MORTGAGE
      LOAN PURCHASE AGREEMENT

    


    This
      is a
      Mortgage Loan Purchase Agreement (this “Agreement”), dated December 19, 2006,
      among NC CAPITAL CORPORATION, a California corporation (the “Responsible
      Party”), CARRINGTON SECURITIES, LP, a Delaware limited partnership (the
“Seller”) and STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., a Delaware limited
      liability company (the “Purchaser”).

    


    Preliminary
      Statement

    


    The
      Seller intends to sell the Mortgage Loans (as hereinafter identified) to the
      Purchaser on the terms and subject to the conditions set forth in this
      Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
      pool comprising the Trust Fund. The Trust Fund will be evidenced by a single
      series of mortgage pass-through certificates designated as Carrington Mortgage
      Loan Trust, Series 2006-NC5 Asset-Backed Pass-Through Certificates (the
“Certificates”). The Certificates will consist of eighteen classes of
      certificates and will be issued pursuant to a Pooling and Servicing Agreement,
      dated as of December 1, 2006 (the “Pooling and Servicing Agreement”), among the
      Depositor as depositor, New Century Mortgage Corporation as servicer (the
“Servicer”) and Wells Fargo Bank, N.A. as trustee (the “Trustee”). Capitalized
      terms used but not defined herein shall have the meanings set forth in the
      Pooling and Servicing Agreement.

    


    The
      parties hereto agree as follows:

    


    SECTION
      1 Agreement
      to Purchase.
      The
      Seller agrees to sell and the Purchaser agrees to purchase, on or before
      December 19, 2006 (the “Closing Date”), certain adjustable-rate and fixed-rate,
      interest-only and fully-amortizing, first lien and second lien, one- to
      four-family residential mortgage loans purchased by the Seller from the
      Responsible Party (the “Mortgage Loans”), having an aggregate principal balance
      as of the close of business on December 1, 2006 (the “Cut-off Date”) of
      $1,216,634,845 (the “Closing Balance”), after giving effect to all payments due
      on the Mortgage Loans on or before the Cut-off Date, whether or not received
      including the right to any Prepayment Charges payable by the related Mortgagors
      in connection with any Principal Prepayments on the Mortgage Loans, on an
      Originator servicing-retained basis.

    


    SECTION
      2 Mortgage
      Loan Schedule.
      The
      Purchaser and the Seller have agreed upon which of the Mortgage Loans are to
      be
      purchased by the Purchaser pursuant to this Agreement and the Seller will
      prepare or cause to be prepared on or prior to the Closing Date a final schedule
      (the “Closing Schedule”) that shall describe such Mortgage Loans and set forth
      all of the Mortgage Loans to be purchased under this Agreement, including the
      Prepayment Charges. The Closing Schedule will conform to the requirements set
      forth in this Agreement and, with respect to the Mortgage Loans subject to
      this
      Agreement, to the definition of “Mortgage Loan Schedule” under the Pooling and
      Servicing Agreement. The Closing Schedule shall be used as part of the Mortgage
      Loan Schedule under the Pooling and Servicing Agreement and shall be based
      on
      information provided by the Originator.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    SECTION
      3 Consideration.

    


    (a) In
      consideration for the Mortgage Loans to be purchased hereunder the Purchaser
      shall, as described in Section 8, pay to or upon the order of the Seller in
      immediately available funds an amount (the “Aggregate Purchase Price”) equal to
      (i) the net sale proceeds of the Class A Certificates and the Mezzanine
      Certificates and (ii) the Class CE Certificates and the Class P
      Certificates.

    


    (b) The
      Purchaser or any assignee, transferee or designee of the Purchaser shall be
      entitled to all scheduled payments of principal due after the Cut-off Date,
      all
      other payments of principal due and collected after the Cut-off Date, and all
      payments of interest on the Mortgage Loans allocable to the period after the
      Cut-off Date. All scheduled payments of principal and interest due on or before
      the Cut-off Date and collected after the Cut-off Date shall belong to the
      Seller.

    


    (c) Pursuant
      to the Pooling and Servicing Agreement, the Purchaser will assign all of its
      right, title and interest in and to the Mortgage Loans, together with its rights
      under this Agreement, to the Trustee for the benefit of the
      Certificateholders.

    


    SECTION
      4 Transfer
      of the Mortgage Loans.

    


    (a) Possession
      of Mortgage Files.
      The
      Seller does hereby sell, and in connection therewith hereby assigns, to the
      Purchaser, effective as of the Closing Date, without recourse but subject to
      the
      terms of this Agreement, all of its right, title and interest in, to and under
      the Mortgage Loans, including the related Prepayment Charges. The contents
      of
      each Mortgage File not delivered to the Purchaser or to any assignee, transferee
      or designee of the Purchaser on or prior to the Closing Date are and shall
      be
      held in trust by the Seller for the benefit of the Purchaser or any assignee,
      transferee or designee of the Purchaser. Upon the sale of the Mortgage Loans,
      the ownership of each Mortgage Note, the related Mortgage and the other contents
      of the related Mortgage File is vested in the Purchaser and the ownership of
      all
      records and documents with respect to the related Mortgage Loan prepared by
      or
      that come into the possession of the Seller on or after the Closing Date shall
      immediately vest in the Purchaser and shall be delivered immediately to the
      Purchaser or as otherwise directed by the Purchaser.

    


    (b) Delivery
      of Mortgage Loan Documents.
      The
      Seller will, on or prior to the Closing Date, deliver or cause to be delivered
      to the Purchaser or any assignee, transferee or designee of the Purchaser each
      of the following documents for each Mortgage Loan:

    


    (i) the
      original Mortgage Note, endorsed in blank or in the following form “Pay to the
      order of Wells Fargo Bank, N.A., as Trustee under the applicable agreement,
      without recourse,” with all prior and intervening endorsements showing a
      complete chain of endorsement from the originator to the Person so endorsing
      to
      the Trustee;

    


    (ii) the
      original Mortgage with evidence of recording thereon, and the original recorded
      power of attorney, if the Mortgage was executed pursuant to a power of attorney,
      with evidence of recording thereon;

    


    (iii) an
      original Assignment in blank;

    
       

      
        
          
          

        

        
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    (iv) the
      original recorded Assignment or Assignments showing a complete chain of
      assignment from the originator to the Person assigning the Mortgage to the
      Trustee as contemplated by the immediately preceding clause (iii);

    


    (v) the
      original or copies of each assumption, modification or substitution agreement,
      if any; and

    


    (vi) the
      original lender’s title insurance policy or, if the original title policy has
      not been issued, the irrevocable commitment to issue the same.

    


    With
      respect to a maximum of approximately 2.0% of the Original Mortgage Loans,
      by
      outstanding principal balance of the Original Mortgage Loans as of the Cut-off
      Date, if any original Mortgage Note referred to in Section 4(b)(i) above cannot
      be located, the obligations of the Seller to deliver such documents shall be
      deemed to be satisfied upon delivery to the Purchaser of a photocopy of such
      Mortgage Note, if available, with a lost note affidavit substantially in the
      form of Exhibit I attached to the Pooling and Servicing Agreement. If any of
      the
      original Mortgage Notes for which a lost note affidavit was delivered to the
      Purchaser is subsequently located, such original Mortgage Note shall be
      delivered to the Purchaser within three Business Days.

    


    If
      any of
      the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has, as
      of
      the Closing Date, been submitted for recording but either (x) has not been
      returned from the applicable public recording office or (y) has been lost or
      such public recording office has retained the original of such document, the
      obligations of the Seller to deliver such documents shall be deemed to be
      satisfied upon (1) delivery to the Purchaser of a copy of each such document
      certified by the Originator in the case of (x) above or the applicable public
      recording office in the case of (y) above to be a true and complete copy of
      the
      original that was submitted for recording and (2) if such copy is certified
      by
      the Originator, delivery to the Purchaser promptly upon receipt thereof of
      either the original or a copy of such document certified by the applicable
      public recording office to be a true and complete copy of the original. Notice
      shall be provided to the Purchaser, the Trustee and the Rating Agencies by
      the
      Seller if delivery pursuant to clause (2) above will be made more than 180
      days
      after the Closing Date. If the original lender’s title insurance policy was not
      delivered pursuant to Section 4(b)(vi) above, the Seller shall deliver or cause
      to be delivered to the Purchaser, promptly after receipt thereof, the original
      lender’s title insurance policy. The Seller shall deliver or cause to be
      delivered to the Purchaser promptly upon receipt thereof any other original
      documents constituting a part of a Mortgage File received with respect to any
      Mortgage Loan, including, but not limited to, any original documents evidencing
      an assumption or modification of any Mortgage Loan.

    


    The
      Seller shall (at the expense of the Responsible Party) promptly (within sixty
      Business Days following the later of the Closing Date and the date of receipt
      by
      the Seller of the recording information for a Mortgage, but in no event later
      than ninety days following the Closing Date) submit or cause to be submitted
      for
      recording, at no expense to the Trust Fund, the Trustee or the Purchaser, in
      the
      appropriate public office for real property records, each Assignment referred
      to
      in Sections 4(b)(iii) and (iv) above and the Seller shall execute each original
      Assignment or cause each original Assignment to be executed in the following
      form: “Wells Fargo Bank, N.A., as Trustee under the applicable agreement.” In
      the event that any such Assignment is lost or returned unrecorded because of
      a
      defect therein, the Seller shall promptly prepare or cause to be prepared a
      substitute Assignment or cure or cause to be cured such defect, as the case
      may
      be, and thereafter cause each such Assignment to be duly recorded.

    
       

      
        
          
          

        

        
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    Notwithstanding
      the foregoing, however, for administrative convenience and facilitation of
      servicing and to reduce closing costs, the Assignments shall not be required
      to
      be submitted for recording (except with respect to any Mortgage Loan located
      in
      Maryland) unless the Trustee or the Purchaser receives notice that such failure
      to record would result in a withdrawal or a downgrading by any Rating Agency
      of
      the rating on any Class of Certificates; provided,
      however,
      the
      Seller shall submit or cause to be submitted each Assignment for recording
      in
      the manner described above, at the expense of the Responsible Party and at
      no
      expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i)
      reasonable direction by Holders of Certificates entitled to at least 25% of
      the
      Voting Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the
      occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer,
      (iv) the occurrence of a servicing transfer as described in Section 7.02 of
      the
      Pooling and Servicing Agreement, (v) with respect to any one Assignment, the
      occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor
      under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more
      delinquent. Upon receipt of written notice that recording of the Assignments
      is
      required pursuant to one or more of the conditions set forth in the preceding
      sentence, the Seller shall be required to deliver such Assignments or shall
      cause such Assignments to be delivered within 30 days following receipt of
      such
      notice.

    


    Each
      original document relating to a Mortgage Loan which is not delivered to the
      Purchaser or its assignee, transferee or designee, if held by the Seller, shall
      be so held for the benefit of the Purchaser, its assignee, transferee or
      designee.

    


    (c) Acceptance
      of Mortgage Loans.
      The
      documents delivered pursuant to Section 4(b) hereof shall be reviewed by the
      Purchaser or any assignee, transferee or designee of the Purchaser at any time
      before or after the Closing Date (and with respect to each document permitted
      to
      be delivered after the Closing Date, within seven days of its delivery) to
      ascertain that all required documents have been executed and received and that
      such documents relate to the Mortgage Loans identified on the Mortgage Loan
      Schedule.

    


    (d) Transfer
      of Interest in Agreements.
      The
      Purchaser has the right to assign its interest under this Agreement, in whole
      or
      in part, to the Trustee, as may be required to effect the purposes of the
      Pooling and Servicing Agreement, without the consent of the Seller or the
      Responsible Party, and the assignee shall succeed to the rights and obligations
      hereunder of the Purchaser. Any expense reasonably incurred by or on behalf
      of
      the Purchaser or the Trustee in connection with enforcing any obligations of
      the
      Seller or the Responsible Party under this Agreement will be promptly reimbursed
      by the Seller or the Responsible Party, as applicable.

