EX-10.8






Exhibit 10.8




SCHEDULE




to the Master Agreement




(Multicurrency – Cross Border)




dated as of December 19, 2006




between




ABN AMRO BANK N.V.




(“Party A”),




a naamloze vennootschap organized




under the laws of The Netherlands




and




ST. ANDREW FUNDING TRUST




(“Party B”)




a statutory trust organized




under the laws of Delaware





	 	 	Part 1.   Termination Provisions





In this Agreement:



(a) “Specified Entity” means in relation to Party A for the purpose of:



	 	 	 
	Section 5(a)(v)

	 	Not Applicable.
	 

	 	

	Section 5(a)(vi)

	 	Not Applicable.
	 

	 	

	Section 5(a)(vii)

	 	Not Applicable.
	 

	 	

	Section 5(b)(iv)

	 	Not Applicable.
	 

	 	

	 
	 	 
	and in relation to Party B for the purpose of:

	 
	 	 
	Section 5(a)(v)

	 	Not Applicable.
	 

	 	

	Section 5(a)(vi)

	 	Not Applicable.
	 

	 	

	Section 5(a)(vii)

	 	Not Applicable.
	 

	 	

	Section 5(b)(iv)

	 	Not Applicable.
	 

	 	







(b) “Specified Transaction” will have the meaning specified in Section 14 of this
Agreement.



(c) (i) The provisions of Section 5(a) and Section 5(b) (as modified by (g)
below) will apply to Party A and to Party B as follows:




The designation below of an Event of Default as being “Applicable” to a specific party means
that upon the occurrence of such an Event of Default with respect to such party, the other
party shall have the rights of a Non-defaulting Party under Section 6 of the
Agreement, and conversely, the designation of such an event as being “Not Applicable” means
that such other party shall not have such right.



	 	 	 	 	 
	(ii) Section 5(a)	 	Party A	 	Party B
	(i) “Failure to Pay or Deliver”

	 	Applicable.
	 	Applicable.
	 
	 	 	 	 
	(ii) “Breach of Agreement”

	 	Applicable.
	 	Not Applicable.
	 
	 	 	 	 
	(iii) “Credit Support Default”

	 	Applicable.
	 	Not Applicable.
	 
	 	 	 	 
	(iv) “Misrepresentation”

	 	Applicable.
	 	Not Applicable.
	 
	 	 	 	 
	(v) “Default under Specified

Transaction”

	 	

Not Applicable.
	 	

Not Applicable.
	 
	 	 	 	 
	(vi) “Cross Default”

	 	Not Applicable.
	 	Not Applicable.
	 
	 	 	 	 
	(vii) “Bankruptcy”

	 	Applicable.
	 	Applicable (provided

that sub-paragraph

(2) of Section

5(a)(vii) shall not

apply to Party B)
	 
	 	 	 	 
	(viii) “Merger Without

Assumption”

	 	

Applicable.
	 	

Applicable.







provided that Section (5)(a)(i) of this Agreement is amended, subject to Part 5(h)
of this Schedule, to read as follows:




Failure to Pay or Deliver. Failure by the party to make, on the date when due, any
payment under this Agreement or delivery under Section 2(a)(i) or
2(e) required to be made by it if such failure is not remedied on or before
the first Local Business Day after notice (including notice via email or facsimile)
of such failure is given to the party.




The designation below of a Termination Event as being “Applicable” to a specific
party means that upon the occurrence of such a Termination Event, if such party is not the
Affected Party in the case of an Additional Termination Event or Credit Event Upon Merger or
if such party is the Burdened Party in the case of a Tax Event Upon Merger, such party, as
the case may be, shall have the right to terminate the Transaction in accordance with
Section 6 of the Agreement, and conversely, the designation of such an event as
being “Not Applicable” means that such party shall not have such right; provided,
however, with respect to “Illegality” the designation of such event being “Applicable” to a
specific party means that upon the occurrence of such a Termination Event, either party
shall have the right to terminate the Transaction in accordance with Section 6 of
the Agreement.



	 	 	 	 	 
	Section 5(b)	 	Party A	 	Party B
	(i) “Illegality”

	 	Applicable.
	 	Applicable.
	 
	 	 	 	 
	(ii) “Tax Event”

	 	Applicable.
	 	Applicable.
	 
	 	 	 	 
	(iii) “Tax Event Upon Merger”

	 	Not Applicable.
	 	Applicable.
	 
