CONFIRMATION

     

    
      	
              TO:

            	
              Wells
                Fargo Bank, N.A., not individually but solely as trustee for Carrington
                Mortgage Loan Trust, Series 2006-NC5 with respect to the Carrington
                Mortgage Loan Trust, Series 2006-NC5 Asset-Backed Pass-Through
                Certificates

            


    

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    


    
      	
              Attention:

            	
              Client
                Manager-Carrington Mortgage Loan Trust,
                2006-NC5

            


    

    
      	
              Telephone:

            	
              (410)
                884-2000

            


    

    
      	
              Facsimile:

            	
              (410)
                715-2380

            


    

    


    
      	
              FROM:

            	
              Swiss
                Re Financial Products Corporation

            


    

    55
      East
      52nd Street

    New
      York,
      New York 10055

    
      	
              Attention:

            	
              Head
                of Operations

            


    

    
      	
              Telephone:

            	
              (212)
                407-7322

            


    

    
      	
              Facsimile.
                

            	
              (917)
                322-7201

            


    

    


    CC:

    
      	
              Attention:

            	
              Head
                of Legal

            


    

    
      	
              Facsimile:

            	
              (212)
                317-5474

            


    

    


    
      	
              DATE:

            	
              December
                19, 2006

            


    

     

    Transaction
      Reference Number: 1166276 - Class A Certificates

     

    Dear
      Sir/Madam,

     

    The
      purpose of this letter agreement is to confirm the terms and conditions of
      the
      transaction entered into between Wells Fargo Bank, N.A., not individually but
      solely as trustee for Carrington Mortgage Loan Trust, Series 2006-NC5 with
      respect to the Carrington Mortgage Loan Trust, Series 2006-NC5 Asset-Backed
      Pass-Through Certificates, and Swiss Re Financial Products Corporation, a
      corporation organized under the laws of the State of Delaware (each a “party”
and together “the parties”) on the Trade Date specified below (the
“Transaction”). This letter agreement constitutes a “Confirmation” as referred
      to in the ISDA Master Agreement specified in paragraph 1 below. In this
      Confirmation, “Party A” means Swiss Re Financial Products Corporation, and
“Party B” means Carrington Mortgage Loan Trust, Series 2006-NC5, by Wells Fargo
      Bank, N.A., not individually but solely as trustee for Carrington Mortgage
      Loan
      Trust, Series 2006-NC5 with respect to the Carrington Mortgage Loan Trust,
      Series 2006-NC5 Asset-Backed Pass-Through Certificates.

     

    The
      definitions and provisions contained in the 2000 ISDA Definitions, as published
      by the International Swaps and Derivatives Association, Inc. (the
“Definitions”), are incorporated into this Confirmation. In the event of any
      inconsistency between the Definitions and this Confirmation, this Confirmation
      will govern.

     

    Other
      capitalized terms used herein (but not otherwise defined) shall have the meaning
      specified in that certain Pooling and Servicing Agreement, dated as of December
      1, 2006 (the “Pooling and Servicing Agreement”), among Stanwich Asset Acceptance
      Company, L.L.C., as Depositor, New Century Mortgage Corporation, as Servicer,
      and Wells Fargo Bank, N.A., as Trustee (the “Trustee”).

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1. This
      Confirmation evidences a complete binding agreement between the parties as
      to
      the terms of the Transaction to which this Confirmation relates. In addition,
      the parties agree that for the purposes of this Transaction, this Confirmation
      will supplement, form a part of, and be subject to that 1992 ISDA Master
      Agreement (the “Master Agreement”) dated as of December 19, 2006, between the
      parties. In the event of any inconsistency between the provisions of the Master
      Agreement and this Confirmation, this Confirmation will prevail for the purpose
      of this Transaction.

     

    2. The
      terms
      of the particular Transaction to which this Confirmation relates are as
      follows:

     

    
      	
              Notional
                Amount:

            	
              As
                set forth in Schedule A attached hereto

            
	
              Trade
                Date:

            	
              December
                6, 2006

            
	
              Effective
                Date:

            	
              December
                19, 2006

            
	
              Termination
                Date:

            	
              January
                25, 2011, subject to adjustment in accordance with the Following
                Business
                Day Convention with respect to Floating Amounts and subject to No
                Adjustment with respect to Fixed Amounts.

            
	
              Fixed
                Amounts:

            	 
	
              Fixed
                Rate Payer:

            	
              Party
                B

            
	
              Fixed
                Rate Payer Payment Dates:

            	
              The
                business day prior to the 25th
                of
                each month subject to adjustment in accordance with the Following
                Business
                Day Convention.