    


    (e) Examination
      of Mortgage Files.
      Prior
      to the Closing Date, the Seller shall either (i) deliver in escrow to the
      Purchaser, or to any assignee, transferee or designee of the Purchaser for
      examination, the Mortgage File pertaining to each Mortgage Loan or (ii) make
      such Mortgage Files available to the Purchaser or to any assignee, transferee
      or
      designee of the Purchaser for examination. Such examination may be made by
      the
      Purchaser or the Trustee, and their respective designees, upon reasonable notice
      to the Seller during normal business hours before the Closing Date and within
      60
      days after the Closing Date. If any such person makes such examination prior
      to
      the Closing Date and identifies any Mortgage Loans that do not conform to the
      requirements of the Purchaser as described in this Agreement, such Mortgage
      Loans shall be deleted from the Closing Schedule. The Purchaser may, at its
      option and without notice to the Seller, purchase all or part of the Mortgage
      Loans without conducting any partial or complete examination. The fact that
      the
      Purchaser or any person has conducted or has failed to conduct any partial
      or
      complete examination of the Mortgage Files shall not affect the rights of the
      Purchaser or any assignee, transferee or designee of the Purchaser to demand
      repurchase or other relief as provided herein or under the Pooling and Servicing
      Agreement.

    
       

      
        
          
          

        

        
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    SECTION
      5 Representations,
      Warranties and Covenants of the Responsible Party
      and the Seller.

    


    (a) The
      Responsible Party hereby represents and warrants to the Seller and the
      Purchaser, as of the date hereof and as of the Closing Date, and covenants,
      that:

    


    (i) The
      Responsible Party is duly organized, validly existing and in good standing
      under
      the laws of the state of California and is and will remain in compliance with
      the laws of each state in which any Mortgaged Property is located to the extent
      necessary to ensure the enforceability of each Mortgage Loan;

    


    (ii) The
      Responsible Party has the full power and authority to execute, deliver and
      perform, and to enter into and consummate, all transactions contemplated by
      this
      Agreement. The Responsible Party has duly authorized the execution, delivery
      and
      performance of this Agreement, has duly executed and delivered this Agreement,
      and this Agreement, assuming due authorization, execution and delivery by the
      Seller and the Purchaser, constitutes a legal, valid and binding obligation
      of
      the Responsible Party, enforceable against it in accordance with its terms
      except as the enforceability thereof may be limited by bankruptcy, insolvency
      or
      reorganization;

    


    (iii) The
      execution and delivery of this Agreement by the Responsible Party and the
      performance of and compliance with the terms of this Agreement which are
      applicable to the Responsible Party will not violate the Responsible Party’s
      limited partnership agreement or constitute a default under or result in a
      breach or acceleration of, any material contract, agreement or other instrument
      to which the Responsible Party is a party or which may be applicable to the
      Responsible Party or its assets;

    


    (iv) The
      Responsible Party is not in violation of, and the execution and delivery of
      this
      Agreement by the Responsible Party and its performance and compliance with
      the
      terms of this Agreement will not constitute a violation with respect to, any
      order or decree of any court or any order or regulation of any federal, state,
      municipal or governmental agency having jurisdiction over the Responsible Party
      or its assets, which violation might have consequences that would materially
      and
      adversely affect the condition (financial or otherwise) or the operation of
      the
      Responsible Party or its assets or might have consequences that would materially
      and adversely affect the enforceability of the Mortgage Loans or this Agreement
      or the performance of its obligations and duties hereunder;

    
       

      
        
          
          

        

        
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    (v) The
      Responsible Party does not believe, nor does it have any reason or cause to
      believe, that it cannot perform each and every covenant of the Responsible
      Party
      contained in this Agreement;

    


    (vi) There
      are
      no actions or proceedings against, or investigations of, the Responsible Party
      before any court, administrative or other tribunal (A) that might prohibit
      its
      entering into this Agreement, (B) seeking to prevent the consummation of the
      transactions contemplated by this Agreement or (C) that might prohibit or
      materially and adversely affect the performance by the Responsible Party of
      its
      obligations under, or the validity or enforceability of, this
      Agreement

    


    (vii) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Responsible
      Party of, or compliance by the Responsible Party with, this Agreement or the
      consummation of the transactions contemplated by this Agreement, except for
      such
      consents, approvals, authorizations or orders, if any, that have been obtained
      prior to the Closing Date;

    


    (viii) The
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Responsible Party; and

    


    (ix) Neither
      this Agreement nor any written statement, report or other document prepared
      and
      furnished by the Responsible Party pursuant to this Agreement or in connection
      with the transactions contemplated hereby contains any untrue statement of
      material fact or omits to state a material fact necessary to make the statements
      contained herein or therein not misleading.

    


    (b) The
      Seller hereby represents and warrants to the Responsible Party and the
      Purchaser, as of the date hereof and as of the Closing Date, and covenants,
      that:

    


    (i) The
      Seller is duly organized, validly existing and in good standing as a limited
      partnership under the laws of the State of Delaware with full limited
      partnership power and authority to conduct its business as presently conducted
      by it to the extent material to the consummation of the transactions
      contemplated herein. The Seller has the full limited partnership power and
      authority to own the Mortgage Loans and to transfer and convey the Mortgage
      Loans to the Purchaser and has the full limited partnership power and authority
      to execute and deliver, engage in the transactions contemplated by, and perform
      and observe the terms and conditions of this Agreement.

    


    (ii) The
      Seller has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming due authorization, execution and delivery by the Responsible Party
      and
      the Purchaser, constitutes a legal, valid and binding obligation of the Seller,
      enforceable against it in accordance with its terms except as the enforceability
      thereof may be limited by bankruptcy, insolvency or reorganization.

    


    (iii) The
      execution, delivery and performance of this Agreement by the Seller (x) does
      not
      conflict and will not conflict with, does not breach and will not result in
      a
      breach of and does not constitute and will not constitute a default (or an
      event, which with notice or lapse of time or both, would constitute a default)
      under (A) any terms or provisions of the certificate of formation or limited
      partnership agreement of the Seller, (B) any term or provision of any material
      agreement, contract, instrument or indenture, to which the Seller is a party
      or
      by which the Seller or any of its property is bound or (C) any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or any of its
      property and (y) does not create or impose and will not result in the creation
      or imposition of any lien, charge or encumbrance which would have a material
      adverse effect upon the Mortgage Loans or any documents or instruments
      evidencing or securing the Mortgage Loans.

    
       

      
        
          
          

        

        
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    (iv) No
      consent, approval, authorization or order of, registration or filing with,
      or
      notice on behalf of the Seller to any governmental authority or court is
      required, under federal laws or the laws of the State of Delaware, for the
      execution, delivery and performance by the Seller of, or compliance by the
      Seller with, this Agreement or the consummation by the Seller of any other
      transaction contemplated hereby; provided, however, that the Seller makes no
      representation or warranty regarding federal or state securities laws in
      connection with the sale or distribution of the Certificates.

    


    (v) This
      Agreement does not contain any untrue statement of material fact or omit to
      state a material fact necessary to make the statements contained herein not
      misleading. The written statements, reports and other documents furnished by
      the
      Seller pursuant to this Agreement or in connection with the transactions
      contemplated hereby taken in the aggregate do not contain any untrue statement
      of material fact or omit to state a material fact necessary to make the
      statements contained therein not misleading.

    


    (vi) The
      Seller is not in violation of, and the execution and delivery of this Agreement
      by the Seller and its performance and compliance with the terms of this
      Agreement will not constitute a violation with respect to, any order or decree
      of any court or any order or regulation of any federal, state, municipal or
      governmental agency having jurisdiction over the Seller or its assets, which
      violation might have consequences that would materially and adversely affect
      the
      condition (financial or otherwise) or the operation of the Seller or its assets
      or might have consequences that would materially and adversely affect the
      performance of its obligations and duties hereunder.

    


    (vii) The
      Seller does not believe, nor does it have any reason or cause to believe, that
      it cannot perform each and every covenant contained in this
      Agreement.

    


    (viii) Immediately
      prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
      the Seller will be the owner of the related Mortgage and the indebtedness
      evidenced by the related Mortgage Note, and, upon the payment to the Seller
      of
      the Aggregate Purchase Price, in the event that the Seller retains or has
      retained record title, the Seller shall retain such record title to each
      Mortgage, each related Mortgage Note and the related Mortgage Files with respect
      thereto in trust for the Purchaser as the owner thereof from and after the
      date
      hereof.

    
       

      
        
          
          

        

        
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    (ix) There
      are
      no actions or proceedings against, or investigations known to it of, the Seller
      before any court, administrative or other tribunal (A) that might prohibit
      its
      entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
      Loans by the Seller or the consummation of the transactions contemplated by
      this
      Agreement or (C) that might prohibit or materially and adversely affect the
      performance by the Seller of its obligations under, or validity or
      enforceability of, this Agreement.

    


    (x) The
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Seller, and the transfer, assignment and
      conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject
      to the bulk transfer or any similar statutory provisions.

    


    (xi) The
      Seller has not dealt with any broker, investment banker, agent or other person,
      except for the Purchaser or any of its affiliates, that may be entitled to
      any
      commission or compensation in connection with the sale of the Mortgage
      Loans.

    


    (xii) There
      is
      no litigation currently pending or, to the best of the Seller’s knowledge
      without independent investigation, threatened against the Seller that would
      reasonably be expected to adversely affect the transfer of the Mortgage Loans,
      the issuance of the Certificates or the execution, delivery, performance or
      enforceability of this Agreement, or that would result in a material adverse
      change in the financial condition of the Seller.

    


    (xiii) The
      Seller is solvent and will not be rendered insolvent by the consummation of
      the
      transactions contemplated hereby. The Seller is not transferring any Mortgage
      loan with any intent to hinder, delay or defraud any of its
      creditors.

    


    (xiv) The
      Seller makes each of the additional representations and warranties set forth
      on
      Schedule I hereto.

    


    SECTION
      6 Representations
      and Warranties of the Responsible Party Relating to the Mortgage
      Loans.

    


    The
      Responsible Party hereby represents and warrants to the Seller and the Purchaser
      that as to each Mortgage Loan as of the Closing Date or as of such other date
      as
      specified herein:

    


    (1) The
      information set forth in the Mortgage Loan Schedule, the historical delinquency
      information provided in conformity with Item 1100(b) of Regulation AB and the
      Prepayment Charge Schedule with respect to the Mortgage Loans is complete,
      true
      and correct as of the Cut-off Date;

    


    (2) Each
      document or instrument in the related Mortgage File is in a form generally
      acceptable to prudent mortgage lenders that regularly originate or purchase
      mortgage loans comparable to the Mortgage Loans for sale to prudent investors
      in
      the secondary market that invest in mortgage loans such as the Mortgage
      Loans;

    
       

      
        
          
          

        

        
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    (3) All
      payments required to be made up to the close of business on the Business Day
      prior to the Cut-off Date for each Mortgage Loan under the terms of the Mortgage
      Note have been made. Except for payments in the nature of Escrow Payments,
      including without limitation, taxes and insurance payments, the Originator
      has
      not advanced funds, or induced, solicited or knowingly received any advance
      of
      funds from a party other than the owner of the related Mortgaged Property,
      directly or indirectly, for the payment of any amount required by the Mortgage
      Note or Mortgage, except for interest accruing from the date of the Mortgage
      Note or the date of disbursement of the Mortgage proceeds, whichever is greater,
      to the day which precedes by one month the Due Date of the first installment
      of
      principal and interest. No payment under the Mortgage Loan is more than sixty
      (60) days past due, nor has any payment under the Mortgage Loan been more than
      sixty (60) days past due at any time since origination. The first Monthly
      Payment was or shall be made with respect to the Mortgage Loan on its Due Date
      or within the grace period, all in accordance with the terms of the related
      Mortgage Note;

    


    (4) There
      are
      no delinquent taxes, ground rents, water and municipal charges, sewer rents,
      assessments, primary insurance policy premiums, fire and hazard insurance
      premiums, leasehold payments, including assessments payable in future
      installments or other outstanding charges affecting the related Mortgaged
      Property;

    


    (5) The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments, recorded, or in the
      process of being recorded, in the applicable public recording office if
      necessary to maintain the lien priority of the Mortgage, and which have been
      delivered or will be delivered to the Custodian on behalf of the Purchaser;
      the
      substance of any such waiver, alteration or modification has been approved
      by
      the insurer under any primary insurance policy or lender-paid primary insurance
      policy, if any, and the title insurer, to the extent required by the related
      policy, and is reflected on the Mortgage Loan Schedule. No instrument of waiver,
      alteration or modification has been executed, and no Mortgagor has been
      released, in whole or in part, except in connection with an assumption agreement
      approved by the insurer under the primary insurance policy or lender-paid
      primary insurance policy, if any, and the title insurer, to the extent required
      by the policy, and which assumption agreement has been delivered to the
      Purchaser and the terms of which are reflected in the Mortgage Loan
      Schedule;

    


