STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      Depositor

       

       

      NEW
        CENTURY MORTGAGE CORPORATION,

       

      Servicer

       

       

      and

       

       

      WELLS
        FARGO BANK N.A.,

       

      Trustee

       

       

       

      POOLING
        AND SERVICING AGREEMENT

      Dated
        as
        of December 1, 2006

       

       

       

      Carrington
        Mortgage Loan Trust, Series 2006-NC5 

      Asset-Backed
        Pass-Through Certificates

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      TABLE
        OF CONTENTS

      


      Page

       

      
        	
                ARTICLE
                  I

              	
                DEFINITIONS

              	
                3

              
	
                SECTION
                  1.01

              	
                Defined
                  Terms

              	
                3

              
	
                SECTION
                  1.02

              	
                Allocation
                  of Certain Interest Shortfalls

              	
                49

              
	
                ARTICLE
                  II

              	
                CONVEYANCE
                  OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

              	
                50

              
	
                SECTION
                  2.01

              	
                Conveyance
                  of the Mortgage Loans

              	
                50

              
	
                SECTION
                  2.02

              	
                Acceptance
                  of REMIC I by Trustee

              	
                53

              
	
                SECTION
                  2.03

              	
                Repurchase
                  or Substitution of Mortgage Loans by the Responsible Party and
                  the
                  Seller

              	
                54

              
	
                SECTION
                  2.04

              	
                [Reserved]

              	
                57

              
	
                SECTION
                  2.05

              	
                Representations,
                  Warranties and Covenants of the Servicer

              	
                57

              
	
                SECTION
                  2.06

              	
                Issuance
                  of the REMIC I Regular Interests and the Class R-I
                  Interest

              	
                59

              
	
                SECTION
                  2.07

              	
                Conveyance
                  of the REMIC I Regular Interests; Acceptance of REMIC II by the
                  Trustee

              	
                60

              
	
                SECTION
                  2.08

              	
                Issuance
                  of Class R Certificates

              	
                60

              
	
                ARTICLE
                  III

              	
                ADMINISTRATION
                  AND SERVICING OF THE MORTGAGE LOANS

              	
                60

              
	
                SECTION
                  3.01

              	
                Servicer
                  to Act as Servicer

              	
                60

              
	
                SECTION
                  3.02

              	
                Sub-Servicing
                  Agreements Between Servicer and Sub-Servicers

              	
                62

              
	
                SECTION
                  3.03

              	
                Successor
                  Sub-Servicers

              	
                63

              
	
                SECTION
                  3.04

              	
                Liability
                  of the Servicer

              	
                63

              
	
                SECTION
                  3.05

              	
                No
                  Contractual Relationship Between Sub-Servicers, the Trustee or
                  the
                  Certificateholders

              	
                64

              
	
                SECTION
                  3.06

              	
                Assumption
                  or Termination of Sub-Servicing Agreements by the Trustee

              	
                64

              
	
                SECTION
                  3.07

              	
                Collection
                  of Certain Mortgage Loan Payments

              	
                65

              
	
                SECTION
                  3.08

              	
                Sub-Servicing
                  Accounts

              	
                65

              
	
                SECTION
                  3.09

              	
                Collection
                  of Taxes, Assessments and Similar Items; Servicing
                  Accounts

              	
                65

              
	
                SECTION
                  3.10

              	
                Custodial
                  Account and Certificate Account

              	
                66

              
	
                SECTION
                  3.11

              	
                Withdrawals
                  from the Custodial Account and Certificate Account

              	
                69

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

      

        TABLE
          OF CONTENTS

        (continued)

        Page

         

      

      
        	
                SECTION
                  3.12

              	
                Investment
                  of Funds in the Custodial Account and the Certificate
                  Account

              	
                70

              
	
                SECTION
                  3.13

              	
                [Reserved]

              	
                72

              
	
                SECTION
                  3.14

              	
                Maintenance
                  of Hazard Insurance and Errors and Omissions and Fidelity
                  Coverage

              	
                72

              
	
                SECTION
                  3.15

              	
                Enforcement
                  of Due-On-Sale Clauses; Assumption Agreements

              	
                73

              
	
                SECTION
                  3.16

              	
                Realization
                  Upon Defaulted Mortgage Loans

              	
                74

              
	
                SECTION
                  3.17

              	
                Trustee
                  and Custodian to Cooperate; Release of Mortgage Files

              	
                76

              
	
                SECTION
                  3.18

              	
                Servicing
                  Compensation

              	
                77

              
	
                SECTION
                  3.19

              	
                Reports
                  to the Trustee and Others; Custodial Account Statements

              	
                78

              
	
                SECTION
                  3.20

              	
                [Reserved]

              	
                78

              
	
                SECTION
                  3.21

              	
                [Reserved]

              	
                78

              
	
                SECTION
                  3.22

              	
                Access
                  to Certain Documentation

              	
                78

              
	
                SECTION
                  3.23

              	
                Title,
                  Management and Disposition of REO Property

              	
                78

              
	
                SECTION
                  3.24

              	
                Obligations
                  of the Servicer in Respect of Prepayment Interest
                  Shortfalls

              	
                82

              
	
                SECTION
                  3.25

              	
                Obligations
                  of the Servicer in Respect of Mortgage Rates and Monthly
                  Payments

              	
                82

              
	
                SECTION
                  3.26

              	
                Advance
                  Facility

              	
                82

              
	
                ARTICLE
                  IV

              	
                PAYMENTS
                  TO CERTIFICATEHOLDERS

              	
                83

              
	
                SECTION
                  4.01

              	
                Distributions

              	
                83

              
	
                SECTION
                  4.02

              	
                Statements
                  to Certificateholders

              	
                90

              
	
                SECTION
                  4.03

              	
                Remittance
                  Reports; Advances

              	
                94

              
	
                SECTION
                  4.04

              	
                Allocation
                  of Realized Losses

              	
                95

              
	
                SECTION
                  4.05

              	
                Compliance
                  with Withholding Requirements

              	
                97

              
	
                SECTION
                  4.06

              	
                Exchange
                  Commission; Additional Information

              	
                97

              
	
                SECTION
                  4.07

              	
                The
                  Swap Agreement

              	
                102

              
	
                SECTION
                  4.08

              	
                Tax
                  Treatment of Swap Payments and Swap Termination Payments

              	
                104

              
	
                ARTICLE
                  V

              	
                THE
                  CERTIFICATES

              	
                105

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

      

        TABLE
          OF CONTENTS

        (continued)

        Page

         

      

      
        	
                SECTION
                  5.01

              	
                The
                  Certificates

              	
                105

              
	
                SECTION
                  5.02

              	
                Registration
                  of Transfer and Exchange of Certificates

              	
                107

              
	
                SECTION
                  5.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates

              	
                113

              
	
                SECTION
                  5.04

              	
                Persons
                  Deemed Owners

              	
                113

              
	
                SECTION
                  5.05

              	
                Certain
                  Available Information

              	
                113

              
	
                ARTICLE
                  VI

              	
                THE
                  DEPOSITOR AND THE SERVICER

              	
                114

              
	
                SECTION
                  6.01

              	
                Respective
                  Liabilities of the Depositor and the Servicer

              	
                114

              
	
                SECTION
                  6.02

              	
                Merger
                  or Consolidation of the Depositor or the Servicer

              	
                114

              
	
                SECTION
                  6.03

              	
                Limitation
                  on Liability of the Depositor, the Servicer and Others

              	
                115

              
	
                SECTION
                  6.04

              	
                Limitation
                  on Resignation of the Servicer

              	
                116

              
	
                SECTION
                  6.05

              	
                Rights
                  of the Depositor in Respect of the Servicer

              	
                116

              
	
                ARTICLE
                  VII

              	
                DEFAULT

              	
                117

              
	
                SECTION
                  7.01

              	
                Servicer
                  Events of Default

              	
                117

              
	
                SECTION
                  7.02

              	
                Trustee
                  to Act; Appointment of Successor

              	
                119

              
	
                SECTION
                  7.03

              	
                Notification
                  to Certificateholders

              	
                120

              
	
                SECTION
                  7.04

              	
                Waiver
                  of Servicer Events of Default

              	
                120

              
	
                ARTICLE
                  VIII

              	
                CONCERNING
                  THE TRUSTEE

              	
                120

              
	
                SECTION
                  8.01

              	
                Duties
                  of Trustee

              	
                120

              
	
                SECTION
                  8.02

              	
                Certain
                  Matters Affecting the Trustee

              	
                122

              
	
                SECTION
                  8.03

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans

              	
                123

              
	
                SECTION
                  8.04

              	
                Trustee
                  May Own Certificates

              	
                123

              
	
                SECTION
                  8.05

              	
                Trustee’s
                  Fees and Expenses

              	
                124

              
	
                SECTION
                  8.06

              	
                Eligibility
                  Requirements for Trustee

              	
                124

              
	
                SECTION
                  8.07

              	
                Resignation
                  and Removal of the Trustee

              	
                125

              
	
                SECTION
                  8.08

              	
                Successor
                  Trustee

              	
                126

              
	
                SECTION
                  8.09

              	
                Merger
                  or Consolidation of Trustee

              	
                126

              
	
                SECTION
                  8.10

              	
                Appointment
                  of Co-Trustee or Separate Trustee

              	
                126

              
	
                SECTION
                  8.11

              	
                Trustee
                  to Execute Custodial Agreement and Swap Agreement

              	
                127

              
	
                SECTION
                  8.12

              	
                Appointment
                  of Office or Agency

              	
                128

              


      

       

      
        
          
          

        

        
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        TABLE
          OF CONTENTS

        (continued)

        Page

         

      

      
        	
                SECTION
                  8.13

              	
                Representations
                  and Warranties of the Trustee

              	
                128

              
	
                SECTION
                  8.14

              	
                Appointment
                  of the Custodian

              	
                128

              
	
                ARTICLE
                  IX

              	
                TERMINATION

              	
                129

              
	
                SECTION
                  9.01

              	
                Termination
                  Upon Repurchase or Liquidation of All Mortgage Loans

              	
                129

              
	
                SECTION
                  9.02

              	
                Additional
                  Termination Requirements

              	
                131

              
	
                ARTICLE
                  X

              	
                REMIC
                  PROVISIONS

              	
                131

              
	
                SECTION
                  10.01

              	
                REMIC
                  Administration

              	
                131

              
	
                SECTION
                  10.02

              	
                Prohibited
                  Transactions and Activities

              	
                134

              
	
                SECTION
                  10.03

              	
                Servicer
                  and Trustee Indemnification

              	
                134

              
	
                ARTICLE
                  XI

              	
                TRUSTEE
                  COMPLIANCE WITH REGULATION AB

              	
                135

              
	
                SECTION
                  11.01

              	
                Intent
                  of the Parties; Reasonableness

              	
                135

              
	
                SECTION
                  11.02

              	
                Additional
                  Representations and Warranties of the Trustee

              	
                135

              
	
                SECTION
                  11.03

              	
                Information
                  to Be Provided by the Trustee

              	
                136

              
	
                SECTION
                  11.04

              	
                Report
                  on Assessment of Compliance and Attestation

              	
                136

              
	
                SECTION
                  11.05

              	
                Indemnification;
                  Remedies

              	
                137

              
	
                ARTICLE
                  XII

              	
                SERVICER
                  COMPLIANCE WITH REGULATION AB

              	
                138

              
	
                SECTION
                  12.01

              	
                [Reserved]

              	
                138

              
	
                SECTION
                  12.02

              	
                [Reserved]

              	
                138

              
	
                SECTION
                  12.03

              	
                Information
                  to Be Provided by the Servicer

              	
                138

              
	
                SECTION
                  12.04

              	
                Servicer
                  Compliance Statement

              	
                139

              
	
                SECTION
                  12.05

              	
                Report
                  on Assessment of Compliance and Attestation

              	
                139

              
	
                SECTION
                  12.06

              	
                Use
                  of Sub-Servicers and Subcontractors

              	
                140

              
	
                SECTION
                  12.07

              	
                Indemnification;
                  Remedies

              	
                141

              
	
                ARTICLE
                  XIII

              	
                MISCELLANEOUS
                  PROVISIONS

              	
                143

              
	
                SECTION
                  13.01

              	
                Amendment

              	
                143

              
	
                SECTION
                  13.02

              	
                Recordation
                  of Agreement; Counterparts

              	
                145

              
	
                SECTION
                  13.03

              	
                Limitation
                  on Rights of Certificateholders

              	
                145

              
	
                SECTION
                  13.04

              	
                Governing
                  Law

              	
                146

              
	
                SECTION
                  13.05

              	
                Notices

              	
                146

              


      

       

      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      

      

        TABLE
          OF CONTENTS

        (continued)

        Page

         

      

      
        	
                SECTION
                  13.06

              	
                Severability
                  of Provisions

              	
                146

              
	
                SECTION
                  13.07

              	
                Notice
                  to Rating Agencies

              	
                146

              
	
                SECTION
                  13.08

              	
                Article
                  and Section References

              	
                147

              
	
                SECTION
                  13.09

              	
                Grant
                  of Security Interest

              	
                147

              
	
                SECTION
                  13.10

              	
                Intention
                  of Parties

              	
                148

              
	
                SECTION
                  13.11

              	
                Assignment

              	
                149

              
	
                SECTION
                  13.12

              	
                Inspection
                  and Audit Rights

              	
                149

              
	
                SECTION
                  13.13

              	
                Certificates
                  Nonassessable and Fully Paid

              	
                149

              
	
                SECTION
                  13.14

              	
                Third-Party
                  Beneficiaries

              	
                149

              
	
                SECTION
                  13.15

              	
                Perfection
                  Representations

              	
                149

              
	
                SECTION
                  13.16

              	
                Notice
                  to Holder of Class CE Certificate

              	
                149

              
	
                ARTICLE
                  XIV

              	
                RIGHTS
                  OF THE CLASS CE CERTIFICATEHOLDER

              	
                149

              
	
                SECTION
                  14.01

              	
                Reports
                  and Notices

              	
                149

              
	
                SECTION
                  14.02

              	
                Class
                  CE Certificateholder’s Directions With Respect to Defaulted Mortgage
                  Loans

              	
                151

              


      

      


      



      
        
          
          

        

        
          -v-

          
            

          

        

        
          
          

        

      



      Exhibits

       

      
        	
                Exhibit
                  A-1

              	
                Form
                  of Class A-1 Certificates

              


      

      
        	
                Exhibit
                  A-2

              	
                Form
                  of Class A-2 Certificates

              


      

      
        	
                Exhibit
                  A-3

              	
                Form
                  of Class A-3 Certificates

              


      

      
        	
                Exhibit
                  A-4

              	
                Form
                  of Class A-4 Certificates

              


      

      
        	
                Exhibit
                  A-5

              	
                Form
                  of Class A-5 Certificates

              


      

      
        	
                Exhibit
                  A-6

              	
                Form
                  of Class M-1 Certificates

              


      

      
        	
                Exhibit
                  A-7

              	
                Form
                  of Class M-2 Certificates

              


      

      
        	
                Exhibit
                  A-8

              	
                Form
                  of Class M-3 Certificates

              


      

      
        	
                Exhibit
                  A-9

              	
                Form
                  of Class M-4 Certificates

              


      

      
        	
                Exhibit
                  A-10

              	
                Form
                  of Class M-5 Certificates

              


      

      
        	
                Exhibit
                  A-11

              	
                Form
                  of Class M-6 Certificates

              


      

      
        	
                Exhibit
                  A-12

              	
                Form
                  of Class M-7 Certificates

              


      

      
        	
                Exhibit
                  A-13

              	
                Form
                  of Class M-8 Certificates

              


      

      
        	
                Exhibit
                  A-14

              	
                Form
                  of Class M-9 Certificates

              


      

      
        	
                Exhibit
                  A-15

              	
                Form
                  of Class M-10 Certificates

              


      

      
        	
                Exhibit
                  A-16

              	
                Form
                  of Class CE Certificate

              


      

      
        	
                Exhibit
                  A-17

              	
                Form
                  of Class P Certificate

              


      

      
        	
                Exhibit
                  A-18

              	
                Form
                  of Class R-I Certificate

              


      

      
        	
                Exhibit
                  A-19

              	
                Form
                  of Class R-II Certificate

              


      

      
        	
                Exhibit
                  B

              	
                [Reserved]

              


      

      
        	
                Exhibit
                  C-1

              	
                Form
                  of Trustee’s Initial Certification

              


      

      
        
          	
                  Exhibit
                    C-2

                	
                  Form
                    of Trustee’s Final Certification

                


        

        	
                Exhibit
                  D

              	
                Form
                  of Mortgage Loan Purchase Agreement

              


      

      
        	
                Exhibit
                  E

              	
                Request
                  for Release

              


      

      
        	
                Exhibit
                  F-1

              	
                Form
                  of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of the Private Certificates
                  Pursuant to
                  Rule 144A Under the 1933 Act

              


      

      
        	
                Exhibit
                  F-2

              	
                Form
                  of Transfer Affidavit and Agreement and Form of Transferor Affidavit
                  in
                  Connection with Transfer of Residual
                  Certificates

              


      

      
        	
                Exhibit
                  G

              	
                Form
                  of Certification with respect to ERISA and the
                  Code

              


      

      
        	
                Exhibit
                  H

              	
                Form
                  of Lost Note Affidavit

              


      

      
        	
                Exhibit
                  I-1

              	
                Form
                  of Servicer’s 10-K Certification

              


      

      
        	
                Exhibit
                  I-2

              	
                Form
                  of Certification to be Provided to Servicer by the
                  Trustee

              


      

      
        	
                Exhibit
                  J

              	
                Form
                  Servicing Criteria to be Addressed in Assessment of Compliance
                  

              


      

      
        	
                Exhibit
                  K-1

              	
                Form
                  of Swap Agreement

              


      

      
        	
                Exhibit
                  K-2

              	
                Schedule
                  of Swap Agreement Notional Balances

              


      

      
        	
                Exhibit
                  L

              	
                Form
                  of Report Pursuant to Section 13.01

              


      

      


      
        	
                Schedule
                  1

              	
                Mortgage
                  Loan Schedule

              


      

      
        	
                Schedule
                  2

              	
                Prepayment
                  Charge Schedule

              


      

      
        	
                Schedule
                  3

              	
                Perfection
                  Representations, Warranties and
                  Covenants

              


      

      
        	
                Schedule
                  4

              	
                Standard
                  File Layout Data Elements

              


      

      


      



      
        
          
          

        

        
          -vi-

          
            

          

        

        
          
          

        

      



      This
        Pooling and Servicing Agreement, is dated and effective as of December 1,
        2006,
        among STANWICH ASSET ACCEPTANCE COMPANY, L.L.C. as Depositor, NEW CENTURY
        MORTGAGE CORPORATION as Servicer and WELLS FARGO BANK, N.A. as
        Trustee.

      


      PRELIMINARY
        STATEMENT:

      


      The
        Depositor intends to sell pass-through certificates to be issued hereunder
        in
        multiple classes, which in the aggregate will evidence the entire beneficial
        ownership interest in each REMIC (as defined herein) created hereunder. The
        Trust Fund (as defined herein) will consist of a segregated pool of assets
        comprised of the Mortgage Loans and certain other related assets subject
        to this
        Agreement.

      


      REMIC
        I

      


      As
        provided herein, the Trustee will elect to treat the segregated pool of assets
        consisting of the Mortgage Loans and certain other related assets (other
        than
        any Servicer Prepayment Charge Payment Amounts, the Swap Account and the
        Swap
        Agreement) subject to this Agreement as a REMIC for federal income tax purposes,
        and such segregated pool of assets will be designated as “REMIC I.” The Class
        R-I Interest will be the sole class of “residual interests” in REMIC I for
        purposes of the REMIC Provisions (as defined herein). The following table
        irrevocably sets forth the designation, the REMIC I Remittance Rate, the
        initial
        Uncertificated Balance and, for purposes of satisfying Treasury regulation
        Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the
        REMIC I Regular Interests (as defined herein). None of the REMIC I Regular
        Interests will be certificated.

       

      
        	
                Designation

              	 	
                REMIC
                  I

                Remittance
                  Rate

              	 	
                Initial

                Uncertificated
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                I-LTAA

              	 	
                Variable
                  (2)

              	 	
                $1,152,407,759.28

              	 	
                January
                  25, 2037

              
	
                I-LTA1

              	 	
                Variable
                  (2)

              	 	
                $2,160,970.00

              	 	
                January
                  25, 2037

              
	
                I-LTA2

              	 	
                Variable
                  (2)

              	 	
                $1,258,190.00

              	 	
                January
                  25, 2037

              
	
                I-LTA3

              	 	
                Variable
                  (2)

              	 	
                $1,427,840.00

              	 	
                January
                  25, 2037

              
	
                I-LTA4

              	 	
                Variable
                  (2)

              	 	
                $363,720.00

              	 	
                January
                  25, 2037

              
	
                I-LTA5

              	 	
                Variable
                  (2)

              	 	
                $3,208,910.00

              	 	
                January
                  25, 2037

              
	
                I-LTM1

              	 	
                Variable
                  (2)

              	 	
                $676,160.00

              	 	
                January
                  25, 2037

              
	
                I-LTM2

              	 	
                Variable
                  (2)

              	 	
                $646,760.00

              	 	
                January
                  25, 2037

              
	
                I-LTM3

              	 	
                Variable
                  (2)

              	 	
                $217,550.00

              	 	
                January
                  25, 2037

              
	
                I-LTM4

              	 	
                Variable
                  (2)

              	 	
                $317,500.00

              	 	
                January
                  25, 2037

              
	
                I-LTM5

              	 	
                Variable
                  (2)

              	 	
                $241,060.00

              	 	
                January
                  25, 2037

              
	
                I-LTM6

              	 	
                Variable
                  (2)

              	 	
                $164,630.00

              	 	
                January
                  25, 2037

              
	
                I-LTM7

              	 	
                Variable
                  (2)

              	 	
                $205,790.00

              	 	
                January
                  25, 2037

              
	
                I-LTM8

              	 	
                Variable
                  (2)

              	 	
                $129,350.00

              	 	
                January
                  25, 2037

              
	
                I-LTM9

              	 	
                Variable
                  (2)

              	 	
                $176,390.00

              	 	
                January
                  25, 2037

              
	
                I-LTM10

              	 	
                Variable
                  (2)

              	 	
                $205,790.00

              	 	
                January
                  25, 2037

              
	
                I-LTZZ

              	 	
                Variable
                  (2)

              	 	
                $12,117,916.72

              	 	
                January
                  25, 2037

              
	
                I-LTP

              	 	
                Variable
                  (2)

              	 	
                $100.00

              	 	
                January
                  25, 2037

              


      

      _______________

      


      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following the maturity date for the
                  Mortgage
                  Loan with the latest maturity date has been designated as the “latest
                  possible maturity date” for each REMIC I Regular
                  Interest.

              


      

      


      
        	
                (2)

              	
                Calculated
                  in accordance with the definition of “REMIC I Remittance Rate”
                  herein.

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REMIC
        II

      


      As
        provided herein, the Trustee will elect to treat the segregated pool of assets
        consisting of the REMIC I Regular Interests as a REMIC for federal income
        tax
        purposes, and such segregated pool of assets will be designated as “REMIC II.”
The Class R-II Interest will evidence the sole class of “residual interests” in
        REMIC II for purposes of the REMIC Provisions under federal income tax law.
        The
        following table irrevocably sets forth the designation, the Pass-Through
        Rate,
        the initial aggregate Certificate Principal Balance and, for purposes of
        satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
        maturity date” for the indicated Classes of Certificates.


      


      
        	
                Designation

              	 	
                Pass-Through
                  Rate

              	 	
                Initial
                  Aggregate 

                Certificate
                  Principal 

                Balance

              	 	
                Latest
                  Possible Maturity 

                Date(1)

              
	
                Class
                  A-1(2)

              	 	
                Variable(2)

              	 	
                $216,097,000

              	 	
                February
                  25, 2031

              
	
                Class
                  A-2(2)

              	 	
                Variable(2)

              	 	
                $125,819,000

              	 	
                March
                  25, 2036

              
	
                Class
                  A-3(2)

              	 	
                Variable(2)

              	 	
                $142,784,000

              	 	
                October
                  25, 2036

              
	
                Class
                  A-4(2)

              	 	
                Variable(2

              	 	
                $36,372,000

              	 	
                November
                  25, 2036

              
	
                Class
                  A-5(2)

              	 	
                Variable(2)

              	 	
                $320,891,000

              	 	
                March
                  25, 2036

              
	
                Class
                  M-1(2)

              	 	
                Variable(2)

              	 	
                $67,616,000

              	 	
                January
                  25, 2037

              
	
                Class
                  M-2(2)

              	 	
                Variable(2)

              	 	
                $64,676,000

              	 	
                January
                  25, 2037

              
	
                Class
                  M-3(2)

              	 	
                Variable(2)

              	 	
                $21,755,000

              	 	
                January
                  25, 2037

              
	
                Class
                  M-4(2)

              	 	
                Variable(2)

              	 	
                $31,750,000

              	 	
                January
                  25, 2037

              
	
                Class
                  M-5(2)

              	 	
                Variable(2)

              	 	
                $24,106,000

              	 	
                January
                  25, 2037

              
	
                Class
                  M-6(2)

              	 	
                Variable(2)

              	 	
                $16,463,000

              	 	
                January
                  25, 2037

              
	
                Class
                  M-7(2)

              	 	
                Variable(2)

              	 	
                $20,579,000

              	 	
                January
                  25, 2037

              
	
                Class
                  M-8(2)

              	 	
                Variable(2)

              	 	
                $12,935,000

              	 	
                January
                  25, 2037

              
	
                Class
                  M-9(2)

              	 	
                Variable(2)

              	 	
                $17,639,000

              	 	
                January
                  25, 2037

              
	
                Class
                  M-10(2)

              	 	
                Variable(2)

              	 	
                $20,579,000

              	 	
                January
                  25, 2037

              
	
                Class
                  CE(3)

              	 	
                Variable(4)

              	 	
                $35,865,286

              	 	
                N/A

              
	
                Class
                  P

              	 	
                N/A(5)

              	 	
                $100.00

              	 	
                N/A

              


      

      _______________

      


      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following the maturity date for the
                  Mortgage
                  Loans with the latest maturity date has been designated as the
“latest
                  possible maturity date” for each Class of
                  Certificates.

              


      

      


      
        	
                (2)

              	
                Calculated
                  in accordance with the definition of “Pass-Through Rate” herein. The
                  Class A and Class M Certificates represent ownership of REMIC II
                  Regular Interests, together with certain rights to payments to
                  be made
                  from amounts received under the Swap Agreement which payments are
                  treated
                  for federal income tax purposes as being made outside of REMIC
                  II by the
                  holder of the Class CE Certificates, as the owner of the Swap
                  Agreement.

              


      

      


      
        	
                (3)

              	
                The
                  Class CE Certificates will be comprised of two REMIC II Regular
                  Interests,
                  a principal only regular interest designated REMIC II Regular Interest
                  CE-PO and an interest only regular interest designated REMIC II
                  Regular
                  Interest CE-IO, each of which will be entitled to distributions
                  as set
                  forth herein.