	 	 	 	 
	(iv) “Credit Event Upon Merger”

	 	Not Applicable.
	 	Applicable.
	 
	 	 	 	 
	(v) “Additional Termination

Event”

	 	

Applicable.
	 	

Applicable.






(d) Payments on Early Termination.




	 	(i)	 	Market Quotation will apply.






	 	(ii)	 	The Second Method will apply.





(e) “Termination Currency” means United States Dollars (“USD”).



(f) The “Automatic Early Termination” provisions of Section 6(a) will not apply to Party A
or Party B.



(g) The following shall be specified as an “Additional Termination Event” pursuant to
Section 5(b)(v):




	 	(i)	 	Party A Downgrade. The occurrence and continuation of a Termination Event
following the expiration of the applicable grace period pursuant to Part 5(k)
and Part 5(o) herein, in which case, the Early Termination Date for the
Transaction shall be the date designated by Party B, subject to Section 6(v) of
the Confirmation of this Schedule. For purposes of the foregoing Additional
Termination Event, Party A shall be the sole Affected Party.






	 	(ii)	 	Amendments Made Without Consent to Party A. It shall be an Additional
Termination Event if any amendment, waiver and/or supplement to any Program Document is
made without the prior written consent of each Swap Counterparty (such consent not to
be unreasonably withheld). In connection with such Additional Termination Event, Party
B shall be the sole Affected Party.






	 	 	Part 2.   Tax Representations.





(a) Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, Party A
and Party B will each make the following representation:




It is not required by any applicable law, as modified by the practice of any
relevant governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other than
interest under Section 2(e), 6(d)(ii) or 6(e) of this
Agreement) to be made by it to the other party under this Agreement. In making this
representation, it may rely on (i) the accuracy of any representations made by the
other party pursuant to Section 3(f) of this Agreement, (ii) the
satisfaction of the agreement of the other party contained in Section
4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and
effectiveness of any document provided by the other party pursuant to Section
4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the
agreement of the other party contained in Section 4(d) of this Agreement,
provided that it shall not be a breach of this representation where reliance
is placed on clause (ii) and the other party does not deliver a form or document
under Section 4(a)(iii) by reason of material prejudice to its legal or commercial
position.



(b) Payee Tax Representations. For the purpose of Section 3(f) of this Agreement, Party A
and Party B will make the following representations specified below, if any:




	 	 	The following representation will apply to Party A:






(A) It is a resident of The Netherlands for the purpose of the application of the existing
tax treaties between The Netherlands and those countries where offices of Party B are
located.




(B) With respect to its non-U.S. branches, it is fully eligible for the benefits of the
“Business Profits” or “Industrial and Commercial Profits” provision, as the case may be, the
“Interest” provision or the “Other Income” provision (if any) of the Specified Treaty with
respect to any payment described in such provisions and received or to be received by it in
connection with this Agreement and no such payment is attributable to a trade or business
carried on by it through a permanent establishment in the Specified Jurisdiction. With
respect to Party A, Specified Treaty means the income tax treaty between the United States
and The Netherlands; Specified Jurisdiction means the United States.




(C) With respect to its U.S. branches, each payment received or to be received by it in
connection with this Agreement will be effectively connected with its conduct of a trade or
business in the United States.




	 	 	The following representation will apply to Party B:





	 	 	 
	It is a statutory trust organized under the laws of Delaware.

	 
	 	 
	Part 3.  

	 	Agreement to Deliver Documents.







Section 4(a) of this Agreement is amended by deleting the following in the first
sentence thereof:




, in certain cases under subparagraph (iii) below,




Section 4(a)(iii) of this Agreement is amended to read as follows:




any forms, documents or certificates that may be required or reasonably requested in
order to allow such other party to make a payment under this Agreement or any
applicable Credit Support Document without any deduction or withholding for or on
account of any Tax, or with such deduction or withholding at a reduced rate, with
any such forms, documents or certificates to be accurate and completed in a manner
reasonably satisfactory to such other party, and to be executed and to be delivered
with any required certification to such other party (or to such government or taxing
authority as such other party reasonably directs), promptly upon the earlier of (A)
reasonable demand by such other party and (B) learning that any such forms,
documents or certificates are required;




For the purpose of Section 4(a)(i) and Section 4(a)(ii) of this
Agreement, Party A and Party B each agree to deliver the following documents, as
applicable:



Documents to be delivered are:



	 	 	 	 	 	 	 
	Party required to	 	Form, Document or	 	Date by which to be	 	Covered by Section
	deliver document	 	Certificate	 	Delivered	 	3(d)
	 	 	An opinion of	 	 	 	 
	 	 	counsel to Party A	 	 	 	 
	 	 	(which may be in	 	 	 	 
	 	 	house counsel)	 	 	 	 
	 	 	reasonably	 	 	 	 
	 	 	acceptable to	 	Upon execution of	 	 
	Party A	 	counsel of Party B.	 	this Agreement.	 	No
	 	 	An incumbency	 	 	 	 
	 	 	certificate with	 	 	 	 
	 	 	respect to the	 	 	 	 
	 	 	signatory of this	 	Upon execution of	 	 
	Party A	 	Agreement.	 	this Agreement.	 	Yes
	 	 	An opinion of	 	 	 	 
	 	 	counsel to Party B	 	 	 	 
	 	 	acceptable to	 	Upon execution of	 	 
	Party B	 	counsel of Party A.	 	this Agreement.	 	No
	 	 	An incumbency	 	 	 	 
	 	 	certificate with	 	 	 	 
	 	 	respect to the	 	 	 	 
	 	 	signatory of this	 	Upon execution of	 	 
	Party B	 	Agreement.	 	this Agreement.	 	Yes
	 	 	Executed copies of	 	Upon execution of	 	 
	 	 	each Program	 	this Agreement and	 	 
	 	 	Document and each	 	on the date of each	 	 
	Party B	 	amendment thereof.	 	amendment thereof.	 	Yes
	 	 	 	 	(i) Before the	 	 
	 	 	 	 	first Payment Date	 	 
	 	 	 	 	under this	 	 
	 	 	 	 	Agreement, (ii)	 	 
	 	 	 	 	promptly upon	 	 
	 	 	 	 	reasonable demand	 	 
	 	 	 	 	by Party A and	 	 
	 	 	 	 	(iii) promptly upon	 	 
	 	 	 	 	a party learning	 	 
	 	 	An executed IRS	 	that any such form	 	 
	 	 	Form W-9 or Form	 	previously provided	 	 
	 	 	W-8ECI as	 	by such party has	 	 
	 	 	applicable (or any	 	become obsolete or	 	 
	Party A and Party B	 	successor thereto).	 	incorrect.	 	N/A
	Party B

	 	Copy of each notice

and/or report

received or

delivered by the

Issuer pursuant to

the Program

Documents.
	 	As provided in the

Program Documents.











	 	Yes




















	 	 	Part 4.   Miscellaneous.





(a) Addresses for Notices. For the purpose of Section 12(a):




Address for notices or communications to Party A:



	 	 	 
	Address:

	 	ABN AMRO Bank N.V. Chicago Branch

Global Documentation Unit







540 W. Madison Street, 22nd Floor


Chicago, IL 60661




Attention: Treasury Documentation



	 	 	 	 	 
	Telephone: 312-904-5214
Facsimile:
	 	 	312-904-0392	 







	 	•	 	r all other purposes to the Head Office:






ABN AMRO Bank N.V., Amsterdam Head Office


P.O. Box 283


1000 AE  Amsterdam


The Netherlands



	 	 	 	 	 
	Attention:
	 	Operations Derivatives Markets

	Telephone:
	 	 	31-20-6284448	 
	Facsimile:
	 	 	31-20-6281679	 
	Address for notices or communications to Party B:

	Address:
	 	St. Andrew Funding Trust








C/O New Century Mortgage Corporation, as Administrator


18400 Von Karman Avenue, Suite 1000




Irvine, CA 92612



	 	 	 	 	 
	Attention:
	 	Kevin Cloyd

	Facsimile:
	 	 	949-224-5750	 
	Telephone:
	 	 	949-862-7941	 






In addition, in the case of notices or communications relating to Section 5, 6, 11 or 13 of
this Agreement, a second copy of any such notice or communication shall be addressed to the
attention of Party B’s legal department as follows:




	 	 	 	Address: St. Andrew Funding Trust






C/O New Century Mortgage Corporation, as Administrator


18400 Von Karman Avenue, Suite 1000




Irvine, CA 92612



	 	 	 	 	 
	Attention:
	 	General Counsel

	Facsimile:
	 	 	949-224-5750	 
	Telephone:
	 	 	949-862-7941	 
	Address for notices or communications to Moody’s:

	Address:
	 	Moody’s Investors Service, Inc.