    (6) The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including, without limitation, the defense
      of
      usury, nor will the operation of any of the terms of the Mortgage Note and/or
      the Mortgage, or the exercise of any right thereunder, render the Mortgage
      Note
      or the Mortgage unenforceable, in whole or in part, or subject to any right
      of
      rescission, set-off, counterclaim or defense, including the defense of usury
      and
      no such right of rescission, set-off, counterclaim or defense has been asserted
      with respect thereto and no Mortgagor was a debtor in any state or federal
      bankruptcy or insolvency proceeding at the time the Mortgage Loan was
      originated;

    


    (7) All
      buildings or other improvements upon the Mortgaged Property are insured by
      an
      insurer acceptable to Fannie Mae and Freddie Mac against loss by fire, hazards
      of extended coverage and such other hazards as are customary in the area where
      the Mortgaged Property is located, pursuant to insurance policies conforming
      to
      the requirements of the Pooling and Servicing Agreement. All such insurance
      policies contain a standard mortgagee clause naming New Century Mortgage
      Corporation, its successors and assigns as mortgagee and all premiums thereon
      have been paid. If the Mortgaged Property is in an area identified on a flood
      hazard map or flood insurance rate map issued by the Federal Emergency
      Management Agency as having special flood hazards (and such flood insurance
      has
      been made available), a flood insurance policy meeting the requirements of
      the
      current guidelines of the Federal Insurance Administration with a generally
      acceptable insurance carrier, in the amount described in the Pooling and
      Servicing Agreement (and to the extent required in the Pooling and Servicing
      Agreement) is in effect, which policy conforms to the requirements of Fannie
      Mae
      and Freddie Mac. The Mortgage obligates the Mortgagor thereunder to obtain
      and
      maintain all such insurance at the Mortgagor’s cost and expense, and on the
      Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain
      and maintain such insurance at Mortgagor’s cost and expense and to seek
      reimbursement therefor from the Mortgagor. The hazard insurance policy is the
      valid and binding obligation of the insurer, is in full force and effect, and
      will be in full force and effect and inure to the benefit of the Servicer upon
      the consummation of the transactions contemplated by this Agreement. The
      Originator has not engaged in, and has no knowledge of the Mortgagor’s having
      engaged in, any act or omission which would impair the coverage of any such
      policy, the benefits of the endorsement provided for herein, or the validity
      and
      binding effect of either, including, without limitation, no unlawful fee,
      commission, kickback or other unlawful compensation or value of any kind has
      been or will be received, retained or realized by any attorney, firm or other
      person or entity, and no such unlawful items have been received, retained or
      realized by the Originator;

    
       

      
        
          
          

        

        
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    (8) Any
      and
      all requirements of any federal, state or local law including, without
      limitation, all applicable predatory and abusive lending laws, usury, truth
      in
      lending, real estate settlement procedures, consumer credit protection, equal
      credit opportunity, fair housing or disclosure laws applicable to the
      origination and servicing of mortgage loans of a type similar to the Mortgage
      Loans have been complied with and the consummation of the transactions
      contemplated hereby will not involve the violation of any such laws or
      regulations, and the Originator shall maintain in its possession, available
      for
      the Purchaser’s inspection, and shall deliver to the Purchaser upon demand,
      evidence of compliance with all such requirements;

    


    (9) The
      Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole
      or in part, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part, nor has any instrument been executed that
      would effect any such satisfaction, cancellation, subordination, rescission
      or
      release. Neither the Originator nor the Servicer has waived the performance
      by
      the Mortgagor of any action, if the Mortgagor’s failure to perform such action
      would cause the Mortgage Loan to be in default, nor has the Originator or the
      Servicer waived any default resulting from any action or inaction by the
      Mortgagor;

    


    (10) The
      related Mortgage is properly recorded and is a valid, existing and enforceable
      (A) first lien and first priority security interest with respect to each
      Mortgage Loan which is indicated by to be a first lien (as reflected on the
      Mortgage Loan Schedule), or (B) second lien and second priority security
      interest with respect to each Mortgage Loan which is indicated by the Servicer
      to be a second lien Mortgage Loan ( as reflected on the Mortgage Loan Schedule),
      in either case, on the Mortgaged Property, including all buildings and
      improvements on the Mortgaged Property and all installations and mechanical,
      electrical, plumbing, heating and air conditioning systems located in or annexed
      to such buildings, and all additions, alterations and replacements made at
      any
      time with respect to the foregoing. The lien of the Mortgage is subject only
      to
      (a) the lien of current real property taxes and assessments not yet due and
      payable, (b) covenants, conditions and restrictions, rights of way, easements
      and other matters of the public record as of the date of recording being
      acceptable to prudent mortgage lending institutions generally and specifically
      referred to in the lender’s title insurance policy delivered to the Responsible
      Party by the Originator and which do not adversely affect the Value of the
      Mortgaged Property, (c) other matters to which like properties are commonly
      subject which do not materially interfere with the benefits of the security
      intended to be provided by the Mortgage or the use, enjoyment, value or
      marketability of the related Mortgaged Property and (d) a first lien on the
      Mortgaged Property with respect to each Mortgage Loan which is indicated by
      the
      Servicer to be a first lien (as reflected on the Mortgage Loan Schedule) or
      a
      second lien on the Mortgaged Property with respect to each Mortgage Loan which
      is indicated by the Servicer to be a second lien (as reflected on the Mortgage
      Loan Schedule). Any security agreement, chattel mortgage or equivalent document
      related to and delivered in connection with the Mortgage Loan establishes and
      creates a valid, existing and enforceable (A) first lien and first priority
      security interest with respect to each Mortgage Loan which is indicated to
      be a
      first lien (as reflected on the Mortgage Loan Schedule), or (B) second lien
      and
      second priority security interest with respect to each Mortgage Loan which
      is
      indicated by the Servicer to be a second lien Mortgage Loan (as reflected on
      the
      Mortgage Loan Schedule), in either case, on the property described therein
      and
      the Responsible Party had full right to sell and assign the same to the Seller.
      The Mortgaged Property was not, as of the date of origination of the Mortgage
      Loan, subject to a mortgage, deed of trust, deed to secure debt or other
      security instrument creating a lien subordinate to the lien of the
      Mortgage;

    
       

      
        
          
          

        

        
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    (11) The
      Mortgage Note and the related Mortgage are genuine and each is the legal, valid
      and binding obligation of the Mortgagor and enforceable by the Purchaser against
      such Mortgagor in accordance with its terms, except only as such enforcement
      may
      be limited by bankruptcy, insolvency, reorganization, moratorium or other
      similar laws affecting the enforcement of creditors’ rights generally and by
      law;

    


    (12) All
      parties to the Mortgage Note, the Mortgage and any other related agreement
      had
      legal capacity to enter into the Mortgage Loan, to execute and deliver the
      Mortgage Note, the Mortgage and any other related agreement and to pledge,
      grant
      or convey the interest therein purported to be conveyed, and the Mortgage Note,
      the Mortgage and any other related agreement have been duly and properly
      executed by such parties. The Mortgagor is a natural person;

    


    (13) The
      proceeds of the Mortgage Loan have been fully disbursed to or for the account
      of
      the Mortgagor and there is no obligation for the Mortgagee to advance additional
      funds thereunder and any and all requirements as to completion of any on-site
      or
      off-site improvement and as to disbursements of any escrow funds therefor have
      been complied with. All costs, fees and expenses incurred in making or closing
      the Mortgage Loan and the recording of the Mortgage have been paid, and the
      Mortgagor is not entitled to any refund of any amounts paid or due to the
      Mortgagee pursuant to the Mortgage Note or Mortgage;

    


    (14) No
      proceeds from any Mortgage Loan were used to purchase single-premium credit
      insurance policies;

    
       

      
        
          
          

        

        
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    (15) All
      parties which have had any interest in the Mortgage Loan, whether as originator,
      mortgagee, assignee, pledgee or otherwise, are (or, during the period in which
      they held and disposed of such interest, were): (A) organized under the laws
      of
      such state, or (B) qualified to do business in such state, or (C) federal
      savings and loan associations or national banks having principal offices in
      such
      state, or (D) not doing business in such state so as to require qualification
      or
      licensing, or (E) not otherwise required to be licensed in such state. All
      parties which have had any interest in the Mortgage Loan were in compliance
      with
      any and all applicable “doing business” and licensing requirements of the laws
      of the state wherein the Mortgaged Property is located or were not required
      to
      be licensed in such state;

    


    (16) On
      the
      date of its origination and on the Closing Date, the Mortgage Loan was and
      is
      covered by an American Land Title Association (“ALTA”) lender’s title insurance
      policy (which, in the case of an Adjustable-Rate Mortgage Loan has an adjustable
      rate mortgage endorsement in the form of ALTA 6.0 or 6.1) acceptable to Fannie
      Mae and Freddie Mac, issued by a title insurer acceptable to Fannie Mae and
      Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged
      Property is located, insuring (subject to the exceptions contained above in
      Section (10)(a),(b) and (d)) the Servicer, its successors and assigns as to
      the
      first priority lien or second priority lien, as the case may be, of the Mortgage
      in the original principal amount of the Mortgage Loan and, with respect to
      any
      Adjustable-Rate Mortgage Loan, against any loss by reason of the invalidity
      or
      unenforceability of the lien resulting from the provisions of the Mortgage
      providing for adjustment in the Mortgage Rate and Monthly Payment. Additionally,
      such lender’s title insurance policy affirmatively insures ingress and egress to
      and from the Mortgaged Property, and against encroachments by or upon the
      Mortgaged Property or any interest therein. The Servicer is the sole insured
      of
      such lender’s title insurance policy, and such lender’s title insurance policy
      is valid and remains in full force and effect and will be in full force and
      effect upon the consummation of the transactions contemplated by this Agreement.
      No claims have been made under such lender’s title insurance policy, and no
      prior holder of the related Mortgage, including the Originator, has done, by
      act
      or omission, anything which would impair the coverage of such lender’s title
      insurance policy including, without limitation, no unlawful fee, commission,
      kickback or other unlawful compensation or value of any kind has been or will
      be
      received, retained or realized by any attorney, firm or other person or entity,
      and no such unlawful items have been received, retained or realized by the
      Originator;

    


    (17) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the Mortgage Note and no event which, with the passage of time
      or
      with notice and the expiration of any grace or cure period, would constitute
      a
      default, breach, violation or event of acceleration, and neither the Originator
      nor the Servicer nor any other entity involved in originating or servicing
      a
      Mortgage Loan has waived any default, breach, violation or event of acceleration
      or received a written notice of default of any senior mortgage related to the
      Mortgage Property which has not been cured. With respect to each Mortgage Loan
      which is indicated by the Servicer to be a second lien Mortgage Loan (as
      reflected on the Mortgage Loan Schedule) (i) the first lien is in full force
      and
      effect, (ii) there is no default, breach, violation or event of acceleration
      existing under such first lien mortgage or the related mortgage note, (iii)
      no
      event which, with the passage of time or with notice and the expiration of
      any
      grace or cure period, would constitute a default, breach, violation or event
      of
      acceleration thereunder, and either (A) the first lien mortgage contains a
      provision which allows or (B) applicable law requires, the mortgagee under
      the
      second lien Mortgage Loan to receive notice of any default and affords such
      mortgagee an opportunity to cure any default by payment in full or otherwise
      under the first lien mortgage;

    
       

      
        
          
          

        

        
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    (18) There
      are
      no mechanics’ or similar liens or claims which have been filed for work, labor
      or material (and no rights are outstanding that under law could give rise to
      such lien) affecting the related Mortgaged Property which are or may be liens
      prior to, or equal or coordinate with, the lien of the related
      Mortgage;

    


    (19) As
      of the
      date of origination of the Mortgage Loan, all improvements which were considered
      in determining the Value of the related Mortgaged Property lay wholly within
      the
      boundaries and building restriction lines of the Mortgaged Property, and no
      improvements on adjoining properties encroach upon the Mortgaged
      Property;

    


    (20) The
      Mortgage Loan was originated by New Century Mortgage Corporation or by a savings
      and loan association, a savings bank, a commercial bank or similar banking
      institution which is supervised and examined by a federal or state authority,
      or
      by a mortgagee approved as such by the Secretary of HUD. The documents,
      instruments and agreements submitted for loan underwriting were not falsified
      and contain no untrue statement of material fact or omit to state a material
      fact required to be stated therein or necessary to make the information and
      statements therein not misleading;

    