              


      

      


      
        	
                (4)

              	
                The
                  Class CE Certificates will accrue interest at its variable Pass-Through
                  Rate on the Notional Amount of the Class CE-IO outstanding from
                  time to
                  time which notional amount shall equal the aggregate Uncertificated
                  Balance of the REMIC I Regular Interests. The Class CE Certificates
                  will
                  not accrue interest on its Certificate Principal Balance. The rights
                  of
                  the Holder of the Class CE Certificates to payments from the Swap
                  Agreement shall be outside and apart from its rights under the
                  REMIC II
                  Regular Interests CE-IO and CE-PO.

              


      

      


      
        	
                (5)

              	
                The
                  Class P Certificates will not accrue
                  interest.

              


      

      


      As
        of the
        Cut-off Date, the Mortgage Loans had an aggregate Stated Principal Balance
        equal
        to $1,175,926,386.

      



      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      In
        consideration of the mutual agreements herein contained, the Depositor, the
        Servicer and the Trustee agree as follows:

      


      ARTICLE
        I

      


      DEFINITIONS

      


      SECTION
        1.01 Defined
        Terms.
        Whenever used in this Agreement, including, without limitation, in the
        Preliminary Statement hereto, the following words and phrases, unless the
        context otherwise requires, shall have the meanings specified in this Article.
        Unless otherwise specified, all calculations described herein shall be made
        on
        the basis of a 360-day year consisting of twelve 30-day months.

      


      “Accepted
        Servicing Practices”:
        The
        servicing standards set forth in Section
        3.01.

      


      “Accrued
        Certificate Interest”:
        With
        respect to any Class A Certificate, Mezzanine Certificate and the Class CE
        Certificates and each Distribution Date, interest accrued during the related
        Interest Accrual Period at the Pass-Through Rate for such Certificate for
        such
        Distribution Date on the Certificate Principal Balance, in the case of the
        Class
        A Certificates and the Mezzanine Certificates, or on the Notional Amount,
        in the
        case of the Class CE Certificates, of such Certificate immediately prior
        to such
        Distribution Date. The Class P Certificates are not entitled to distributions
        in
        respect of interest and, accordingly, will not accrue interest. All
        distributions of interest on the Class A Certificates and the Mezzanine
        Certificates will be calculated on the basis of a 360-day year and the actual
        number of days in the applicable Interest Accrual Period. All distributions
        of
        interest on the Class CE Certificates will be based on a 360-day year consisting
        of twelve 30-day months. Accrued Certificate Interest with respect to each
        Distribution Date, as to any Class A Certificate, Mezzanine Certificate or
        the
        Class CE Certificates, shall be reduced by an amount equal to the portion
        allocable to such Certificate pursuant to Section
        1.02
        hereof
        of the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for
        such
        Distribution Date to the extent not covered by payments pursuant to Section
        3.24
        and (b)
        the aggregate amount of any Relief Act Interest Shortfall, if any, for such
        Distribution Date. In addition, Accrued Certificate Interest with respect to
        each Distribution Date, as to the Class CE Certificates, shall be reduced
        by an
        amount equal to the portion allocable to the Class CE Certificates of Realized
        Losses, if any, pursuant to Section
        4.04
        hereof.

      


      “Additional
        Form 10-D Disclosure”
has
        the
        meaning set forth in Section
        4.06(a).

      


      “Additional
        Form 10-K Disclosure”
has
        the
        meaning set forth in Section
        4.06(b).

      


      “Additional
        Servicer”
means
        (i) each affiliated servicer meeting the requirements of Item 1108(a)(2)(ii)
        of
        Regulation AB that services any of the Mortgage Loans, and (ii) each
        unaffiliated servicer meeting the requirements of Item 1108(a)(2)(iii) of
        Regulation AB (other than the Trustee), who services 10% or more of the Mortgage
        Loans.

      


      “Adjustable-Rate
        Mortgage Loan”:
        Each
        of the Mortgage Loans identified on the Mortgage Loan Schedule as having
        a
        Mortgage Rate that is subject to adjustment.

      



      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      “Adjustment
        Date”:
        With
        respect to each Adjustable-Rate Mortgage Loan, the first day of the month
        in
        which the Mortgage Rate of such Mortgage Loan changes pursuant to the related
        Mortgage Note. The first Adjustment Date following the Cut-off Date as to
        each
        Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
        Schedule.

      


      “Advance”:
        As to
        any Mortgage Loan or REO Property, any advance made by the Servicer in respect
        of any Distribution Date pursuant to Section
        4.03.

      


      “Advance
        Facility”:
        As
        defined in Section
        3.26(a).

      


      “Advance
        Facility Trustee”:
        As
        defined in Section
        3.26(b).

      


      “Advancing
        Person”:
        As
        defined in Section
        3.26(a)
        hereof.

      


      “Affected
        Party”:
        As
        defined in the Swap Agreement.

      


      “Affiliate”:
        With
        respect to any specified Person, any other Person controlling or controlled
        by
        or under common control with such specified Person. For the purposes of this
        definition, “control” when used with respect to any specified Person means the
        power to direct the management and policies of such Person, directly or
        indirectly, whether through the ownership of voting securities, by contract
        or
        otherwise, and the terms “controlling”
and
        “controlled”
have
        meanings correlative to the foregoing.

      


      “Agreement”:
        This
        Pooling and Servicing Agreement and all amendments hereof and supplements
        hereto.

      


      “Allocated
        Realized Loss Amount”:
        With
        respect to any Distribution Date and any Class of Class A Certificates or
        Mezzanine Certificates, an amount equal to (x) the sum of (i) any Realized
        Losses allocated to such Class of Certificates on such Distribution Date
        and
        (ii) the amount of any Allocated Realized Loss Amount for such Class of
        Certificates remaining unpaid from previous Distribution Dates minus
        (y) the
        amount of the increase in the related Certificate Principal Balance due to
        the
        receipt of Subsequent Recoveries as provided in Section
        4.01.

      


      “Assignment”:
        An
        assignment of Mortgage, notice of transfer or equivalent instrument, in
        recordable form (excepting therefrom, if applicable, the mortgage recordation
        information which has not been required pursuant to Section
        2.01
        hereof
        or returned by the applicable recorder’s office), which is sufficient under the
        laws of the jurisdiction wherein the related Mortgaged Property is located
        to
        reflect of record the sale of the Mortgage, which assignment, notice of transfer
        or equivalent instrument may be in the form of one or more blanket assignments
        covering Mortgages secured by Mortgaged Properties located in the same county,
        if permitted by law.

      


      “Available
        Distribution Amount”:
        With
        respect to any Distribution Date, an amount equal to (1) the sum of (a) the
        aggregate of the amounts on deposit in the Custodial Account and Certificate
        Account as of the close of business on the related Determination Date, (b)
        the
        aggregate of any amounts received in respect of an REO Property withdrawn
        from
        any REO Account and deposited in the Certificate Account for such Distribution
        Date pursuant to Section
        3.23,
        (c) the
        aggregate of any amounts deposited in the Certificate Account by the Servicer
        in
        respect of Prepayment Interest Shortfalls for such Distribution Date pursuant
        to
Section
        3.24,
        (d) the
        aggregate of any Advances made by the Servicer for such Distribution Date
        pursuant to Section
        4.03
        and (e)
        the aggregate of any Advances made by the Trustee as successor Servicer or
        any
        other successor Servicer for such Distribution Date pursuant to Section
        7.02,
        reduced
        (to not less than zero), by (2) the portion of the amount described in
clause
        (1)(a)
        above
        that represents (i) Monthly Payments on the Mortgage Loans received from
        a
        Mortgagor on or prior to the Determination Date but due during any Due Period
        subsequent to the related Due Period, (ii) Principal Prepayments on the Mortgage
        Loans received after the related Prepayment Period (together with any interest
        payments received with such Principal Prepayments to the extent they represent
        the payment of interest accrued on the Mortgage Loans during a period subsequent
        to the related Prepayment Period) (other than Prepayment Charges), (iii)
        Liquidation Proceeds and Insurance Proceeds received in respect of the Mortgage
        Loans after the related Prepayment Period, (iv) amounts reimbursable or payable
        to the Depositor, the Servicer, the Trustee, the Custodian, the Seller or
        any
        Sub-Servicer pursuant to Section
        3.11,
        Section
        3.12,
        Section
        8.05
        or
        otherwise payable in respect of Extraordinary Trust Fund Expenses, (v) the
        Trustee Fee payable from the Certificate Account pursuant to Section
        8.05,
        (vi)
        amounts deposited in the Custodial Account or the Certificate Account in
        error,
        (vii) the amount of any Prepayment Charges collected by the Servicer in
        connection with the Principal Prepayment of any of the Mortgage Loans or
        any
        Servicer Prepayment Charge Payment Amount and (viii) any Net Swap Payment
        owed
        to the Swap Counterparty and Swap Termination Payments owed to the Swap
        Counterparty not due to a Swap Counterparty Trigger Event for such Distribution
        Date.

      



      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      “Bankruptcy
        Code”:
        The
        Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as
        amended.

      


      “Bankruptcy
        Loss”:
        With
        respect to any Mortgage Loan, a Realized Loss resulting from a Deficient
        Valuation or Debt Service Reduction.

      


      “Bloomberg”:
        As
        defined in Section
        4.02.

      


      “Book-Entry
        Certificate”:
        The
        Class A Certificates and the Mezzanine Certificates for so long as the
        Certificates of such Class shall be registered in the name of the Depository
        or
        its nominee.

      


      “Book-Entry
        Custodian”:
        The
        custodian appointed pursuant to Section
        5.01.

      


      “Business
        Day”:
        Any
        day other than a Saturday, a Sunday or a day on which banking or savings
        and
        loan institutions in the State of California, the State of New York or in
        any
        city in which the Corporate Trust Office of the Trustee is located, are
        authorized or obligated by law or executive order to be closed.

      


      “Cash-Out
        Refinancing”:
        A
        Refinanced Mortgage Loan the proceeds of which are more than a nominal amount
        in
        excess of the principal balance of any existing first mortgage or subordinate
        mortgage on the related Mortgaged Property and any closing costs related
        to such
        Refinance Mortgage Loan.

      



      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      “Certificate”:
        Any
        one of the Carrington Mortgage Loan Trust, Series 2006-NC5 Asset-Backed
        Pass-Through Certificates, Class A-1, Class A-2, Class A-3, Class A-4, Class
        A-5, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
        M-7, Class M-8, Class M-9, Class M-10, Class CE, Class P and Class R issued
        under this Agreement.

      


      “Certificate
        Account”:
        The
        trust account or accounts created and maintained by the Trustee pursuant
        to
Section
        3.10(b),
        which
        shall be entitled “Wells Fargo Bank, N.A., as Trustee, in trust for the
        registered holders of Carrington Mortgage Loan Trust, Series 2006-NC5
        Asset-Backed Pass-Through Certificates.” The Certificate Account must be an
        Eligible Account.

      


      “Certificate
        Factor”:
        With
        respect to any Class of Regular Certificates as of any Distribution Date,
        a
        fraction, expressed as a decimal carried to six places, the numerator of
        which
        is the aggregate Certificate Principal Balance (or the Notional Amount, in
        the
        case of the Class CE Certificates) of such Class of Certificates on such
        Distribution Date (after giving effect to any distributions of principal
        and in
        the case of the Class A Certificates, the Mezzanine Certificates and the
        Class
        CE Certificates, the allocations of Realized Losses in reduction of the
        Certificate Principal Balance (or the Notional Amount, in the case of the
        Class
        CE Certificates) of such Class of Certificates to be made on such Distribution
        Date), and the denominator of which is the initial aggregate Certificate
        Principal Balance (or the Notional Amount, in the case of the Class CE
        Certificates) of such Class of Certificates as of the Closing Date.

      


      “Certificateholder”
or
        “Holder”:
        The
        Person in whose name a Certificate is registered in the Certificate Register,
        except that a Disqualified Organization or a Non-United States Person shall
        not
        be a Holder of a Residual Certificate for any purpose hereof and, solely
        for the
        purpose of giving any consent pursuant to this Agreement, any Certificate
        registered in the name of the Depositor or the Servicer or any Affiliate
        thereof
        shall be deemed not to be outstanding and the Voting Rights to which it is
        entitled shall not be taken into account in determining whether the requisite
        percentage of Voting Rights necessary to effect any such consent has been
        obtained, except as otherwise provided in Section
        13.01.
        The
        Trustee may conclusively rely upon a certificate of the Depositor or the
        Servicer in determining whether a Certificate is held by an Affiliate thereof.
        All references herein to “Holders” or “Certificateholders” shall reflect the
        rights of Certificate Owners as they may indirectly exercise such rights
        through
        the Depository and participating members thereof, except as otherwise specified
        herein; provided,
        however,
        that
        the Trustee shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate
        Register.

      


      “Certificate
        Owner”:
        With
        respect to a Book-Entry Certificate, the Person who is the beneficial owner
        of
        such Certificate as reflected on the books of the Depository or on the books
        of
        a Depository Participant or on the books of an indirect participating brokerage
        firm for which a Depository Participant acts as agent.

      


      “Certificate
        Principal Balance”:
        With
        respect to each Class A Certificate, Mezzanine Certificate or Class P
        Certificate as of any date of determination, the Certificate Principal Balance
        of such Certificate on the Distribution Date immediately prior to such date
        of
        determination plus
        any
        Subsequent Recoveries added to the Certificate Principal Balance of such
        Certificate pursuant to Section
        4.01,
        minus
        all
        distributions allocable to principal made thereon and, in the case of the
        Class
        A Certificates and the Mezzanine Certificates, Realized Losses allocated
        thereto
        on such immediately prior Distribution Date (or, in the case of any date
        of
        determination up to and including the first Distribution Date, the initial
        Certificate Principal Balance of such Certificate, as stated on the face
        thereof). With respect to the Class CE Certificates as of any date of
        determination, an amount equal to the Percentage Interest evidenced by such
        Certificate times the excess, if any, of (A) the then aggregate Uncertificated
        Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate
        Principal Balance of the Class A Certificates, the Mezzanine Certificates
        and
        the Class P Certificates then outstanding.

      



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      “Certificate
        Register”:
        The
        register maintained pursuant to Section
        5.02.

      


      “Class”:
        Collectively, all of the Certificates bearing the same class
        designation.

      


      “Class
        A-1 Certificates”:
        Any
        one of the Class A-1 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-1
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      


      “Class
        A-2 Certificates”:
        Any
        one of the Class A-2 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-2
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      


      “Class
        A-3 Certificates”:
        Any
        one of the Class A-3 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-3
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      


      “Class
        A-4 Certificates”:
        Any
        one of the Class A-4 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-4
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      


      “Class
        A-5 Certificates”:
        Any
        one of the Class A-5 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-5
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      


      “Class
        A Certificates”:
        Collectively, the Class A-1 Certificates, the Class A-2 Certificates, the
        Class
        A-3 Certificates, the Class A-4 Certificates and the Class A-5
        Certificates.

      


      “Class
        A Principal Distribution Amount”:
        With
        respect to any Distribution Date, the excess of (x) the aggregate Certificate
        Principal Balance of the Class A Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) the applicable
        Subordination Percentage and (ii) the aggregate Stated Principal Balance
        of the
        Mortgage Loans as of the last day of the related Due Period and (B) the excess,
        if any, of the aggregate Stated Principal Balance of the Mortgage Loans as
        of
        the last day of the related Due Period over
        the
        Overcollateralization Floor Amount.

      



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      “Class
        CE Certificate”:
        Any
        one of the Class CE Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-16
        and
        evidencing two Regular Interests in REMIC II for purposes of the REMIC
        Provisions together with certain rights to payments under the Swap
        Agreement.

      


      “Class
        M-1 Certificate”:
        Any
        one of the Class M-1 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-6
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      


      “Class
        M-1 Principal Distribution Amount”:
        With
        respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
        Certificate Principal Balance of the Class A Certificates (after taking into
        account the distribution of the Class A Principal Distribution Amount on
        such
        Distribution Date) and (ii) the Certificate Principal Balance of the Class
        M-1
        Certificates immediately prior to such Distribution Date over (y) the lesser
        of
        (A) the product of (i) the applicable Subordination Percentage and (ii) the
        aggregate Stated Principal Balance of the Mortgage Loans as of the last day
        of
        the related Due Period and (B) the excess, if any, of the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period over
        the
        Overcollateralization Floor Amount.

      


      “Class
        M-2 Certificate”:
        Any
        one of the Class M-2 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-7
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      


      “Class
        M-2 Principal Distribution Amount”:
        With
        respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
        Certificate Principal Balance of the Class A Certificates (after taking into
        account the distribution of the Class A Principal Distribution Amount on
        such
        Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
        Certificates (after taking into account the distribution of the Class M-1
        Principal Distribution Amount on such Distribution Date) and (iii) the
        Certificate Principal Balance of the Class M-2 Certificates immediately prior
        to
        such Distribution Date over (y) the lesser of (A) the product of (i) the
        applicable Subordination Percentage and (ii) the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        and
        (B) the excess, if any, of the aggregate Stated Principal Balance of the
        Mortgage Loans as of the last day of the related Due Period over
        the
        Overcollateralization Floor Amount.

      


      “Class
        M-3 Certificate”:
        Any
        one of the Class M-3 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-8
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and
        (ii)
        the right to receive payments
        from the
        Swap Account to the extent described herein.

      



      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      “Class
        M-3 Principal Distribution Amount”:
        With
        respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
        Certificate Principal Balance of the Class A Certificates (after taking into
        account the distribution of the Class A Principal Distribution Amount on
        such
        Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
        Certificates (after taking into account the distribution of the Class M-1
        Principal Distribution Amount on such Distribution Date), (iii) the Certificate
        Principal Balance of the Class M-2 Certificates (after taking into account
        the
        distribution of the Class M-2 Principal Distribution Amount on such Distribution
        Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) the applicable Subordination Percentage and (ii) the aggregate
        Stated Principal Balance of the Mortgage Loans as of the last day of the
        related
        Due Period and (B) the excess, if any, of the aggregate Stated Principal
        Balance
        of the Mortgage Loans as of the last day of the related Due Period over
        the
        Overcollateralization Floor Amount.

      


      “Class
        M-4 Certificate”:
        Any
        one of the Class M-4 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-9
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      


      “Class
        M-4 Principal Distribution Amount”:
        With
        respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
        Certificate Principal Balance of the Class A Certificates (after taking into
        account the distribution of the Class A Principal Distribution Amount on
        such
        Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
        Certificates (after taking into account the distribution of the Class M-1
        Principal Distribution Amount on such Distribution Date), (iii) the Certificate
        Principal Balance of the Class M-2 Certificates (after taking into account
        the
        distribution of the Class M-2 Principal Distribution Amount on such Distribution
        Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
        (after taking into account the distribution of the Class M-3 Principal
        Distribution Amount on such Distribution Date) and (v) the Certificate Principal
        Balance of the Class M-4 Certificates immediately prior to such Distribution
        Date over (y) the lesser of (A) the product of (i) the applicable Subordination
        Percentage and (ii) the aggregate Stated Principal Balance of the Mortgage
        Loans
        as of the last day of the related Due Period and (B) the excess, if any,
        of the
        aggregate Stated Principal Balance of the Mortgage Loans as of the last day
        of
        the related Due Period over
        the
        Overcollateralization Floor Amount.

      


      “Class
        M-5 Certificate”:
        Any
        one of the Class M-5 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-10
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      


      “Class
        M-5 Principal Distribution Amount”:
        With
        respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
        Certificate Principal Balance of the Class A Certificates (after taking into
        account the distribution of the Class A Principal Distribution Amount on
        such
        Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
        Certificates (after taking into account the distribution of the Class M-1
        Principal Distribution Amount on such Distribution Date), (iii) the Certificate
        Principal Balance of the Class M-2 Certificates (after taking into account
        the
        distribution of the Class M-2 Principal Distribution Amount on such Distribution
        Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
        (after taking into account the distribution of the Class M-3 Principal
        Distribution Amount on such Distribution Date), (v) the Certificate Principal
        Balance of the Class M-4 Certificates (after taking into account the
        distribution of the Class M-4 Principal Distribution Amount on such Distribution
        Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) the applicable Subordination Percentage and (ii) the aggregate
        Stated Principal Balance of the Mortgage Loans as of the last day of the
        related
        Due Period and (B) the excess, if any, of the aggregate Stated Principal
        Balance
        of the Mortgage Loans as of the last day of the related Due Period over
        the
        Overcollateralization Floor Amount.

      



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      “Class
        M-6 Certificate”:
        Any
        one of the Class M-6 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-11
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      


      “Class
        M-6 Principal Distribution Amount”:
        With
        respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
        Certificate Principal Balance of the Class A Certificates (after taking into
        account the distribution of the Class A Principal Distribution Amount on
        such
        Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
        Certificates (after taking into account the distribution of the Class M-1
        Principal Distribution Amount on such Distribution Date), (iii) the Certificate
        Principal Balance of the Class M-2 Certificates (after taking into account
        the
        distribution of the Class M-2 Principal Distribution Amount on such Distribution
        Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
        (after taking into account the distribution of the Class M-3 Principal
        Distribution Amount on such Distribution Date), (v) the Certificate Principal
        Balance of the Class M-4 Certificates (after taking into account the
        distribution of the Class M-4 Principal Distribution Amount on such Distribution
        Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
        (after taking into account the distribution of the Class M-5 Principal
        Distribution Amount on such Distribution Date) and (vii) the Certificate
        Principal Balance of the Class M-6 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) the applicable
        Subordination Percentage and (ii) the aggregate Stated Principal Balance
        of the
        Mortgage Loans as of the last day of the related Due Period and (B) the excess,
        if any, of the aggregate Stated Principal Balance of the Mortgage Loans as
        of
        the last day of the related Due Period over
        the
        Overcollateralization Floor Amount.

      


      “Class
        M-7 Certificate”:
        Any
        one of the Class M-7 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-12
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      



      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      “Class
        M-7 Principal Distribution Amount”:
        With
        respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
        Certificate Principal Balance of the Class A Certificates (after taking into
        account the distribution of the Class A Principal Distribution Amount on
        such
        Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
        Certificates (after taking into account the distribution of the Class M-1
        Principal Distribution Amount on such Distribution Date), (iii) the Certificate
        Principal Balance of the Class M-2 Certificates (after taking into account
        the
        distribution of the Class M-2 Principal Distribution Amount on such Distribution
        Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
        (after taking into account the distribution of the Class M-3 Principal
        Distribution Amount on such Distribution Date), (v) the Certificate Principal
        Balance of the Class M-4 Certificates (after taking into account the
        distribution of the Class M-4 Principal Distribution Amount on such Distribution
        Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
        (after taking into account the distribution of the Class M-5 Principal
        Distribution Amount on such Distribution Date), (vii) the Certificate Principal
        Balance of the Class M-6 Certificates (after taking into account the
        distribution of the Class M-6 Principal Distribution Amount on such Distribution
        Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) the applicable Subordination Percentage and (ii) the aggregate
        Stated Principal Balance of the Mortgage Loans as of the last day of the
        related
        Due Period and (B) the excess, if any, of the aggregate Stated Principal
        Balance
        of the Mortgage Loans as of the last day of the related Due Period over
        the
        Overcollateralization Floor Amount.

      


      “Class
        M-8 Certificate”:
        Any
        one of the Class M-8 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-13
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      


      “Class
        M-8 Principal Distribution Amount”:
        With
        respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
        Certificate Principal Balance of the Class A Certificates (after taking into
        account the distribution of the Class A Principal Distribution Amount on
        such
        Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
        Certificates (after taking into account the distribution of the Class M-1
        Principal Distribution Amount on such Distribution Date), (iii) the Certificate
        Principal Balance of the Class M-2 Certificates (after taking into account
        the
        distribution of the Class M-2 Principal Distribution Amount on such Distribution
        Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
        (after taking into account the distribution of the Class M-3 Principal
        Distribution Amount on such Distribution Date), (v) the Certificate Principal
        Balance of the Class M-4 Certificates (after taking into account the
        distribution of the Class M-4 Principal Distribution Amount on such Distribution
        Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
        (after taking into account the distribution of the Class M-5 Principal
        Distribution Amount on such Distribution Date), (vii) the Certificate Principal
        Balance of the Class M-6 Certificates (after taking into account the
        distribution of the Class M-6 Principal Distribution Amount on such Distribution
        Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
        (after taking into account the distribution of the Class M-7 Principal
        Distribution Amount on such Distribution Date) and (ix) the Certificate
        Principal Balance of the Class M-8 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) the applicable
        Subordination Percentage and (ii) the aggregate Stated Principal Balance
        of the
        Mortgage Loans as of the last day of the related Due Period and (B) the excess,
        if any, of the aggregate Stated Principal Balance of the Mortgage Loans as
        of
        the last day of the related Due Period over
        the
        Overcollateralization Floor Amount.

      



      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      “Class
        M-9 Certificate”:
        Any
        one of the Class M-9 Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-14
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      


      “Class
        M-9 Principal Distribution Amount”:
        With
        respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
        Certificate Principal Balance of the Class A Certificates (after taking into
        account the distribution of the Class A Principal Distribution Amount on
        such
        Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
        Certificates (after taking into account the distribution of the Class M-1
        Principal Distribution Amount on such Distribution Date), (iii) the Certificate
        Principal Balance of the Class M-2 Certificates (after taking into account
        the
        distribution of the Class M-2 Principal Distribution Amount on such Distribution
        Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
        (after taking into account the distribution of the Class M-3 Principal
        Distribution Amount on such Distribution Date), (v) the Certificate Principal
        Balance of the Class M-4 Certificates (after taking into account the
        distribution of the Class M-4 Principal Distribution Amount on such Distribution
        Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
        (after taking into account the distribution of the Class M-5 Principal
        Distribution Amount on such Distribution Date), (vii) the Certificate Principal
        Balance of the Class M-6 Certificates (after taking into account the
        distribution of the Class M-6 Principal Distribution Amount on such Distribution
        Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
        (after taking into account the distribution of the Class M-7 Principal
        Distribution Amount on such Distribution Date), (ix) the Certificate Principal
        Balance of the Class M-8 Certificates (after taking into account the
        distribution of the Class M-8 Principal Distribution Amount on such Distribution
        Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) the applicable Subordination Percentage and (ii) the aggregate
        Stated Principal Balance of the Mortgage Loans as of the last day of the
        related
        Due Period and (B) the excess, if any, of the aggregate Stated Principal
        Balance
        of the Mortgage Loans as of the last day of the related Due Period over
        the
        Overcollateralization Floor Amount.

      


      “Class
        M-10 Certificate”:
        Any
        one of the Class M-10 Certificates executed, authenticated and delivered
        by the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-15
        and
        evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
        Provisions and (ii) the right to receive payments from the Swap Account to
        the
        extent described herein.