99 Church Street




New York, New York 10007



	 	 	 
	Attention: Asset Backed Commercial Paper Group

	 
	 	 
	Facsimile No: (212) 553-0300

	 	

	 
	 	 
	Address for notices or communications to S&P:

	 
	 	 
	Address:

	 	Standard & Poor’s,







a division of The McGraw-Hill Companies, Inc.




55 Water Street




New York, New York 10041



	 	 	 
	Attention: Asset Backed Surveillance Group

	 
	 	 
	Facsimile No: (212) 438-2647

Address for notices to Servicer:

	 	



	Address:

	 	New Century Mortgage Corporation







18400 Von Karman, Suite 1000




Irvine, California 92612




Attention: Kevin Cloyd (with copies to General Counsel)




Facsimile: 949-224-5750




Telephone: 949-862-7941



Notices under this Agreement and the Transaction shall be sent to Moody’s and S&P only to the
extent specifically required in the transaction confirmation.



(b) Process Agent. For the purpose of Section 13(c):




Party A appoints as its Process Agent:




ABN AMRO Bank N.V.




55 East 52nd Street




New York, NY 10055




Attn: Legal Department




Tel: 212 409-1598




Fax: 212 409-1663




Party B appoints as its Process Agent: Not Applicable.



(c) Offices. The provisions of Section 10(a) will apply to Party A and will not apply to
Party B.



(d) Multibranch Party. For the purpose of Section 10(c) of this Agreement:-




Party A is a Multibranch Party and may act through the following offices: Amsterdam, London
and Chicago.




Party B is not a Multibranch Party.



(e) Calculation Agent. The Servicer (as set forth in detail in the Confirmation).



(f) Credit Support Document. Details of any Credit Support Document:




In the case of Party A: Initially none, provided, however, if Party A is
required to post Eligible Collateral pursuant to Part 5(o) of this Schedule, the 1994 ISDA
Credit Support Annex (New York law) and paragraph 13 thereto (to be negotiated between the
parties at such time).




In the case of Party B: The Security Agreement.




Notwithstanding the foregoing, each Party hereto acknowledges and agrees that “Credit
Support Default” and “Misrepresentation” (Section 5(a)(iii) and Section
5(a)(iv), respectively, of the Agreement) shall not constitute Events of Default
applicable to Party B.



(g) Credit Support Provider.




Credit Support Provider means in relation to Party A: Not Applicable.




Credit Support Provider means in relation to Party B: Not Applicable.



(h) “Affiliate” will have the meaning specified in Section 14 of this Agreement.



(i) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS THEREOF,
OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



(j) Netting of Payments. Section 2(c)(ii) will apply with respect to all payments under
this Agreement. For purposes of netting pursuant to Section 2(c)(ii), payments made on the
Business Day before a Payment Date shall be deemed to be made on such Payment Date.



(k) Account Detail:



	 	 	 
	Payments to Party A:The Account described in the related Confirmation

	 
	 	 
	Payments to Party B:Collateral Account under the Security Agreement

	 
	 	 
	Part 5.  

	 	Other Provisions.






(a) Confirmation. The Confirmation, as amended and supplemented from time to time, supplements,
forms part of, and will be read and construed as one with the Agreement. The parties hereby agree
and acknowledge that the Transaction entered into pursuant to the Confirmation, dated as of the
date hereof and bearing the Reference No      , between the parties shall constitute the sole
Transaction under this Agreement.



(b) No Bankruptcy Petition. Prior to the date that is one year and one day after the payment in
full of any Note issued by Party B (or such longer preference period as may be in effect at such
time), Party A, in its capacity as Swap Counterparty, shall not institute against, or join any
other person in instituting against, Party B, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy
or similar law. Nothing herein shall prevent Party A from participating in any such proceeding
once commenced by another entity.



(c) Transfer. Section 7 is hereby amended by:




	 	(i)	 	adding the words “(and notice of the transferee to)” after the word “of” in the
third line thereof, and (ii) adding the words “(subject to providing three Business
Days’ prior written notice of the transferee to the other party and to each Rating
Agency)” after the word “transfer” in the fourth and seventh line thereof.