    (21) Principal
      payments on the Mortgage Loan commenced no more than sixty days after the
      proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
      at the Mortgage Rate. With respect to each Mortgage Loan, the Mortgage Note
      is
      payable on the first day of each month in Monthly Payments, which, in the case
      of a Fixed Rate Mortgage Loans, are sufficient to fully amortize the original
      principal balance over the original term thereof, of not more than 30 years,
      and
      to pay interest at the related Mortgage Rate, and, in the case of an Adjustable
      Rate Mortgage Loan, are changed on each Adjustment Date, and in any case, are
      sufficient to fully amortize the original principal balance over the original
      term thereof and to pay interest at the related Mortgage Rate. The Index for
      each Adjustable-Rate Mortgage Loan is as defined in the Mortgage Loan Schedule.
      The Mortgage Note does not permit negative amortization. No Mortgage Loan is
      a
      convertible Mortgage Loan;

    


    (22) The
      origination practices used by the Originator and collection practices used
      by
      the Servicer with respect to each Mortgage Note and Mortgage have been in all
      respects legal, proper, prudent and customary in the mortgage origination and
      servicing industry. The Mortgage Loan has been serviced by the Servicer and
      any
      predecessor servicer in accordance with the terms of the Mortgage Note. With
      respect to escrow deposits and Escrow Payments (other than with respect to
      each
      Mortgage Loan which is indicated by the Servicer to be a second lien Mortgage
      Loan and of which the mortgagee under the first lien is collecting Escrow
      Payments (as reflected on the Mortgage Loan Schedule)), if any, all such
      payments are in the possession of, or under the control of, the Servicer and
      there exist no deficiencies in connection therewith for which customary
      arrangements for repayment thereof have not been made. An escrow of funds is
      not
      prohibited by applicable law with respect to any Mortgage Loan for which such
      escrow of funds has been established. All Mortgage Rate adjustments have been
      made in strict compliance with state and federal law and the terms of the
      related Mortgage Note. If, pursuant to the terms of the Mortgage Note, another
      index was selected for determining the Mortgage Rate, the same index was used
      with respect to each Mortgage Note which required a new index to be selected,
      and such selection did not conflict with the terms of the related Mortgage
      Note.
      The Originator or an Affiliate executed and delivered any and all notices
      required under applicable law and the terms of the related Mortgage Note and
      Mortgage regarding the Mortgage Rate and the monthly payment adjustments. Any
      interest required to be paid pursuant to state, federal and local law has been
      properly paid and credited. No escrow deposits or Escrow Payments or other
      charges or payments due the Servicer have been capitalized under any Mortgage
      or
      the related Mortgage Note and no such escrow deposits or Escrow Payments are
      being held by the Servicer for any work on a Mortgaged Property which has not
      been completed;

    
       

      
        
          
          

        

        
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    (23) The
      Mortgaged Property is undamaged by waste, earthquake or earth movement,
      windstorm, flood, tornado or other casualty, so as to affect adversely the
      value
      of the Mortgaged Property as security for the Mortgage Loan or the use for
      which
      the premises were intended and there is no proceeding pending or threatened
      for
      the total or partial condemnation thereof nor is such a proceeding currently
      occurring;

    


    (24) The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including, (a) in the case of a Mortgage designated as a
      deed
      of trust, by trustee’s sale, and (b) otherwise by judicial or non-judicial
      foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure
      on,
      or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures,
      the holder of the Mortgage Loan will be able to deliver good and merchantable
      title to the Mortgaged Property. The Mortgaged Property has not been subject
      to
      any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not
      filed for protection under applicable bankruptcy laws. There is no homestead
      or
      other exemption available to the Mortgagor which would materially interfere
      with
      the right to sell the Mortgaged Property at a trustee’s sale or the right to
      foreclose the Mortgage subject to applicable federal and state laws and judicial
      precedent with respect to bankruptcy and rights of redemption. The Mortgagor
      has
      not notified the Originator or the Servicer and neither the Originator nor
      the
      Servicer has any knowledge of any relief requested or allowed to the Mortgagor
      under the Servicemembers Civil Relief Act;

    


    (25) The
      Mortgage Loan was underwritten in accordance with the underwriting guidelines
      of
      New Century Mortgage Corporation in effect at the time the Mortgage Loan was
      originated; and the Mortgage Note and Mortgage are on forms acceptable to
      prudent mortgage lending institutions in the secondary market;

    


    (26) The
      Mortgage Note is not and has not been secured by any collateral except the
      lien
      of the corresponding Mortgage on the Mortgaged Property and the security
      interest of any applicable security interest or chattel mortgage referred to
      in
      (10) above;

    


    (27) The
      Mortgage Note is comprised of one original promissory note and each such
      promissory note constitutes an “instrument” for purposes of Section 102(a)(47)
      of the Uniform Commercial Code;

    
       

      
        
          
          

        

        
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    (28) The
      Mortgage File contains an appraisal of the related Mortgaged Property which
      (A)
      satisfied the standards of Fannie Mae and Freddie Mac, (B) was conducted
      generally in accordance with the New Century Mortgage Corporation’s underwriting
      guidelines and included an assessment of the fair market value of the related
      Mortgaged Property at the time of such appraisal, and (C) was made and signed,
      prior to the approval of the Mortgage Loan application, by a qualified
      appraiser, duly appointed by the Originator or the Servicer, who had no
      interest, direct or indirect in the Mortgaged Property or in any loan made
      on
      the security thereof, whose compensation is not affected by the approval or
      disapproval of the Mortgage Loan and who met the minimum qualifications of
      Fannie Mae and Freddie Mac. Each appraisal of the Mortgage Loan was made in
      accordance with the relevant provisions of the Financial Institutions Reform,
      Recovery, and Enforcement Act of 1989;

    


    (29) In
      the
      event the Mortgage constitutes a deed of trust, a trustee, duly qualified under
      applicable law to serve as such, has been properly designated and currently
      so
      serves and is named in the Mortgage, and no fees or expenses are or will become
      payable by the Purchaser to the trustee under the deed of trust, except in
      connection with a trustee’s sale after default by the Mortgagor;

    


    (30) No
      Mortgage Loan contains provisions pursuant to which Monthly Payments are (a)
      paid or partially paid with funds deposited in any separate account established
      by the Originator, the Servicer, the Mortgagor, or anyone on behalf of the
      Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains
      any
      other similar provisions which may constitute a “buydown” provision. The
      Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
      does not have a shared appreciation or other contingent interest
      feature;

    


    (31) The
      Mortgagor has executed a statement to the effect that the Mortgagor has received
      all disclosure materials required by and the Originator has complied with all
      applicable law with respect to the making of fixed rate mortgage loans in the
      case of Fixed Rate Mortgage Loans and adjustable rate mortgage loans in the
      case
      of Adjustable-Rate Mortgage Loans and rescission materials with respect to
      Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage
      File;

    


    (32) No
      Mortgage Loan was made in connection with (a) the construction or rehabilitation
      of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
      Mortgaged Property;

    


    (33) The
      Mortgaged Property is lawfully occupied under applicable law; all inspections,
      licenses and certificates required to be made or issued with respect to all
      occupied portions of the Mortgaged Property and, with respect to the use and
      occupancy of the same, including but not limited to certificates of occupancy
      and fire underwriting certificates, have been made or obtained from the
      appropriate authorities. No improvement located on or being part of any
      Mortgaged Property is in violation of any applicable zoning law or regulation.
      To the best of the Responsible Party’s knowledge and with respect to each
      Mortgage Loan that is covered by a primary mortgage insurance policy, the
      improvement(s) located on or being part of the related Mortgaged Property were
      constructed in accordance with the specifications set forth in the original
      construction plans;

    
       

      
        
          
          

        

        
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    (34) No
      error,
      omission, misrepresentation, negligence, fraud or similar occurrence with
      respect to the origination, modification or amendment of any Mortgage Loan
      has
      taken place on the part of any person, including without limitation the
      Mortgagor, any appraiser, any builder or developer, or any other party involved
      in the origination of the Mortgage Loan or in the application of any insurance
      in relation to such Mortgage Loan; provided, however, that the Responsible
      Party
      shall not be responsible for facts or circumstances pursuant to this subsection
      in the event that the Purchaser does not notify the Responsible Party of such
      instance within five (5) years of the Closing Date. The Originator has reviewed
      all of the documents constituting the Mortgage File and has made such inquiries
      as it deems necessary to make and confirm the accuracy of the representations
      set forth herein;

    


    (35) Each
      original Mortgage was recorded and all subsequent assignments of the original
      Mortgage (other than the assignment to the Purchaser or the Purchaser’s
      designee) have been recorded, or are in the process of being recorded, in the
      appropriate jurisdictions wherein such recordation is necessary to perfect
      the
      lien thereof as against creditors of the Originator. The Assignment of Mortgage
      is in recordable form and is acceptable for recording under the laws of the
      jurisdiction in which the Mortgaged Property is located;

    


    (36) Any
      principal advances made to the Mortgagor after the date of origination of a
      Mortgage Loan but prior to the Cut-off Date have been consolidated with the
      outstanding principal amount secured by the Mortgage, and the secured principal
      amount, as consolidated, bears a single interest rate and single repayment
      term
      reflected on the Mortgage Loan Schedule. The lien of the Mortgage securing
      the
      consolidated principal amount is expressly insured as having (A) first lien
      priority with respect to each Mortgage Loan which is indicated to be a first
      lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) or (B) second
      lien priority with respect to each Mortgage Loan which is indicated by the
      Servicer to be a second lien Mortgage Loan (as reflected on the Mortgage Loan
      Schedule), in either case, by a title insurance policy, an endorsement to the
      policy insuring the mortgagee’s consolidated interest or by other title evidence
      acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount
      does
      not exceed the original principal amount of the related Mortgage
      Loan;

    


    (37) Approximately
      45% of the Mortgage Loans are subject to a balloon payment feature;

    


    (38) Each
      Mortgaged Property consists of a fee simple interest in a single parcel of
      real
      property improved by a Residential Dwelling. If the Residential Dwelling on
      the
      Mortgaged Property is a condominium unit or a unit in a planned unit development
      (other than a de
      minimis
      planned
      unit development) such condominium or planned unit development project meets
      the
      eligibility requirements of Fannie Mae and Freddie Mac;

    


    (39) With
      respect to each Mortgage Loan secured by a manufactured home: (A) the
      manufactured home is permanently affixed to a foundation which is suitable
      for
      the soil conditions of the site; (B) all foundations, both perimeter and
      interior, have footings that are located below the frost line; (C) any wheels,
      axles and trailer hitches are removed from such manufactured home; and (D)
      the
      related Mortgage Loan is covered under a standard real estate title insurance
      policy that identifies the manufactured home as part of the real property and
      insures or indemnifies against any loss if the manufactured home is determined
      not to be part of the real property;

    
       

      
        
          
          

        

        
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    (40) Each
      Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
      50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
      originated in compliance with the provisions of Article XVI, Section 50(a)(6)
      of
      the Texas Constitution, Texas Civil Statutes and the Texas Finance Code. With
      respect to each Texas Refinance Loan that is a Cash-Out Refinancing, the related
      Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance
      Loan in whole or in part without incurring a Prepayment Charge. The Originator
      does not collect any such Prepayment Charges in connection with any such Texas
      Refinance Loan;

    


    (41) Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of
      twelve 30-day months;

    


    (42) There
      is
      no pending action or proceeding directly involving the Mortgaged Property in
      which compliance with any environmental law, rule or regulation is an issue;
      there is no violation of any environmental law, rule or regulation with respect
      to the Mortgaged Property; and nothing further remains to be done to satisfy
      in
      full all requirements of each such law, rule or regulation constituting a
      prerequisite to use and enjoyment of said property;

    


    (43) The
      Originator shall, at its own expense, cause each Mortgage Loan to be covered
      by
      a “life of loan” tax service contract which is assignable to the Purchaser or
      its designee at no cost to the Purchaser or its designee; provided, however,
      that if the Originator fails to purchase such tax service contract, the
      Originator shall be required to reimburse the Purchaser for all costs and
      expenses incurred by the Purchaser in connection with the purchase of any such
      tax service contract;

    


    (44) Each
      Mortgage Loan is covered by a “life of loan” flood zone service contract which
      is assignable to the Purchaser or its designee at no cost to the Purchaser
      or
      its designee or, for each Mortgage Loan not covered by such flood zone service
      contract, the Originator has agreed to purchase such flood zone service
      contract;

    


    (45) None
      of
      the Mortgage Loans are classified as (a) “high cost” loans under the Home
      Ownership and Equity Protection Act of 1994 or (b) “high cost,” “threshold,”
“covered” or “predatory” loans under any other applicable federal, state or
      local law (including without limitation any regulation or ordinance) (or a
      similarly classified loan using different terminology under a law imposing
      heightened regulatory scrutiny or additional legal liability for residential
      mortgage loans having high interest rates, points and/or fees);

    