      


      “Class
        M-10 Principal Distribution Amount”:
        With
        respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
        Certificate Principal Balance of the Class A Certificates (after taking into
        account the distribution of the Class A Principal Distribution Amount on
        such
        Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
        Certificates (after taking into account the distribution of the Class M-1
        Principal Distribution Amount on such Distribution Date), (iii) the Certificate
        Principal Balance of the Class M-2 Certificates (after taking into account
        the
        distribution of the Class M-2 Principal Distribution Amount on such Distribution
        Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
        (after taking into account the distribution of the Class M-3 Principal
        Distribution Amount on such Distribution Date), (v) the Certificate Principal
        Balance of the Class M-4 Certificates (after taking into account the
        distribution of the Class M-4 Principal Distribution Amount on such Distribution
        Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
        (after taking into account the distribution of the Class M-5 Principal
        Distribution Amount on such Distribution Date), (vii) the Certificate Principal
        Balance of the Class M-6 Certificates (after taking into account the
        distribution of the Class M-6 Principal Distribution Amount on such Distribution
        Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
        (after taking into account the distribution of the Class M-7 Principal
        Distribution Amount on such Distribution Date), (ix) the Certificate Principal
        Balance of the Class M-8 Certificates (after taking into account the
        distribution of the Class M-8 Principal Distribution Amount on such Distribution
        Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
        (after taking into account the distribution of the Class M-9 Principal
        Distribution Amount on such Distribution Date) and (xi) the Certificate
        Principal Balance of the Class M-10 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) the applicable
        Subordination Percentage and (ii) the aggregate Stated Principal Balance
        of the
        Mortgage Loans as of the last day of the related Due Period and (B) the excess,
        if any, of the aggregate Stated Principal Balance of the Mortgage Loans as
        of
        the last day of the related Due Period over
        the
        Overcollateralization Floor Amount.

      



      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      “Class
        M Principal Distribution Amount”:
        The
        Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
        Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
        Distribution Amount, the Class M-5 Principal Distribution Amount, the Class
        M-6
        Principal Distribution Amount, the Class M-7 Principal Distribution Amount,
        the
        Class M-8 Principal Distribution Amount, the Class M-9 Principal Distribution
        Amount or the Class M-10 Principal Distribution Amount, as
        applicable.

      


      “Class
        P Certificate”:
        Any
        one of the Class P Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-17
        and
        evidencing a Regular Interest in REMIC II for purposes of the REMIC
        Provisions.

      


      “Class
        R Certificate”:
        Any
        one of the Class R Certificates executed, authenticated and delivered by
        the
        Trustee, substantially in the form annexed hereto as Exhibit
        A-18
        and
Exhibit A-19
        evidencing the ownership of the Class R-I Interest and the Class R-II Interest,
        respectively.

      


      “Class
        R-I Interest”:
        The
        uncertificated Residual Interest in REMIC I.

      


      “Class
        R-II Interest”:
        The
        uncertificated Residual Interest in REMIC II.

      


      “Closing
        Date”:
        December 19, 2006.

      


      “Code”:
        The
        Internal Revenue Code of 1986, as amended.

      


      “Commission”:
        The
        Securities and Exchange Commission.

      


      “Controlling
        Person”
means,
        with respect to any Person, any other Person who “controls” such Person within
        the meaning of the Securities Act.

      



      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      “Corporate
        Trust Office”:
        The
        principal corporate trust office of the Trustee at which at any particular
        time
        its corporate trust business in connection with this Agreement shall be
        administered, which office at the date of the execution of this Agreement
        is
        located at (i) for purposes of the transfer and exchange of the certificates,
        Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention:
        Corporate Trust Services - Carrington 2006-NC5, and (ii) for all other purposes,
        9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager
        -
        Carrington 2006-NC5.

      


      “Corresponding
        Certificate”:
        With
        respect to each REMIC I Regular Interest set forth below, the Regular
        Certificate set forth in the table below:

       

      
        	
                REMIC
                  I Regular Interest

              	
                Certificate

              
	
                I-LTA1

              	
                Class
                  A-1

              
	
                I-LTA2

              	
                Class
                  A-2

              
	
                I-LTA3

              	
                Class
                  A-3

              
	
                I-LTA4

              	
                Class
                  A-4

              
	
                I-LTA5

              	
                Class
                  A-5

              
	
                I-LTM1

              	
                Class
                  M-1

              
	
                I-LTM2

              	
                Class
                  M-2

              
	
                I-LTM3

              	
                Class
                  M-3

              
	
                I-LTM4

              	
                Class
                  M-4

              
	
                I-LTM5

              	
                Class
                  M-5

              
	
                I-LTM6

              	
                Class
                  M-6

              
	
                I-LTM7

              	
                Class
                  M-7

              
	
                I-LTM8

              	
                Class
                  M-8

              
	
                I-LTM9

              	
                Class
                  M-9

              
	
                I-LTM10

              	
                Class
                  M-10

              
	
                I-LTP

              	
                Class
                  P

              


      

       

      “Credit
        Enhancement Percentage”:
        For
        any Distribution Date and for any Class of Certificates, the percentage
        equivalent of a fraction, the numerator of which is the sum of the aggregate
        Certificate Principal Balance of the Classes of Certificates with a lower
        distribution priority than such Class (including the Class CE Certificates),
        calculated after taking into account payments of principal on the Mortgage
        Loans
        and distribution of the Principal Distribution Amount to the Holders of the
        Certificates then entitled to distributions of principal on such Distribution
        Date, and the denominator of which is the aggregate Stated Principal Balance
        of
        the Mortgage Loans as of the last day of the related Due Period (after giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period).

      


      “Credit
        Support Depletion Date”:
        The
        first Distribution Date on which the Certificate Principal Balances of the
        Mezzanine Certificates and Class CE Certificates have been reduced to
        zero.

      


      “Custodial
        Agreement”:
        The
        custodial agreement dated as of the Closing Date, among the Servicer, the
        Trustee and the Custodian providing for the safekeeping of the Mortgage Files
        on
        behalf of the Trustee in accordance with this Agreement.

      



      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      “Custodial
        Account”:
        The
        account or accounts created and maintained, or caused to be created and
        maintained, by the Servicer pursuant to Section
        3.10(a),
        which
        shall be entitled “New Century Mortgage Corporation, as Servicer for Wells Fargo
        Bank, N.A., as Trustee, in trust for the registered holders of Carrington
        Mortgage Loan Trust, Series 2006-NC5, Asset-Backed Pass-Through Certificates.”
The Custodial Account must be an Eligible Account.

      


      “Custodian”:
        A
        Custodian, which shall initially be Deutsche Bank National Trust Company
        pursuant to the Custodial Agreement.

      


      “Custodian
        Fee”:
        The
        amount payable to the Custodian by the Trustee as compensation for all services
        rendered by it under the Custodial Agreement, as agreed upon by the Trustee
        and
        the Custodian.

      


      “Cut-off
        Date”:
        With
        respect to each Original Mortgage Loan, December 1, 2006. With respect to
        all
        Qualified Substitute Mortgage Loans, their respective dates of substitution.
        References herein to the “Cut-off Date,” when used with respect to more than one
        Mortgage Loan, shall be to the respective Cut-off Dates for each such Mortgage
        Loan.

      


      “Debt
        Service Reduction”:
        With
        respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment
        for
        such Mortgage Loan by a court of competent jurisdiction in a proceeding under
        the Bankruptcy Code, except such a reduction resulting from a Deficient
        Valuation.

      


      “Defaulting
        Party”:
        As
        defined in the Swap Agreement.

      


      “Deficient
        Valuation”:
        With
        respect to any Mortgage Loan, a valuation of the related Mortgaged Property
        by a
        court of competent jurisdiction in an amount less than the then outstanding
        Stated Principal Balance of the Mortgage Loan, which valuation results from
        a
        proceeding initiated under the Bankruptcy Code.

      


      “Definitive
        Certificates”:
        As
        defined in Section
        5.01(b).

      


      “Deleted
        Mortgage Loan”:
        A
        Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage
        Loan.

      


      “Delinquency
        Percentage”:
        As
        of the
        last day of the related Due Period, the percentage equivalent of a fraction,
        the
        numerator
        of
        which is the aggregate unpaid principal balance of the
        Rolling
        Three-Month Delinquency Average of the Mortgage Loans and the denominator
        of
        which is the aggregate unpaid principal balance of the Mortgage Loans and
        REO
        Properties as of the last day of the previous calendar month; provided,
        however,
        that
        any Mortgage Loan purchased by the Servicer pursuant to Section 3.16(c)
        shall
        not be included in either the numerator or the denominator for purposes of
        calculating the Delinquency Percentage.

      


      “Depositor”:
        Stanwich Asset Acceptance Company, L.L.C., a Delaware limited liability company,
        or its successor in interest.

      



      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      “Depository”:
        The
        Depository Trust Company, or any successor Depository hereafter named. The
        nominee of the initial Depository, for purposes of registering those
        Certificates that are to be Book-Entry Certificates, is Cede & Co. The
        Depository shall at all times be a “clearing corporation” as defined in Section
        8-102(a)(5) of the Uniform Commercial Code of the State of New York and a
        “clearing agency” registered pursuant to the provisions of Section 17A of the
        Exchange Act.

      


      “Depository
        Institution”:
        Any
        depository institution or trust company, including the Trustee, that (a)
        is
        incorporated under the laws of the United States of America or any State
        thereof, (b) is subject to supervision and examination by federal or state
        banking authorities and (c) has outstanding unsecured commercial paper or
        other
        short-term unsecured debt obligations (or, in the case of a depository
        institution that is the principal subsidiary of a holding company, such holding
        company has unsecured commercial paper or other short-term unsecured debt
        obligations) that are rated at least P-1 by Moody’s, F-1 by Fitch (if rated by
        Fitch) and A-1+ by S&P.

      


      “Depository
        Participant”:
        A
        broker, dealer, bank or other financial institution or other Person for whom
        from time to time a Depository effects book-entry transfers and pledges of
        securities deposited with the Depository.

      


      “Determination
        Date”:
        With
        respect to each Distribution Date, the 15th
        day of
        the calendar month in which such Distribution Date occurs or, if such
        15th
        day is
        not a Business Day, the Business Day immediately preceding such 15th
        day.

      


      “Directly
        Operate”:
        With
        respect to any REO Property, the furnishing or rendering of services to the
        tenants thereof, the management or operation of such REO Property, the holding
        of such REO Property primarily for sale to customers, the performance of
        any
        construction work thereon or any use of such REO Property in a trade or business
        conducted by REMIC I other than through an Independent Contractor; provided,
        however,
        that
        the Trustee (or the Servicer on behalf of the Trustee) shall not be considered
        to Directly Operate an REO Property solely because the Trustee (or the Servicer
        on behalf of the Trustee) establishes rental terms, chooses tenants, enters
        into
        or renews leases, makes payment on or otherwise discharges tax or insurance
        obligations, or makes decisions as to repairs or capital expenditures with
        respect to such REO Property.

      


      “Disqualified
        Organization”:
        Any
        organization defined as a “disqualified organization” under Section 860E(e)(5)
        of the Code, including, if not otherwise included, any of the following:
        (i) the
        United States, any State or political subdivision thereof, any possession
        of the
        United States, or any agency or instrumentality of any of the foregoing (other
        than an instrumentality which is a corporation if all of its activities are
        subject to tax and, except for Freddie Mac, a majority of its board of directors
        is not selected by such governmental unit), (ii) any foreign government,
        any
        international organization, or any agency or instrumentality of any of the
        foregoing, (iii) any organization (other than certain farmers’ cooperatives
        described in Section 521 of the Code) which is exempt from the tax imposed
        by
        Chapter 1 of the Code (including the tax imposed by Section 511 of the Code
        on
        unrelated business taxable income), (iv) rural electric and telephone
        cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing
        large partnership” and (vi) any other Person as set forth in an Opinion of
        Counsel delivered to the Trustee and the Depositor to the effect that the
        holding of an Ownership Interest in a Residual Certificate by such Person
        may
        cause any Trust REMIC or any Person having an Ownership Interest in any Class
        of
        Certificates (other than such Person) to incur a liability for any federal
        tax
        imposed under the Code that would not otherwise be imposed but for the Transfer
        of an Ownership Interest in a Residual Certificate to such Person. The terms
        “United States,” “State” and “international organization” shall have the
        meanings set forth in Section 7701 of the Code or successor
        provisions.

      



      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      “Distribution
        Date”:
        The
        25th
        day of
        any month, or if such 25th
        day is
        not a Business Day, the Business Day immediately following such 25th
        day,
        commencing in January 2007.

      


      “Due
        Date”:
        With
        respect to each Mortgage Loan and any Distribution Date, the first day of
        the
        calendar month in which such Distribution Date occurs on which the Monthly
        Payment for such Mortgage Loan was due (or, in the case of any Mortgage Loan
        under terms of which the Monthly Payment for such Mortgage Loan was due on
        a day
        other than the first day of the calendar month in which such Distribution
        Date
        occurs, the day during the related Due Period on which such Monthly Payment
        was
        due), in each case exclusive of any days of grace.

      


      “Due
        Period”:
        With
        respect to any Distribution Date, the period commencing on the second day
        of the
        month immediately preceding the month in which such Distribution Date occurs
        and
        ending on the first day of the month of such Distribution Date.

      


      “EDGAR”:
        As
        defined in Section
        4.06.

      


      “Eligible
        Account”:
        Any of
        (i) an account or accounts maintained with a Depository Institution, (ii)
        an
        account or accounts the deposits in which are fully insured by the FDIC or
        (iii) a segregated non-interest bearing trust account or accounts
        maintained with the corporate trust department of a federal depository
        institution or state-chartered depository institution subject to regulations
        regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal
        Regulation Section 9.10(b), which, in either case, has corporate trust powers,
        acting in its fiduciary capacity.

      


      “ERISA”:
        The
        Employee Retirement Income Security Act of 1974, as amended.

      


      “Escrow
        Payments”:
        As
        defined in Section
        3.09.

      


      “Excess
        Overcollateralized Amount”:
        With
        respect to the Class A Certificates and the Mezzanine Certificates and any
        Distribution Date, the excess, if any, of (i) the Overcollateralization Amount
        for such Distribution Date (calculated for this purpose only after assuming
        that
        100% of the Principal Remittance Amount on such Distribution Date has been
        distributed) over (ii) the Overcollateralization Target Amount for such
        Distribution Date.

      


      “Exchange
        Act”:
        As
        defined in Section
        4.06.

      


      “Expense
        Adjusted Mortgage Rate”:
        With
        respect to any Mortgage Loan (or the related REO Property), as of any date
        of
        determination, a per annum rate of interest equal to the then applicable
        Mortgage Rate thereon as of the first day of the related Due Period minus
        the sum
        of (i) the Trustee Fee Rate and (ii) the Servicing Fee Rate.

      



      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      “Extraordinary
        Trust Fund Expense”:
        Any
        amounts reimbursable to the Trustee or any director, officer, employee or
        agent
        of the Trustee from the Trust Fund pursuant to Section
        8.05
        or
Section
        10.01(c)
        and any
        amounts payable from the Certificate Account in respect of taxes pursuant
        to
Section
        10.01(g)(iii)
        and any
        costs of the Trustee for the recording of the Assignments pursuant to
Section
        2.01
        (to the
        extent the Seller is unable to pay such costs).

      


      “Fannie
        Mae”:
        Fannie
        Mae, a federally chartered and privately owned corporation organized and
        existing under the Federal National Mortgage Association Charter Act, or
        any
        successor thereto.

      


      “FDIC”:
        Federal Deposit Insurance Corporation or any successor thereto.

      


      “Final
        Recovery Determination”:
        With
        respect to any defaulted Mortgage Loan or any REO Property (other than a
        Mortgage Loan or REO Property purchased by the Responsible Party, the Depositor
        or the Servicer pursuant to or as contemplated by Section
        2.03,
        Section 3.16(c)
        or
Section
        9.01),
        a
        determination made by the Servicer that all Insurance Proceeds, Liquidation
        Proceeds and other payments or recoveries which the Servicer, in its reasonable
        good faith judgment, expects to be finally recoverable in respect thereof
        have
        been so recovered. The Servicer shall maintain records, prepared by a Servicing
        Officer, of each Final Recovery Determination made thereby.

      


      “Fitch”:
        Fitch
        Ratings, or its successor in interest.

      


      “Fixed
        Swap Payment”:
        With
        respect to the Business Day prior to any Distribution Date on or prior to
        the
        Distribution Date in January 2011, an amount equal to the product of (x)
        a fixed
        rate equal to 5.100% per annum, (y) the Swap Agreement Notional Balance for
        that
        Distribution Date and (z)(i) with respect to the Business Day prior to the
        initial Distribution Date, a fraction, the numerator of which is the number
        of
        days from and including the Closing Date to and including the day preceding
        the
        initial Distribution Date and the denominator of which is 360 and (ii) with
        respect to the Business Day prior to each Distribution Date thereafter, a
        fraction, the numerator of which is 30 and the denominator of which is
        360.

      


      “Floating
        Swap Payment”:
        With
        respect to the Business Day prior to any Distribution Date on or prior to
        the
        Distribution Date in January 2011, an amount equal to the product of (x)
        Swap
        LIBOR (y) the Swap Agreement Notional Balance for that Distribution Date
        and (z)
        a fraction, the numerator of which is equal to the actual number of days
        in the
        related calculation period as provided in the Swap Agreement and the denominator
        of which is 360.

      


      “Fixed-Rate
        Mortgage Loan”:
        Each
        of the Mortgage Loans identified on the Mortgage Loan Schedule as having
        a fixed
        Mortgage Rate. 

      


      “Formula
        Rate”:
        For
        any Distribution Date and the Class A Certificates and the Mezzanine
        Certificates, One-Month LIBOR plus
        the
        related Margin.

      



      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      “Freddie
        Mac”:
        Freddie Mac, a corporate instrumentality of the United States created and
        existing under Title III of the Emergency Home Finance Act of 1970, as amended,
        or any successor thereto.

      


      “Gross
        Margin”:
        With
        respect to each Adjustable-Rate Mortgage Loan, the fixed percentage set forth
        in
        the related Mortgage Note that is added to the Index on each Adjustment Date
        in
        accordance with the terms of the related Mortgage Note used to determine
        the
        Mortgage Rate for such Adjustable-Rate Mortgage Loan.

      


      “Highest
        Priority”:
        As of
        any date of determination, the Class of Mezzanine Certificates then outstanding
        with a Certificate Principal Balance greater than zero, with the highest
        priority for payments pursuant to Section
        4.01,
        in the
        following order: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
        Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10
        Certificates.

      


      “Indenture”:
        An
        indenture relating to the issuance of notes secured by the Class CE
        Certificates, the Class P Certificates and/or the Class R Certificates (or
        any
        portion thereof).

      


      “Independent”:
        When
        used with respect to any specified Person, any such Person who (i) is in
        fact independent of the Depositor, the Servicer, the Seller and their respective
        Affiliates, (ii) does not have any direct financial interest in or any
        material indirect financial interest in the Depositor, the Servicer, the
        Seller
        or any Affiliate thereof, and (iii) is not connected with the Depositor,
        the Servicer, the Seller or any Affiliate thereof as an officer, employee,
        promoter, underwriter, trustee, partner, director or Person performing similar
        functions; provided,
        however,
        that a
        Person shall not fail to be Independent of the Depositor, the Servicer, the
        Seller or any Affiliate thereof merely because such Person is the beneficial
        owner of 1% or less of any class of securities issued by the Depositor, the
        Servicer, the Seller or any Affiliate thereof, as the case may be.

      


      “Independent
        Contractor”:
        Either
        (i) any Person (other than the Servicer) that would be an “independent
        contractor” with respect to REMIC I within the meaning of Section 856(d)(3) of
        the Code if REMIC I were a real estate investment trust (except that the
        ownership tests set forth in that section shall be considered to be met by
        any
        Person that owns, directly or indirectly, 35% or more of any Class of
        Certificates), so long as REMIC I does not receive or derive any income from
        such Person and provided that the relationship between such Person and REMIC
        I
        is at arm’s length, all within the meaning of Treasury Regulation Section
        1.856-4(b)(5), or (ii) any other Person (including the Servicer) if the Trustee
        has received an Opinion of Counsel to the effect that the taking of any action
        in respect of any REO Property by such Person, subject to any conditions
        therein
        specified, that is otherwise herein contemplated to be taken by an Independent
        Contractor will not cause such REO Property to cease to qualify as “foreclosure
        property” within the meaning of Section 860G(a)(8) of the Code (determined
        without regard to the exception applicable for purposes of Section 860D(a)
        of
        the Code), or cause any income realized in respect of such REO Property to
        fail
        to qualify as Rents from Real Property.

      


      “Index”:
        With
        respect to each Adjustable-Rate Mortgage Loan and each related Adjustment
        Date,
        the index specified in the related Mortgage Note.

      



      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      “Insurance
        Proceeds”:
        Proceeds of any title policy, hazard policy or other insurance policy covering
        a
        Mortgage Loan, to the extent such proceeds are not to be applied to the
        restoration of the related Mortgaged Property or released to the Mortgagor
        in
        accordance with the procedures that the Servicer would follow in servicing
        mortgage loans held for its own account, subject to the terms and conditions
        of
        the related Mortgage Note and Mortgage.

      


      “Interest
        Accrual Period”:
        With
        respect to any Distribution Date and the Class A Certificates and the Mezzanine
        Certificates, the period commencing on the Distribution Date of the month
        immediately preceding the month in which such Distribution Date occurs (or,
        in
        the case of the first Distribution Date, commencing on the Closing Date)
        and
        ending on the day preceding such Distribution Date. With respect to any
        Distribution Date and the Class CE Certificates and the REMIC I Regular
        Interests, the one-month period ending on the last day of the calendar month
        preceding the month in which such Distribution Date occurs.

      


      “Interest
        Carry Forward Amount”:
        With
        respect to any Distribution Date and the Class A Certificates or the Mezzanine
        Certificates, the sum of (i) the amount, if any, by which (a) the Interest
        Distribution Amount for such Class of Certificates as of the immediately
        preceding Distribution Date exceeded (b) the actual amount distributed on
        such
        Class of Certificates in respect of interest on such immediately preceding
        Distribution Date, (ii) the amount of any Interest Carry Forward Amount for
        such
        Class of Certificates remaining unpaid from previous Distribution Dates and
        (iii) accrued interest on the sum of (i) and (ii) above calculated at the
        related Pass-Through Rate for the most recently ended Interest Accrual
        Period.

      


      “Interest
        Determination Date”:
        With
        respect to the Class A Certificates, the Mezzanine Certificates, REMIC I
        Regular
        Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest
        I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest I-LTA5,
        REMIC
        I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
        Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
        I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7,
        REMIC
        I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular
        Interest I-LTM10 and any Interest Accrual Period therefor, the second London
        Business Day preceding the commencement of such Interest Accrual
        Period.

      


      “Interest
        Distribution Amount”:
        With
        respect to any Distribution Date and the Class A Certificates, the Mezzanine
        Certificates and the Class CE Certificates, the aggregate Accrued Certificate
        Interest on the Certificates of such Class for such Distribution
        Date.

      


      “Interest
        Remittance Amount”:
        For
        any Distribution Date, the excess, if any, of (i) that portion of the Available
        Distribution Amount (without giving effect to any Net Swap Payment owed to
        the
        Swap Counterparty or any Swap Termination Payment owed to the Swap Counterparty
        not due to a Swap Counterparty Trigger Event) for that Distribution Date
        that
        represents interest received or advanced on the Mortgage Loans over
        (ii) any Net Swap Payment owed to the Swap Counterparty or Swap Termination
        Payment not due to a Swap Counterparty Trigger Event owed to the Swap
        Counterparty.

      


      “Investment
        Account”:
        As
        defined in Section
        3.12.

      



      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      “Late
        Collections”:
        With
        respect to any Mortgage Loan and any Due Period, all amounts received subsequent
        to the Determination Date immediately following such Due Period, whether
        as late
        payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds
        or
        otherwise, which represent late payments or collections of principal and/or
        interest due (without regard to any acceleration of payments under the related
        Mortgage and Mortgage Note) but delinquent for such Due Period and not
        previously recovered.

      


      “Liquidation
        Event”:
        With
        respect to any Mortgage Loan, any of the following events: (i) such
        Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
        as to
        such Mortgage Loan; or (iii) such Mortgage Loan is removed from REMIC I,
        by
        reason of its being purchased, sold or replaced pursuant to or as contemplated
        by Section
        2.03,
        Section
        3.16(c)
        or
Section
        9.01.
        With
        respect to any REO Property, either of the following events: (i) a Final
        Recovery Determination is made as to such REO Property; or (ii) such REO
        Property is removed from REMIC I by reason of its being purchased pursuant
        to
Section
        9.01.

      


      “Liquidation
        Proceeds”:
        The
        amount (other than Insurance Proceeds or amounts received in respect of the
        rental of any REO Property prior to REO Disposition) received by the Servicer
        in
        connection with (i) the taking of all or a part of a Mortgaged Property by
        exercise of the power of eminent domain or condemnation, (ii) the liquidation
        of
        a defaulted Mortgage Loan through a trustee’s sale, foreclosure sale or
        otherwise, or (iii) the repurchase, substitution or sale of a Mortgage Loan
        or
        an REO Property pursuant to or as contemplated by Section
        2.03,
        Section 3.16(c),
        Section
        3.23
        or
Section
        9.01.

      


      “Loan-to-Value
        Ratio”:
        As of
        any date of determination, the fraction, expressed as a percentage, the
        numerator of which is the principal balance of the related Mortgage Loan
        at such
        date and the denominator of which is the Value of the related Mortgaged
        Property.

      


      “London
        Business Day”:
        Any
        day on which banks in the City of London and New York are open and conducting
        transactions in United States dollars.

      


      “Margin”:
        With
        respect to each class of the Class A Certificates and Mezzanine Certificates
        and, for purposes of the Marker Rate and the Maximum I-LTZZ Uncertificated
        Interest Deferral Amount, the specified REMIC I Regular Interest, as
        follows:

      



      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      


      
        	
                Class

              	 	
                REMIC
                  I Regular Interest

              	
                Margin

              
	 	 	 	
                (1)
                  (%)

              	 	
                (2)
                  (%)

              
	
                A-1

              	 	
                I-LTA1

              	
                0.050%

              	 	
                0.100%

              
	
                A-2

              	 	
                I-LTA2

              	
                0.110%

              	 	
                0.220%

              
	
                A-3

              	 	
                I-LTA3

              	
                0.150%

              	 	
                0.300%

              
	
                A-4

              	 	
                I-LTA4

              	
                0.220%

              	 	
                0.440%

              
	
                A-5

              	 	
                I-LTA5

              	
                0.060%

              	 	
                0.120%

              
	
                M-1

              	 	
                I-LTM1

              	
                0.270%

              	 	
                0.405%

              
	
                M-2

              	 	
                I-LTM2

              	
                0.280%

              	 	
                0.420%

              
	
                M-3

              	 	
                I-LTM3

              	
                0.310%

              	 	
                0.465%

              
	
                M-4

              	 	
                I-LTM4

              	
                0.350%

              	 	
                0.525%

              
	
                M-5

              	 	
                I-LTM5

              	
                0.370%

              	 	
                0.555%

              
	
                M-6

              	 	
                I-LTM6

              	
                0.420%

              	 	
                0.630%

              
	
                M-7

              	 	
                I-LTM7

              	
                0.700%

              	 	
                1.050%

              
	
                M-8

              	 	
                I-LTM8

              	
                1.150%

              	 	
                1.725%

              
	
                M-9

              	 	
                I-LTM9

              	
                2.100%

              	 	
                3.150%

              
	
                M-10

              	 	
                I-LTM10

              	
                2.250%

              	 	
                4.500%

              


      

      __________


      
        	 	
                (1)

              	
                For
                  each Interest Accrual Period for each Distribution Date on or prior
                  to the
                  Optional Termination Date.

              


      

      
        	 	
                (2)

              	
                For
                  each Interest Accrual Period
                  thereafter.