	 	(ii)	 	adding at the end thereof:






“Any party making any such transfer shall deliver to the other party and the
Servicer written confirmation from each Rating Agency that such transfer will not
result in the then-current rating of any series of the Notes outstanding being
withdrawn or lowered.”




	 	(iii)	 	adding a new paragraph 7(c) reading as follows:






“(c) Notwithstanding anything to the contrary set forth in the Agreement, Party A
agrees to the assignment to Deutsche Bank Trust Company Americas as Collateral Agent
under the Security Agreement, for the benefit of the Secured Parties under the
Security Agreement of, and the grant to the Collateral Agent for the benefit of each
Secured Party of a security interest in, the rights of Party B under this Agreement
and the Confirmation. Party A further consents to and agrees that in connection
with the realization of any of the Secured Parties’ rights (including Party A’s
rights) under the Security Agreement, that the Collateral Agent, on behalf of the
Secured Parties (including Party A) is entitled to, and shall have, all rights of
Party B hereunder.



(d) Eligible Contract Participant. Party A and Party B represent to the other that on the date
hereof and on each date on which a Transaction is entered into between them that: (a) It is an
“eligible contract participant” within the meaning of Section 1a(12) of the Commodity Exchange Act,
as amended; (b) this Agreement and each Transaction is subject to individual negotiation by each
Party; (c) neither this Agreement nor any Transaction will be executed or traded on a “trading
facility” within the meaning of Section 1a(33) of the Commodity Exchange Act, as amended, and (d)
this Agreement and the Transaction are intended to constitute a “swap agreement” within the meaning
of Commodity Futures Trading Commission (“CFTC”) Regulations Section 35.l(b)(1) and Section
101(53B) of the U.S. Bankruptcy Code.



(e) WAIVER OF RIGHT TO TRIAL BY JURY. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY TRANSACTION.



(f) Amendments. Section 9(b) of this Agreement is hereby amended by adding the following
after the word “system” in the last line thereof:




“, provided, however, that each Rating Agency shall receive prior written notice of all such
amendments, modifications or waivers; provided, further, that each amendment, modification
or waiver shall require, prior to its effectiveness, the written confirmation of each Rating
Agency that such amendment, modification or waiver shall not result in the then-current
rating of any series of Notes outstanding being withdrawn or lowered.”



(g) Section 2. Section 2(e) of the Agreement shall not apply to payments to be made by
Party B.



(h) Section 5. Section 5(a)(i) of the Agreement is hereby amended by deleting the words
“the party” in the last line thereof and replacing such language with the following:




“the Collateral Agent and the party, provided that any payment default may be cured on
behalf of Party B by the Collateral Agent prior to designation of an Early Termination Date
(but the Collateral Agent shall have no obligation to do so)”



(i) Expenses. Section 11 of the Agreement is hereby amended by deleting the words “A
Defaulting Party” in the first line thereof and “the Defaulting Party” in the fourth line thereof
and replacing such language with the following:




“Party A, to the extent that it is a Defaulting Party,”



(j) Relationship Between Parties. With respect to each Transaction hereunder:




	 	(i)	 	Non-Reliance. Each party represents and warrants that it is acting for
its own account, and it has made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate or proper for it is based
upon its own judgment and upon advice from such advisors as it has deemed necessary.
It is not relying on any communication (written or oral) of the other party as
investment advice or as a recommendation to enter into that Transaction; it being
understood that information and explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a recommendation to enter into
that Transaction. It has not received from the other party any assurance or guarantee
as to the expected results of that Transaction.






	 	(ii)	 	Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent professional advice), and
understands and accepts the terms, conditions and risks of that Transaction. It is
also capable of assuming, and assumes, the financial and other risks of that
Transaction.






	 	(iii)	 	Status of Parties. The other party is not acting as a fiduciary or an
advisor for it in respect of that Transaction.





(k) [Reserved].



(l) Limited Recourse to Party B. Notwithstanding anything to the contrary contained herein, all
obligations of Party B under Section 2(a)(i) of this Agreement shall be payable by Party B
only on a Payment Date or Interim Payment Date (each as defined in the related Confirmation of the
Transaction) and only to the extent of funds available therefor in the Collateral Account as
provided in Section 2.01, Section 6.03 or Section 6.06 of the Security
Agreement and, to the extent such funds are not available or are insufficient for the payment
thereof, shall not constitute a claim against Party B to the extent of such unavailability or
insufficiency until such time as Party B has assets sufficient to pay such prior deficiency. This
paragraph shall survive the termination of this Agreement but in all cases shall expire
concurrently with the earlier to occur of (i) the restriction specified in Part 5(b) and (ii) the
commencement of any bankruptcy, insolvency or liquidation proceeding or other proceeding under any
Federal or state bankruptcy law with respect to Party B.