    (46) The
      Responsible Party has no knowledge of any circumstances or condition with
      respect to the Mortgage, the Mortgaged Property, the Mortgagor or the
      Mortgagor’s credit standing that can reasonably be expected to cause the
      Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to
      become delinquent, adversely affect the value of the Mortgage Loan or to cause
      any Mortgage Loan to prepay during any period materially faster or slower than
      similar mortgage loans held by the Responsible Party generally secured by
      properties in the same geographic area as the related Mortgaged
      Property;

    
       

      
        
          
          

        

        
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    (47) The
      Servicer and any predecessor servicer with respect to a Mortgage Loan has fully
      furnished, in accordance with the Fair Credit Reporting Act and its implementing
      regulations, accurate and complete information (e.g., favorable and unfavorable)
      on its borrower credit files to Equifax, Experian and Trans Union Credit
      Information Company (three of the credit repositories), on a monthly
      basis;

    


    (48) Each
      first lien Mortgage Loan identified on the Mortgage Loan Schedule as subject
      to
      a primary mortgage insurance policy will be subject to a primary mortgage
      insurance policy, issued by a qualified insurer, which insures that portion
      of
      the Mortgage Loan in excess of the portion of the Value of the Mortgaged
      Property required by Fannie Mae. All provisions of such primary mortgage
      insurance policy have been and are being complied with, such policy is in full
      force and effect, and all premiums due thereunder have been paid. Any first
      lien
      Mortgage subject to any such primary mortgage insurance policy obligates the
      Mortgagor thereunder to maintain such insurance and to pay all premiums and
      charges in connection therewith. The Mortgage Rate for the Mortgage Loan does
      not include any such insurance premium;

    


    (49) The
      source of the down payment with respect to each Mortgage Loan has been fully
      verified by the Originator;

    


    (50) With
      respect to any first lien Mortgage Loan, the Loan-to-Value Ratio of such
      Mortgage Loan at origination was not more than 100% and with respect to any
      Mortgage Loan, the combined Loan-to-Value Ratio of such Mortgage Loan at
      origination was not more than 100%;

    


    (51) Each
      Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
      the Code and Treasury Regulation Section 1.860G-2(a)(1);

    


    (52) Each
      Mortgage Loan has a valid and original credit score of not less than
      500;

    


    (53) No
      Mortgage Loan had an original term to maturity of more than thirty (30) years,
      unless otherwise set forth in the Mortgage Loan Schedule;

    


    (54) No
      Mortgagor is the obligor on more than two Mortgage Notes;

    


    (55) Each
      Mortgagor has a debt-to-income ratio of less than or equal to 60%, unless
      otherwise set forth in the Mortgage Loan Schedule;

    


    (56) Each
      Mortgage contains a provision for the acceleration of the payment of the unpaid
      principal balance of the related Mortgage Loan in the event the related
      Mortgaged Property is sold without the prior consent of the mortgagee thereunder
      and to the best of the Responsible Party’s knowledge, such provision is
      enforceable;

    


    (57) With
      respect to each Mortgage Loan which is a second lien, (i) the related first
      lien
      does not provide for negative amortization and (ii) either no consent for the
      Mortgage Loan is required by the holder of the first lien or such consent has
      been obtained and is contained in the Mortgage File;

    
       

      
        
          
          

        

        
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    (58) [Reserved];

    


    (59) [Reserved];

    


    (60) No
      Mortgage Loan is a “Specifically Designated National and Blocked Person” as
      designated by the Office of Foreign Assets Control or as a person designated
      in
      Presidential Executive Order 13224 as a person who commits, threatens to commit,
      or supports terrorism;

    


    (61) Each
      Mortgage Loan that qualifies as an “alternative mortgage transaction” within the
      meaning of the Alternative Mortgage Transaction Parity Act of 1982, as amended
      (each such Mortgage Loan, a “Parity Act State Mortgage Loan”) was originated and
      is serviced in conformity with the regulations promulgated by the Office of
      Thrift Supervision pursuant to the Parity Act;

    


    (62) No
      Mortgage Loan has a prepayment penalty longer than three years after its
      origination. Any prepayment penalty is in an amount equal to or less than the
      lesser of (a) the maximum amount permitted under applicable state law, and
      (b)
      if the Mortgaged Property is secured by residential real property located in
      a
      state other than Arizona, Maine, Massachusetts, New York, South Carolina or
      Wisconsin, six months interest on the related prepaid amount;

    


    (63) The
      Mortgage Loan documents with respect to each Mortgage Loan subject to Prepayment
      Charges specifically authorizes such Prepayment Charges to be collected and
      such
      Prepayment Charges are permissible and enforceable in accordance with the terms
      of the related Mortgage Loan documents and applicable law (except to the extent
      that the enforceability thereof may be limited by bankruptcy, insolvency,
      moratorium, receivership and other similar laws relating to creditors’ rights
      generally or the collectability thereof may be limited due to acceleration
      in
      connection with a foreclosure);

    


    (64) Any
      Parity Act State Mortgage Loan originated before July 1, 2003 (i) secured by
      a
      Mortgaged Property located in the State of Maine, New York or South Carolina
      or
      the Commonwealth of Massachusetts, (ii) with an original principal balance
      of
      less than $10,000 and secured by a Mortgaged Property located in the State
      of
      Arizona or (iii) with an original principal balance of $150,000 or less and
      secured by a first lien on a Mortgaged Property located in the State of North
      Carolina, complies with all applicable state laws, rules and regulations
      regarding prepayment charges;

    


    (65) The
      representations and warranties in this Section 6 are applicable to such second
      lien Mortgage Loans to the extent that the New Century Mortgage Corporation’s
      underwriting guidelines and/or procedures related to such representations and
      warranties;

    


    (66) All
      Parity Act State Mortgage Loans originated on or after July 1, 2003 comply
      with
      all applicable state laws, rules and regulations regarding prepayment charges
      set forth in the Mortgage Loan documents are enforceable under applicable state
      laws and regulations;

    


    (67) The
      Mortgaged Property is located in the state identified in the Mortgage Loan
      Schedule and consists of a single parcel of real property with a detached single
      family residence erected thereon, or a two- to four-family dwelling, or an
      individual condominium unit in a low rise condominium project, or an individual
      unit in a planned unit development or a de
      minimis
      planned
      unit development which is in each case four stories or less; provided, however,
      that any condominium unit, planned unit development, mobile home (double wide
      only) or manufactured dwelling shall conform with the applicable Fannie Mae
      and
      Freddie Mac requirements regarding such dwellings and that no Mortgage Loan
      is
      secured by a single parcel of real property with a cooperative housing
      corporation, a log home or, except as specified on the Mortgage Loan Schedule,
      a
      mobile home erected thereon or by a mixed use property, a property in excess
      of
      10 acres or other unique property types. As of the date of origination, no
      portion of the Mortgaged Property was used for commercial purposes, and since
      the date of origination, no portion of the Mortgaged Property has been used
      for
      commercial purposes; provided, that Mortgaged Properties which contain a home
      office shall not be considered as being used for commercial purposes as long
      as
      the Mortgaged Property has not been altered for commercial purposes and is
      not
      storing any chemicals or raw materials other than those commonly used for
      homeowner repair, maintenance and/or household purposes;

    
       

      
        
          
          

        

        
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    (68) With
      respect to Adjustable-Rate Mortgage Loans, the Index set forth in the Mortgage
      Note is one-month or six-month LIBOR, unless otherwise set forth in the Mortgage
      Loan Schedule;

    


    (69) With
      respect to each Adjustable-Rate Mortgage Loan, the Mortgage Loan documents
      provide that after the related first Adjustment Date, a related Mortgage Loan
      may only be assumed if the party assuming such Mortgage Loan meets certain
      credit requirements stated in the Mortgage Loan documents;

    


    (70) To
      the
      best of the Responsible Party’s knowledge, no action, inaction or event has
      occurred and no state of facts exists or has existed that has resulted or will
      result in the exclusion from, denial of, or defense to coverage under any
      insurance policy or bankruptcy bond related to the Mortgage Loans, irrespective
      of the cause of such failure of coverage. In connection with the placement
      of
      any such insurance, no commission, fee, or other compensation has been or will
      be received by the Originator or by any officer, director, or employee of the
      Originator or any designee of the Originator or any corporation in which the
      Originator or any officer, director, or employee had a financial interest at
      the
      time of placement of such insurance;

    


    (71) To
      the
      best of the Responsible Party’s knowledge, no action has been taken or failed to
      be taken, no event has occurred and no state of facts exists or has existed
      on
      or prior to the Closing Date (whether or not known to the Responsible Party
      on
      or prior to such date) which has resulted or will result in an exclusion from,
      denial of, or defense to coverage under any primary mortgage insurance
      (including, without limitation, any exclusions, denials or defenses which would
      limit or reduce the availability of the timely payment of the full amount of
      the
      loss otherwise due thereunder to the insured) whether arising out of actions,
      representations, errors, omissions, negligence, or fraud of the Originator,
      the
      related Mortgagor or any party involved in the application for such coverage,
      including the appraisal, plans and specifications and other exhibits or
      documents submitted therewith to the insurer under such insurance policy, or
      for
      any other reason under such coverage, but not including the failure of such
      insurer to pay by reason of such insurer’s breach of such insurance policy or
      such insurer’s financial inability to pay;

    
       

      
        
          
          

        

        
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    (72) With
      respect to each Mortgage, the Originator or its Affiliate has within the last
      twelve months (unless such Mortgage was originated within such twelve month
      period) analyzed the required Escrow Payments for each Mortgage and adjusted
      the
      amount of such payments so that, assuming all required payments are timely
      made,
      any deficiency will be eliminated on or before the first anniversary of such
      analysis, or any overage will be refunded to the Mortgagor, in accordance with
      RESPA and any other applicable law;

    


    (73) As
      to
      each consumer report (as defined in the Fair Credit Reporting Act, Public Law
      91-508) or other credit information furnished by the Originator to the
      Purchaser, that the Originator has full right and authority and is not precluded
      by law or contract from furnishing such information to the
      Purchaser;

    


    (74) If
      the
      Mortgage Loan is secured by a long-term residential lease, (1) the lessor under
      the lease holds a fee simple interest in the land; (2) the terms of such lease
      expressly permit the mortgaging of the leasehold estate, the assignment of
      the
      lease without the lessor’s consent and the acquisition by the holder of the
      Mortgage of the rights of the lessee upon foreclosure or assignment in lieu
      of
      foreclosure or provide the holder of the Mortgage with substantially similar
      protections; (3) the terms of such lease do not (a) allow the termination
      thereof upon the lessee’s default without the holder of the Mortgage being
      entitled to receive written notice of, and opportunity to cure, such default,
      (b) allow the termination of the lease in the event of damage or destruction
      as
      long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage
      from being insured (or receiving proceeds of insurance) under the hazard
      insurance policy or policies relating to the Mortgaged Property or (d) permit
      any increase in rent other than pre-established increases set forth in the
      lease; (4) the original term of such lease is not less than 15 years; (5) the
      term of such lease does not terminate earlier than five years after the maturity
      date of the Mortgage Note; and (6) the Mortgaged Property is located in a
      jurisdiction in which the use of leasehold estates in transferring ownership
      in
      residential properties is a generally accepted practice;

    


    (75) The
      Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or Fannie
      Mae,
      if available, and neither the Originator nor any Affiliate has made any
      representations to a Mortgagor that are inconsistent with the mortgage
      instruments used;

    


    (76) In
      connection with the origination of any Mortgage Loan, no proceeds from any
      Mortgage Loan were used to finance a single-premium credit life insurance
      policy;

    


    (77) Each
      of
      the Originator and its Affiliates has complied with all applicable anti-money
      laundering laws and regulations, including, without limitation, the USA Patriot
      Act of 2001;

    (78) No
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms
      are defined in the then current Standard & Poor’s LEVELS® Glossary which is
      now Version 5.7, Appendix E attached hereto as Exhibit 1).

    


    (79) No
      mortgage loan originated on or after October 1, 2002 through March 6, 2003
      is
      governed by the
      Georgia
      Fair Lending Act.

    
       

      
        
          
          

        

        
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    SECTION
      7 Repurchase
      Obligation for Defective Documentation and for Breach of Representation and
      Warranty.