              


      

      


      “Marker
        Rate”:
        With
        respect to the Class CE Certificates or the REMIC II Regular Interest CE-IO
        and
        any Distribution Date, a per annum rate equal to two (2) multiplied by the
        weighted average of the REMIC I Remittance Rates for the REMIC I Regular
        Interests (other than REMIC I Regular Interest I-LTP and REMIC I Regular
        Interest I-LTAA), with the rate on each such REMIC I Regular Interest (other
        than REMIC I Regular Interest I-LTZZ) subject to a cap equal to the Pass-Through
        Rate for the related Corresponding Certificate and with the rate on REMIC
        I
        Regular Interest I-LTZZ subject to a cap of zero, in each case for purposes
        of
        this calculation; provided,
        however,
        each
        cap shall be multiplied by a fraction, the numerator of which is the actual
        number of days elapsed in the related Interest Accrual Period and the
        denominator of which is 30.

      


      “Maximum
        I-LTZZ Uncertificated Interest Deferral Amount”:
        With
        respect to any Distribution Date, the excess of (i) accrued interest at the
        REMIC I Remittance Rate applicable to REMIC I Regular Interest I-LTZZ for
        such
        Distribution Date on a balance equal to the Uncertificated Balance of REMIC
        I
        Regular Interest I-LTZZ minus
        the
        REMIC I Overcollateralized Amount, in each case for such Distribution Date,
        over
        (ii) Uncertificated Interest on REMIC I Regular Interest I-LTA1, REMIC I
        Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
        Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular Interest
        I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3,
        REMIC
        I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
        Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
        I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTM10
        for
        such Distribution Date, with the rate on each such REMIC I Regular Interest
        subject to a cap equal to the lesser of (i) One-Month LIBOR plus
        the
        related Margin for the related Corresponding Certificate and (ii) the Net
        WAC Pass-Through Rate for the related Corresponding Certificate; provided,
        however,
        each
        cap shall be multiplied by a fraction, the numerator of which is the actual
        number of days elapsed in the related Interest Accrual Period and the
        denominator of which is 30.

      



      
        
          
          

        

        
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      “Maximum
        Mortgage Rate”:
        With
        respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in
        the
        related Mortgage Note as the maximum Mortgage Rate thereunder.

      


      “Mezzanine
        Certificates”:
        Collectively, the Class M-1 Certificates, the Class M-2 Certificates, the
        Class
        M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
        the
        Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates,
        the Class M-9 Certificates and the Class M-10 Certificates.

      


      “Minimum
        Mortgage Rate”:
        With
        respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in
        the
        related Mortgage Note as the minimum Mortgage Rate thereunder.

      


      “Monthly
        Payment”:
        With
        respect to any Mortgage Loan, the scheduled monthly payment of principal
        and
        interest on such Mortgage Loan which is payable by the related Mortgagor
        from
        time to time under the related Mortgage Note, determined: (a) after giving
        effect to (i) any Deficient Valuation and/or Debt Service Reduction with
        respect
        to such Mortgage Loan and (ii) any reduction in the amount of interest
        collectible from the related Mortgagor pursuant to the Relief Act; (b) without
        giving effect to any extension granted or agreed to by the Servicer pursuant
        to
Section
        3.07
        and (c)
        on the assumption that all other amounts, if any, due under such Mortgage
        Loan
        are paid when due.

      


      “Moody’s”:
        Moody’s Investors Service, Inc., or its successor in interest.

      


      “Mortgage”:
        With
        respect to each Mortgage Note, the mortgage, deed of trust or other instrument
        creating a first lien or second lien on, or first or second priority security
        interest in, a Mortgaged Property securing a Mortgage Note.

      


      “Mortgage
        File”:
        The
        mortgage documents listed in Section
        2.01
        pertaining to a particular Mortgage Loan and any additional documents required
        to be added to the Mortgage File pursuant to this Agreement.

      


      “Mortgage
        Loan”:
        Each
        mortgage loan transferred and assigned to the Trustee and delivered to the
        Custodian on behalf of the Trustee pursuant to Section
        2.01
        or
Section
        2.03(b)
        of this
        Agreement, as held from time to time as a part of the Trust Fund, the Mortgage
        Loans so held being identified in the Mortgage Loan Schedule.

      


      “Mortgage
        Loan Purchase Agreement”:
        The
        agreement among the Seller, the Responsible Party and the Depositor, regarding
        the sale of the Mortgage Loans by the Seller to the Depositor, substantially
        in
        the form of Exhibit
        D
        annexed
        hereto.

      


      “Mortgage
        Loan Schedule”:
        As of
        any date, the list of Mortgage Loans included in REMIC I on such date, attached
        hereto as Schedule
        1.
        The
        Mortgage Loan Schedule shall set forth the following information with respect
        to
        each Mortgage Loan:

      


      (i) the
        Mortgage Loan identifying number;

      


      (ii) the
        state
        and zip code of the Mortgaged Property;

      



      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      (iii) a
        code
        indicating whether the Mortgaged Property is owner-occupied;

      


      (iv) the
        type
        of Residential Dwelling constituting the Mortgaged Property;

      


      (v) the
        original months to maturity;

      


      (vi) the
        stated remaining months to maturity from the Cut-off Date based on the original
        amortization schedule;

      


      (vii) the
        Loan-to-Value Ratio at origination;

      


      (viii) the
        Mortgage Rate in effect immediately following the Cut-off Date;

      


      (ix) (A)
        the
        date on which the first Monthly Payment was due on the Mortgage Loan and
        (B) if
        such date is not consistent with the Due Date currently in effect, such Due
        Date;

      


      (x) the
        stated maturity date;

      


      (xi) the
        amount of the Monthly Payment at origination;

      


      (xii) the
        amount of the Monthly Payment due on the first Due Date after the Cut-off
        Date;

      


      (xiii) the
        last
        Due Date on which a Monthly Payment was actually applied to the unpaid Stated
        Principal Balance;

      


      (xiv) the
        original principal amount of the Mortgage Loan;

      


      (xv) the
        Stated Principal Balance of the Mortgage Loan as of the close of business
        on the
        Cut-off Date;

      


      (xvi) with
        respect to each Adjustable-Rate Mortgage Loan, the Adjustment Dates, the
        Gross
        Margin, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Periodic
        Rate
        Cap, the maximum first Adjustment Date Mortgage Rate adjustment, the first
        Adjustment Date immediately following the origination date and the rounding
        code
        (i.e., nearest 0.125%, next highest 0.125%);

      


      (xvii) a
        code
        indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term
        Refinancing, Cash-Out Refinancing);

      


      (xviii) the
        Mortgage Rate at origination;

      


      (xix) a
        code
        indicating the documentation program (i.e., Full Documentation, Limited
        Documentation, Stated Income Documentation);

      


      (xx) the
        risk
        grade;

      



      
        
          
          

        

        
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      (xxi) the
        Value
        of the Mortgaged Property;

      


      (xxii) the
        sale
        price of the Mortgaged Property, if applicable;

      


      (xxiii) the
        actual unpaid principal balance of the Mortgage Loan as of the Cut-off
        Date;

      


      (xxiv) the
        type
        and term of the related Prepayment Charge;

      


      (xxv) the
        program code; and

      


      (xxvi) the
        total
        amount of points and fees charged such Mortgage Loan.

      


      The
        Mortgage Loan Schedule shall set forth the following information with respect
        to
        the Mortgage Loans in the aggregate as of the Cut-off Date:

      


      (1) the
        number of Mortgage Loans;

      


      (2) the
        current Stated Principal Balance of the Mortgage Loans;

      


      (3) the
        weighted average Mortgage Rate of the Mortgage Loans and

      


      (4) weighted
        average maturity of the Mortgage Loans.

      


      The
        Mortgage Loan Schedule shall be amended from time to time by the Depositor
        in
        accordance with the provisions of this Agreement. With respect to any Qualified
        Substitute Mortgage Loan, the Cut-off Date shall refer to the related Cut-off
        Date for such Mortgage Loan, determined in accordance with the definition
        of
        Cut-off Date herein.

      


      “Mortgage
        Note”:
        The
        original executed note or other evidence of the indebtedness of a Mortgagor
        under a Mortgage Loan.

      


      “Mortgage
        Pool”:
        The
        pool of Mortgage Loans, identified on Schedule 1 and existing from time to
        time
        thereafter, and any REO Properties acquired in respect thereof.

      


      “Mortgage
        Rate”:
        With
        respect to each Mortgage Loan, the annual rate at which interest accrues
        on such
        Mortgage Loan from time to time in accordance with the provisions of the
        related
        Mortgage Note, which rate (i) with respect to each Fixed-Rate Mortgage Loan
        shall remain constant at the rate set forth in the Mortgage Loan Schedule
        as the
        Mortgage Rate in effect immediately following the Cut-off Date and (ii) with
        respect to the Adjustable-Rate Mortgage Loans, (A) as of any date of
        determination until the first Adjustment Date following the Cut-off Date
        shall
        be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate
        in
        effect immediately following the Cut-off Date and (B) as of any date of
        determination thereafter shall be the rate as adjusted on the most recent
        Adjustment Date equal to the sum, rounded as provided in the Mortgage Note,
        of
        the Index, as most recently available as of a date prior to the Adjustment
        Date
        as set forth in the related Mortgage Note, plus
        the
        related Gross Margin; provided that the Mortgage Rate on such Adjustable-Rate
        Mortgage Loan on any Adjustment Date shall never be more than the lesser
        of (i)
        the sum of the Mortgage Rate in effect immediately prior to the Adjustment
        Date
plus
        the
        related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage
        Rate,
        and shall never be less than the greater of (i) the Mortgage Rate in effect
        immediately prior to the Adjustment Date less the Periodic Rate Cap, if any,
        and
        (ii) the related Minimum Mortgage Rate. With respect to each Mortgage Loan
        that
        becomes an REO Property, as of any date of determination, the annual rate
        determined in accordance with the immediately preceding sentence as of the
        date
        such Mortgage Loan became an REO Property.

      



      
        
          
          

        

        
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      “Mortgaged
        Property”:
        The
        underlying property securing a Mortgage Loan, including any REO Property,
        consisting of a fee simple estate in a parcel of land improved by a Residential
        Dwelling.

      


      “Mortgagor”:
        The
        obligor on a Mortgage Note.

      


      “Net
        Monthly Excess Cashflow”:
        With
        respect to any Distribution Date, the sum of (i) any Overcollateralization
        Reduction Amount and (ii) the excess of (x) the Available Distribution Amount
        for such Distribution Date over (y) the sum for such Distribution Date of
        (A) the Senior Interest Distribution Amount distributable to the holders of
        the Class A Certificates, (B) the Interest Distribution Amount distributable
        to
        the holders of the Mezzanine Certificates and (C) the Principal Remittance
        Amount.

      


      “Net
        Swap Payment”:
        With
        respect to the Business Day prior to each Distribution Date, the net payment
        required to be made pursuant to the terms of the Swap Agreement by either
        the
        Swap Counterparty or the Trustee, on behalf of the Trust, which net payment
        shall not take into account any Swap Termination Payment.

      


      “Net
        WAC Pass-Through Rate”:
        With
        respect to the Class A Certificates and the Mezzanine Certificates and any
        Distribution Date, a per annum rate (which will not be less than zero) equal
        to
        the excess, if any, of (a) the product of (i) a per annum rate equal to the
        weighted average of the Expense Adjusted Mortgage Rates on the then outstanding
        Mortgage Loans, weighted on the basis of the respective Stated Principal
        Balances of the Mortgage Loans as of the first day of the related Due Period
        and
        (ii) a fraction expressed as a percentage, the numerator of which is 30 and
        the
        denominator of which is the actual number of days in the related Interest
        Accrual Period, over (b) the product of (i) a fraction expressed as a percentage
        the numerator of which is the amount of any Net Swap Payments owed to the
        Swap
        Counterparty or Swap Termination Payment owed to the Swap Counterparty not
        due
        to a Swap Counterparty Trigger Event, and the denominator of which is equal
        to
        the Stated Principal Balance of the outstanding Mortgage Loans as of the
        first
        day of the related Due Period and (ii) a fraction expressed as a
        percentage, the numerator of which is 360 and the denominator of which is
        the
        actual number of days in the related Interest Accrual Period. For federal
        income
        tax purposes, however, the foregoing shall be expressed as a per annum rate
        equal to the weighted average of the REMIC I Remittance Rates on the REMIC
        I
        Regular Interests, weighted on the basis of the Uncertificated Balance of
        each
        such REMIC I Regular Interests.

      



      
        
          
          

        

        
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      “Net
        WAC Rate Carryover Amount”:
        With
        respect to any Class of the Class A Certificates and the Mezzanine Certificates
        and any Distribution Date, the sum of (A) the positive excess of (i) the
        amount
        of interest that would have accrued on such Class of Certificates for such
        Distribution Date had the Pass-Through Rate been calculated at the related
        Formula Rate (not to exceed 14.50% per annum) over (ii) the amount of interest
        that accrued on such Class of Certificates at the Net WAC Pass-Through Rate
        for
        such Distribution Date and (B) the undistributed portion of any related Net
        WAC
        Rate Carryover Amount from prior Distribution Dates, together with interest
        accrued on such undistributed portion for the most recently ended Interest
        Accrual Period at the Formula Rate (not to exceed 14.50% per annum) applicable
        for such Class of Certificates for such Interest Accrual Period.

      


      “New
        Lease”:
        Any
        lease of REO Property entered into on behalf of REMIC I, including any lease
        renewed or extended on behalf of REMIC I, if REMIC I has the right to
        renegotiate the terms of such lease.

      


      “Nonrecoverable
        Advance”:
        Any
        Advance previously made or proposed to be made in respect of a Mortgage Loan
        or
        REO Property that, in the good faith business judgment of the Servicer, will
        not
        or, in the case of a proposed Advance, would not be ultimately recoverable
        from
        related Late Collections, Insurance Proceeds or Liquidation Proceeds on such
        Mortgage Loan or REO Property as provided herein.

      


      “Nonrecoverable
        Servicing Advance”:
        Any
        Servicing Advance previously made or proposed to be made in respect of a
        Mortgage Loan or REO Property that, in the good faith business judgment of
        the
        Servicer, will not or, in the case of a proposed Servicing Advance, would
        not be
        ultimately recoverable from related Late Collections, Insurance Proceeds
        or
        Liquidation Proceeds on such Mortgage Loan or REO Property as provided
        herein.

      


      “Non-United
        States Person”:
        Any
        Person other than a United States Person.

      


      “Notional
        Amount”:
        With
        respect to the Class CE Certificates and any Distribution Date, the aggregate
        Uncertificated Balance of the REMIC I Regular Interests for such Distribution
        Date.

      


      “Officers’
        Certificate”:
        A
        certificate signed by the Chairman of the Board, the Vice Chairman of the
        Board,
        the President or a vice president (however denominated), and by the Treasurer,
        the Secretary, or one of the assistant treasurers or assistant secretaries
        of
        the Servicer, the Seller or the Depositor, as applicable.

      


      “One-Month
        LIBOR”:
        With
        respect to the Class A Certificates, the Mezzanine Certificates and for purposes
        of the Marker Rate and Maximum I-LTZZ Uncertificated Interest Deferral Amount,
        REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I
        Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular
        Interest I-LTA5, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
        I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
        REMIC
        I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
        Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
        I-LTM9 and REMIC I Regular Interest I-LTM10 and any Interest Accrual Period
        therefor, the rate determined by the Trustee on the related Interest
        Determination Date on the basis of the offered rate for one-month U.S. dollar
        deposits, as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London
        time) on such Interest Determination Date; provided that if such rate does
        not
        appear on Telerate Page 3750, the rate for such date will be determined on
        the
        basis of the offered rates of the Reference Banks for one-month U.S. dollar
        deposits, as of 11:00 a.m. (London time) on such Interest Determination Date.
        In
        such event, the Trustee will request the principal London office of each
        of the
        Reference Banks to provide a quotation of its rate. If on such Interest
        Determination Date, two or more Reference Banks provide such offered quotations,
        One-Month LIBOR for the related Interest Accrual Period shall be the arithmetic
        mean of such offered quotations (rounded upwards if necessary to the nearest
        whole multiple of 1/16%). If on such Interest Determination Date, fewer than
        two
        Reference Banks provide such offered quotations, One-Month LIBOR for the
        related
        Interest Accrual Period shall be the higher of (i) LIBOR as determined on
        the previous Interest Determination Date and (ii) the Reserve Interest Rate.
        Notwithstanding the foregoing, if, under the priorities described above,
        LIBOR
        for an Interest Determination Date would be based on LIBOR for the previous
        Interest Determination Date for the third consecutive Interest Determination
        Date, the Trustee, after consultation with the Depositor, shall select an
        alternative comparable index (over which the Trustee has no control), used
        for
        determining one-month Eurodollar lending rates that is calculated and published
        (or otherwise made available) by an independent party. The establishment
        of
        One-Month LIBOR by the Trustee and the Trustee’s subsequent calculation of the
        interest rates applicable to the Certificates for the relevant Interest Accrual
        Period, in the absence of manifest error, shall be final and
        binding.

      



      
        
          
          

        

        
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      “Opinion
        of Counsel”:
        A
        written opinion of counsel, who may, without limitation, be salaried counsel
        for
        the Depositor or the Servicer, acceptable to the Trustee, if such opinion
        is
        delivered to the Trustee, except that any opinion of counsel relating to
        (a) the
        qualification of any Trust REMIC as a REMIC or (b) compliance with the REMIC
        Provisions must be an opinion of Independent counsel.

      


      “Original
        Mortgage Loan”:
        Any of
        the Mortgage Loans included in REMIC I as of the Closing Date.

      


      “Originator”:
        New
        Century Mortgage Corporation, a California corporation, or its successor
        in
        interest, or Home123 Corporation, a California Corporation, or its successor
        in
        interest, as applicable.

      


      “Overcollateralization
        Amount”:
        With
        respect to any Distribution Date, the excess, if any, of (a) the aggregate
        Stated Principal Balances of the Mortgage Loans and REO Properties as of
        the
        last day of the related Due Period over (b) the aggregate Certificate Principal
        Balance of the Class A Certificates, the Mezzanine Certificates and the Class
        P
        Certificates, after giving effect to distributions to be made on such
        Distribution Date.

      


      “Overcollateralization
        Deficiency Amount”:
        With
        respect to any Distribution Date, the excess, if any, of (a) the
        Overcollateralization Target Amount applicable to such Distribution Date
        over
        (b) the Overcollateralization Amount applicable to such Distribution Date
        (calculated for this purpose only after assuming that 100% of the Principal
        Remittance Amount on such Distribution Date has been distributed).

      



      
        
          
          

        

        
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      “Overcollateralization
        Floor Amount”:
        With
        respect to any Distribution Date, the amount equal to 0.50% of the aggregate
        Stated Principal Balance of the Mortgage Loans as of the Cut-off
        Date.

      


      “Overcollateralization
        Increase Amount”:
        With
        respect to any Distribution Date, the lesser of (a) the Overcollateralization
        Deficiency Amount as of such Distribution Date (calculated for this purpose
        only
        after assuming that 100% of the Principal Remittance Amount on such Distribution
        Date has been distributed) and (b) the sum of (i) the Net Monthly Excess
        Cash Flow for such Distribution Date and (ii) payments made by the Swap
        Counterparty and available for distribution pursuant to Section 4.07(a)(G).

      


      “Overcollateralization
        Reduction Amount”:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        Principal Remittance Amount on such Distribution Date and (b) the Excess
        Overcollateralized Amount.

      


      “Overcollateralization
        Target Amount”:
        With
        respect to any Distribution Date, (i) prior to the Stepdown Date, an amount
        equal to 3.05%
        of the
        aggregate outstanding Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date, (ii) on or after the Stepdown Date provided a Trigger Event
        is not
        in effect, the greater of (x) 6.10% of the then current aggregate
        outstanding Stated Principal Balance of the Mortgage Loans as of the last
        day of
        the related Due Period and (y) the Overcollateralization Floor Amount, or
        (iii)
        on or after the Stepdown Date and if a Trigger Event is in effect, the
        Overcollateralization Target Amount for the immediately preceding Distribution
        Date. Notwithstanding the foregoing, on and after any Distribution Date
        following the reduction of the aggregate Certificate Principal Balance of
        the
        Class A Certificates, the Mezzanine Certificates and the Class P
        Certificates to zero, the Overcollateralization Target Amount shall be
        zero.

      


      “Ownership
        Interest”:
        As to
        any Certificate, any ownership or security interest in such Certificate,
        including any interest in such Certificate as the Holder thereof and any
        other
        interest therein, whether direct or indirect, legal or beneficial, as owner
        or
        as pledgee.

      


      “Pass-Through
        Rate”:
        With
        respect to the Class A Certificates and the Mezzanine Certificates and any
        Distribution Date, the least of (x) the related Formula Rate for such
        Distribution Date, (y) the Net WAC Pass-Through Rate for such Distribution
        Date
        and (z) 14.50% per annum. With respect to the Class CE Certificates and any
        Distribution Date, (i) a per annum rate equal to the percentage equivalent
        of a
        fraction, the numerator of which is (x) the interest on the Uncertificated
        Balance of each REMIC I Regular Interest described in clause
        (y)
        below
        computed at a rate equal to the related REMIC I Remittance Rate minus
        the
        Marker Rate and the denominator of which is (y) the aggregate Uncertificated
        Balance of REMIC I Regular Interest I-LTAA, I-LTA1, I-LTA2, I-LTA3, I-LTA4,
        I-LTA5, I-LTM1, I-LTM2, I-LTM3, I-LTM4, I-LTM5, I-LTM6, I-LTM7, I-LTM8, I-LTM9,
        I-LTM10 and I-LTZZ and (ii) 100% of the interest on REMIC I Regular Interest
        I-LTP, expressed as a per annum rate.

      



      
        
          
          

        

        
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      “Percentage
        Interest”:
        With
        respect to any Class of Certificates (other than the Residual Certificates),
        the
        undivided percentage ownership in such Class evidenced by such Certificate,
        expressed as a percentage, the numerator of which is the initial Certificate
        Principal Balance or Notional Amount represented by such Certificate and
        the
        denominator of which is the aggregate initial Certificate Principal Balance
        or
        initial Notional Amount of all of the Certificates of such Class. The Class
        A
        Certificates and the Class M-1 Certificates are issuable only in minimum
        Percentage Interests corresponding to minimum initial Certificate Principal
        Balances of $100,000 and integral multiples of $1.00 in excess thereof. The
        Mezzanine Certificates (other than the Class M-1 Certificates) are issuable
        only
        in minimum Percentage Interests corresponding to minimum initial Certificate
        Principal Balances of $250,000 and integral multiples of $1 in excess thereof.
        The Class P Certificates are issuable only in Percentage Interests corresponding
        to initial Certificate Principal Balances of $20 and integral multiples thereof.
        The Class CE Certificates are issuable only in minimum Percentage Interests
        corresponding to minimum initial Certificate Principal Balances of $100,000
        and
        integral multiples of $1.00 in excess thereof; provided,
        however,
        that a
        single Certificate of each such Class of Certificates may be issued having
        a
        Percentage Interest corresponding to the remainder of the aggregate initial
        Certificate Principal Balance or Notional Amount of such Class or to an
        otherwise authorized denomination for such Class plus
        such
        remainder. With respect to any Residual Certificate, the undivided percentage
        ownership in such Class evidenced by such Certificate, as set forth on the
        face
        of such Certificate. The Residual Certificates are issuable in Percentage
        Interests of 20% and multiples thereof.

      


      “Perfection
        Representations”:
        The
        representations, warranties and covenants set forth in Schedule 3 attached
        hereto.

      


      “Periodic
        Rate Cap”:
        With
        respect to each Adjustable-Rate Mortgage Loan and any Adjustment Date therefor,
        the fixed percentage set forth in the related Mortgage Note, which is the
        maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
        or
        decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
        Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
        prior
        to such Adjustment Date.

      


      “Permitted
        Investments”:
        Any
        one or more of the following obligations or securities acquired at a purchase
        price of not greater than par, regardless of whether issued or managed by
        the
        Depositor, the Servicer, the Trustee or any of their respective
        Affiliates:

      


      (i) direct
        obligations of, or obligations fully guaranteed as to timely payment of
        principal and interest by, the United States or any agency or instrumentality
        thereof, provided such obligations are backed by the full faith and credit
        of
        the United States;

      


      (ii) demand
        and time deposits in, certificates of deposit of, or bankers’ acceptances issued
        by, any Depository Institution;

      


      (iii) repurchase
        obligations with respect to any security described in clause
        (i)
        above
        entered into with a Depository Institution (acting as principal);

      



      
        
          
          

        

        
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      (iv) securities
        bearing interest or sold at a discount that are issued by any corporation
        incorporated under the laws of the United States of America or any state
        thereof
        and that are rated by each Rating Agency that rates such securities in its
        highest long-term unsecured rating categories at the time of such investment
        or
        contractual commitment providing for such investment, which securities mature
        in
        365 days or less;

      


      (v) commercial
        paper (including both non-interest-bearing discount obligations and
        interest-bearing obligations payable on demand or on a specified date not
        more
        than 30 days after the date of acquisition thereof) that is rated by each
        Rating
        Agency that rates such securities in its highest short-term unsecured debt
        rating available at the time of such investment;

      


      (vi) units
        of
        money market funds, including those managed or advised by the Trustee or
        its
        Affiliates, that have been rated “AAA” by Fitch (if rated by Fitch) and “AAAm”
or “AAAm-G” by S&P and “Aaa” by Moody’s; and

      


      (vii) if
        previously confirmed in writing to the Trustee, any other demand, money market
        or time deposit, or any other obligation, security or investment, as may
        be
        acceptable to the Rating Agencies as a permitted investment of funds backing
        securities having ratings equivalent to its highest initial rating of the
        Class
        A Certificates;

      


      provided,
        however,
        that no
        instrument described hereunder shall evidence either the right to receive
        (a)
        only interest with respect to the obligations underlying such instrument
        or (b)
        both principal and interest payments derived from obligations underlying
        such
        instrument and the interest and principal payments with respect to such
        instrument provide a yield to maturity at par greater than 120% of the yield
        to
        maturity at par of the underlying obligations.

      


      “Permitted
        Transferee”:
        Any
        Transferee of a Residual Certificate other than a Disqualified Organization
        or
        Non-United States Person.

      


      “Person”:
        Any
        individual, corporation, partnership, limited liability company, joint venture,
        association, joint-stock company, trust, unincorporated organization or
        government or any agency or political subdivision thereof.

      


      “Plan”:
        Any
“employee benefit plan” as defined in Section 3(3) of ERISA that is subject to
        Title I of ERISA, any “plan” as defined in Section 4975(e)(1) of the Code that
        is subject to Section 4975 of the Code or any entity deemed to hold plan
        assets
        of any of the foregoing.

      


      “Posted
        Collateral Account”:
        The
        separate account created and maintained by the Trustee pursuant to Section
        4.07(e).

      


      “Prepayment
        Assumption”:
        As
        defined in the Prospectus Supplement.

      


      “Prepayment
        Charge”:
        With
        respect to any Prepayment Period, any prepayment premium, penalty or charge
        payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage
        Loan pursuant to the terms of the related Mortgage Note (other than any Servicer
        Prepayment Charge Payment Amount).

