incurred in performing such activities), (ii) Purchaser and the Company shall enter into the Lease and Subservicing Agreement, which may include a lease back to the Company of any Purchased Assets and Assumed Liabilities, including any employees, Servicing Rights, IT Assets or Permits required in order to conduct the Business in compliance with Law or (iii) Purchaser and the Company shall enter into another arrangement mutually satisfactory to Purchaser and Sellers. The Lease and Subservicing Agreement or other arrangement shall terminate on the six-month anniversary of the Closing Date, unless earlier terminated by mutual agreement of the parties thereto. As of the date hereof, Purchaser has contacted and shall continue to contact the state regulators in all states where Servicing Licenses are required in order to ascertain if any state regulator will object to such arrangements, and shall use all commercially reasonable efforts to inform and consult with all such state regulators as to such arrangements contemplated in this Section 2.5(e) and to avoid any objection thereto.

Section 2.6 Shared Contracts .

(a) Separation of Certain Shared Contracts for Benefit of Purchaser . Prior to the Closing, Sellers and Purchaser shall use commercially reasonable efforts to work together (and, if necessary and desirable, to work with the third parties to the Separation Shared Contracts) in an effort to (i) divide, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of the Separation Shared Contracts and (ii) if reasonably feasible, novate the respective rights and obligations under and in respect of the Separation Shared Contracts, such that, effective as of the Closing, (A) Purchaser is the beneficiary of the rights and is responsible for the obligations related to that portion of the Separation Shared Contract Related to the Business and included in the Purchased Assets (the “ Business Portion ”) so that, subsequent to the Closing, Sellers shall have no rights or obligations with respect to the Business Portion of the Separation Shared Contract, and (B) the applicable Seller is the beneficiary of the rights and is responsible for the obligations related to that portion of the Separation Shared Contract other than the Business Portion (the “ Non-Business Portion ”) so that, subsequent to the Closing, Purchaser shall have no rights or obligations with respect to the Non-Business Portion of the Separation Shared Contract. If the applicable parties are not able to enter into an arrangement to formally divide, modify and/or replicate one or more Separation Shared Contracts prior to the Closing as contemplated by the previous sentence, then (i) Purchaser shall be entitled to the benefits of the Business Portion of any such Separation Shared Contract accruing on or after the Closing Date to the extent (and only to the extent) that Sellers may provide such benefits (A) without violating the terms of such Separation Shared Contract and (B) without incurring any material expense (and any such expense shall be reimbursed by Purchaser) and (ii) to the extent Purchaser receives such benefits, Purchaser shall perform at its sole cost and expense the obligations of the applicable Seller to be performed after the Closing under the Business Portion of such Separation Shared Contract as in effect on the Closing Date until the earliest of (i) such time as separate Contracts for such goods or services have been agreed between such Seller and the other party to such Contracts, (ii) the election by Seller to terminate such arrangement, (iii) the termination of such Separation Shared Contract and (iv) the date which is 12 months after the Closing Date.

(b) Other Shared Contracts . With respect to any Transferred Shared Contract that is, at Sellers’ sole option, transferred to Purchaser at the Closing, Purchaser shall provide the applicable Seller with the benefits of such Transferred Shared Contract in substantially the manner described in Section 2.6(a) above (subject to the limitations set forth therein), and such Seller shall reimburse Purchaser for such benefits in substantially the manner described in Section 2.6(a) above (subject to the limitations set forth therein), until the earliest of (i) such time as separate Contracts for such goods or services have been agreed between such Seller and the other party to such Contracts, (ii) the election by Seller to terminate such arrangement, (iii) the termination of such Transferred Shared Contract and (iv) the date which is 12 months after the Closing Date.

Section 2.7 Assumption of Certain Liabilities .

(a) On the terms of and subject to the conditions set forth herein, Purchaser shall (i) assume at the Closing and discharge or perform when due the Assumed Liabilities on and after the Closing Date and (ii) assume all obligations for and pay and discharge when due the Cure Amounts relating to each Assigned Contract at the respective Contract Determination Date for such Assigned Contract; provided , that, except as set forth in Section 2.7(b) , in no event shall Purchaser assume and discharge when due the Cure Amounts relating to the Excluded Contracts. Except as set forth in this Section 2.7 , Purchaser shall not assume or have any Liability or responsibility with respect to any Liability of any nature or kind whatsoever relating to the Business or the Purchased Assets that exists, or arises out of the operation or ownership of the Purchased Assets or the Business, prior to, at or after, the Closing and that is not an Assumed Liability. Except as set forth in this Section 2.7 , other than the Assumed Liabilities, Purchaser shall not assume any Liability of any nature or kind whatsoever of Sellers.