    


    (a) The
      representations and warranties contained in Section 6 shall not be impaired
      by
      any review and examination of Mortgage Files or any failure on the part of
      the
      Seller or the Purchaser to review or examine such documents and shall inure
      to
      the benefit of any assignee, transferee or designee of the Purchaser, including
      the Trustee for the benefit of holders of the Certificates. With respect to
      the
      representations and warranties contained herein that are made to the knowledge
      or the best knowledge of the Responsible Party or as to which the Responsible
      Party has no knowledge, if it is discovered that the substance of any such
      representation and warranty is inaccurate and the inaccuracy materially and
      adversely affects the value of the related Mortgage Loan, or the interest
      therein of the Purchaser or the Purchaser’s assignee, designee or transferee,
      then notwithstanding the Responsible Party’s lack of knowledge with respect to
      the substance of such representation and warranty being inaccurate at the time
      the representation and warranty was made, such inaccuracy shall be deemed a
      breach of the applicable representation and warranty and the Responsible Party
      shall take such action described in the following paragraphs in respect of
      such
      Mortgage Loan.

    


    Upon
      discovery by the Seller, the Purchaser or any assignee, transferee or designee
      of the Purchaser of any materially defective document in, or that any material
      document was not transferred by or at the direction of the Seller (as listed
      on
      the Trustee’s Preliminary Exception Report) as part of any Mortgage File, or of
      a breach of any of the representations and warranties contained in Section
      6
      that materially and adversely affects the value of any Mortgage Loan or the
      interest therein of the Purchaser or the Purchaser’s assignee, transferee or
      designee, the party discovering such breach shall give prompt written notice
      to
      the Seller (in the case of a missing document) or the Responsible Party and
      the
      Seller (in the case of a breach of any of the representations and warranties
      contained in Section 6). Within sixty (60) days of its discovery or its receipt
      of notice of any such missing documentation that was not transferred to the
      Purchaser as described above, or of materially defective documentation, or
      of
      any such breach of a representation and warranty, the Responsible Party or
      the
      Seller (or their related designee), as applicable, promptly shall deliver such
      missing document or cure such defect or breach in all material respects or,
      in
      the event the Responsible Party or the Seller (or their related designee) cannot
      deliver such missing document or cannot cure such defect or breach, the
      Responsible Party or the Seller, as applicable, shall, within ninety (90) days
      of its discovery or receipt of notice, either (i) repurchase the affected
      Mortgage Loan at the Purchase Price or (ii) pursuant to the provisions of the
      Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from
      the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans.
      The Responsible Party or the Seller, as applicable, shall amend the Closing
      Schedule to reflect the withdrawal of such Mortgage Loan from the terms of
      this
      Agreement and the Pooling and Servicing Agreement. The Responsible Party or
      the
      Seller, as applicable, shall deliver to the Purchaser such amended Closing
      Schedule and shall deliver such other documents as are required by this
      Agreement or the Pooling and Servicing Agreement within five (5) days of any
      such amendment. Any repurchase pursuant to this Section 7(a) shall be
      accomplished by transfer to an account designated by the Purchaser of the amount
      of the Purchase Price in accordance with Section 2.03 of the Pooling and
      Servicing Agreement. Any repurchase required by this Section shall be made
      in a
      manner consistent with Section 2.03 of the Pooling and Servicing
      Agreement.

    
       

      
        
          
          

        

        
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    Notwithstanding
      the foregoing, within 90 days of the earlier of discovery by the Responsible
      Party or receipt of notice by the Responsible Party of the breach of the
      representation of the Responsible Party set forth in Section 6(63) above which
      materially and adversely affects the interests of the Holders of the Class
      P
      Certificates in any Prepayment Charge, the Responsible Party shall pay the
      amount of the scheduled Prepayment Charge, for the benefit of the Holders of
      the
      Class P Certificates by remitting such amount to the Servicer for deposit into
      the Custodial Account, net of any amount previously collected by the Servicer
      or
      paid by the Servicer, for the benefit of the Holders of the Class P Certificates
      in respect of such Prepayment Charge.

    


    (b) Notwithstanding
      the foregoing, with respect to an alleged breach of a representation and
      warranty which breach is covered by a title insurance policy, the Purchaser
      shall use reasonable efforts to enforce the provisions of any related title
      insurance policy prior to seeking a remedy against the Responsible Party or
      the
      Seller hereunder.

    


    (c) It
      is
      understood and agreed that the obligations of the Responsible Party or the
      Seller set forth in this Section 7 to cure or repurchase a defective Mortgage
      Loan constitute the sole remedies of the Purchaser against the Responsible
      Party
      or the Seller respecting a missing document or a breach of the representations
      and warranties contained in Section 6.

    


    SECTION
      8 Closing;
      Payment for the Mortgage Loans.
      The
      closing of the purchase and sale of the Mortgage Loans shall be held at the
      New
      York City office of Mayer, Brown, Rowe & Maw LLP at 10:00 a.m. New York City
      time on the Closing Date.

    


    The
      closing shall be subject to each of the following conditions:

    


    (a) All
      of
      the representations and warranties of the Seller and the Responsible Party
      under
      this Agreement shall be true and correct in all material respects as of the
      date
      as of which they are made and no event shall have occurred which, with notice
      or
      the passage of time, would constitute a default under this
      Agreement;

    


    (b) The
      Purchaser shall have received, or the attorneys of the Purchaser shall have
      received in escrow (to be released from escrow at the time of closing), all
      Closing Documents as specified in Section 9 of this Agreement, in such forms
      as
      are agreed upon and acceptable to the Purchaser, duly executed by all
      signatories other than the Purchaser as required pursuant to the respective
      terms thereof;

    


    (c) The
      Seller shall have delivered or caused to be delivered and released to the
      Purchaser or to its designee, all documents (including without limitation,
      the
      Mortgage Loans) required to be so delivered by the Purchaser pursuant to Section
      2.01 of the Pooling and Servicing Agreement; and

    


    (d) All
      other
      terms and conditions of this Agreement and the Pooling and Servicing Agreement
      shall have been complied with.

    


    Subject
      to the foregoing conditions, the Purchaser shall deliver or cause to be
      delivered to the Seller on the Closing Date, against delivery and release by
      the
      Seller to the Trustee of all documents required pursuant to the Pooling and
      Servicing Agreement, the consideration for the Mortgage Loans as specified
      in
      Section 3 of this Agreement, by delivery to the Seller of the Aggregate Purchase
      Price.

    
       

      
        
          
          

        

        
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    SECTION
      9 Closing
      Documents.
      Without
      limiting the generality of Section 8 hereof, the closing shall be subject to
      delivery of each of the following documents:

    


    (a) An
      Officer’s Certificate of the Seller, dated the Closing Date, in form
      satisfactory to and upon which the Purchaser and Bear, Stearns & Co. Inc.
      (the “Representative”) may rely, and attached thereto copies of the certificate
      of formation, limited liability company agreement and certificate of good
      standing of the Seller;

    


    (b) An
      Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory
      to and addressed to the Purchaser and the Representative;

    


    (c) An
      Officer’s Certificate of the Responsible Party, dated the Closing Date, in form
      satisfactory to and upon which the Purchaser and the Representative may rely,
      and attached thereto copies of the certificate of incorporation, by-laws and
      certificate of good standing of the Responsible Party;

    


    (d) An
      Opinion of Counsel of the Responsible Party, dated the Closing Date, in form
      satisfactory to and addressed to the Purchaser and the
      Representative;

    


    (e) Such
      opinions of counsel as the Rating Agencies or the Trustee may request in
      connection with the sale of the Mortgage Loans by the Seller to the Purchaser
      or
      the Seller’s execution and delivery of, or performance under, this
      Agreement;

    


    (f) A
      letter
      from Deloitte & Touche LLP, certified public accountants, to the effect that
      they have performed certain specified procedures as a result of which they
      determined that certain information of an accounting, financial or statistical
      nature set forth in the Purchaser’s prospectus supplement for Series 2006-NC5,
      dated December 14, 2006 (the “Prospectus Supplement”) relating to the Offered
      Certificates contained under the captions “Summary—The Mortgage Pool,” “Legal
      Proceedings,” “Risk Factors,” (to the extent of information concerning the
      Mortgage Loans contained therein) and “Description of the Mortgage Pool” agrees
      with the records of the Originator; and

    


    (g) Such
      further information, certificates, opinions and documents as the Purchaser
      or
      the Representative may reasonably request.

    


    SECTION
      10 Costs.
      The
      Seller shall pay (or shall reimburse the Purchaser or any other Person to the
      extent that the Purchaser or such other Person shall pay) all costs and expenses
      incurred in connection with the transfer and delivery of the Mortgage Loans,
      including without limitation, recording fees, fees for title policy endorsements
      and continuations and, except as set forth in Section 4(b), the fees for
      recording Assignments.

    


    The
      Seller shall pay (or shall reimburse the Purchaser or any other Person to the
      extent that the Purchaser or such other Person shall pay) the fees and expenses
      of the Seller’s accountants and attorneys, the costs and expenses incurred in
      connection with producing the Servicer’s or any Subservicer’s loan loss,
      foreclosure and delinquency experience, the costs and expenses incurred in
      connection with obtaining the documents referred to in Section 9, the costs
      and
      expenses of printing (or otherwise reproducing) and delivering this Agreement,
      the Pooling and Servicing Agreement, the Certificates, the prospectus and
      Prospectus Supplement, and any private placement memorandum relating to the
      Certificates and other related documents, the initial fees, costs and expenses
      of the Trustee, the fees and expenses of the Purchaser’s counsel in connection
      with the preparation of all documents relating to the securitization of the
      Mortgage Loans, the filing fee charged by the Securities and Exchange Commission
      for registration of the Certificates, the cost of outside special counsel that
      may be required by the Originator and the fees charged by any rating agency
      to
      rate the Certificates. All other costs and expenses in connection with the
      transactions contemplated hereunder shall be borne by the party incurring such
      expense.

    
       

      
        
          
          

        

        
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    SECTION
      11 [Reserved].

    


    SECTION
      12 Indemnification.
      The
      Responsible Party shall indemnify and hold harmless each of (i) the Purchaser,
      (ii) the Underwriters, (iii) the Person, if any, to which the Purchaser assigns
      its rights in and to a Mortgage Loan and each of their respective successors
      and
      assigns and (iv) each person, if any, who controls the Purchaser within the
      meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)
      ((i) through (iv) collectively, the “Indemnified Party”) against any and all
      losses, claims, expenses, damages or liabilities to which the Indemnified Party
      may become subject, under the 1933 Act or otherwise, insofar as such losses,
      claims, expenses, damages or liabilities (or actions in respect thereof) arise
      out of or are based upon (a) any untrue statement or alleged untrue statement
      of
      any material fact contained in the Prospectus Supplement or any private
      placement memorandum relating to the offering by the Purchaser or an affiliate
      thereof, of the Class M-10 Certificates, Class CE Certificates or the Class
      P
      Certificates, or the omission or the alleged omission to state therein the
      material fact necessary in order to make the statements therein not misleading,
      in each case to the extent, but only to the extent, that such untrue statement
      or alleged untrue statement or omission or alleged omission was made in reliance
      upon and in conformity with (i) information furnished in writing to the
      Purchaser or any of its affiliates by the Responsible Party or any of its
      affiliates specifically for use therein, which shall include, with respect
      to
      the Prospectus Supplement, the information set forth under the captions
“Summary—The Mortgage Pool,” “Legal Proceedings,” “Risk Factors” (to the extent
      of information concerning the Mortgage Loans contained therein), “Description of
      The Mortgage Pool—The Originator” and “Pooling and Servicing Agreement—The
      Servicer” and, with respect to any private placement memorandum, any information
      of a comparable nature, or (ii) the data files containing information with
      respect to the Mortgage Loans as transmitted by modem to the Purchaser by the
      Responsible Party or any of its affiliates (as such transmitted information
      may
      have been amended in writing by the Responsible Party or any of its affiliates
      with the written consent of the Purchaser subsequent to such transmission),
      (b)
      any representation, warranty or covenant made by the Responsible Party or any
      affiliate of the Responsible Party herein or in the Pooling and Servicing
      Agreement, on which the Purchaser has relied, being, or alleged to be, untrue
      or
      incorrect or (c) any updated collateral information provided by any Underwriter
      to a purchaser of the Certificates derived from the data contained in clause
      (ii) and the Remittance Report or a current collateral tape obtained from the
      Responsible Party or an affiliate of the Responsible Party, including the
      current Stated Principal Balances of the Mortgage Loans; provided, however,
      that
      to the extent that any such losses, claims, expenses, damages or liabilities
      to
      which the Indemnified Party may become subject arise out of or are based upon
      both (1) statements, omissions, representations, warranties or covenants of
      the
      Seller described in clause (a), (b) or (c) above and (2) any other factual
      basis, the Seller shall indemnify and hold harmless the Indemnified Party only
      to the extent that the losses, claims, expenses, damages, or liabilities of
      the
      person or persons asserting the claim are determined to rise from or be based
      upon matters set forth in clause (1) above and do not result from the gross
      negligence or willful misconduct of such Indemnified Party. This indemnity
      shall
      be in addition to any liability that the Seller may otherwise have.