      



      
        
          
          

        

        
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      “Prepayment
        Charge Schedule”:
        As of
        any date, the list of Prepayment Charges included in the Trust Fund on such
        date, attached hereto as Schedule
        2
        (including the prepayment charge summary attached thereto). The Prepayment
        Charge Schedule shall set forth the following information with respect to
        each
        Prepayment Charge:

      


      (i) the
        Mortgage Loan identifying number;

      


      (ii) a
        code
        indicating the type of Prepayment Charge;

      


      (iii) the
        date
        on which the first Monthly Payment was due on the related Mortgage
        Loan;

      


      (iv) the
        term
        of the related Prepayment Charge;

      


      (v) the
        original Stated Principal Balance of the related Mortgage Loan; and

      


      (vi) remaining
        prepayment term in months.

      


      “Prepayment
        Interest Shortfall”:
        With
        respect to any Principal Prepayments in full on the Mortgage Loans and any
        Distribution Date, any interest shortfall resulting from Principal Prepayments
        occurring between the first day of the related Prepayment Period and the
        last
        day of the prior calendar month. The obligations of the Servicer in respect
        of
        any Prepayment Interest Shortfall are set forth in Section
        3.24.

      


      “Prepayment
        Period”:
        With
        respect to any Distribution Date the calendar month immediately preceding
        the
        calendar month in which such Distribution Date occurs.

      


      “Principal
        Distribution Amount”:
        With
        respect to any Distribution Date, an amount, not less than zero, equal to
        the
        sum of:

      


      (i) the
        principal portion of each Monthly Payment on the Mortgage Loans due during
        the
        related Due Period, actually received on or prior to the related Determination
        Date or Advanced on or prior to the related Distribution Date;

      


      (ii) the
        Stated Principal Balance of any Mortgage Loan that was purchased during the
        related Prepayment Period pursuant to or as contemplated by Section
        2.03,
        Section
        3.16(c)
        or
Section
        9.01
        and the
        amount of any shortfall deposited in the Custodial Account in connection
        with
        the substitution of a Deleted Mortgage Loan pursuant to Section
        2.03
        during
        the related Prepayment Period;

      


      (iii) the
        principal portion of all other unscheduled collections (including, without
        limitation, Principal Prepayments, Insurance Proceeds, Liquidation Proceeds,
        Subsequent Recoveries and REO Principal Amortization) received during the
        related Prepayment Period, net of any portion thereof that represents a recovery
        of principal for which an Advance was made by the Servicer pursuant to
Section
        4.03
        in
        respect of a preceding Distribution Date; and

      



      
        
          
          

        

        
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      (iv) the
        amount of any Overcollateralization Increase Amount for such Distribution
        Date;
minus

      


      (v) the
        amount of any Overcollateralization Reduction Amount for such Distribution
        Date;
        and 

      


      (vi) any
        Swap
        Payment Shortfall for such Distribution Date.

      


      “Principal
        Prepayment”:
        Any
        payment of principal made by the Mortgagor on a Mortgage Loan which is received
        in advance of its scheduled Due Date and which is not accompanied by an amount
        of interest representing the full amount of scheduled interest due on any
        Due
        Date in any month or months subsequent to the month of prepayment.

      


      “Principal
        Remittance Amount”:
        With
        respect to any Distribution Date, the sum of the amounts set forth in (i)
        through (iii) of the definition of Principal Distribution Amount.

      


      “Private
        Certificates”:
        As
        defined in Section
        5.02(b).

      


      “Prospectus
        Supplement”:
        The
        Prospectus Supplement, dated December 14, 2006, relating to the public offering
        of the Class A Certificates and the Mezzanine Certificates (other than the
        Class
        M-10 Certificates).

      


      “PTCE”:
        A
        Prohibited Transaction Class Exemption issued by the United States Department
        of
        Labor which provides that exemptive relief is available to any party to any
        transaction which satisfies the conditions of the exemption.

      


      “Purchase
        Price”:
        With
        respect to any Mortgage Loan or REO Property to be purchased pursuant to
        or as
        contemplated by Section
        2.03,
        Section
        3.16(c)
        or
Section
        9.01,
        and as
        confirmed by a certification from a Servicing Officer to the Trustee, an
        amount
        equal to the sum of (i) 100% of the Stated Principal Balance thereof as of
        the
        date of purchase (or such other price as provided in Section
        9.01),
        (ii)
        in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal
        Balance at the applicable Expense Adjusted Mortgage Rate in effect from time
        to
        time from the Due Date as to which interest was last covered by a payment
        by the
        Mortgagor or an Advance by the Servicer, which payment or Advance had as
        of the
        date of purchase been distributed pursuant to Section
        4.01,
        through
        the end of the calendar month in which the purchase is to be effected
plus
        and (y)
        an REO Property, the sum of (1) accrued interest on such Stated Principal
        Balance at the applicable Expense Adjusted Mortgage Rate in effect from time
        to
        time from the Due Date as to which interest was last covered by a payment
        by the
        Mortgagor or an Advance by the Servicer through the end of the calendar month
        immediately preceding the calendar month in which such REO Property was
        acquired, plus
        (2) REO
        Imputed Interest for such REO Property for each calendar month commencing
        with
        the calendar month in which such REO Property was acquired and ending with
        the
        calendar month in which such purchase is to be effected, net of the total
        of all
        net rental income, Insurance Proceeds, Liquidation Proceeds and Advances
        that as
        of the date of purchase had been distributed as or to cover REO Imputed Interest
        pursuant to Section
        4.01,
        (iii)
        any unreimbursed Servicing Advances and Advances (including Nonrecoverable
        Advances and Nonrecoverable Servicing Advances) and any unpaid Servicing
        Fees
        allocable to such Mortgage Loan or REO Property, (iv) any amounts previously
        withdrawn from the Custodial Account in respect of such Mortgage Loan or
        REO
        Property pursuant to Section
        3.11(a)(ix)
        and
Section
        3.16(b),
        and (v)
        in the case of a Mortgage Loan required to be purchased pursuant to Section
        2.03,
        expenses reasonably incurred or to be incurred by the Servicer or the Trustee
        in
        respect of the breach or defect giving rise to the purchase obligation including
        any costs and damages incurred by the Trust Fund in connection with any
        violation by such loan of any predatory or abusive lending law.

      



      
        
          
          

        

        
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      “Qualified
        Correspondent”:
        Any
        Person from which the Servicer purchased Mortgage Loans, provided that the
        following conditions are satisfied: (i) such Mortgage Loans were originated
        pursuant to an agreement between the Servicer and such Person that contemplated
        that such Person would underwrite mortgage loans from time to time, for sale
        to
        the Servicer, in accordance with underwriting guidelines designated by the
        Servicer (“Designated Guidelines”) or guidelines that do not vary materially
        from such Designated Guidelines; (ii) such Mortgage Loans were in fact
        underwritten as described in clause (i) above and were acquired by the Servicer
        within 180 days after origination; (iii) either (x) the Designated Guidelines
        were, at the time such Mortgage Loans were originated, used by the Servicer
        in
        origination of mortgage loans of the same type as the Mortgage Loans for
        the
        Servicer’s own account or (y) the Designated Guidelines were, at the time such
        Mortgage Loans were underwritten, designated by the Servicer on a consistent
        basis for use by lenders in originating mortgage loans to be purchased by
        the
        Servicer; and (iv) the Servicer employed, at the time such Mortgage Loans
        were
        acquired by the Servicer, pre-purchase or post-purchase quality assurance
        procedures (which may involve, among other things, review of a sample of
        mortgage loans purchased during a particular time period or through particular
        channels) designed to ensure that Persons from which it purchased mortgage
        loans
        properly applied the underwriting criteria designated by the
        Servicer.

      


      “Qualified
        Substitute Mortgage Loan”:
        A
        mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
        of
        this Agreement which must, on the date of such substitution, (i) have an
        outstanding Stated Principal Balance, after application of all scheduled
        payments of principal and interest due during or prior to the month of
        substitution, not in excess of the Stated Principal Balance of the Deleted
        Mortgage Loan as of the Due Date in the calendar month during which the
        substitution occurs, (ii) have a Mortgage Rate not less than (and not more
        than
        one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
        Loan, (iii) with respect to any Adjustable-Rate Mortgage Loan, have a Maximum
        Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage
        Loan, (iv) with respect to any Adjustable-Rate Mortgage Loan, have a Minimum
        Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage
        Loan, (v) with respect to any Adjustable-Rate Mortgage Loan, have a Gross
        Margin
        equal to the Gross Margin of the Deleted Mortgage Loan, (vi) with respect
        to any
        Adjustable-Rate Mortgage Loan, have a next Adjustment Date not more than
        two
        months later than the next Adjustment Date on the Deleted Mortgage Loan,
        (vii)
        have a remaining term to maturity not greater than (and not more than one
        year
        less than) that of the Deleted Mortgage Loan, (viii) have the same Due Date
        as
        the Due Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio
        as of
        the date of substitution equal to or lower than the Loan-to-Value Ratio of
        the
        Deleted Mortgage Loan as of such date, (x) have a risk grading determined
        by the
        Originator at least equal to the risk grading assigned on the Deleted Mortgage
        Loan and (xi) conform to each representation and warranty set forth in Section
        6
        of the Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage
        Loan.
        In the event that one or more mortgage loans are substituted for one or more
        Deleted Mortgage Loans, the amounts described in clause
        (i)
        hereof
        shall be determined on the basis of aggregate principal balances, the Mortgage
        Rates described in clause
        (ii)
        hereof
        shall be determined on the basis of weighted average Mortgage Rates, the
        terms
        described in clause
        (vii)
        hereof
        shall be determined on the basis of weighted average remaining term to maturity,
        the Loan-to-Value Ratios described in clause
        (ix)
        hereof
        shall be satisfied as to each such mortgage loan, the risk gradings described
        in
clause
        (x)
        hereof
        shall be satisfied as to each such mortgage loan and, except to the extent
        otherwise provided in this sentence, the representations and warranties
        described in clause
        (xi)
        hereof
        must be satisfied as to each Qualified Substitute Mortgage Loan or in the
        aggregate, as the case may be.

      



      
        
          
          

        

        
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      “Rate/Term
        Refinancing”:
        A
        Refinanced Mortgage Loan, the proceeds of which are not more than a nominal
        amount in excess of the existing first mortgage loan and any subordinate
        mortgage loan on the related Mortgaged Property and related closing costs,
        and
        were used exclusively (except for such nominal amount) to satisfy the then
        existing first mortgage loan and any subordinate mortgage loan of the Mortgagor
        on the related Mortgaged Property and to pay related closing costs.

      


      “Rating
        Agency or Rating Agencies”:
        Fitch,
        Moody’s and S&P or their successors. If such agencies or their successors
        are no longer in existence, “Rating Agencies” shall be such nationally
        recognized statistical rating agencies, or other comparable Persons, designated
        by the Depositor, notice of which designation shall be given to the Trustee
        and
        the Servicer.

      


      “Realized
        Loss”:
        With
        respect to each Mortgage Loan as to which a Final Recovery Determination
        has
        been made, an amount (not less than zero) equal to (i) the unpaid principal
        balance of such Mortgage Loan as of the commencement of the calendar month
        in
        which the Final Recovery Determination was made, plus
        (ii)
        accrued interest from the Due Date as to which interest was last paid by
        the
        Mortgagor through the end of the calendar month in which such Final Recovery
        Determination was made, calculated in the case of each calendar month during
        such period (A) at an annual rate equal to the annual rate at which interest
        was
        then accruing on such Mortgage Loan and (B) on a principal amount equal to
        the
        Stated Principal Balance of such Mortgage Loan as of the close of business
        on
        the Distribution Date during such calendar month, plus
        (iii)
        any amounts previously withdrawn from the Custodial Account in respect of
        such
        Mortgage Loan pursuant to Section
        3.11(a)(ix)
        and
Section
        3.16(b),
        minus
        (iv) the
        proceeds, if any, received in respect of such Mortgage Loan during the calendar
        month in which such Final Recovery Determination was made, net of amounts
        that
        are payable therefrom to the Servicer with respect to such Mortgage Loan
        pursuant to Section
        3.11(a)(iii);
        plus
        (v) Swap
        Payment Shortfall.

      


      With
        respect to any REO Property as to which a Final Recovery Determination has
        been
        made, an amount (not less than zero) equal to (i) the unpaid principal balance
        of the related Mortgage Loan as of the date of acquisition of such REO Property
        on behalf of REMIC I, plus
        (ii)
        accrued interest from the Due Date as to which interest was last paid by
        the
        Mortgagor in respect of the related Mortgage Loan through the end of the
        calendar month immediately preceding the calendar month in which such REO
        Property was acquired, calculated in the case of each calendar month during
        such
        period (A) at an annual rate equal to the annual rate at which interest was
        then
        accruing on the related Mortgage Loan and (B) on a principal amount equal
        to the
        Stated Principal Balance of the related Mortgage Loan as of the close of
        business on the Distribution Date during such calendar month, plus
        (iii)
        REO Imputed Interest for such REO Property for each calendar month commencing
        with the calendar month in which such REO Property was acquired and ending
        with
        the calendar month in which such Final Recovery Determination was made,
plus
        (iv) any
        amounts previously withdrawn from the Custodial Account in respect of the
        related Mortgage Loan pursuant to Section
        3.11(a)(ix)
        and
Section 3.16(b),
        minus
        (v)
        the
        aggregate of all Advances and Servicing Advances (in the case of Servicing
        Advances, without duplication of amounts netted out of the rental income,
        Insurance Proceeds and Liquidation Proceeds described in clause
        (vi)
        below)
        made by the Servicer in respect of such REO Property or the related Mortgage
        Loan for which the Servicer has been or, in connection with such Final Recovery
        Determination, will be reimbursed pursuant to Section 3.23
        out of
        rental income, Insurance Proceeds and Liquidation Proceeds received in respect
        of such REO Property, minus
        (vi)
        the
        total of all net rental income, Insurance Proceeds and Liquidation Proceeds
        received in respect of such REO Property that has been, or in connection
        with
        such Final Recovery Determination, will be transferred to the Certificate
        Account pursuant to Section
        3.23.

      



      
        
          
          

        

        
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      With
        respect to each Mortgage Loan which has become the subject of a Deficient
        Valuation, the difference between the principal balance of the Mortgage Loan
        outstanding immediately prior to such Deficient Valuation and the principal
        balance of the Mortgage Loan as reduced by the Deficient Valuation.

      


      With
        respect to each Mortgage Loan which has become the subject of a Debt Service
        Reduction, the portion, if any, of the reduction in each affected Monthly
        Payment attributable to a reduction in the Mortgage Rate imposed by a court
        of
        competent jurisdiction. Each such Realized Loss shall be deemed to have been
        incurred on the Due Date for each affected Monthly Payment.

      


      With
        respect to any allocation of a Realized Loss to a Certificate related to
        a Swap
        Payment Shortfall, such Realized Loss will be made by reducing the Certificate
        Principal Balance of that Certificate by the amount so allocated as of the
        Distribution Date in the month in which the Swap Payment Shortfall was
        incurred.

      


      If
        the
        Servicer receives Subsequent Recoveries with respect to any Mortgage Loan,
        the
        amount of the Realized Loss with respect to that Mortgage Loan will be reduced
        to the extent such recoveries are applied to principal distributions on any
        Distribution Date.

      


      Realized
        Losses allocated to the Class CE Certificates shall be allocated first to
        the
        REMIC II Regular Interest CE-IO in reduction of the accrued but unpaid interest
        thereon until such accrued and unpaid interest shall have been reduced to
        zero
        and then to the REMIC II Regular Interest CE-PO in reduction of the Principal
        Balance thereof.

      


      “Record
        Date”:
        With
        respect to each Distribution Date and any Book-Entry Certificate, the Business
        Day immediately preceding such Distribution Date. With respect to each
        Distribution Date and any other Certificates, including any Definitive
        Certificates, the last Business Day of the month immediately preceding the
        month
        in which such Distribution Date occurs, except in the case of the first Record
        Date which shall be the Closing Date.

      



      
        
          
          

        

        
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      “Reference
        Banks”:
        Deutsche Bank AG, Barclays’ Bank PLC, The Tokyo Mitsubishi Bank and National
        Westminster Bank PLC and their successors in interest; provided,
        however,
        that if
        any of the foregoing banks are not suitable to serve as a Reference Bank,
        then
        any leading banks selected by the Trustee, after consultation with the
        Depositor, which are engaged in transactions in Eurodollar deposits in the
        international Eurocurrency market (i) with an established place of business
        in
        London and (ii) not controlling, under the control of or under common control
        with the Depositor or any Affiliate thereof.

      


      “Refinanced
        Mortgage Loan”:
        A
        Mortgage Loan the proceeds of which were not used to purchase the related
        Mortgaged Property.

      


      “Regular
        Certificate”:
        Any
        Class A Certificate, Mezzanine Certificate, Class CE Certificate or Class
        P
        Certificate.

      


      “Regular
        Interest”:
        A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
        Code.

      


      “Regulation
        AB”:
        Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
        to
        such clarification and interpretation as have been provided by the Commission
        in
        the adopting release (Asset-Backed Securities, Securities Act Release No.
        33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
        Commission, or as may be provided by the Commission or its staff from time
        to
        time.

      


      “Relief
        Act”:
        The
        Servicemembers Civil Relief Act.

      


      “Relief
        Act Interest Shortfall”:
        With
        respect to any Distribution Date and any Mortgage Loan, any reduction in
        the
        amount of interest collectible on such Mortgage Loan for the most recently
        ended
        calendar month as a result of the application of the Relief Act.

      


      “REMIC”:
        A
“real estate mortgage investment conduit” within the meaning of Section 860D of
        the Code.

      


      “REMIC
        I”:
        The
        segregated pool of assets subject hereto (exclusive of the Swap Account and
        the
        Swap Agreement, each of which is not an asset of any REMIC), constituting
        the
        primary trust created hereby and to be administered hereunder, with respect
        to
        which a REMIC election is to be made, consisting of: (i) such Mortgage Loans
        and
        Prepayment Charges related thereto as from time to time are subject to this
        Agreement, together with the Mortgage Files relating thereto, and together
        with
        all collections thereon and proceeds thereof; (ii) any REO Property, together
        with all collections thereon and proceeds thereof; (iii) the Trustee’s rights
        with respect to the Mortgage Loans under all insurance policies required
        to be
        maintained pursuant to this Agreement and any proceeds thereof; (iv) the
        Depositor’s rights under the Mortgage Loan Purchase Agreement (including any
        security interest created thereby); and (v) the Custodial Account (other
        than
        any amounts representing any Servicer Prepayment Charge Payment Amount),
        the
        Certificate Account (other than any amounts representing any Servicer Prepayment
        Charge Payment Amount) and any REO Account, and such assets that are deposited
        therein from time to time and any investments thereof, together with any
        and all
        income, proceeds and payments with respect thereto. Notwithstanding the
        foregoing, however, REMIC I specifically excludes all payments and other
        collections of principal and interest due on the Mortgage Loans on or before
        the
        Cut-off Date and all Prepayment Charges payable in connection with Principal
        Prepayments on the Mortgage Loans made before the Cut-off Date.

      



      
        
          
          

        

        
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      “REMIC
        I Interest Loss Allocation Amount”:
        With
        respect to any Distribution Date, an amount equal to (a) the product of (i)
        the
        aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
        then
        outstanding and (ii) the REMIC I Remittance Rate for REMIC I Regular Interest
        I-LTAA minus
        the
        Marker Rate, divided by (b) 12.

      


      “REMIC
        I Overcollateralized Amount”:
        With
        respect to any date of determination, (i) 1% of the aggregate Uncertificated
        Balance of the REMIC I Regular Interests (other than REMIC I Regular Interest
        I-LTP) minus
        (ii) the
        aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC
        I
        Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
        Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular Interest
        I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3,
        REMIC
        I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
        Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
        I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10,
        in
        each case as of such date of determination.

      


      “REMIC
        I Principal Loss Allocation Amount”:
        With
        respect to any Distribution Date, an amount equal to the product of (i) the
        aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
        then
        outstanding and (ii) 1 minus
        a
        fraction, the numerator of which is two times the aggregate Uncertificated
        Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
        REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I
        Regular Interest I-LTA5, REMIC I Regular Interest I-LTM1, REMIC I Regular
        Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
        I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6,
        REMIC
        I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
        Interest I-LTM9 and REMIC I Regular Interest I-LTM10 and the denominator
        of
        which is the aggregate Uncertificated Balance of REMIC I Regular Interest
        I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3,
        REMIC
        I Regular Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular
        Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
        I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6,
        REMIC
        I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
        Interest I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest
        I-LTZZ.

      


      “REMIC
        I Regular Interest”:
        Any of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a “regular interest” in REMIC I. Each REMIC I
        Regular Interest shall accrue interest at the related REMIC I Remittance
        Rate in
        effect from time to time or shall otherwise be entitled to interest as set
        forth
        herein, and shall be entitled to distributions of principal, subject to the
        terms and conditions hereof, in an aggregate amount equal to its initial
        Uncertificated Balance as set forth in the Preliminary
        Statement
        hereto.
        The REMIC I Regular Interests are as follows: REMIC I Regular Interest I-LTAA,
        REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I
        Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular
        Interest I-LTA5, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
        I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
        REMIC
        I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
        Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
        I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTZZ
        and
        REMIC I Regular Interest I-LTP.

      



      
        
          
          

        

        
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      “REMIC
        I Remittance Rate”:
        With
        respect to each REMIC I Regular Interest and any Distribution Date, the weighted
        average of the Expense Adjusted Mortgage Rates of the Mortgage Loans, weighted
        based on their Stated Principal Balances as of the first day of the related
        Due
        Period.

      


      “REMIC
        I Required Overcollateralized Amount”:
        1% of
        the Overcollateralization Target Amount.

      


      “REMIC
        II”:
        The
        segregated pool of assets consisting of all of the REMIC I Regular Interests
        conveyed in trust to the Trustee, for the benefit of the Class A Certificates,
        the Mezzanine Certificates, the Class CE Certificates, the Class P Certificates
        and the Class R-II Interest and all amounts deposited therein, with respect
        to
        which a separate REMIC election is to be made.

      


      “REMIC
        II Regular Interests”:
        Any
        Regular Interest issued by REMIC II, the ownership of which is evidenced
        by a
        Class A Certificate, Mezzanine Certificate or Class CE Certificate.

      


      “REMIC
        II Regular Interest CE-IO”:
        A
        separate non-certificated regular interest of REMIC II designated as a REMIC
        II
        Regular Interest. REMIC II Regular Interest CE-IO shall have no entitlement
        to
        principal and shall be entitled to distributions of interest subject to the
        terms and conditions hereof, in an aggregate amount equal to interest
        distributable with respect to the Class CE Certificates pursuant to the terms
        and conditions hereof.

      


      “REMIC
        II Regular Interest CE-PO”:
        A
        separate non-certificated regular interest of REMIC II designated as a REMIC
        II
        Regular Interest. REMIC II Regular Interest CE-PO shall have no entitlement
        to
        interest and shall be entitled to distributions of principal subject to the
        terms and conditions hereof, in an aggregate amount equal to principal
        distributable with respect to the Class CE Certificates pursuant to the terms
        and conditions hereof.

      


      “REMIC
        Provisions”:
        Provisions of the federal income tax law relating to real estate mortgage
        investment conduits, which appear at Section 860A through 860G of the Code,
        and
        related provisions, and proposed, temporary and final regulations and published
        rulings, notices and announcements promulgated thereunder, as the foregoing
        may
        be in effect from time to time.

      


      “Remittance
        Report”:
        A
        report in form and substance acceptable to the Trustee on an electronic data
        file or tape prepared by the Servicer pursuant to Section
        4.03
        containing the data elements specified on Schedule 4, hereto, with such
        additions, deletions and modifications as agreed to by the Trustee and the
        Servicer.

      



      
        
          
          

        

        
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      “Rents
        from Real Property”:
        With
        respect to any REO Property, gross income of the character described in Section
        856(d) of the Code as being included in the term “rents from real
        property.”

      


      “REO
        Account”:
        The
        account or accounts maintained, or caused to be maintained, by the Servicer
        in
        respect of an REO Property pursuant to Section
        3.23.

      


      “REO
        Disposition”:
        The
        sale or other disposition of an REO Property on behalf of REMIC I.

      


      “REO
        Imputed Interest”:
        As to
        any REO Property, for any calendar month during which such REO Property was
        at
        any time part of REMIC I, one month’s interest at the applicable Expense
        Adjusted Mortgage Rate on the Stated Principal Balance of such REO Property
        (or,
        in the case of the first such calendar month, of the related Mortgage Loan,
        if
        appropriate) as of the close of business on the Distribution Date in such
        calendar month.

      


      “REO
        Principal Amortization”:
        With
        respect to any REO Property, for any calendar month, the excess, if any,
        of (a)
        the aggregate of all amounts received in respect of such REO Property during
        such calendar month, whether in the form of rental income, sale proceeds
        (including, without limitation, that portion of the Termination Price paid
        in
        connection with a purchase of all of the Mortgage Loans and REO Properties
        pursuant to Section
        9.01
        that is
        allocable to such REO Property) or otherwise, net of any portion of such
        amounts
        (i) payable pursuant to Section
        3.23(c)
        in
        respect of the proper operation, management and maintenance of such REO Property
        or (ii) payable or reimbursable to the Servicer pursuant to Section
        3.23(d)
        for
        unpaid Servicing Fees in respect of the related Mortgage Loan and unreimbursed
        Servicing Advances and Advances in respect of such REO Property or the related
        Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO
        Property for such calendar month.

      


      “REO
        Property”:
        A
        Mortgaged Property acquired by the Servicer on behalf of REMIC I through
        foreclosure or deed-in-lieu of foreclosure, as described in Section
        3.23.

      


      “Request
        for Release”:
        A
        release signed by a Servicing Officer, in the form of Exhibit
        3
        to the
        Custodial Agreement.

      


      “Reserve
        Interest Rate”:
        With
        respect to any Interest Determination Date, the rate per annum that the Trustee
        determines to be either (i) the arithmetic mean (rounded upwards if necessary
        to
        the nearest whole multiple of 1/16%) of the one-month U.S. dollar lending
        rates
        which New York City banks selected by the Trustee, after consultation with
        the
        Depositor, are quoting on the relevant Interest Determination Date to the
        principal London offices of leading banks in the London interbank market
        or (ii)
        in the event that the Trustee can determine no such arithmetic mean, the
        lowest
        one-month U.S. dollar lending rate which New York City banks selected by
        the
        Trustee, after consultation with the Depositor, are quoting on such Interest
        Determination Date to leading European banks.

      



      
        
          
          

        

        
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      “Residential
        Dwelling”:
        Any
        one of the following: (i) an attached, detached or semi-detached one-family
        dwelling, (ii) an attached, detached or semi-detached two-to four-family
        dwelling, (iii) a one-family dwelling unit in a Fannie Mae eligible condominium
        project, or (iv) an attached, detached or semi-detached one-family dwelling
        in a planned unit development, none of which is a co-operative or mobile
        home
        (as defined in 42 United States Code, Section 5402(6)).

      


      “Residual
        Certificates”:
        The
        Class R Certificates.

      


      “Residual
        Interest”:
        The
        sole class of “residual interests” in a REMIC within the meaning of Section
        860G(a)(2) of the Code.