(m) No Recourse. The obligations of Party B hereunder are solely the obligations of Party B and no
recourse shall be had with respect to this Agreement, any of the obligations of Party B hereunder
or for the payment of any fee or other amount payable hereunder or for any claim based on, arising
out of or relating to any provision of this Agreement against any member, stockholder, employee,
officer, director, incorporator, trustee, affiliate, agent or servant of Party B except to the
extent that any such claim arises as a result of the intentional misconduct, fraud, bad faith
and/or gross negligence of such persons. The provisions of this paragraph shall survive the
termination of this Agreement.



(n) Notice of Payment Amounts. The Calculation Agent shall provide (via email or facsimile) Party
A with estimates of payments to be made by each of Party A and Party B (including a breakdown of
the components of each payment) under the Agreement on the next following Payment Date, Interim
Payment Date and Party A Accrued Interest Payment Date (as defined in the Confirmation). Such
estimates shall be provided (i) by 4:00 p.m. (New York City time) of the Business Day prior to each
such monthly Payment Date and Party A Accrued Interest Payment Date and (ii) by 4:00 p.m. (New York
City time) of the Business Day prior to each such Interim Payment Date. Final confirmation of the
actual amounts to be wired shall be provided (via e-mail or facsimile and confirmed by telephone)
by no later than 12:00 noon (New York City time) on each such Interim Payment Date and on the
Business Day immediately prior to each such monthly Payment Date and Party A Accrued Interest
Payment Date.



(o) Reduction of Swap Counterparty’s Rating. In the event that Party A’s short-term senior
unsecured debt rating is withdrawn or reduced below “A-l+” by S&P or “P-1” by Moody’s and, if rated
by Fitch, “F1+” by Fitch, Party A is obligated to immediately provide written notice thereof to
Party B and, within 30 days after such rating withdrawal or reduction (if such withdrawal or
reduction is continuing), to either, in its discretion (i) establish any arrangement with Moody’s
or S&P as the case may be, including obtaining a backup swap counterparty, (ii) obtain replacement
swap agreements with terms substantially the same as this Agreement, or (iii) execute and deliver
and post collateral to Party B pursuant to the Credit Support Document, in any such case such that
Party A shall receive written confirmation that the rating of each series of Notes outstanding by
the applicable rating agency will not be withdrawn or reduced below the applicable rating of each
series of Notes outstanding existing immediately prior to such downgrade, as applicable; provided,
however, that the preceding provisions may be modified, without the consent of the holders of the
Notes, if Party A, the Seller and the Collateral Agent shall have been provided with a letter from
Moody’s and S&P to the effect that any such modification will not adversely affect the ratings on
all series of Notes outstanding. Any costs associated with obtaining a replacement swap agreement
or establishing any other arrangement satisfactory to the applicable rating agency will be borne by
Party A. No failure on the part of Party A to effect any of the alternatives specified above shall
constitute an Event of Default with respect to Party A. Rather, following the 30-day period, a
Termination Event shall be deemed to have occurred with Party A as the Affected Party.



(p) [Reserved].



(q) Additional Swap Counterparties. To the extent that Party B enters into swap agreements
similar to this Transaction with other additional swap counterparties, such swap counterparties
will be required to maintain short-term credit ratings of “A-1+” from S&P and “P-1” from Moody’s
and, if rated by Fitch, “F1+” by Fitch and long-term credit ratings of at least “AA-” from S&P and
“Aa3” from Moody’s and, if rated by Fitch, “AA-” by Fitch.



(r) Additional Definitions. Capitalized terms used in this Schedule and not otherwise defined
herein shall have the meanings set forth in the Confirmation or the Definitions List attached as
Schedule I to the Security Agreement. Additionally, the capitalized terms set forth below shall
have the following meanings:




“Mortgage Loan Purchase and Servicing Agreement” shall mean that certain Mortgage
Loan Purchase and Servicing Agreement, dated as of December 19, 2006 among Party B, as
Purchaser, Home123 Corporation, as Seller, New Century Mortgage Corporation, as Seller and
as Servicer, and New Century Financial Corporation, as Performance Guarantor, as amended
from time to time.