    
       

      
        
          
          

        

        
          -25-

          
            

          

        

        
          
          



      

    

    SECTION
      13 Intent
      of the Parties, Mandatory Delivery; Grant of Security Interest.
      The
      sale of the Mortgage Loans as contemplated hereby is absolute and is intended
      by
      both the Seller and the Purchaser to constitute a sale of the such Mortgage
      Loans by the Seller to the Purchaser.
      The
      sale
      and delivery on the Closing Date of the Mortgage Loans described on the Mortgage
      Loan Schedule in accordance with the terms and conditions of this Agreement
      is
      mandatory. It is specifically understood and agreed that each Mortgage Loan
      is
      unique and identifiable on the date hereof and that an award of money damages
      would be insufficient to compensate the Purchaser for the losses and damages
      incurred by the Purchaser in the event of the Seller’s failure to deliver the
      Mortgage Loans on or before the Closing Date. The Seller hereby grants to the
      Purchaser a lien on and a continuing security interest in the Seller’s interest
      in each Mortgage Loan and each document and instrument evidencing each such
      Mortgage Loan to secure the performance by the Seller of its obligation
      hereunder, and the Seller agrees that it holds such Mortgage Loans in custody
      for the Purchaser, subject to the Purchaser’s (i) right, prior to the Closing
      Date, to reject any Mortgage Loan to the extent permitted by this Agreement,
      and
      (ii) obligation to deliver or cause to be delivered the consideration for the
      Mortgage Loans pursuant to Section 8 hereof. Any Mortgage Loans rejected by
      the
      Purchaser shall concurrently therewith be released from the security interest
      created hereby. All rights and remedies of the Purchaser under this Agreement
      are distinct from, and cumulative with, any other rights or remedies under
      this
      Agreement or afforded by law or equity and all such rights and remedies may
      be
      exercised concurrently, independently or successively.

    


    Notwithstanding
      the foregoing, if on the Closing Date, each of the conditions set forth in
      Section 8 hereof shall have been satisfied and the Purchaser shall not have
      paid
      or caused to be paid the Aggregate Purchase Price, or any such condition shall
      not have been waived or satisfied and the Purchaser determines not to pay or
      cause to be paid the Aggregate Purchase Price, the Purchaser shall immediately
      effect the re-delivery of the Mortgage Loans, if delivery to the Purchaser
      has
      occurred, and the security interest created by this Section 13 shall be deemed
      to have been released.

    


    SECTION
      14 Notices.
      All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if personally delivered to or mailed by
      registered mail, postage prepaid, or transmitted by fax and, receipt of which
      is
      confirmed by telephone, if to the Purchaser, addressed to Stanwich Asset
      Acceptance Company, L.L.C., Seven Greenwich Office Park, 599 West Putnam Avenue,
      Greenwich, Connecticut 06830 (Telecopy: (212-272-7206)), Attention: Darren
      Fulco; or such other address as may hereafter be furnished to the Responsible
      Party and the Seller in writing by the Purchaser; if to the Responsible Party,
      addressed to the Responsible Party at 18400 Von Karman, Suite 1000, Irvine,
      California 92612, fax (949) 440-7033, or such other address as may hereafter
      be
      furnished to the Seller and the Purchaser in writing by the Responsible Party;
      if to the Seller, addressed to the Seller at Carrington Securities, LP, Seven
      Greenwich Office Park, 599 West Putnam Avenue, Greenwich, Connecticut 06830
      (Telecopy: (212-272-7206)), Attention: Bruce M. Rose, or to such other address
      as the Seller may designate in writing to the Purchaser and the Responsible
      Party.

    
       

      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          



      

    

    SECTION
      15 Severability
      of Provisions.
      Any
      part, provision, representation or warranty of this Agreement that is prohibited
      or that is held to be void or unenforceable shall be ineffective to the extent
      of such prohibition or unenforceability without invalidating the remaining
      provisions hereof. Any part, provision, representation or warranty of this
      Agreement that is prohibited or unenforceable or is held to be void or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof, and any such prohibition or unenforceability in
      any
      jurisdiction as to any Mortgage Loan shall not invalidate or render
      unenforceable such provision in any other jurisdiction. To the extent permitted
      by applicable law, the parties hereto waive any provision of law which prohibits
      or renders void or unenforceable any provision hereof.

    


    SECTION
      16 Agreement
      of Parties.
      The
      Seller, the Responsible Party and the Purchaser each agree to execute and
      deliver such instruments and take such actions as either of the others may,
      from
      time to time, reasonably request in order to effectuate the purpose and to
      carry
      out the terms of this Agreement and the Pooling and Servicing
      Agreement.

    


    SECTION
      17 Survival.
      a)
      The
      Seller agrees that the representations, warranties and agreements made by it
      herein and in any certificate or other instrument delivered pursuant hereto
      shall be deemed to be relied upon by the Purchaser, notwithstanding any
      investigation heretofore or hereafter made by the Purchaser or on its behalf,
      and that the representations, warranties and agreements made by the Seller
      herein or in any such certificate or other instrument shall survive the delivery
      of and payment for the Mortgage Loans and shall continue in full force and
      effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
      Notes and notwithstanding subsequent termination of this Agreement, the Pooling
      and Servicing Agreement or the Trust Fund.

    


    (b) The
      Responsible Party agrees that the representations, warranties and agreements
      made by it herein and in any certificate or other instrument delivered pursuant
      hereto shall be deemed to be relied upon by the Seller and the Purchaser,
      notwithstanding any investigation heretofore or hereafter made by the Seller
      or
      the Purchaser or on the behalf of either of them, and that the representations,
      warranties and agreements made by the Responsible Party herein or in any such
      certificate or other instrument shall continue in full force and effect,
      notwithstanding subsequent termination of this Agreement, the Pooling and
      Servicing Agreement or the Trust Fund.

    


    SECTION
      18 GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER
      THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW).

    
       

      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          



      

    

    SECTION
      19 Miscellaneous.
      This
      Agreement may be executed in two or more counterparts, each of which when so
      executed and delivered shall be an original, but all of which together shall
      constitute one and the same instrument. This Agreement shall inure to the
      benefit of and be binding upon the parties hereto and their respective
      successors and assigns. This Agreement supersedes all prior agreements and
      understandings relating to the subject matter hereof. Neither this Agreement
      nor
      any term hereof may be changed, waived, discharged or terminated orally, but
      only by an instrument in writing signed by the party against whom enforcement
      of
      the change, waiver, discharge or termination is sought. The headings in this
      Agreement are for purposes of reference only and shall not limit or otherwise
      affect the meaning hereof.

    


    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Seller to the Purchaser as provided in Section 4 hereof be, and be
      construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and
      not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure
      a
      debt or other obligation of the Seller. However, in the event that,
      notwithstanding the aforementioned intent of the parties, the Mortgage Loans
      are
      held to be property of the Seller, then (a) it is the express intent of the
      parties that such conveyance be deemed a pledge of the Mortgage Loans by the
      Seller to the Purchaser to secure a debt or other obligation of the Seller
      and
      (b) (1) this Agreement shall also be deemed to be a security agreement within
      the meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (2)
      the
      conveyance provided for in Section 4 hereof shall be deemed to be a grant by
      the
      Seller to the Purchaser of a security interest in all of the Seller’s right,
      title and interest in and to the Mortgage Loans and all amounts payable to
      the
      holders of the Mortgage Loans in accordance with the terms thereof and all
      proceeds of the conversion, voluntary or involuntary, of the foregoing into
      cash, instruments, securities or other property, including without limitation
      all amounts, other than investment earnings, from time to time held or invested
      in the Custodial Account whether in the form of cash, instruments, securities
      or
      other property; (3) the possession by the Purchaser or its agent of Mortgage
      Notes, the related Mortgages and such other items of property that constitute
      instruments, money, negotiable documents or chattel paper shall be deemed to
      be
“possession” by the secured party for purposes of perfecting the security
      interest pursuant to the New York Uniform Commercial Code; and (4) notifications
      to persons holding such property and acknowledgments, receipts or confirmations
      from persons holding such property shall be deemed notifications to, or
      acknowledgments, receipts or confirmations from, financial intermediaries,
      bailees or agents (as applicable) of the Purchaser for the purpose of perfecting
      such security interest under applicable law. Any assignment of the interest
      of
      the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an
      assignment of any security interest created hereby. The Seller and the Purchaser
      shall, to the extent consistent with this Agreement, take such actions as may
      be
      necessary to ensure that, if this Agreement were deemed to create a security
      interest in the Mortgage Loans, such security interest would be deemed to be
      a
      perfected security interest of first priority under applicable law and will
      be
      maintained as such throughout the term of this Agreement and the Pooling and
      Servicing Agreement.

    


    [Signatures
      follow]

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the Purchaser, the Seller and the Responsible Party have caused
      their names to be signed by their respective officers thereunto duly authorized
      as of the date first above written.

    


    STANWICH
      ASSET ACCEPTANCE 

    COMPANY,
      L.L.C., as Purchaser

    


    By: 
      /s/ Bruce M. Rose              

    Name:
      Bruce M. Rose

    Title:
      President

    


    


    


    CARRINGTON
      SECURITIES, LP, as Seller

    By:
      Carrington Capital Management, LLC,

    as
      its
      general partner

    


    


    By: 
      /s/ Bruce M. Rose              

    Name:
      Bruce M. Rose

    Title:
      President 

    


    


    


    NC
      CAPITAL CORPORATION, as Responsible 

    Party

    


    


    


    By: 
      /s/ Kevin Cloyd                

    Name:
      Kevin Cloyd

    Title:
      President

    


    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

     

    Schedule
      I

    


    The
      Seller hereby represents, warrants, and covenants to the Purchaser as follows
      on
      the Closing Date and on each Distribution Date thereafter:

    


    General

    


    1. This
      Agreement creates a valid and continuing security interest (as defined in the
      applicable Uniform Commercial Code (“UCC”)) in the Mortgage Loans in favor of
      the Purchaser which security interest is prior to all other liens, and is
      enforceable as such as against creditors of and purchasers from the
      Seller.

    


    2. The
      Mortgage Loans constitute “general intangibles” or “instruments” within the
      meaning of the applicable UCC.

    


    3. The
      Custodial Account and all subaccounts thereof constitute either a deposit
      account or a securities account.

    


    4. To
      the
      extent that payments and collections received or made with respect to the
      Mortgage Loans constitute securities entitlements, such payments and collections
      have been and will have been credited to the Custodial Account. The securities
      intermediary for the Custodial Account has agreed to treat all assets credited
      to the Custodial Account as “financial assets” within the meaning of the
      applicable UCC.

    


    Creation

    


    5. The
      Seller owns and has good and marketable title to the Mortgage Loans free and
      clear of any lien, claim or encumbrance of any Person, excepting only liens
      for
      taxes, assessments or similar governmental charges or levies incurred in the
      ordinary course of business that are not yet due and payable or as to which
      any
      applicable grace period shall not have expired, or that are being contested
      in
      good faith by proper proceedings and for which adequate reserves have been
      established, but only so long as foreclosure with respect to such a lien is
      not
      imminent and the use and value of the property to which the lien attaches is
      not
      impaired during the pendency of such proceeding.

    


    6. The
      Seller has received all consents and approvals to the sale of the Mortgage
      Loans
      hereunder to the Purchaser required by the terms of the Mortgage Loans that
      constitute instruments.

    


    7. To
      the
      extent the Custodial Account or subaccounts thereof constitute securities
      entitlements, certificated securities or uncertificated securities, the Seller
      has received all consents and approvals required to transfer to the Purchaser
      its interest and rights in the Custodial Account hereunder.

    


    Perfection

    


    8. The
      Seller has caused or will have caused, within ten days after the effective
      date
      of this Agreement, the filing of all appropriate financing statements in the
      proper filing office in the appropriate jurisdictions under applicable law
      in
      order to perfect the sale of the Mortgage Loans from the Seller to the Purchaser
      and the security interest in the Mortgage Loans granted to the Purchaser
      hereunder.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    9. With
      respect to the Custodial Account and all subaccounts that constitute deposit
      accounts, either:

    


    (i) the
      Seller has delivered to the Purchaser a fully-executed agreement pursuant to
      which the bank maintaining the deposit accounts has agreed to comply with all
      instructions originated by the Purchaser directing disposition of the funds
      in
      the Custodial Account without further consent by the Seller; or

    


    (ii) the
      Seller has taken all steps necessary to cause the Purchaser to become the
      account holder of the Custodial Account.