      


      “Responsible
        Officer”:
        When
        used with respect to the Trustee, any vice president, managing director,
        director, any assistant vice president, the Secretary, any assistant secretary,
        the Treasurer, any assistant treasurer, any associate, any trust officer
        or
        assistant trust officer or any other officer of the Trustee having direct
        responsibility over this Agreement or otherwise engaged in performing functions
        similar to those performed by any of the above designated officers and, with
        respect to a particular matter, to whom such matter is referred because of
        such
        officer’s knowledge of and familiarity with the particular subject.

      


      “Responsible
        Party”:
        NC
        Capital Corporation, a California corporation, or its successor in interest,
        in
        its capacity as responsible party under the Mortgage Loan Purchase
        Agreement.

      


      “Rolling
        Three-Month Delinquency Average”:
        With
        respect to any Distribution Date, the average aggregate unpaid principal
        balance
        of the Mortgage Loans delinquent 60 days or more (including Mortgage Loans
        that
        (i) are in foreclosure, (ii) have been converted to REO Properties or (iii)
        have
        been discharged due to bankruptcy) for each of the three (or one and two,
        in the
        case of the Distribution Dates in January 2007 and February 2007, respectively)
        immediately preceding months. 

      


      “S&P”:
        Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies,
        Inc., or its successor in interest.

      


      “Sarbanes
        Certification”:
        As
        defined in Section 12.05(a)(iv).

      


      “Securitization
        Transaction”:
        Any
        transaction involving either (1) a sale or other transfer of some or all
        of the
        Mortgage Loans directly or indirectly to an issuing entity in connection
        with an
        issuance of publicly offered or privately placed, rated or unrated
        mortgage-backed securities or (2) an issuance of publicly offered or privately
        placed, rated or unrated securities, the payments on which are determined
        primarily by reference to one or more portfolios of residential mortgage
        loans
        consisting, in whole or in part, of some or all of the Mortgage
        Loans.

      


      “Seller”:
        Carrington Securities, LP, a Delaware limited partnership, or its successor
        in
        interest, in its capacity as seller under the Mortgage Loan Purchase
        Agreement.

      


      “Senior
        Interest Distribution Amount”:
        With
        respect to any Distribution Date, an amount equal to the sum of (i) the Interest
        Distribution Amount for such Distribution Date for the Class A Certificates
        and
        (ii) the Interest Carry Forward Amount, if any, for such Distribution Date
        for
        the Class A Certificates.

      



      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      


      “Servicer”:
        New
        Century Mortgage Corporation, a California corporation, or any successor
        servicer appointed as herein provided, in its capacity as Servicer
        hereunder.

      


      “Servicer
        Event of Default”:
        One or
        more of the events described in Section
        7.01.

      


      “Servicer
        Information”:
        As
        defined in Section 12.07(a)(i).

      


      “Servicer
        Prepayment Charge Payment Amount”:
        The
        amounts payable by the Servicer in respect of any waived Prepayment Charges
        pursuant to Section
        3.01.

      


      “Servicer
        Remittance Date”:
        With
        respect to any Distribution Date, by 1:00 p.m. New York time on the Business
        Day
        preceding the related Distribution Date.

      


      “Servicer
        Termination Test”:
        The
        Servicer Termination Test will be failed with respect to any Distribution
        Date
        if the aggregate amount of Realized Losses (other than Realized Losses which
        are
        Swap Payment Shortfalls, if any) incurred since the Cut-off Date through
        the
        last day of the related Due Period (reduced by the aggregate amount of
        Subsequent Recoveries received from the Cut-off Date through the last day
        of the
        related Due Period) divided by aggregate Stated Principal Balance of the
        Mortgage Loans as of the Cut-off Date exceeds the applicable percentages
        set
        forth below with respect to such Distribution Date:

       

      
        	
                Distribution
                  Date Occurring In

              	 	
                Percentage

              
	
                January
                  2010 through December 2010

              	 	
                3.15%
                  for the first distribution date of this period, plus an additional
                  1/12th
                  of
                  1.80% for each distribution date thereafter

              
	
                January
                  2011 through December 2011

              	 	
                4.95%
                  for the first distribution date of this period, plus an additional
                  1/12th
                  of
                  1.40% for each distribution date thereafter

              
	
                January
                  2012 through December 2012

              	 	
                6.35%
                  for the first distribution date of this period, plus an additional
                  1/12th
                  of
                  0.80% for each distribution date thereafter

              
	
                January
                  2013 and thereafter 

              	 	
                7.15%

              


      

       

      “Servicing
        Account”:
        The
        account or accounts created and maintained pursuant to Section
        3.09.

      


      “Servicing
        Advances”:
        The
        reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by
        the Servicer in connection with a default, delinquency or other unanticipated
        event by the Servicer in the performance of its servicing obligations,
        including, but not limited to, the cost of (i) the preservation, restoration,
        inspection and protection of a Mortgaged Property, (ii) any enforcement or
        judicial proceedings, including but not limited to foreclosures and litigation,
        in respect of a particular Mortgage Loan, (iii) the management (including
        reasonable fees in connection therewith) and liquidation of any REO Property
        and
        (iv) the performance of its obligations under Section
        3.01,
        Section
        3.09,
        Section
        3.14,
        Section 3.16
        and
Section
        3.23.
        The
        Servicer shall not be required to make any Nonrecoverable Servicing
        Advances.

      



      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      


      “Servicing
        Criteria”:
        The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
        amended from time to time.

      


      “Servicing
        Fee”:
        With
        respect to each Mortgage Loan and for any calendar month, an amount equal
        to the
        Servicing Fee Rate accrued for one month (or in the event of any payment
        of
        interest which accompanies a Principal Prepayment in full made by the Mortgagor
        during such calendar month, interest for the number of days covered by such
        payment of interest) on the same principal amount on which interest on such
        Mortgage Loan accrues for such calendar month, calculated on the basis of
        a
        360-day year consisting of twelve 30-day months. A portion of such Servicing
        Fee
        may be retained by any Sub-Servicer as its servicing compensation.

      


      “Servicing
        Fee Rate”:
        0.500%
        per annum.

      


      “Servicing
        Officer”:
        Any
        officer of the Servicer involved in, or responsible for, the administration
        and
        servicing of Mortgage Loans, whose name and specimen signature appear on
        a list
        of Servicing Officers furnished by the Servicer to the Trustee and the Depositor
        on the Closing Date, as such list may from time to time be amended.

      


      “Servicing
        Transfer Costs”:
        Shall
        mean all reasonable costs and expenses incurred by the Trustee in connection
        with the transfer of servicing from a predecessor servicer, including, without
        limitation, any reasonable costs or expenses associated with the complete
        transfer of all servicing data and the completion, correction or manipulation
        of
        such servicing data as may be required by the Trustee to correct any errors
        or
        insufficiencies in the servicing data or otherwise to enable the Trustee
        (or any
        successor servicer appointed pursuant to Section
        7.02)
        to
        service the Mortgage Loans properly and effectively.

      


      “Short
        Pay-off”:
        As
        defined in Section
        3.07.

      


      “Single
        Certificate”:
        With
        respect to any Class of Certificates (other than the Class P Certificates
        and
        the Residual Certificates), a hypothetical Certificate of such Class evidencing
        a Percentage Interest for such Class corresponding to an initial Certificate
        Principal Balance of $1,000. With respect to the Class P Certificates and
        the
        Residual Certificates, a hypothetical Certificate of such Class evidencing
        a
        100% Percentage Interest in such Class.

      


      “Startup
        Day”:
        With
        respect to each Trust REMIC, the day designated as such pursuant to Section
        10.01(b)
        hereof.

      


      “Stated
        Principal Balance”:
        With
        respect to any Mortgage Loan: (a) as of any date of determination up to but
        not
        including the Distribution Date on which the proceeds, if any, of a Liquidation
        Event with respect to such Mortgage Loan would be distributed, the principal
        balance of such Mortgage Loan as of the Cut-off Date, as shown on the Mortgage
        Loan Schedule, minus
        the sum
        of (i) the principal portion of each Monthly Payment due on a Due Date
        subsequent to the Cut-off Date, to the extent received from the Mortgagor
        or
        advanced by the Servicer and distributed pursuant to Section
        4.01
        on or
        before such date of determination, (ii) all Principal Prepayments received
        after
        the Cut-off Date, to the extent distributed pursuant to Section
        4.01
        on or
        before such date of determination, (iii) all Liquidation Proceeds and Insurance
        Proceeds applied by the Servicer as recoveries of principal in accordance
        with
        the provisions of Section
        3.16,
        to the
        extent distributed pursuant to Section
        4.01
        on or
        before such date of determination, and (iv) any Realized Loss incurred with
        respect thereto as a result of a Deficient Valuation made during or prior
        to the
        Prepayment Period for the most recent Distribution Date coinciding with or
        preceding such date of determination; and (b) as of any date of determination
        coinciding with or subsequent to the Distribution Date on which the proceeds,
        if
        any, of a Liquidation Event with respect to such Mortgage Loan would be
        distributed, zero. With respect to any REO Property: (a) as of any date of
        determination up to but not including the Distribution Date on which the
        proceeds, if any, of a Liquidation Event with respect to such REO Property
        would
        be distributed, an amount (not less than zero) equal to the Stated Principal
        Balance of the related Mortgage Loan as of the date on which such REO Property
        was acquired on behalf of REMIC I, minus
        the sum
        of (i) if such REO Property was acquired before the Distribution Date in
        any
        calendar month, the principal portion of the Monthly Payment due on the Due
        Date
        in the calendar month of acquisition, to the extent advanced by the Servicer
        and
        distributed pursuant to Section
        4.01
        on or
        before such date of determination, and (ii) the aggregate amount of REO
        Principal Amortization in respect of such REO Property for all previously
        ended
        calendar months, to the extent distributed pursuant to Section
        4.01
        on or
        before such date of determination; and (b) as of any date of determination
        coinciding with or subsequent to the Distribution Date on which the proceeds,
        if
        any, of a Liquidation Event with respect to such REO Property would be
        distributed, zero.

      



      
        
          
          

        

        
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      “Stepdown
        Date”:
        The
        later to occur of (a) the Distribution Date occurring in January 2010 and
        (b) the first Distribution Date on which the Credit Enhancement Percentage
        with
        respect to the Class A Certificates (calculated for this purpose only prior
        to
        any distribution of the Principal Distribution Amount to the holders of the
        Certificates then entitled to distributions of principal on such Distribution
        Date) is equal to or greater than 56.80%.

      


      “Subcontractor”:
        Any
        vendor, subcontractor or other Person (but not including the Trustee, except
        to
        the extent described in Article
        XI)
        that is
        not responsible for the overall servicing (as “servicing” is commonly understood
        by participants in the mortgage-backed securities market) of Mortgage Loans
        but
        performs one or more discrete functions identified in Item 1122(d) of Regulation
        AB with respect to Mortgage Loans under the direction or authority of the
        Servicer or a Sub-Servicer.

      


      “Subordination
        Percentage”:
        With
        respect to each class of Class A and Mezzanine Certificates, the applicable
        approximate percentage set forth in the table below. 

       

      
        	
                Class

              	
                Percentage

              	
                Class

              	
                Percentage

              
	
                A

              	
                43.20%

              	
                M-6
                  

              	
                81.70%

              
	
                  
                  M-1

              	
                54.70%

              	
                M-7

              	
                85.20%

              
	
                  
                  M-2

              	
                65.70%

              	
                M-8

              	
                87.40%

              
	
                  
                  M-3

              	
                69.40%

              	
                M-9

              	
                90.40%

              
	
                  
                  M-4

              	
                74.80%

              	
                 
                  M-10

              	
                93.90%

              
	
                  
                  M-5

              	
                78.90%

              	
                 

              	
                 

              


      

       

      
        
          
          

        

        
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      “Sub-Servicer”:
        Any
        Person with which the Servicer has entered into a Sub-Servicing Agreement
        and
        which meets the qualifications of a Sub-Servicer pursuant to Section
        3.02.

      


      “Sub-Servicing
        Account”:
        As
        defined in Section
        3.08.

      


      “Sub-Servicing
        Agreement”:
        The
        written contract between the Servicer and a Sub-Servicer relating to servicing
        and administration of certain Mortgage Loans as provided in Section
        3.02.

      


      “Subsequent
        Recoveries”:
        As of
        any Distribution Date, unexpected amounts received by the Servicer (net of
        any
        related expenses permitted to be reimbursed to the Servicer) specifically
        related to a Mortgage Loan that was the subject of a liquidation or an REO
        Disposition prior to the related Prepayment Period that resulted in a Realized
        Loss. If Subsequent Recoveries are received, they will be included as part
        of
        the Principal Remittance Amount for the following Distribution Date. In
        addition, after giving effect to all distributions on a Distribution Date,
        the
        amount of such Subsequent Recoveries will increase the Certificate Principal
        Balance first, of the Class A Certificates then outstanding, if a Realized
        Loss
        had been allocated to the Class A Certificates, on a pro
        rata
        basis by
        the amount of such Subsequent Recoveries, and second, of the class of Mezzanine
        Certificates then outstanding with the highest distribution priority to which
        a
        Realized Loss was allocated. Thereafter, such class of Class A and Mezzanine
        Certificates will accrue interest on the increased Certificate Principal
        Balance.

      


      “Substitution
        Shortfall Amount”:
        As
        defined in Section 2.03(b).

      


      “Swap
        Account”:
        The
        separate trust account created and maintained by the Trustee.

      


      “Swap
        Agreement”:
        The
        interest rate swap agreement between the Swap Counterparty and the Trustee,
        on
        behalf of the Trust, which agreement provides for Net Swap Payments and Swap
        Termination Payments to be paid, as provided therein, together with any
        schedules, confirmations, credit support annexes or other agreements relating
        thereto, attached hereto as Exhibit
        K-1.

      


      “Swap
        Agreement Notional Balance”:
        As to
        the Swap Agreement and each “Floating Rate Payer Payment Date” (as defined in
        the Swap Agreement), the amount set forth on Exhibit K-2
        hereto
        for such Floating Rate Payer Payment Date.

      


      “Swap
        Counterparty”:
        The
        swap counterparty under the Swap Agreement either (a) entitled to receive
        payments from the Trustee from amounts payable by the Trust Fund under this
        Agreement or (b) required to make payments to the Trustee for payment to
        the
        Trust Fund, in either case pursuant to the terms of the Swap Agreement, and
        any
        successor in interest or assign. Initially, the Swap Counterparty shall be
        Swiss
        Re Financial Corporation.

      


      “Swap
        LIBOR”:
        LIBOR
        as determined pursuant to the Swap Agreement.

      


      “Swap
        Counterparty Trigger Event”:
        With
        respect to any Distribution Date, (i) an “Event of Default” (as defined in the
        Swap Agreement) with respect to which the Swap Counterparty is a “Defaulting
        Party” (as defined in the Swap Agreement) or a “Termination Event” (as defined
        in the Swap Agreement) (including an “Additional Termination Event” (as defined
        in the Swap Agreement)) under the Swap Agreement with respect to which the
        Swap
        Counterparty is the sole “Affected Party” (as defined in the Swap
        Agreement).

      



      
        
          
          

        

        
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      “Swap
        Payment Shortfall”:
        With
        respect to any Distribution Date, a Realized Loss equal to the lesser of
        (x) any
        Net Swap Payment owed to the Swap Counterparty or Swap Termination Payment
        on
        any Distribution Date not due to a Swap Counterparty Trigger Event owed to
        the
        Swap Counterparty to the extent not covered by that portion of the Available
        Distribution Amount (without giving effect to any Net Swap Payment owed to
        the
        Swap Counterparty or any Swap Termination Payment owed to the Swap Counterparty
        not due to a Swap Counterparty Trigger Event) for that Distribution Date
        that
        represents interest received or advanced on the Mortgage Loans and (y) the
        Available Distribution Amount (without giving effect to any Net Swap Payment
        owed to the Swap Counterparty or any Swap Termination Payment owed to the
        Swap
        Counterparty not due to a Swap Counterparty Trigger Event) for that Distribution
        Date other than the portion of the Available Distribution Amount for that
        Distribution Date that represents interest received or advanced on the Mortgage
        Loans.

      


      “Swap
        Termination Payment”:
        Upon
        the designation of an “Early Termination Date” (as defined in the Swap
        Agreement), the payment to be made by the Trustee on behalf of the Trust
        to the
        Swap Counterparty from payments from the Trust Fund, or by the Swap Counterparty
        to the Trustee for payment to the Trust Fund, as applicable, pursuant to
        the
        terms of the Swap Agreement.

      


      “Tax
        Returns”:
        The
        federal income tax return on Internal Revenue Service Form 1066, U.S. Real
        Estate Mortgage Investment Conduit Income Tax Return, including Schedule
        Q
        thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income
        or Net Loss Allocation, or any successor forms, to be filed on behalf of
        the
        Trust Fund due to the classification of portions thereof as REMICs under
        the
        REMIC Provisions, together with any and all other information reports or
        returns
        that may be required to be furnished to the Certificateholders or filed with
        the
        Internal Revenue Service or any other governmental taxing authority under
        any
        applicable provisions of federal, state or local tax laws.

      


      “Telerate
        Page 3750”:
        The
        display designated as page “3750” on the Dow Jones Telerate Capital Markets
        Report (or such other page as may replace page 3750 on that report for the
        purpose of displaying London interbank offered rates of major
        banks).

      


      “Termination
        Price”:
        As
        defined in Section 9.01.

      


      “Terminator”:
        As
        defined in Section 9.01.

      


      “Third-Party
        Originator”:
        Each
        Person, other than a Qualified Correspondent, that originated Mortgage Loans
        acquired by the Servicer.

      


      “Transaction
        Party”:
        As
        defined in Section 11.02.

      


      “Transfer”:
        Any
        direct or indirect transfer, sale, pledge, hypothecation, or other form of
        assignment of any Ownership Interest in a Certificate.

      



      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      


      “Transferee”:
        Any
        Person who is acquiring by Transfer any Ownership Interest in a
        Certificate.

      


      “Transferor”:
        Any
        Person who is disposing by Transfer of any Ownership Interest in a
        Certificate.

      


      “Trigger
        Event”:
        A
        Trigger Event is in effect on any Distribution Date on or after the Stepdown
        Date if:

      


      (a) the
        Delinquency Percentage exceeds 28.00% of the then current Credit Enhancement
        Percentage with respect to the Class A Certificates for the prior Distribution
        Date; or

      


      (b) the
        aggregate amount of Realized Losses (other than Realized Losses which are
        Swap
        Payment Shortfalls, if any) incurred since the Cut-off Date through the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period, reduced by the aggregate amount of Subsequent Recoveries received
        since
        the Cut-off Date through the last day of the related Due Period) divided
        by
        aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
        Date
        exceeds the applicable percentages set forth below with respect to such
        Distribution Date:

       

      
        	
                Distribution
                  Date Occurring In

              	 	
                Percentage

              
	
                January
                  2010 through December 2010

              	 	
                3.15%
                  for the first distribution date of this period, plus an additional
                  1/12th
                  of
                  1.80% for each distribution date thereafter

              
	
                January
                  2011 through December 2011

              	 	
                4.95%
                  for the first distribution date of this period, plus an additional
                  1/12th
                  of
                  1.40% for each distribution date thereafter

              
	
                January
                  2012 through December 2012

              	 	
                6.35%
                  for the first distribution date of this period, plus an additional
                  1/12th
                  of
                  0.80% for each distribution date thereafter

              
	
                January
                  2013 and thereafter 

              	 	
                7.15%

              


      

       

      “Trust
        Fund”:
        Collectively, all of the assets of each Trust REMIC, the Swap Account, the
        Swap
        Agreement and the other assets conveyed by the Depositor to the Trustee pursuant
        to Section
        2.01.

      


      “Trust
        REMIC”:
        Any of
        REMIC I or REMIC II.

      


      “Trustee”:
        Wells
        Fargo Bank, N.A., a national banking association, or its successor in interest,
        or any successor trustee appointed as herein provided.

      


      “Trustee
        Information”:
        As
        defined in Section
        11.05.

      


      “Trustee
        Fee”:
        The
        amount payable to the Trustee on each Distribution Date pursuant to Section
        8.05
        as
        compensation for all services rendered by it in the execution of the trust
        hereby created and in the exercise and performance of any of the powers and
        duties of the Trustee hereunder, which amount shall equal the Trustee Fee
        Rate
        accrued for one month on the aggregate Stated Principal Balance of the Mortgage
        Loans and any REO Properties as of the first day of the related Due Period
        (or,
        in the case of the initial Distribution Date, as of the Cut-off Date),
        calculated on the basis of a 360-day year consisting of twelve 30-day
        months.

      



      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      


      “Trustee
        Fee Rate”:
        0.0025% per annum.

      


      “Uncertificated
        Balance”:
        The
        amount of any REMIC I Regular Interest outstanding as of any date of
        determination. As of the Closing Date, the Uncertificated Balance of each
        REMIC
        I Regular Interest shall equal the amount set forth in the Preliminary Statement
        hereto as its initial uncertificated balance. On each Distribution Date,
        the
        Uncertificated Balance of each REMIC I Regular Interest shall be reduced
        by all
        distributions of principal made on such REMIC I Regular Interest on such
        Distribution Date pursuant to Section
        4.01
        and, if
        and to the extent necessary and appropriate, shall be further reduced on
        such
        Distribution Date by Realized Losses as provided in Section
        4.04.
        The
        Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be increased
        by
        interest deferrals as provided in Section
        4.01(a)(1)(i)(A).
        The
        Uncertificated Balance of each REMIC I Regular Interest shall never be less
        than
        zero.

      


      “Uncertificated
        Interest”:
        With
        respect to any REMIC I Regular Interest for any Distribution Date, one month’s
        interest at the REMIC I Remittance Rate applicable to such REMIC I Regular
        Interest for such Distribution Date, accrued on the Uncertificated Balance
        thereof immediately prior to such Distribution Date. Uncertificated Interest
        in
        respect of any REMIC I Regular Interest shall accrue on the basis of a 360-day
        year consisting of twelve 30-day months. Uncertificated Interest with respect
        to
        each Distribution Date, as to any REMIC I Regular Interest, shall be reduced
        by
        an amount equal to the sum of (a) the aggregate Prepayment Interest Shortfall,
        if any, for such Distribution Date to the extent not covered by payments
        pursuant to Section
        3.24
        and (b)
        the aggregate amount of any Relief Act Interest Shortfall, if any allocated,
        in
        each case, to such REMIC I Regular Interest pursuant to Section 1.02.
        In
        addition, Uncertificated Interest with respect to each Distribution Date,
        as to
        any REMIC I Regular Interest shall be reduced by Realized Losses, if any,
        allocated to such REMIC I Regular Interest pursuant to Section
        1.02
        and
Section
        4.04.

      


      “Underwriters’
        Exemption”:
        An
        individual exemption issued by the United States Department of Labor, Prohibited
        Transaction Exemption 90-30 (55 Fed. Reg. 21461, May 24, 1990), as amended,
        to
        Bear, Stearns & Co. Inc., for specific offerings in which Bear, Stearns
& Co. Inc. or any person directly or indirectly, through one or more
        intermediaries, controlling, controlled by or under common control with Bear,
        Stearns & Co. Inc. is an underwriter, placement agent or a manager or
        co-manager of the underwriting syndicate or selling group where the trust
        and
        the offered certificates meet specified conditions. The Underwriters’ Exemption,
        as amended, provides a partial exemption for transactions involving certificates
        representing a beneficial interest in a trust and entitling the holder to
        pass-through payments of principal, interest and/or other payments with respect
        to the trust’s assets.

      


      “Uninsured
        Cause”:
        Any
        cause of damage to a Mortgaged Property such that the complete restoration
        of
        such property is not fully reimbursable by the hazard insurance policies
        required to be maintained pursuant to Section
        3.14.

      



      
        
          
          

        

        
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      “United
        States Person”:
        A
        citizen or resident of the United States, a corporation, partnership (or
        other
        entity treated as a corporation or partnership for United States federal
        income
        tax purposes) created or organized in, or under the laws of, the United States,
        any state thereof, or the District of Columbia (except in the case of a
        partnership, to the extent provided in Treasury regulations) provided that,
        for
        purposes solely of the restrictions on the transfer of Class R Certificates,
        no
        partnership or other entity treated as a partnership for United States federal
        income tax purposes shall be treated as a United States Person unless all
        persons that own an interest in such partnership either directly or through
        any
        entity that is not a corporation for United States federal income tax purposes
        are required by the applicable operative agreement to be United States Persons,
        or an estate the income of which from sources without the United States is
        includible in gross income for United States federal income tax purposes
        regardless of its connection with the conduct of a trade or business within
        the
        United States, or a trust if a court within the United States is able to
        exercise primary supervision over the administration of the trust and one
        or
        more United States persons have authority to control all substantial decisions
        of the trust. The term “United States” shall have the meaning set forth in
        Section 7701 of the Code or successor provisions.

      


      “Value”:
        With
        respect to any Mortgaged Property, the lesser of (i) the lesser of (a) the
        value
        thereof as determined by an appraisal made for the Originator of the Mortgage
        Loan at the time of origination of the Mortgage Loan by an appraiser who
        met the
        minimum requirements of Fannie Mae and Freddie Mac and (b) the value thereof
        as
        determined by a review appraisal conducted by the Originator in accordance
        with
        the Originator’s underwriting guidelines, and (ii) the purchase price paid
        for the related Mortgaged Property by the Mortgagor with the proceeds of
        the
        Mortgage Loan; provided,
        however,
        (A) in
        the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property
        is
        based solely upon the lesser of (1) the value determined by an appraisal
        made
        for the Originator of such Refinanced Mortgage Loan at the time of origination
        of such Refinanced Mortgage Loan by an appraiser who met the minimum
        requirements of Fannie Mae and Freddie Mac and (2) the value thereof as
        determined by a review appraisal conducted by the Originator in accordance
        with
        the Originator’s underwriting guidelines, and (B) in the case of a Mortgage Loan
        originated in connection with a “lease-option purchase,” such value of the
        Mortgaged Property is based on the lower of the value determined by an appraisal
        made for the Originator of such Mortgage Loan at the time of origination
        or the
        sale price of such Mortgaged Property if the “lease option purchase price” was
        set less than 12 months prior to origination, and is based on the value
        determined by an appraisal made for the Originator of such Mortgage Loan
        at the
        time of origination if the “lease option purchase price” was set 12 months or
        more prior to origination.

      


      “Voting
        Rights”:
        The
        portion of the voting rights of all of the Certificates which is allocated
        to
        any Certificate. With respect to any date of determination, 98% of all Voting
        Rights will be allocated among the holders of the Class A Certificates, the
        Mezzanine Certificates and the Class CE Certificates in proportion to the
        then
        outstanding Certificate Principal Balances of their respective Certificates,
        1%
        of all Voting Rights will be allocated to the holders of the Class P
        Certificates and 1% of all Voting Rights will be allocated among the holders
        of
        the Residual Certificates. The Voting Rights allocated to each Class of
        Certificate shall be allocated among Holders of each such Class in accordance
        with their respective Percentage Interests as of the most recent Record
        Date.