“Security Agreement” shall mean that certain Security Agreement, dated as of
December 19, 2006, between Party B and Deutsche Bank Trust Company Americas, as Collateral
Agent, as amended from time to time.



(s) Consent to Recording. The parties agree that each may electronically record all telephonic
conversations between marketing and trading personnel in connection with this Agreement and that
any such recordings may be submitted in evidence in any Proceedings relating to this Agreement.



(t) Further Representations of Party B:




	 	(i)	 	Assuming the due authorization, execution and delivery thereof by the other
parties thereto, each of the Program Documents to which Party B is a party constitutes
the legal, valid and binding obligations of Party B, enforceable against Party B in
accordance with the terms thereof, subject to applicable bankruptcy, insolvency and
similar laws or legal principles affecting creditors’ rights generally, and subject, as
to enforceability, to general principles of equity regardless of whether enforcement is
sought in a proceeding in equity or at law.






	 	(ii)	 	The Program Documents to which Party B is a party are in full force and effect
on the date hereof and there have been no amendments or waivers or modifications of any
of the terms thereof since the original execution and delivery of the Program Documents
to which Party B is a party.






	 	(iii)	 	To the best of its knowledge, no event of default (or event which would, with
the passage of time or the giving of notice, constitute an event of default) has
occurred and is continuing under any of the Program Documents to which Party B is a
party.





(u) Acknowledgement of the Parties. For the avoidance of doubt, each Party hereto acknowledges and
agrees, notwithstanding Section 1(c) of the Agreement, that each of the Interest Rate Swaps between
Party B and a Swap Counterparty shall constitute separate agreements between Party B and each such
Swap Counterparty.



(v) No Set-off. Other than as provided in Section 2(c) of this Agreement, all payments
hereunder shall be made without set-off or counterclaim. Section 6(e) of the Agreement is
amended by the deletion of the following sentence: “The amount, if any, payable in respect of an
Early Termination Date and determined pursuant to this Section will be subject to any Set-off.”



(w) [RESERVED].



(x) Severability. Any provision of this Agreement which is prohibited, unenforceable or not
authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition, unenforceability or non-authorization without invalidating the remaining provisions
hereof or affecting the validity, enforceability or legality of such provision in any other
jurisdiction so long as this Agreement as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter of this Agreement and the
deletion of such portion of this Agreement will not substantially impair the respective benefits
and expectations of the parties to this Agreement. The parties shall endeavor, in good faith
negotiations, to replace the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.



(y) No Recourse to Owner Trustee. It is expressly understood and agreed by the parties hereto that
(a) this Agreement is executed and delivered by Christiana Bank & Trust Company, not individually
or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and
authority conferred and vested in it as trustee, (b) each of the representations, undertakings and
agreements herein made on the part of Party B is made and intended not as a personal
representation, undertaking and agreement by Christiana Bank & Trust Company but is made and
intended for the purpose of binding only Party B, (c) nothing herein contained shall be construed
as creating any liability on Christiana Bank & Trust Company, individually or personally, to
perform any covenant either expressed or implied contained herein, all such liability, if any,
being expressly waived by the parties hereto and by any Person claiming by, through or under the
parties hereto and (d) under no circumstances shall Christiana Bank & Trust Company be personally
liable for the payment of any indebtedness or expenses of Party B or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or undertaken by Party B under
this Agreement or any other related documents.



(z) USA PATRIOT Act Notice. Party A hereby notifies Party B that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”), it is required to obtain, verify and record information that identifies Party B,
which information includes the name and address of Party B and other information that will allow
Party A to identify Party B in accordance with the Act.



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The parties executing this Schedule have executed the Agreement and have agreed as to
the contents of this Schedule.



ABN AMRO BANK N.V.


By: /s/ Frederick P. Engler


Name: Frederick P. Engler

Title: Regional Manager Documentation


By: /s/ Christopher Fain


Name: Christopher Fain

Title: Vice President

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ST. ANDREW FUNDING TRUST


By: Christiana Bank & Trust Company, not in its individual capacity but solely as Owner Trustee


By: /s/ James M. Young 


Name: James M. Young

Title: Vice President




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