    


    10. With
      respect to the Custodial Account or subaccounts thereof that constitute
      securities accounts or securities entitlements, either:

    


    (i) the
      Seller has caused or will have caused, within ten days after the effective
      date
      of this Agreement, the filing of all appropriate financing statements in the
      proper filing office in the appropriate jurisdictions under applicable law
      in
      order to perfect the security interest in the Custodial Account granted by
      the
      Seller to the Purchaser; or

    


    (ii) the
      Seller has delivered to the Purchaser a fully-executed agreement pursuant to
      which the securities intermediary has agreed to comply with all instructions
      originated by the Purchaser relating to the Custodial Account without further
      consent by the Purchaser; or

    


    (iii) the
      Seller has taken all steps necessary to cause the securities intermediary to
      identify in its records the Purchaser as the person having a security
      entitlement against the securities intermediary in the Custodial
      Account.

    


    Priority

    


    11. Other
      than the transfer of the Mortgage Loans to the Purchaser pursuant to this
      Agreement, the Seller has not pledged, assigned, sold, granted a security
      interest in, or otherwise conveyed any of the Mortgage Loans. The Seller has
      not
      authorized the filing of, or is not aware of any financing statements against
      the Seller that include a description of collateral covering the Mortgage Loans
      other than any financing statement relating to the security interest granted
      to
      the Purchaser hereunder or that has been terminated.

    


    12. The
      Seller is not aware of any judgment, ERISA or tax lien filings against the
      Seller.

    


    13. The
      Trustee has in its possession all original copies of the Mortgage Notes that
      constitute or evidence the Mortgage Loans. To the Seller’s knowledge, none of
      the instruments that constitute or evidence the Mortgage Loans has any marks
      or
      notations indicating that they have been pledged, assigned or otherwise conveyed
      to any Person other than the Purchaser or its designee. All financing statements
      filed or to be filed against the Seller in favor of the Purchaser in connection
      herewith describing the Mortgage Loans contain a statement to the following
      effect: “A purchase of or security interest in any collateral described in this
      financing statement will violate the rights of the Purchaser.”

     

    
      
      

      
        
          

        

      

      


    

    14. Neither
      the Custodial Account nor any subaccount thereof is in the name of any person
      other than the Seller or the Purchaser or in the name of its nominee. The Seller
      has not consented for the securities intermediary of the Custodial Account
      to
      comply with entitlement orders of any person other than the Purchaser or its
      designee.

    


    15. Survival
      of Perfection Representations.
      Notwithstanding any other provision of this Agreement or any other transaction
      document, the Perfection Representations contained in this Schedule shall be
      continuing, and remain in full force and effect (notwithstanding any replacement
      of the Servicer or termination of the Servicer’s rights to act as such) until
      such time as all obligations under this Agreement have been finally and fully
      paid and performed.

    


    16. No
      Waiver.
      The
      parties to this Agreement (i) shall not, without obtaining a confirmation of
      the
      then-current rating of the Certificates waive any of the Perfection
      Representations, and (ii) shall provide the Rating Agencies with prompt written
      notice of any breach of the Perfection Representations, and shall not, without
      obtaining a confirmation of the then-current rating of the Certificates (as
      determined after any adjustment or withdrawal of the ratings following notice
      of
      such breach) waive a breach of any of the Perfection
      Representations.

    


    17. Seller
      to Maintain Perfection and Priority.
      The
      Seller covenants that, in order to evidence the interests of the Seller and
      the
      Purchaser under this Agreement, the Seller shall take such action, or execute
      and deliver such instruments (other than effecting a Filing (as defined below),
      unless such Filing is effected in accordance with this paragraph) as may be
      necessary or advisable (including, without limitation, such actions as are
      requested by the Purchaser) to maintain and perfect, as a first priority
      interest, the Purchaser’s security interest in the Mortgage Loans. The Seller
      shall, from time to time and within the time limits established by law, prepare
      and present to the Purchaser or its designee to authorize (based in reliance
      on
      the Opinion of Counsel hereinafter provided for) the Seller to file, all
      financing statements, amendments, continuations, initial financing statements
      in
      lieu of a continuation statement, terminations, partial terminations, releases
      or partial releases, or any other filings necessary or advisable to continue,
      maintain and perfect the Purchaser’s security interest in the Mortgage Loans as
      a first-priority interest (each a “Filing”). The Seller shall present each such
      Filing to the Purchaser or its designee together with (x) an Opinion of Counsel
      to the effect that such Filing is (i) consistent with the grant of the security
      interest to the Purchaser pursuant to Section 19 of this Agreement, (ii)
      satisfies all requirements and conditions to such Filing in this Agreement
      and
      (iii) satisfies the requirements for a Filing of such type under the Uniform
      Commercial Code in the applicable jurisdiction (or if the Uniform Commercial
      Code does not apply, the applicable statute governing the perfection of security
      interests), and (y) a form of authorization for the Purchaser’s signature. Upon
      receipt of such Opinion of Counsel and form of authorization, the Purchaser
      shall promptly authorize in writing the Seller to, and the Seller shall, effect
      such Filing under the UCC without the signature of the Seller or the Purchaser
      where allowed by applicable law. Notwithstanding anything else in the
      transaction documents to the contrary, the Seller shall not have any authority
      to effect a Filing without obtaining written authorization from the Purchaser
      or
      its designee.

     

    
      
      

      
        
          

        

      

      
      

       

    

    Exhibit
      1

    


    APPENDIX
      E - Standard & Poor’s Anti-Predatory Lending Categorization

    REVISED
      February 07, 2005

    


    Standard
      & Poor’s has categorized loans governed by anti-predatory lending laws in
      the Jurisdictions listed below into three categories based upon a combination
      of
      factors that include (a) the risk exposure associated with the assignee
      liability and (b) the tests and thresholds set forth in those laws. Note that
      certain loans classified by the relevant statute as Covered are included in
      Standard & Poor’s High Cost Loan Category because they included thresholds
      and tests that are typical of what is generally considered High Cost by the
      industry.

    


    
      Standard
        & Poor’s High Cost Loan Categorization

    

    
      	
            
	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Arkansas

            	
              Arkansas
                Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.

              Effective
                July 16, 2003

            	
              High
                Cost Home Loan

            
	
              Cleveland
                Heights, OH

            	
              Ordinance
                No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq.

              Effective
                June 2, 2003 

            	
              Covered
                Loan

            
	
              Colorado

            	
              Consumer
                Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq.

              Effective
                for covered loans offered or entered into on or after January 1,
                2003.
                Other provisions of the Act took effect on June 7, 2002

            	
              Covered
                Loan

            
	
              Connecticut

            	
              Connecticut
                Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                et seq.

              Effective
                October 1, 2001

            	
              High
                Cost Home Loan

            
	
              District
                of Columbia

            	
              Home
                Loan Protection Act, D.C. Code §§ 26-1151.01 et seq.

              Effective
                for loans closed on or after January 28, 2003

            	
              Covered
                Loan

            
	
              Florida

            	
              Fair
                Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq.

              Effective
                October 2, 2002

            	
              High
                Cost Home Loan

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Standard
        & Poor’s High Cost Loan Categorization

    

    
      	
            	 	 
	
              State/Jurisdiction

            	
              
                Name
                  of Anti-Predatory Lending Law/Effective Date

              

            	
              
                Category
                  under Applicable Anti-Predatory Lending Law

              

            
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

              Effective
                October 1, 2002 - March 6, 2003

            	
              High
                Cost Home Loan

            
	
              Georgia
                as amended (Mar. 7, 2003 - current)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

              Effective
                for loans closed on or after March 7, 2003

            	
              High
                Cost Home Loan

            
	
              HOEPA
                Section 32

            	
              Home
                Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                §§ 226.32 and 226.34

              Effective
                October 1, 1995, amendments October 1, 2002

            	
              High
                Cost Loan

            
	
              Illinois

            	
              High
                Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.

              Effective
                January 1, 2004 (prior to this date, regulations under Residential
                Mortgage License Act effective from May 14, 2001)

            	
              High
                Risk Home Loan 

            
	
              Indiana

            	
              Indiana
                Home Loan Practices Act, Ind. Code Ann. §§ 24-9-1-1 et seq.

              Effective
                for loans originated on or after January 1, 2005.

            	
              High
                Cost Home Loan

            
	
              Kansas

            	
              Consumer
                Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.

              Sections
                16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                16a-3-308a became effective July 1, 1999 

            	
              High
                Loan to Value Consumer Loan (id.§
                16a-3-207) and;

            
	
              High
                APR Consumer Loan (id.§
                16a-3-308a)

            
	
              Kentucky

            	
              2003
                KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                et seq.

              Effective
                June 24, 2003

            	
              High
                Cost Home Loan

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Standard
          & Poor’s High Cost Loan Categorization

      

    

    
      	
            	 	 
	
              
                State/Jurisdiction

              

            	
              
                Name
                  of Anti-Predatory Lending Law/Effective Date

              

            	
              
                Category
                  under Applicable Anti-Predatory Lending Law

              

            
	
              Maine

            	
              Truth
                in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.

              Effective
                September 29, 1995 and as amended from time to time

            	
              High
                Rate High Fee Mortgage

            
	
              Massachusetts

            	
              Part
                40 and Part 32, 209 C.M.R. §§ 32.00 et seq.
                and 209 C.M.R. §§ 40.01 et seq.

              Effective
                March 22, 2001 and amended from time to time

            	
              High
                Cost Home Loan

            
	 	
              Massachusetts
                Predatory Home Loan Practices Act

              Mass.
                Gen. Laws ch. 183C, §§ 1 et seq.

              Effective
                November 7, 2004

            	
              High
                Cost Home Mortgage Loan

            
	
              Nevada

            	
              Assembly
                Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.

              Effective
                October 1, 2003

            	
              Home
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et seq.

              Effective
                for loans closed on or after November 27, 2003

            	
              High
                Cost Home Loan

            
	
              New
                Mexico

            	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

              Effective
                as of January 1, 2004; Revised as of February 26, 2004

            	
              High
                Cost Home Loan

            
	
              New
                York

            	
              N.Y.
                Banking Law Article 6-l

              Effective
                for applications made on or after April 1, 2003

            	
              High
                Cost Home Loan

            
	
              North
                Carolina

            	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                et seq.

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of
                credit)

            	
              High
                Cost Home Loan

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Standard
        & Poor’s High Cost Loan Categorization

    

    
      	
            	 	 
	
              State/Jurisdiction

            	
              
                Name
                  of Anti-Predatory Lending Law/Effective Date

              

            	
              
                Category
                  under Applicable Anti-Predatory Lending Law

              

            
	
              Ohio

            	
              H.B.
                386 (codified in various sections of the Ohio Code), Ohio Rev. Code
                Ann.
                §§ 1349.25 et seq.

              Effective
                May 24, 2002

            	
              Covered
                Loan

            
	
              Oklahoma

            	
              Consumer
                Credit Code (codified in various sections of Title 14A)

              Effective
                July 1, 2000; amended effective January 1, 2004

            	
              Subsection
                10 Mortgage

            
	
              South
                Carolina

            	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                et seq.

              Effective
                for loans taken on or after January 1, 2004

            	
              High
                Cost Home Loan

            
	
              West
                Virginia 

            	
              West
                Virginia Residential Mortgage Lender, Broker and Servicer Act, W.
                Va. Code
                Ann. §§ 31-17-1 et seq.

              Effective
                June 5, 2002

            	
              West
                Virginia Mortgage Loan Act Loan

            


    

    


    Standard
      & Poor’s Covered Loan Categorization


    
      	 	 	 
	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

              Effective
                October 1, 2002 - March 6, 2003

            	
              Covered
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et seq.

              Effective
                November 27, 2003 - July 5, 2004

            	
              Covered
                Home Loan

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Standard
          & Poor’s Home Loan Categorization

      

    

    
      	    
	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

              Effective
                October 1, 2002 - March 6, 2003

            	
              Home
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et seq.

              Effective
                for loans closed on or after November 27, 2003

            	
              Home
                Loan

            
	
              New
                Mexico

            	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

              Effective
                as of January 1, 2004; Revised as of February 26, 2004

            	
              Home
                Loan

            
	
              North
                Carolina

            	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                et seq.

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of
                credit)

            	
              Consumer
                Home Loan

            
	
              South
                Carolina

            	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                et seq.

              Effective
                for loans taken on or after January 1, 2004

            	
              Consumer
                Home Loan