      



      
        
          
          

        

        
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      SECTION
        1.02 Allocation
        of Certain Interest Shortfalls.
        For
        purposes of calculating the amount of Accrued Certificate Interest and the
        amount of the Interest Distribution Amount for the Class A Certificates,
        the
        Mezzanine Certificates and the Class CE Certificates for any Distribution
        Date,
        (1) the aggregate amount of any Prepayment Interest Shortfalls (to the extent
        not covered by payments by the Servicer pursuant to Section
        3.24)
        and any
        Relief Act Interest Shortfall incurred in respect of the Mortgage Loans for
        any
        Distribution Date shall be allocated first, to the Class CE Certificates
        based
        on, and to the extent of, one month’s interest at the then applicable
        Pass-Through Rate on the Notional Amount of the Class CE Certificates and,
        thereafter, among the Class A Certificates and the Mezzanine Certificates
        on a
pro
        rata
        basis
        based on, and to the extent of, one month’s interest at the then applicable
        respective Pass-Through Rate on the respective Certificate Principal Balance
        of
        each such Certificate and (2) the aggregate amount of any Realized Losses
        incurred for any Distribution Date shall be allocated to the Class CE
        Certificates based on, and to the extent of, one month’s interest at the then
        applicable Pass-Through Rate on the Notional Amount of the Class CE
        Certificates.

      


      For
        purposes of calculating the amount of Uncertificated Interest for the REMIC
        I
        Regular Interests for any Distribution Date, the aggregate amount of any
        Prepayment Interest Shortfalls (to the extent not covered by payments by
        the
        Servicer pursuant to Section
        3.24)
        and any
        Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
        for any
        Distribution Date shall be allocated among REMIC I Regular Interest I-LTAA,
        REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC
        I
        Regular Interest I-LTA3,
        REMIC I
        Regular Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular
        Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
        I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
        REMIC
        I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
        Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
        I-LTM10 and REMIC I Regular Interest I-LTZZ pro
        rata
        based
        on, and to the extent of, one month’s interest at the then applicable respective
        Pass-Through Rate on the respective Uncertificated Balance of each such REMIC
        I
        Regular Interest.

      


      ARTICLE
        II

      


      CONVEYANCE
        OF MORTGAGE LOANS;

      ORIGINAL
        ISSUANCE OF CERTIFICATES

      


      SECTION
        2.01 Conveyance
        of the Mortgage Loans.
        On the
        Closing Date, the Depositor will transfer, assign, set over and otherwise
        convey
        to the Trustee without recourse, for the benefit of the Certificateholders,
        all
        the right, title and interest of the Depositor, including any security interest
        therein for the benefit of the Depositor, in and to the Mortgage Loans
        identified on the Mortgage Loan Schedule, the rights of the Depositor under
        the
        Mortgage Loan Purchase Agreement, and all other assets included or to be
        included in REMIC I. Such assignment includes all interest and principal
        received by the Depositor or the Servicer on or with respect to the Mortgage
        Loans (other than payments of principal and interest due on such Mortgage
        Loans
        on or before the Cut-off Date). The Depositor herewith delivers to the Trustee
        an executed copy of the Mortgage Loan Purchase Agreement. In addition, on
        the
        Closing Date, the Trustee is hereby directed to enter into the Swap Agreement
        on
        behalf of the Trust Fund with the Swap Counterparty.

      



      
        
          
          

        

        
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      In
        connection with such transfer and assignment, the Depositor shall deliver
        to and
        deposit with the Custodian on behalf of the Trustee the following documents
        or
        instruments with respect to each Mortgage Loan so transferred and assigned
        (in
        each case, a “Mortgage
        File”):

      


      (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;

      


      (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 Stated Principal Balance of the Original Mortgage Loans as of
        the
        Cut-off Date, if any original Mortgage Note referred to in Section
        2.01(i)
        above
        cannot be located, the obligations of the Depositor to deliver such documents
        shall be deemed to be satisfied upon delivery to the Custodian on behalf
        of the
        Trustee of a photocopy of such Mortgage Note, if available, with a lost note
        affidavit substantially in the form of Exhibit
        H
        attached
        hereto. If any of the original Mortgage Notes for which a lost note affidavit
        was delivered to the Custodian on behalf of the Trustee is subsequently located,
        such original Mortgage Note shall be delivered to
        the
        Custodian on behalf of the
        Trustee within three Business Days.

      


      If
        any of
        the documents referred to in Sections
        2.01(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 Depositor to deliver such documents shall be deemed to
        be
        satisfied upon (1) delivery to the Custodian on behalf of the Trustee 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 Custodian on behalf
        of the
        Trustee, 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 Trustee and
        the
        Rating Agencies by the Depositor 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
        2.01(vi)
        above,
        the Depositor shall deliver or cause to be delivered to the Custodian on
        behalf
        of the Trustee, promptly after receipt thereof, the original lender’s title
        insurance policy. The Depositor shall deliver or cause to be delivered to
        the
        Custodian on behalf of the Trustee 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.

      



      
        
          
          

        

        
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      The
        Trustee shall enforce the obligations of the Seller under the Mortgage Loan
        Purchase Agreement to promptly (within sixty Business Days following the
        later
        of the Closing Date and the date of receipt by the Trustee 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 the expense
        of
        the Responsible Party and at no expense to the Trust Fund, the Trustee or
        the
        Depositor, in the appropriate public office for real property records, each
        Assignment referred to in Sections
        2.01(iii)
        and
(iv)
        above
        and the Depositor 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 (at the expense of the Responsible
        Party) 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.
        If
        the Responsible Party is unable to pay the cost of recording the Assignments,
        such expense will be paid by the Trustee and shall be reimbursable to the
        Trustee as an Extraordinary Trust Fund Expense. Notwithstanding the foregoing,
        the Trustee shall not be responsible for determining whether any Assignment
        delivered by the Depositor hereunder is in recordable form.

      


      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 Depositor receives written notice that
        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
        Trustee shall enforce the obligations of the Seller under the Mortgage Loan
        Purchase Agreement to submit or cause to be submitted each Assignment for
        recording in the manner described above, 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
        hereof,
        (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 by the Trustee from the Servicer that recording of the
        Assignments is required pursuant to one or more of the conditions set forth
        in
        the preceding sentence, the Depositor shall be required to deliver such
        Assignments or shall cause such Assignments to be delivered within 30 days
        following receipt of such notice.

      



      
        
          
          

        

        
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      All
        original documents relating to the Mortgage Loans that are not delivered
        to the
        Custodian on behalf of the Trustee are and shall be held by or on behalf
        of the
        Seller, the Depositor or the Servicer, as the case may be, in trust for the
        benefit of the Trustee on behalf of the Certificateholders. In the event
        that
        any such original document is required pursuant to the terms of this
Section
        2.01
        to be a
        part of a Mortgage File, such document shall be delivered promptly to the
        Custodian on behalf of the Trustee. Any such original document delivered
        to or
        held by the Depositor that is not required pursuant to the terms of this
        Section
        to be a part of a Mortgage File, shall be delivered promptly to the
        Servicer.

      


      The
        parties hereto understand and agree that it is not intended that any Mortgage
        Loans be included in the Trust that are (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).

      


      SECTION
        2.02 Acceptance
        of REMIC I by Trustee.
        The
        Trustee acknowledges receipt by the Custodian subject to the provisions of
        Section
        2.01
        above
        and subject to any exceptions noted on the exception report described in
        the
        next paragraph below, of the documents referred to in Section
        2.01
        (other
        than such documents described in Section
        2.01(v))
        and all
        other assets included in the definition
        of “REMIC I”
under
        clauses
        (i),
        (iii),
        (iv)
        and
(v)
        (to the
        extent of amounts attributable thereto deposited into the Certificate Account)
        and declares that it holds and will hold such documents and the other documents
        delivered to it constituting a Mortgage File, and that it holds or will hold
        all
        such assets and such other assets included in the definition
        of “REMIC I”
in
        trust for the exclusive use and benefit of all present and future
        Certificateholders.

      


      The
        Trustee, for the benefit of the Certificateholders, shall cause the Custodian
        to
        review each Mortgage File in accordance with the Custodial Agreement, on
        or
        before the Closing Date, and the Trustee shall cause the Custodian to certify
        in
        substantially the form attached
        to the Custodial Agreement as Exhibit 1
        that, as
        to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
        Mortgage Loan paid in full or any Mortgage Loan specifically identified in
        the
        exception report annexed thereto as not being covered by such certification),
        (i) all documents constituting part of such Mortgage File (other than such
        documents described in Section
        2.01(v))
        required
        to be delivered to it pursuant to this Agreement are in its possession, (ii)
        such documents have been reviewed by the Custodian and appear regular on
        their
        face and relate to such Mortgage Loan and (iii) based on the Custodian’s
        examination and only as to the foregoing, the information set forth in the
        Mortgage Loan Schedule that corresponds to items
        (i),
        (ii),
        (x),
        (xi)
        and
(xiv)
        of the
definition
        of “Mortgage Loan Schedule”
        accurately reflects information set forth in the Mortgage File. It is herein
        acknowledged that, in conducting such review, the Trustee (or the Custodian,
        as
        applicable) is under no duty or obligation (i) to inspect, review or examine
        any
        such documents, instruments, certificates or other papers to determine whether
        they are genuine, enforceable, valid, legally binding, effective or appropriate
        for the represented purpose or whether they have actually been recorded or
        are
        in recordable form or that they are other than what they purport to be on
        their
        face, (ii) to determine whether any Mortgage File should include any of the
        documents specified in clause
        (v)
        of
Section
        2.01
        or (iii)
        to determine the perfection or priority of any security interest in any such
        documents or instruments. Notwithstanding the foregoing, in conducting the
        review described in this Section 2.02,
        the
        Trustee (or the Custodian, if applicable, shall not be responsible for
        determining (i) if an Assignment is sufficient under the laws of the
        jurisdiction wherein the related Mortgaged Property is located to reflect of
        record the sale of the Mortgage or (ii) if a Mortgage creates a first or
        second
        lien on, or first or second priority security interest in, a Mortgaged
        Property.

      



      
        
          
          

        

        
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      Prior
        to
        the first anniversary date of this Agreement, the Trustee shall cause the
        Custodian to deliver as required under the Custodial Agreement to the Depositor,
        the Trustee and the Servicer a final certification in the form attached to
        the
        Custodial Agreement as Exhibit 2 evidencing the completeness of the Mortgage
        Files, with any applicable exceptions noted thereon, and the Servicer shall
        forward a copy thereof to any Sub-Servicer.

      


      If
        in the
        process of reviewing the Mortgage Files and making or preparing, as the case
        may
        be, the certifications referred to above, the Custodian, on behalf of the
        Trustee, finds any document or documents constituting a part of a Mortgage
        File
        to be missing or defective in any material respect, at the conclusion of
        its
        review the Custodian, on behalf of the Trustee, shall so notify the Depositor
        and the Servicer. In addition, upon the discovery by the Depositor, the
        Servicer, the Custodian or the Trustee of a breach of any of the representations
        and warranties made by either the Responsible Party or the Seller in the
        related
        Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which
        materially adversely affects such Mortgage Loan or the interests of the
        Certificateholders in such Mortgage Loan, the party discovering such breach
        shall give prompt written notice to the other parties.

      


      The
        Trustee shall, at the written request and expense of any Certificateholder,
        cause the Custodian to provide a written report to the Trustee for forwarding
        to
        such Certificateholder of all Mortgage Files released to the Servicer for
        servicing purposes.

      


      The
        Depositor and the Trustee intend that the assignment and transfer herein
        contemplated is absolute and constitutes a sale of the Mortgage Loans, the
        related Mortgage Notes and the related documents, conveying good title thereto
        free and clear of any liens and encumbrances, from the Depositor to the Trustee
        in trust for the benefit of the Certificateholders and that such property
        not be
        part of the Depositor’s estate or property of the Depositor in the event of any
        insolvency by the Depositor. In the event that such conveyance is deemed
        to be,
        or to be made as security for, a loan, the parties intend that the Depositor
        shall be deemed to have granted and does hereby grant to the Trustee a first
        priority perfected security interest in all of the Depositor’s right, title and
        interest in and to the Mortgage Loans, the related Mortgage Notes and the
        related documents, and that this Agreement shall constitute a security agreement
        under applicable law.

      


      SECTION
        2.03 Repurchase
        or Substitution of Mortgage Loans by the Responsible Party and the
        Seller.
        (a)
        Upon discovery or receipt of notice of any materially defective document
        in, or
        that a document is missing from, a Mortgage File or of the breach by the
        Responsible Party or the Seller of any representation, warranty or covenant
        under the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan
        that
        materially adversely affects the value of such Mortgage Loan or the interest
        therein of the Certificateholders, the Trustee shall promptly notify the
        Seller,
        the Responsible Party and the Servicer of such defect, missing document or
        breach and request that the Responsible Party or the Seller, as applicable,
        deliver such missing document or cure such defect or breach within 60 days
        from
        the date the Responsible Party or the Seller, as applicable, was notified
        of
        such missing document, defect or breach, and if the Responsible Party or
        the
        Seller, as applicable, does not deliver such missing document or cure such
        defect or breach in all material respects during such period, the Trustee
        shall
        enforce the obligations of the Responsible Party or the Seller, as applicable,
        under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan
        from
        REMIC I at the Purchase Price within 90 days after the date on which the
        Responsible Party or the Seller, as applicable, was notified (subject to
        Section
        2.03(c))
        of such
        missing document, defect or breach, if and to the extent that the Responsible
        Party or the Seller, as applicable, is obligated to do so under the Mortgage
        Loan Purchase Agreement. The Purchase Price for the repurchased Mortgage
        Loan
        shall be remitted to the Servicer for deposit in the Custodial Account and
        the
        Trustee, or the Custodian on behalf of the Trustee, upon receipt of written
        certification from the Servicer of such deposit, shall release to the
        Responsible Party or the Seller, as applicable, the related Mortgage File
        and
        the Trustee shall execute and deliver such instruments of transfer or
        assignment, in each case without recourse, as the Responsible Party or the
        Seller, as applicable, shall furnish to it and as shall be necessary to vest
        in
        the Responsible Party or the Seller, as applicable, any Mortgage Loan released
        pursuant hereto. The Trustee shall not have any further responsibility with
        regard to such Mortgage File. In lieu of repurchasing any such Mortgage Loan
        as
        provided above, if so provided in the Mortgage Loan Purchase Agreement, the
        Responsible Party or the Seller, as applicable, may cause such Mortgage Loan
        to
        be removed from REMIC I (in which case it shall become a Deleted Mortgage
        Loan)
        and substitute one or more Qualified Substitute Mortgage Loans in the manner
        and
        subject to the limitations set forth in Section
        2.03(b);
        provided,
        however,
        the
        Responsible Party may not substitute a Qualified Substitute Mortgage Loan
        for
        any Deleted Mortgage Loan that violates any predatory or abusive lending
        law. It
        is understood and agreed that the obligation of the Responsible Party and
        the
        Seller to cure or to repurchase (or to substitute for) any Mortgage Loan
        as to
        which a document is missing, a material defect in a constituent document
        exists
        or as to which such a breach has occurred and is continuing shall constitute
        the
        sole remedy respecting such omission, defect or breach available to the Trustee
        and the Certificateholders.

      



      
        
          
          

        

        
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      (b) Any
        substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage
        Loans
        made pursuant to Section
        2.03(a)
        must be
        effected prior to the date which is two years after the Startup Day for REMIC
        I.

      


      As
        to any
        Deleted Mortgage Loan for which the Responsible Party or the Seller, as
        applicable, substitutes a Qualified Substitute Mortgage Loan or Loans, such
        substitution shall be effected by the Responsible Party or the Seller, as
        applicable, delivering to the Custodian, on behalf of the Trustee, for such
        Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage,
        the Assignment to the Trustee, and such other documents and agreements, with
        all
        necessary endorsements thereon, as are required by Section
        2.01,
        together with an Officers’ Certificate providing that each such Qualified
        Substitute Mortgage Loan satisfies the definition thereof and specifying
        the
        Substitution Shortfall Amount (as described below), if any, in connection
        with
        such substitution. In accordance with the Custodial Agreement, the Trustee
        shall
        cause the Custodian to acknowledge receipt for such Qualified Substitute
        Mortgage Loan or Loans and, within ten Business Days thereafter, shall review
        such documents as specified in Section
        2.02
        and
        cause the Custodian to deliver to the Depositor, the Trustee and the Servicer,
        with respect to such Qualified Substitute Mortgage Loan or Loans, a
        certification substantially in the form attached to the Custodial Agreement
        as
        Exhibit 1, with any applicable exceptions noted thereon. Within one year
        of the
        date of substitution, in accordance with the Custodial Agreement, the Trustee
        shall cause the Custodian to deliver to the Depositor, the Trustee and the
        Servicer a certification substantially in the form attached to the Custodial
        Agreement as Exhibit 2 with respect to such Qualified Substitute Mortgage
        Loan
        or Loans, with any applicable exceptions noted thereon. Monthly Payments
        due
        with respect to Qualified Substitute Mortgage Loans in the month of substitution
        are not part of REMIC I and will be retained by the Responsible Party or
        the
        Seller, as applicable. For the month of substitution, distributions to
        Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage
        Loan on or before the Due Date in the month of substitution, and the Responsible
        Party or the Seller, as applicable, shall thereafter be entitled to retain
        all
        amounts subsequently received in respect of such Deleted Mortgage Loan. The
        Depositor shall give or cause to be given written notice to the
        Certificateholders that such substitution has taken place, shall amend the
        Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan
        from
        the terms of this Agreement and the substitution of the Qualified Substitute
        Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage
        Loan
        Schedule to the Trustee and the Custodian. Upon such substitution, such
        Qualified Substitute Mortgage Loan or Loans shall constitute part of the
        Mortgage Pool and shall be subject in all respects to the terms of this
        Agreement and the Mortgage Loan Purchase Agreement, including, all applicable
        representations and warranties thereof included in the Mortgage Loan Purchase
        Agreement.

      



      
        
          
          

        

        
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      For
        any
        month in which the Responsible Party or the Seller, as applicable, substitutes
        one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
        Loans, the Servicer will determine the amount (the “Substitution
        Shortfall Amount”),
        if
        any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
        exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan,
        the Stated Principal Balance thereof as of the date of substitution, together
        with one month’s interest on such Stated Principal Balance at the applicable
        Expense Adjusted Mortgage Rate, plus
        all
        outstanding Advances and Servicing Advances (including Nonrecoverable Advances
        and Nonrecoverable Servicing Advances) related thereto. On the date of such
        substitution, the Responsible Party or the Seller, as applicable, will deliver
        or cause to be delivered to the Servicer for deposit in the Custodial Account
        an
        amount equal to the Substitution Shortfall Amount, if any, and upon receipt
        by
        the Custodian, on behalf of the Trustee, of the related Qualified Substitute
        Mortgage Loan or Loans and certification by the Servicer to the Trustee of
        such
        deposit, the Trustee shall cause the Custodian to release, as required by
        the
        Custodial Agreement, to the Responsible Party or the Seller, as applicable,
        the
        related Mortgage File or Files and the Trustee shall execute and deliver
        such
        instruments of transfer or assignment, in each case without recourse, the
        Responsible Party or the Seller, as applicable, shall deliver to it and as
        shall
        be necessary to vest therein any Deleted Mortgage Loan released pursuant
        hereto.

      


      In
        addition, the Responsible Party or the Seller, as applicable, shall obtain
        at
        its own expense and deliver to the Trustee an Opinion of Counsel to the effect
        that such substitution will not cause (a) any federal tax to be imposed on
        any
        Trust REMIC, including without limitation, any federal tax imposed on
“prohibited transactions” under Section 860F(a)(1) of the Code or on
“contributions after the startup date” under Section 860G(d)(1) of the Code, or
        (b) any Trust REMIC to fail to qualify as a REMIC at any time that any
        Certificate is outstanding.

      



      
        
          
          

        

        
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      (c) Upon
        discovery by the Depositor, the Servicer or the Trustee that any Mortgage
        Loan
        does not constitute a “qualified mortgage” within the meaning of Section
        860G(a)(3) of the Code, the party discovering such fact shall within two
        Business Days give written notice thereof to the other parties. In connection
        therewith, the Responsible Party shall repurchase or, subject to the limitations
        set forth in Section
        2.03(b),
        substitute one or more Qualified Substitute Mortgage Loans for the affected
        Mortgage Loan within 90 days of the earlier of discovery or receipt of such
        notice with respect to such affected Mortgage Loan. Such repurchase or
        substitution shall be made by (i) the Responsible Party or the Seller, as
        the
        case may be, if the affected Mortgage Loan’s status as a non-qualified mortgage
        is or results from a breach of any representation, warranty or covenant made
        by
        the Responsible Party or the Seller, as the case may be, under the Mortgage
        Loan
        Purchase Agreement, or (ii) the Depositor, if the affected Mortgage Loan’s
        status as a non-qualified mortgage is a breach of no representation or warranty.
        Any such repurchase or substitution shall be made in the same manner as set
        forth in Section 2.03(a).
        The
        Trustee shall reconvey to the Responsible Party the Mortgage Loan to be released
        pursuant hereto in the same manner, and on the same terms and conditions,
        as it
        would a Mortgage Loan repurchased for breach of a representation or
        warranty.

      


      SECTION
        2.04 [Reserved].

      


      SECTION
        2.05 Representations,
        Warranties and Covenants of the Servicer.
        The
        Servicer hereby represents, warrants and covenants to the Trustee, for the
        benefit of the Certificateholders and to the Depositor that as of the Closing
        Date or as of such date specifically provided herein:

      


      (i) The
        Servicer is a corporation duly organized and validly existing under the laws
        of
        the State of California and is duly authorized and qualified to transact
        any and
        all business contemplated by this Agreement to be conducted by the Servicer
        in
        any state in which a Mortgaged Property is located or is otherwise not required
        under applicable law to effect such qualification and, in any event, is in
        compliance with the doing business laws of any such State, to the extent
        necessary to ensure its ability to enforce each Mortgage Loan and to service
        the
        Mortgage Loans in accordance with the terms of this Agreement;

      


      (ii) The
        Servicer has the full power and authority to conduct its business as presently
        conducted by it and to execute, deliver and perform, and to enter into and
        consummate, all transactions contemplated by this Agreement. The Servicer
        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 Depositor and the Trustee,
        constitutes a legal, valid and binding obligation of the Servicer, enforceable
        against it in accordance with its terms except as the enforceability thereof
        may
        be limited by bankruptcy, insolvency, reorganization or similar laws affecting
        the enforcement of creditors’ rights generally and by general principles of
        equity;

      



      
        
          
          

        

        
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      (iii) The
        execution and delivery of this Agreement by the Servicer, the servicing of
        the
        Mortgage Loans by the Servicer hereunder, the consummation by the Servicer
        of
        any other of the transactions herein contemplated, and the fulfillment of
        or
        compliance with the terms hereof are in the ordinary course of business of
        the
        Servicer and will not (A) result in a breach of any term or provision of
        the
        charter or by-laws of the Servicer or (B) conflict with, result in a breach,
        violation or acceleration of, or result in a default under, the terms of
        any
        other material agreement or instrument to which the Servicer is a party or
        by
        which it may be bound, or any statute, order or regulation applicable to
        the
        Servicer of any court, regulatory body, administrative agency or governmental
        body having jurisdiction over the Servicer; and the Servicer is not a party
        to,
        bound by, or in breach or violation of any indenture or other agreement or
        instrument, or subject to or in violation of any statute, order or regulation
        of
        any court, regulatory body, administrative agency or governmental body having
        jurisdiction over it, which materially and adversely affects or, to the
        Servicer’s knowledge, would in the future materially and adversely affect, (x)
        the ability of the Servicer to perform its obligations under this Agreement
        or
        (y) the business, operations, financial condition, properties or assets of
        the
        Servicer taken as a whole;

      


      (iv) The
        Servicer is a HUD-approved servicer. No event has occurred, including but
        not
        limited to a change in insurance coverage, that would make the Servicer unable
        to comply with HUD eligibility requirements or that would require notification
        to HUD;

      


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

      


      (vi) No
        litigation is pending against the Servicer that would materially and adversely
        affect the execution, delivery or enforceability of this Agreement or the
        ability of the Servicer to service the Mortgage Loans or to perform any of
        its
        other obligations hereunder in accordance with the terms hereof;

      


      (vii) There
        are
        no actions or proceedings against, or investigations known to it of, the
        Servicer 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
        Servicer of its obligations under, or validity or enforceability of, this
        Agreement;

      


      (viii) No
        consent, approval, authorization or order of or registration or filing with
        or
        notice to any court or governmental agency or body is required for the
        execution, delivery and performance by the Servicer of, or compliance by
        the
        Servicer with, this Agreement or the consummation by it 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;

      



      
        
          
          

        

        
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      (ix) The
        Servicer will not waive any Prepayment Charge unless it is waived in accordance
        with the standard set forth in Section
        3.01;

      


      (x) The
        Servicer has fully furnished and will continue to fully furnish, 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
        or
        their successors on a monthly basis; and

      


      (xi) No
        information, certificate of an officer, statement furnished or to be furnished
        in writing or report delivered to the Depositor, any Affiliate of the Depositor
        or the Trustee by the Servicer will, to the knowledge of the Servicer, contain
        any untrue statement of a material fact or omit a material fact necessary
        to
        make the information, certificate, statement or report not
        misleading.

      


      It
        is
        understood and agreed that the representations, warranties and covenants
        set
        forth in this Section
        2.05
        shall
        survive delivery of the Mortgage Files to the Trustee and shall inure to
        the
        benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery
        by any of the Depositor, the Servicer or the Trustee of a breach of any of
        the
        foregoing representations, warranties and covenants which materially and
        adversely affects the value of any Mortgage Loan or the interests therein
        of the
        Certificateholders, the party discovering such breach shall give prompt written
        notice (but in no event later than two Business Days following such discovery)
        to the Trustee. Subject to Section
        7.01,
        unless
        such breach shall not be susceptible of cure within 90 days, the obligation
        of
        the Servicer set forth in this Section
        2.05
        to cure
        breaches shall constitute the sole remedy against the Servicer available
        to the
        Certificateholders, the Depositor and the Trustee on behalf of the
        Certificateholders respecting a breach of the representations, warranties
        and
        covenants contained in this Section
        2.05.
        Notwithstanding the foregoing, within 90 days of the earlier of discovery
        by the
        Servicer or receipt of notice by the Servicer of the breach of the
        representation or covenant of the Servicer set forth in Section
        2.05(ix)
        above,
        which breach materially and adversely affects the interests of the Holders
        of
        the Class P Certificates in any Prepayment Charge, the Servicer shall pay
        the
        amount of such waived Prepayment Charge, for the benefit of the Holders of
        the
        Class P Certificates, by depositing such amount into the Custodial
        Account.

      


      SECTION
        2.06 Issuance
        of the REMIC I Regular Interests and the Class R-I Interest.
        The
        Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
        to it of the Mortgage Files, subject to the provisions of Section
        2.01
        and
Section
        2.02,
        together with the assignment to it of all other assets included in REMIC
        I, the
        receipt of which is hereby acknowledged. Concurrently with such assignment
        and
        delivery and in exchange therefor, the Trustee, pursuant to the written request
        of the Depositor executed by an officer of the Depositor, has executed,
        authenticated and delivered to or upon the order of the Depositor, the Class
        R
        Certificates (in respect of the Class R-I Interest) in authorized denominations.
        The interests evidenced by the Class R-I Interest, together with the REMIC
        I
        Regular Interests, constitute the entire beneficial ownership interest in
        REMIC
        I. The rights of the Class R-I Interest and REMIC II (as holder of the REMIC
        I
        Regular Interest) to receive distributions from the proceeds of REMIC I in
        respect of the Class R-I Interest and the REMIC I Regular Interests, and
        all
        ownership interests evidenced or constituted by the Class R-I Interest and
        the
        REMIC I Regular Interests, shall be as set forth in this Agreement.