            
	
              Fixed
                Rate Payer Period End Dates:

            	
              The
                25th
                of
                each month, commencing on 25th October 2006 and ending on the Termination
                Date, with No Adjustment.

            
	
              Fixed
                Rate:

            	
              5.10%

            
	
              Fixed
                Rate Day Count Fraction:

            	
              30/360

            
	
              Floating
                Amounts:

            	 
	
              Floating
                Rate Payer:

            	
              Party
                A

            
	
              Floating
                Rate Payer Payment Dates:

            	
              The
                business day prior to the 25th
                of
                each month subject to adjustment in accordance with the Following
                Business
                Day Convention.

            
	
              Floating
                Rate Payer Period End Dates:

            	
              The
                25th of each month, commencing on 25th January 2007 in accordance
                with the
                Following Business Day Convention.

            
	
              Floating
                Rate for initial Calculation Period:

            	
              To
                be determined

            
	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA

            
	
              Designated
                Maturity:

            	
              One
                month

            
	
              Spread:

            	
              None

            
	
              Floating
                Rate Day Count Fraction:

            	
              Actual/360

            
	
              Reset
                Date:

            	
              First
                day of each Calculation Period

            
	
              Compounding:

            	
              Inapplicable

            
	
              Business
                Days:

            	
              New
                York

            
	
              Calculation
                Agent:

            	
              Party
                A; provided,
                however,
                if an Event of Default has occurred with respect to Party A, a Reference
                Market-maker, as designated by Party B, shall be the Calculation
                Agent.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3. Account
      Details.

     

    Account
      for payments to Party A:

     

    
      	 	
              PAYMENT
                INSTRUCTION:

            	
              JP
                Morgan Chase Bank

            


    

    ABA#:
      021-000-021

    Swift:
      CHASUS33

    For
      the
      Account of Swiss Re Financial Products

    ACCT
      #:
      066-911184

    


    Account
      for payments to Party B:

     

    
      	 	
              PAYMENT
                INSTRUCTION:

            	
              Wells
                Fargo Bank, National Association

            


    

    ABA#:
      121-000-248

    ACCT
      #:
      3970771416

    ACCT
      NAME: Corporate Trust Clearing

    For
      further credit to ACCT #: 50969901

    REF:
      Client Manager - Carrington Mortgage Loan Trust 2006-NC5

     

    4. Please
      confirm that the foregoing correctly sets forth the terms and conditions of
      our
      agreement by returning within three (3) Business Days via telecopier an executed
      copy of this Confirmation. Failure to respond within such period shall not
      affect the validity or enforceability of this Transaction.

     

    Yours
      sincerely,

     

    SWISS
      RE
      FINANCIAL PRODUCTS CORPORATION

     

    By: 
      /s/
      Robert Spuler
Name:
      Rober Spuler
Title:
      Senior Vice President

     

    Confirmed
      as of the date above:

     

    By:
      WELLS
      FARGO BANK, N.A., not individually but solely as trustee for Carrington Mortgage
      Loan Trust, Series 2006-NC5 with respect to the Carrington Mortgage Loan Trust,
      Series 2006-NC5 Asset-Backed Pass-Through Certificates

     

    By: 
      /s/
      Darron C. Woodus
Name:
      Darron C. Woodus
Title:
      Assistant Vice President



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    SCHEDULE
      A
      to the
      Confirmation dated as of December 19, 2006,

     

    Re:
      Reference Number 1166276

     

    Amortization
      Schedule.
      Floating Rate Payer Period
      End Dates shall be subject
      to adjustment in accordance with the Following Business Day Convention, however,
      Fixed
      Rate Payer Period End Dates will use No Adjustment.

     

    
      	
              From
                and including

            	
              To
                but excluding

            	
              Notional
                Amount (USD)

            
	
              December
                19, 2006

            	
              January
                25, 2007

            	
              1,155,804,000.00
                

            
	
              January
                25, 2007

            	
              February
                25, 2007

            	
              1,146,493,612.60
                

            
	
              February
                25, 2007

            	
              March
                25, 2007

            	
              1,133,622,038.58
                

            
	
              March
                25, 2007

            	
              April
                25, 2007

            	
              1,117,166,594.70
                

            
	
              April
                25, 2007

            	
              May
                25, 2007

            	
              1,097,134,113.01
                

            
	
              May
                25, 2007

            	
              June
                25, 2007

            	
              1,073,561,567.15
                

            
	