(b) From time to time after the date hereof, but in no event later than 60 days following the Closing Date or, if such date does not fall on a Business Day, the next succeeding Business Day (the “ Contract Notification Deadline ”), Purchaser shall, in its sole discretion, notify Sellers of (i) each Assigned Contract that Purchaser has agreed to assume (each, an “ Accepted Contract ” and, collectively, the “ Accepted Contracts ”) and (ii) each Assigned Contract that Purchaser does not desire to assume (each, an “ Excluded Contract ” and, collectively, the “ Excluded Contracts ”); provided , that any Assigned Contract that has not been designated by Purchaser as either an Accepted Contract or an Excluded Contract by the Contract Notification Deadline shall be deemed to be an Excluded Contract; and provided , further , that Sellers shall not be deemed in breach under this Agreement (whether as a result of an inaccuracy in a representation or warranty or breach of a covenant) or otherwise if Sellers shall reject an Excluded Contract. Purchaser shall be responsible for and shall pay to each applicable Person that is a party to an Accepted Contract the respective Cure Amount for such Accepted Contract on the Contract Determination Date for such Accepted Contract. In furtherance of the foregoing, the Sale Approval Order shall provide that the assignment and assumption to Purchaser of the Assigned Contracts is approved, subject only to (A) payment by Purchaser of the Cure Amounts for each Assigned Contract, (B) resolution of any assumption objection under Section 365(c)(1) or (c)(2) of the Bankruptcy Code and (C) Purchaser’s right to designate any Assigned Contract an Excluded Contract in accordance with the terms of this Section 2.7(b) . From the date hereof until the Contract Notification Deadline, Sellers shall not reject any Assigned Contract unless such contract has been designated an Excluded Contract by Purchaser; provided , that Sellers shall not be deemed in breach under this Agreement (whether as a result of an inaccuracy in a representation or warranty or breach of a covenant) or otherwise if Sellers shall reject an Excluded Contract. Purchaser shall be responsible for, and shall pay in accordance with Section 2.7(c) , all costs incurred by Sellers with respect to, and all amounts due by or on behalf of Sellers under, each Assigned Contract, together with all of Sellers’ reasonable, necessary, ordinary course, post-Closing obligations that are specifically attributable to each such Assigned Contract (the “ Carrying Costs ”) during the period from the Closing Date through the Contract Determination Date for each such Assigned Contract. Except as set forth in this Section 2.7 , Purchaser’s Carrying Costs shall not include any attorneys’ or financial advisory fees arising from and directly related to the Bankruptcy Cases or Sellers and their Affiliates status as debtors-in-possession under Chapter 11 of the Bankruptcy Code. With respect to each Assigned Contract, between the Closing Date and such Assigned Contract’s respective Contract Determination Date, Sellers shall provide, to the extent reasonably necessary for Purchaser to operate the Business after the Closing Date and at Purchaser’s sole cost and expense, a subcontract, sublease or sublicense, as may be applicable, to Sellers’ rights Related to the Business pursuant to such Assigned Contract.

(c) With respect to each Assigned Contract, Sellers shall, within 60 days after the later of (i) the Contract Determination Date for such Assigned Contract or (ii) the Contract Notification Deadline, advise Purchaser in writing of the amount of the Carrying Costs with respect to such Assigned Contract in sufficiently reasonable detail; provided , that, without limiting the foregoing, Sellers, in their sole discretion, may advise Purchaser in writing of the amount of Carrying Costs at any time with respect to any Assigned Contract the Carrying Costs of which are equal to or greater than $100,000. Purchaser shall pay the Carrying Costs as so indicated within 10 Business Days after such notification; provided , that Purchaser may object to the Carrying Costs within such 10 Business Day period. If Purchaser makes such an objection, Sellers and Purchaser shall first use good faith efforts to resolve such objection and, absent resolution within 10 Business Days of Purchaser’s objection, the matter shall be submitted to the Bankruptcy Court, whose determination shall be final and binding upon the parties.

(d) Sellers shall file a motion (the “ Supplemental Motion ”) with the Bankruptcy Court for entry of an Order of the Bankruptcy Court (the “ Supplemental Order ”) to assume and assign to Purchaser any additional Contracts or any Separation Shared Contracts, in each case that have not been previously rejected by Sellers, as identified by Purchaser and approved by Sellers in their sole discretion (each, an “ Additional Contract ” and, collectively, the “ Additional Contracts ”) that, for any reason, are not assumed and assigned to Purchaser pursuant to the Sale Approval Order, with the same effect as if such Contracts had been Assigned Contracts (i) under the Sale Approval Order, including setting a proposed cure amount and seeking a Cure Finding therefor, and (ii) under this Section 2.7 , including with respect to the obligation to pay the Cure Amount and Carrying Costs with respect to each such Additional Contract; provided , that Purchaser’s obligation to pay the Carrying Costs for any Additional Contract shall commence upon the date that Sellers approve Purchaser’s request to treat such contract as an Additional Contract hereunder. The Sale Approval Order shall provide that a motion to assume and assign an Additional Contract shall be on notice only to Purchaser and to the non-debtor party or parties to such Contract. If the non-debtor party to any such Additional Contract objects to the assumption and assignment of such Contract or to Sellers’ proposed cure amount, then Sellers shall either settle, at Purchaser’s cost, the objection of such party (subject to approval of Purchaser) or shall litigate, at Purchaser’s cost, such objection under such procedures as the Bankruptcy Court shall approve and proscribe. The Contract Notification Deadline for any Additional Contract shall be deemed to be, and shall be extended until, the later of (x) the date that is 45 days after the date that such Additional Contract is identified by Purchaser to Sellers, subject to the approval of Sellers in their sole discretion; and (y) the date that is three Business Days after the date that the Bankruptcy Court makes a Cure Finding for such Contract (in each case if such date would be after the date that would otherwise be the Contract Notification Deadline). The Sale Approval Order shall provide that with respect to any action required or permitted to be taken by Sellers pursuant to this Section&nbs