Mortgage Loan Purchase and Servicing Agreement

Exhibit 10.12

Deutsche Bank AG, New York Branch
60 Wall Street
MS NYC 60-2606
New York, NY 10005
Attention: Commercial Paper

December 19, 2006

General Counsel (legal contact)

Deutsche Bank Trust Company Americas
60 Wall Street, 26 ^th Floor
New York, NY 10005-2606
Attention: Jessica Richmond

Dear Sirs:

Reference is made to the (i) Mortgage Loan Purchase and Servicing Agreement, dated as of December 19, 2006 (the “ Purchase Agreement ”), among New Century Mortgage Corporation, as seller and servicer, St. Andrew Funding Trust, as purchaser, and New Century Financial Corporation, as performance guarantor, and (ii) Security Agreement, dated as of December 19, 2006 (the “ Security Agreement ”), between the Purchaser and Deutsche Bank Trust Company Americas, as Collateral Agent, each as may be amended, modified or supplemented. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Security Agreement.

Pursuant to Section 11.2 of the Purchase Agreement, if a Termination Event described in (d) , (h) , or (k) through (r) of Section 11.2 of the Purchase Agreement occurs, or a Termination Event described in (e)(ii) of Section 11.2 of the Purchase Agreement occurs and any Swap Counterparty gives the written notice to the Purchaser described therein, or a Security Agreement Event of Default described in clauses (f) , (m) , or (o) through (s) of Section 7.01 of the Security Agreement occurs, or an Indenture Event of Default described in clauses (f) , (m) , or (o) through (s) of Section 9.1 of the Indenture occurs, the Servicer shall use its best efforts to sell all non-Delinquent Loans and non-Defaulted Loans within sixty (60) days of the date on which such Termination Event, Security Agreement Event of Default or Indenture Event of Default occurred. In the event that all non-Delinquent Loans and non-Defaulted Loans have not been so sold by such sixtieth (60th) day, the Collateral Agent shall hold an auction (a “ Termination Event Auction ”) of the remaining non-Delinquent Loans and non-Defaulted Loans for settlement not later than the seventy-fifth (75th) day following the date on which such Termination Event, Security Agreement Event of Default, or Indenture Event of Default occurred (the “ Final Settlement Date ”). Additionally, pursuant to Section 4.1 of the Purchase Agreement, in the event the principal of any Notes becomes due and payable (a “ Repayment Event ”), whether pursuant to the terms thereof or by the occurrence of a Security Agreement Event of Default or Indenture Event of Default or optional repurchase, maturity or otherwise, the Servicer is required to arrange for the sale of the non-Delinquent Loans and non-Defaulted Loans at such times and in such manner so that the proceeds of the sale, together with amounts received by the Purchaser in connection with each Interest Rate Swap, are available to pay amounts due and owing on such Notes on the dates the Notes are required to be repaid (each, a “ Repayment Date ”). Finally, pursuant to Section 2.8 of the Purchase Agreement, if a Junior Loan Exposure Trigger Event occurs, the Servicer shall use commercially reasonable efforts to sell all Junior Loans within sixty (60) days of the date on which such Junior Loan Exposure Trigger Event occurred. In the event that all Junior Loans have not been so sold, on such sixtieth (60th) day the Collateral Agent shall hold an auction (a “ Junior Loan Exposure Trigger Event Auction ”) of the remaining Junior Lo