              June
                25, 2007

            	
              July
                25, 2007

            	
              1,046,517,331.74
                

            
	
              July
                25, 2007

            	
              August
                25, 2007

            	
              1,016,102,069.50
                

            
	
              August
                25, 2007

            	
              September
                25, 2007

            	
              982,449,265.68
                

            
	
              September
                25, 2007

            	
              October
                25, 2007

            	
              945,728,259.09
                

            
	
              October
                25, 2007

            	
              November
                25, 2007

            	
              906,158,095.16
                

            
	
              November
                25, 2007

            	
              December
                25, 2007

            	
              866,596,274.80
                

            
	
              December
                25, 2007

            	
              January
                25, 2008

            	
              828,667,329.15
                

            
	
              January
                25, 2008

            	
              February
                25, 2008

            	
              792,303,395.04
                

            
	
              February
                25, 2008

            	
              March
                25, 2008

            	
              757,439,444.68
                

            
	
              March
                25, 2008

            	
              April
                25, 2008

            	
              724,013,166.71
                

            
	
              April
                25, 2008

            	
              May
                25, 2008

            	
              691,964,852.29
                

            
	
              May
                25, 2008

            	
              June
                25, 2008

            	
              661,237,285.93
                

            
	
              June
                25, 2008

            	
              July
                25, 2008

            	
              631,775,640.99
                

            
	
              July
                25, 2008

            	
              August
                25, 2008

            	
              603,527,379.50
                

            
	
              August
                25, 2008

            	
              September
                25, 2008

            	
              576,442,156.21
                

            
	
              September
                25, 2008

            	
              October
                25, 2008

            	
              531,558,642.54
                

            
	
              October
                25, 2008

            	
              November
                25, 2008

            	
              476,100,712.29
                

            
	
              November
                25, 2008

            	
              December
                25, 2008

            	
              427,050,956.58
                

            
	
              December
                25, 2008

            	
              January
                25, 2009

            	
              383,605,062.98
                

            
	
              January
                25, 2009

            	
              February
                25, 2009

            	
              345,049,858.22
                

            
	
              February
                25, 2009

            	
              March
                25, 2009

            	
              319,197,867.44
                

            
	
              March
                25, 2009

            	
              April
                25, 2009

            	
              302,203,263.85
                

            
	
              April
                25, 2009

            	
              May
                25, 2009

            	
              285,994,648.72
                

            
	
              May
                25, 2009

            	
              June
                25, 2009

            	
              270,538,851.58
                

            
	
              June
                25, 2009

            	
              July
                25, 2009

            	
              255,799,657.48
                

            
	
              July
                25, 2009

            	
              August
                25, 2009

            	
              241,727,431.76
                

            
	
              August
                25, 2009

            	
              September
                25, 2009

            	
              228,208,494.57
                

            
	
              September
                25, 2009

            	
              October
                25, 2009

            	
              210,720,713.04
                

            
	
              October
                25, 2009

            	
              November
                25, 2009

            	
              192,438,931.13
                

            
	
              November
                25, 2009

            	
              December
                25, 2009

            	
              175,794,345.88
                

            
	
              December
                25, 2009

            	
              January
                25, 2010

            	
              160,607,310.95
                

            
	
              January
                25, 2010

            	
              February
                25, 2010

            	
              160,607,310.95
                

            
	
              February
                25, 2010

            	
              March
                25, 2010

            	
              160,607,310.95
                

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              From
                and including

            	
              To
                but excluding

            	
              Notional
                Amount (USD)

            
	
              March
                25, 2010

            	
              April
                25, 2010

            	
              160,607,310.95
                

            
	
              April
                25, 2010

            	
              May
                25, 2010

            	
              160,607,310.95
                

            
	
              May
                25, 2010

            	
              June
                25, 2010

            	
              154,043,594.69
                

            
	
              June
                25, 2010

            	
              July
                25, 2010

            	
              147,036,015.65
                

            
	
              July
                25, 2010

            	
              August
                25, 2010

            	
              140,361,414.82
                

            
	
              August
                25, 2010

            	
              September
                25, 2010

            	
              134,003,456.84
                

            
	
              September
                25, 2010

            	
              October
                25, 2010

            	
              127,946,625.60
                

            
	
              October
                25, 2010

            	
              November
                25, 2010

            	
              122,176,181.59
                

            
	
              November
                25, 2010

            	
              December
                25, 2010

            	
              116,678,152.56
                

            
	
              December
                25, 2010

            	
              January
                25, 2011

            	
              111,439,213.93