      



      
        
          
          

        

        
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      SECTION
        2.07 Conveyance
        of the REMIC I Regular Interests; Acceptance of REMIC II by the
        Trustee.
        The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey to the Trustee, without recourse
        all the right, title and interest of the Depositor in and to the REMIC I
        Regular
        Interests for the benefit of the Class R-II Interest and REMIC II (as holder
        of
        the REMIC I Regular Interests). The Trustee acknowledges receipt of the REMIC
        I
        Regular Interests and declares that it holds and will hold the same in trust
        for
        the exclusive use and benefit of all present and future holders of the Class
        R-II Interest and REMIC II (as holder of the REMIC I Regular Interests).
        The
        rights of the holders of the Class R-II Interest and REMIC II (as holder
        of the
        REMIC I Regular Interests) to receive distributions from the proceeds of
        REMIC
        II in respect of the Class R-II Interest and REMIC II Regular Interests,
        respectively, and all ownership interests evidenced or constituted by the
        Class
        R-II Interest and the REMIC II Regular Interests, shall be as set forth in
        this
        Agreement.

      


      SECTION
        2.08 Issuance
        of Class R Certificates.
        The
        Trustee acknowledges the assignment to it of the REMIC Regular Interests
        and,
        concurrently therewith and in exchange therefor, pursuant to the written
        request
        of the Depositor executed by an officer of the Depositor, the Trustee has
        executed, authenticated and delivered to or upon the order of the Depositor,
        the
        Class R Certificates in authorized denominations.

      


      ARTICLE
        III

      


      ADMINISTRATION
        AND SERVICING

      OF
        THE
        MORTGAGE LOANS

      


      SECTION
        3.01 Servicer
        to Act as Servicer.
        The
        Servicer shall service and administer the Mortgage Loans on behalf of the
        Trust
        Fund and in the best interests of and for the benefit of the Certificateholders
        (as determined by the Servicer in its reasonable judgment) in accordance
        with
        the terms of this Agreement and the respective Mortgage Loans and, to the
        extent
        consistent with such terms, in the same manner in which it services and
        administers similar mortgage loans for its own portfolio, and in accordance
        with
        all applicable laws and customary and usual standards of practice of mortgage
        lenders and loan servicers administering similar mortgage loans but without
        regard to:

      


      (i) any
        relationship that the Servicer, any Sub-Servicer or any Affiliate of the
        Servicer or any Sub-Servicer may have with the related Mortgagor;

      


      (ii) the
        ownership or non-ownership of any Certificate by the Servicer or any Affiliate
        of the Servicer;

      



      
        
          
          

        

        
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      (iii) the
        Servicer’s obligation to make Advances or Servicing Advances; or

      


      (iv) the
        Servicer’s or any Sub-Servicer’s right to receive compensation for its services
        hereunder or with respect to any particular transaction.

      


      To
        the
        extent consistent with the foregoing, the Servicer (a) shall seek to maximize
        the timely and complete recovery of principal and interest on the Mortgage
        Notes
        and (b) shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge
        only
        under the following circumstances: (i) such waiver is standard and customary
        in
        servicing similar Mortgage Loans and (ii) such waiver would, in the reasonable
        judgment of the Servicer, maximize recovery of total proceeds taking into
        account the value of such Prepayment Charge and the related Mortgage Loan
        and,
        if such waiver is made in connection with a refinancing of the related Mortgage
        Loan, such refinancing is related to a default or a reasonably foreseeable
        default or (iii) collection of the related Prepayment Charge would violate
        applicable law. If a Prepayment Charge is waived as permitted by meeting
        both of
        the standards described in clauses
        (i)
        and
(ii)
        above,
        then the Servicer is required to pay the amount of such waived Prepayment
        Charge, for the benefit of the Holders of the Class P Certificates, by
        depositing such amount into the Custodial Account together with and at the
        time
        that the amount prepaid on the related Mortgage Loan is required to be deposited
        into the Custodial Account. Notwithstanding any other provisions of this
        Agreement, any payments made by the Servicer in respect of any waived Prepayment
        Charges pursuant to clauses
        (i)
        and
(ii)
        shall be
        deemed to be paid outside of the Trust Fund.

      


      Subject
        only to the above-described servicing standards and the terms of this Agreement
        and of the respective Mortgage Loans, the Servicer shall have full power
        and
        authority, acting alone or through Sub-Servicers as provided in Section
        3.02,
        to do
        or cause to be done any and all things in connection with such servicing
        and
        administration which it may deem necessary or desirable. Without limiting
        the
        generality of the foregoing, the Servicer in its own name or in the name
        of a
        Sub-Servicer is hereby authorized and empowered by the Trustee when the Servicer
        believes it appropriate in its best judgment, for the benefit of the
        Certificateholders, in accordance with the servicing standards set forth
        above,
        to execute and deliver, on behalf of the Trust Fund, the Certificateholders
        and
        the Trustee or any of them, and upon written notice to the Trustee, any and
        all
        instruments of satisfaction or cancellation, or of partial or full release
        or
        discharge, and all other comparable instruments, with respect to the Mortgage
        Loans and the Mortgaged Properties and to institute foreclosure proceedings
        or
        obtain a deed-in-lieu of foreclosure so as to convert the ownership of such
        properties, and to hold or cause to be held title to such properties, on
        behalf
        of the Trustee and Certificateholders. The Servicer shall service and administer
        the Mortgage Loans in accordance with applicable state and federal law and
        shall
        provide to the Mortgagors any reports required to be provided to them thereby.
        The Servicer shall also comply in the performance of this Agreement with
        all
        reasonable rules and requirements of each insurer under any standard hazard
        insurance policy. Subject to Section 3.17,
        the
        Trustee shall execute, at the written request of the Servicer, and furnish
        to
        the Servicer and any Sub-Servicer any special or limited powers of attorney
        and
        other documents necessary or appropriate to enable the Servicer or any
        Sub-Servicer to carry out their servicing and administrative duties hereunder
        and the Trustee shall not be liable for the actions of the Servicer or any
        Sub-Servicers under such powers of attorney.

      



      
        
          
          

        

        
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      Subject
        to Section
        3.09
        hereof,
        in accordance with the standards of the preceding paragraph, the Servicer
        shall
        advance or cause to be advanced funds as necessary for the purpose of effecting
        the timely payment of taxes and assessments on the Mortgaged Properties,
        which
        advances shall be Servicing Advances reimbursable in the first instance from
        related collections from the Mortgagors pursuant to Section
        3.09,
        and
        further as provided in Section
        3.11.
        Any
        cost incurred by the Servicer or by Sub-Servicers in effecting the timely
        payment of taxes and assessments on a Mortgaged Property shall not, for the
        purpose of calculating distributions to Certificateholders, be added to the
        unpaid principal balance of the related Mortgage Loan, notwithstanding that
        the
        terms of such Mortgage Loan so permit.

      


      Notwithstanding
        anything in this Agreement to the contrary, the Servicer may not make any
        future
        advances with respect to a Mortgage Loan (except as provided in Section
        4.03)
        and the
        Servicer shall not (i) permit any modification with respect to any Mortgage
        Loan
        that would change the Mortgage Rate, reduce or increase the principal balance
        (except for reductions resulting from actual payments of principal) or change
        the final maturity date on such Mortgage Loan (unless, as provided in
Section
        3.07,
        the
        Mortgagor is in default with respect to the Mortgage Loan or such default
        is, in
        the judgment of the Servicer, reasonably foreseeable) or (ii) permit any
        modification, waiver or amendment of any term of any Mortgage Loan that would
        both (A) effect an exchange or reissuance of such Mortgage Loan under Section
        1001 of the Code (or Treasury regulations promulgated thereunder) and (B)
        cause
        any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition
        of any tax on “prohibited transactions” or “contributions after the startup
        date” under the REMIC Provisions.

      


      The
        Servicer may delegate its responsibilities under this Agreement; provided,
        however,
        that no
        such delegation shall release the Servicer from the responsibilities or
        liabilities arising under this Agreement.

      


      SECTION
        3.02 Sub-Servicing
        Agreements Between Servicer and Sub-Servicers.
        (a)Subject to Section
        14.01(d),
        the
        Servicer may enter into Sub-Servicing Agreements with Sub-Servicers for the
        servicing and administration of the Mortgage Loans; provided,
        however,
        that
        such agreements would not result in a withdrawal or a downgrading by any
        Rating
        Agency of the rating on any Class of Certificates. The Trustee is hereby
        authorized to acknowledge, at the request of the Servicer, any Sub-Servicing
        Agreement that, based on an Officers’ Certificate of the Servicer delivered to
        the Trustee (upon which the Trustee can conclusively rely), meets the
        requirements applicable to Sub-Servicing Agreements set forth in this Agreement
        and that is otherwise permitted under this Agreement.

      


      Each
        Sub-Servicer shall be (i) authorized to transact business in the state or
        states
        where the related Mortgaged Properties it is to service are situated, if
        and to
        the extent required by applicable law to enable the Sub-Servicer to perform
        its
        obligations hereunder and under the Sub-Servicing Agreement and (ii) a Freddie
        Mac or Fannie Mae approved mortgage servicer. Each Sub-Servicing Agreement
        must
        impose on the Sub-Servicer requirements conforming to the provisions set
        forth
        in Section
        3.08
        and
        provide for servicing of the Mortgage Loans consistent with the terms of
        this
        Agreement. The Servicer will examine each Sub-Servicing Agreement and will
        be
        familiar with the terms thereof. The terms of any Sub-Servicing Agreement
        will
        not be inconsistent with any of the provisions of this Agreement. The Servicer
        and the Sub-Servicers may enter into and make amendments to the Sub-Servicing
        Agreements or enter into different forms of Sub-Servicing Agreements;
provided,
        however,
        that
        any such amendments or different forms shall be consistent with and not violate
        the provisions of this Agreement, and that no such amendment or different
        form
        shall be made or entered into which could be reasonably expected to be
        materially adverse to the interests of the Certificateholders without the
        consent of the Holders of Certificates entitled to at least 66% of the Voting
        Rights; provided, further, that the consent of the Holders of Certificates
        entitled to at least 66% of the Voting Rights shall not be required (i) to
        cure
        any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify
        or
        supplement any provisions of a Sub-Servicing Agreement, or (iii) to make
        any
        other provisions with respect to matters or questions arising under a
        Sub-Servicing Agreement, which, in each case, shall not be inconsistent with
        the
        provisions of this Agreement. Any variation without the consent of the Holders
        of Certificates entitled to at least 66% of the Voting Rights from the
        provisions set forth in Section
        3.08
        relating
        to insurance or priority requirements of Sub-Servicing Accounts, or credits
        and
        charges to the Sub-Servicing Accounts or the timing and amount of remittances
        by
        the Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent
        with this Agreement and therefore prohibited. The Servicer shall deliver
        to the
        Trustee, upon its request, copies of all Sub-Servicing Agreements, and any
        amendments or modifications thereof, promptly upon the Servicer’s execution and
        delivery of such instruments.

      



      
        
          
          

        

        
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      (b) As
        part
        of its servicing activities hereunder, the Servicer, for the benefit of the
        Trustee and the Certificateholders, shall enforce the obligations of each
        Sub-Servicer under the related Sub-Servicing Agreement, including, without
        limitation, any obligation of a Sub-Servicer to make advances in respect
        of
        delinquent payments as required by a Sub-Servicing Agreement. Such enforcement,
        including, without limitation, the legal prosecution of claims, termination
        of
        Sub-Servicing Agreements, and the pursuit of other appropriate remedies,
        shall
        be in such form and carried out to such an extent and at such time as the
        Servicer, in its good faith business judgment, would require were it the
        owner
        of the related Mortgage Loans. The Servicer shall pay the costs of enforcing
        the
        obligations of a Sub-Servicer at its own expense, and shall be reimbursed
        therefor only (i) from a general recovery resulting from such enforcement,
        to
        the extent, if any, that such recovery exceeds all amounts due in respect
        of the
        related Mortgage Loans, or (ii) from a specific recovery of costs, expenses
        or
        attorneys’ fees against the party against whom such enforcement is
        directed.

      


      SECTION
        3.03 Successor
        Sub-Servicers.
        The
        Servicer shall be entitled to terminate any Sub-Servicing Agreement and the
        rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
        Agreement in accordance with the terms and conditions of such Sub-Servicing
        Agreement. In the event of termination of any Sub-Servicer, all servicing
        obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer
        without any act or deed on the part of such Sub-Servicer or the Servicer,
        and
        the Servicer either shall service directly the related Mortgage Loans or
        shall
        enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
        qualifies under Section
        3.02.

      


      Any
        Sub-Servicing Agreement shall include the provision that such agreement may
        be
        immediately terminated by the Trustee (if the Trustee is acting as Servicer)
        without fee, in accordance with the terms of this Agreement, in the event
        that
        the Servicer (or the Trustee, if it is then acting as Servicer) shall, for
        any
        reason, no longer be the Servicer (including termination due to a Servicer
        Event
        of Default).

      



      
        
          
          

        

        
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      SECTION
        3.04 Liability
        of the Servicer.
        Notwithstanding any Sub-Servicing Agreement or the provisions of this Agreement
        relating to agreements or arrangements between the Servicer and a Sub-Servicer
        or reference to actions taken through a Sub-Servicer or otherwise, the Servicer
        shall remain obligated and primarily liable to the Trustee and the
        Certificateholders for the servicing and administering of the Mortgage Loans
        in
        accordance with the provisions of Section
        3.01
        without
        diminution of such obligation or liability by virtue of such Sub-Servicing
        Agreements or arrangements or by virtue of indemnification from the Sub-Servicer
        and to the same extent and under the same terms and conditions as if the
        Servicer alone were servicing and administering the Mortgage Loans. The Servicer
        shall be entitled to enter into any agreement with a Sub-Servicer for
        indemnification of the Servicer by such Sub-Servicer and nothing contained
        in
        this Agreement shall be deemed to limit or modify such
        indemnification.

      


      SECTION
        3.05 No
        Contractual Relationship Between Sub-Servicers, the Trustee or the
        Certificateholders.
        Any
        Sub-Servicing Agreement that may be entered into and any other transactions
        or
        services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
        as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
        and the Trustee and the Certificateholders shall not be deemed parties thereto
        and shall have no claims, rights, obligations, duties or liabilities with
        respect to the Sub-Servicer except as set forth in Section 3.06.
        The
        Servicer shall be solely liable for all fees owed by it to any Sub-Servicer,
        irrespective of whether the Servicer’s compensation pursuant to this Agreement
        is sufficient to pay such fees. The foregoing provision shall not in any
        way
        limit a Sub-Servicer’s obligation to cure an omission or defect.

      


      SECTION
        3.06 Assumption
        or Termination of Sub-Servicing Agreements by the Trustee.
        In the
        event the Servicer shall for any reason no longer be the Servicer (including
        by
        reason of the occurrence of a Servicer Event of Default), the Trustee, its
        designee or other successor Servicer shall thereupon assume all of the rights
        and obligations of the Servicer under each Sub-Servicing Agreement that the
        Servicer may have entered into, unless the Trustee, such designee or other
        successor Servicer elects to terminate any Sub-Servicing Agreement in accordance
        with its terms as provided in Section
        3.03.
        Upon
        such assumption, the Trustee, its designee or the successor Servicer for
        the
        Trustee appointed pursuant to Section
        7.02
        shall be
        deemed, subject to Section
        3.03,
        to have
        assumed all of the Servicer’s interest therein and to have replaced the Servicer
        as a party to each Sub-Servicing Agreement to the same extent as if each
        Sub-Servicing Agreement had been assigned to the assuming party, except that
        (i)
        the Servicer shall not thereby be relieved of any liability or obligations
        under
        any Sub-Servicing Agreement that arose before it ceased to be the Servicer
        and
        (ii) none of the Trustee, its designee or any successor Servicer shall be
        deemed
        to have assumed any liability or obligation of the Servicer that arose before
        it
        ceased to be the Servicer.

      


      The
        Servicer at its expense shall, upon request of the Trustee, deliver to the
        assuming party all documents and records relating to each Sub-Servicing
        Agreement and the Mortgage Loans then being serviced and an accounting of
        amounts collected and held by or on behalf of it, and otherwise use its best
        efforts to effect the orderly and efficient transfer of each Sub-Servicing
        Agreement to the assuming party.

      



      
        
          
          

        

        
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      The
        Servicing Fee payable to the Trustee as successor Servicer or other successor
        Servicer shall be payable from payments received on the Mortgage Loans in
        the
        amount and in the manner set forth in this Agreement.

      


      SECTION
        3.07 Collection
        of Certain Mortgage Loan Payments.
        The
        Servicer shall make reasonable efforts to collect all payments called for
        under
        the terms and provisions of the Mortgage Loans, and shall, to the extent
        such
        procedures shall be consistent with this Agreement and the terms and provisions
        of any applicable insurance policies, follow such collection procedures as
        it
        would follow with respect to mortgage loans comparable to the Mortgage Loans
        and
        held for its own account. Consistent with the foregoing, the Servicer may
        in its
        discretion (i) waive any late payment charge or, if applicable, any penalty
        interest, or (ii) extend the due dates for the Monthly Payments due on a
        Mortgage Note for a period of not greater than 180 days; provided,
        however,
        that
        any extension pursuant to clause
        (ii)
        above
        shall not affect the amortization schedule of any Mortgage Loan for purposes
        of
        any computation hereunder, except as provided below. In the event of any
        such
        arrangement pursuant to clause
        (ii)
        above,
        the Servicer shall make timely advances on such Mortgage Loan during such
        extension pursuant to Section
        4.03
        and in
        accordance with the amortization schedule of such Mortgage Loan without
        modification thereof by reason of such arrangement. Notwithstanding the
        foregoing, in the event that any Mortgage Loan is in default or, in the judgment
        of the Servicer, such default is reasonably foreseeable, the Servicer,
        consistent with the standards set forth in Section
        3.01,
        may
        also waive, modify or vary any term of such Mortgage Loan (including
        modifications that would change the Mortgage Rate, forgive the payment of
        principal or interest or extend the final maturity date of such Mortgage
        Loan),
        accept payment from the related Mortgagor of an amount less than the Stated
        Principal Balance in final satisfaction of such Mortgage Loan (such payment,
        a
“Short
        Pay-off”),
        or
        consent to the postponement of strict compliance with any such term or otherwise
        grant indulgence to any Mortgagor.

      


      SECTION
        3.08 Sub-Servicing
        Accounts.
        In
        those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to
        a
        Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
        maintain one or more accounts (collectively, the “Sub-Servicing
        Account”).
        The
        Sub-Servicing Account shall be an Eligible Account and shall comply with
        all
        requirements of this Agreement relating to the Custodial Account. The
        Sub-Servicer shall deposit in the clearing account in which it customarily
        deposits payments and collections on mortgage loans in connection with its
        mortgage loan servicing activities on a daily basis, and in no event more
        than
        one Business Day after the Sub-Servicer’s receipt thereof, all proceeds of
        Mortgage Loans received by the Sub-Servicer less its servicing compensation
        to
        the extent permitted by the Sub-Servicing Agreement, and shall thereafter
        deposit such amounts in the Sub-Servicing Account, in no event more than
        two
        Business Days after the receipt of such amounts. The Sub-Servicer shall
        thereafter deposit such proceeds in the Custodial Account or remit such proceeds
        to the Servicer for deposit in the Custodial Account not later than two Business
        Days after the deposit of such amounts in the Sub-Servicing Account. For
        purposes of this Agreement, the Servicer shall be deemed to have received
        payments on the Mortgage Loans when the Sub-Servicer receives such
        payments.

      



      
        
          
          

        

        
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      SECTION
        3.09 Collection
        of Taxes, Assessments and Similar Items; Servicing Accounts.
        The
        Servicer shall establish and maintain, or cause to be established and
        maintained, one or more accounts (the “Servicing
        Accounts”),
        into
        which all collections from the Mortgagors (or related advances from
        Sub-Servicers) for the payment of taxes, assessments, hazard insurance premiums
        and comparable items for the account of the Mortgagors (“Escrow
        Payments”)
        shall
        be deposited and retained. Servicing Accounts shall be Eligible Accounts.
        The
        Servicer shall deposit in the clearing account in which it customarily deposits
        payments and collections on mortgage loans in connection with its mortgage
        loan
        servicing activities on a daily basis, and in no event more than one Business
        Day after the Servicer’s receipt thereof, all Escrow Payments collected on
        account of the Mortgage Loans and shall thereafter deposit such Escrow Payments
        in the Servicing Accounts, in no event more than two Business Days after
        the
        receipt of such Escrow Payments, all Escrow Payments collected on account
        of the
        Mortgage Loans for the purpose of effecting the payment of any such items
        as
        required under the terms of this Agreement. Withdrawals of amounts from a
        Servicing Account may be made only to (i) effect payment of taxes, assessments,
        hazard insurance premiums, and comparable items in a manner and at a time
        that
        assures that the lien priority of the Mortgage is not jeopardized (or, with
        respect to the payment of taxes, in a manner and at a time that avoids the
        loss
        of the Mortgaged Property due to a tax sale or the foreclosure as a result
        of a
        tax lien); (ii) reimburse the Servicer (or a Sub-Servicer to the extent provided
        in the related Sub-Servicing Agreement) out of related collections for any
        advances made pursuant to Section
        3.01
        (with
        respect to taxes and assessments) and Section
        3.14
        (with
        respect to hazard insurance); (iii) refund to Mortgagors any sums as may
        be
        determined to be overages; (iv) pay interest, if required and as described
        below, to Mortgagors on balances in the Servicing Account; or (v) clear and
        terminate the Servicing Account at the termination of the Servicer’s obligations
        and responsibilities in respect of the Mortgage Loans under this Agreement
        in
        accordance with Article
        IX.
        As part
        of its servicing duties, the Servicer or Sub-Servicers shall pay to the
        Mortgagors interest on funds in the Servicing Accounts, to the extent required
        by law and, to the extent that interest earned on funds in the Servicing
        Accounts is insufficient, to pay such interest from its or their own funds,
        without any reimbursement therefor.

      


      SECTION
        3.10 Custodial
        Account and Certificate Account.
        (a) On
        behalf of the Trust Fund, the Servicer shall establish and maintain, or cause
        to
        be established and maintained, one or more accounts (such account or accounts,
        the “Custodial
        Account”),
        held
        in trust for the benefit of the Trustee and the Certificateholders. On behalf
        of
        the Trust Fund, the Servicer shall deposit or cause to be deposited in the
        clearing account in which it customarily deposits payments and collections
        on
        mortgage loans in connection with its mortgage loan servicing activities
        on a
        daily basis, and in no event more than one Business Day after the Servicer’s
        receipt thereof, and shall thereafter deposit in the Custodial Account, in
        no
        event more than two Business Days after the Servicer’s receipt thereof, as and
        when received or as otherwise required hereunder, the following payments
        and
        collections received or made by it subsequent to the Cut-off Date (other
        than in
        respect of principal or interest on the related Mortgage Loans due on or
        before
        the Cut-off Date), or payments (other than Principal Prepayments) received
        by it
        on or prior to the Cut-off Date but allocable to a Due Period subsequent
        thereto:

      


      (i) all
        payments on account of principal, including Principal Prepayments (but not
        Prepayment Charges), on the Mortgage Loans;

      



      
        
          
          

        

        
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      (ii) all
        payments on account of interest (net of the related Servicing Fee) on each
        Mortgage Loan;

      


      (iii) all
        Insurance Proceeds, Liquidation Proceeds (other than proceeds collected in
        respect of any particular REO Property and amounts paid in connection with
        a
        purchase of Mortgage Loans and REO Properties pursuant to Section
        9.01)
        and
        Subsequent Recoveries;

      


      (iv) any
        amounts required to be deposited pursuant to Section
        3.12
        in
        connection with any losses realized on Permitted Investments with respect
        to
        funds held in the Custodial Account;

      


      (v) any
        amounts required to be deposited by the Servicer pursuant to the second
        paragraph of Section
        3.14(a)
        in
        respect of any blanket policy deductibles;

      


      (vi) all
        proceeds of any Mortgage Loan repurchased or purchased in accordance with
        Section
        2.03,
        Section
        3.16
        or
Section
        9.01;

      


      (vii) all
        amounts required to be deposited in connection with shortfalls in principal
        amount of Qualified Substitute Mortgage Loans pursuant to Section
        2.03;
        and

      


      (viii) all
        Prepayment Charges collected by the Servicer and any Servicer Prepayment
        Charge
        Payment Amounts in connection with the Principal Prepayment of any of the
        Mortgage Loans.

      


      The
        foregoing requirements for deposit in the Custodial Account shall be exclusive,
        it being understood and agreed that, without limiting the generality of the
        foregoing, payments in the nature of late payment charges, modification or
        assumption fees, or insufficient funds charges need not be deposited by the
        Servicer in the Custodial Account and may be retained by the Servicer as
        additional compensation. In the event the Servicer shall deposit in the
        Custodial Account any amount not required to be deposited therein, it may
        at any
        time withdraw such amount from the Custodial Account, any provision herein
        to
        the contrary notwithstanding.

      


      (b) On
        behalf
        of the Trust Fund, the Trustee shall establish and maintain one or more accounts
        (such account or accounts, the “Certificate
        Account”),
        held
        in trust for the benefit of the Trustee, the Trust Fund and the
        Certificateholders. On
        behalf
        of the Trust Fund, the Servicer shall deliver to the Trustee in immediately
        available funds for deposit in the Certificate Account by 1:00 p.m. New York
        time (i) on the Servicer Remittance Date, that portion of the Available
        Distribution Amount (calculated without regard to the references in clause
        (2)
        of the
        definition thereof to amounts that may be withdrawn from the Certificate
        Account) for the related Distribution Date then on deposit in the Custodial
        Account and the amount of all Prepayment Charges collected during the applicable
        Prepayment Period by the Servicer and Servicer Prepayment Charge Payment
        Amounts
        in connection with the Principal Prepayment of any of the Mortgage Loans
        then on
        deposit in the Custodial Account and the amount of any funds reimbursable
        to an
        Advancing Person pursuant to Section
        3.26
        and (ii)
        on each Business Day as of the commencement of which the balance on deposit
        in
        the Custodial Account exceeds $75,000 following any withdrawals pursuant
        to the
        next succeeding sentence, the amount of such excess, but only if the Custodial
        Account constitutes an Eligible Account solely pursuant to clause
        (ii)
        of the
        definition of “Eligible Account.” If the balance on deposit in the Custodial
        Account exceeds $75,000 as of the commencement of business on any Business
        Day
        and the Custodial Account constitutes an Eligible Account solely pursuant
        to
clause
        (ii)
        of the
        definition of “Eligible Account,” the Servicer shall, by 3:00 p.m. New York time
        on such Business Day, withdraw from the Custodial Account any and all amounts
        payable or reimbursable to the Depositor, the Servicer, the Trustee, the
        Responsible Party, the Seller or any Sub-Servicer pursuant to Section 3.11
        and
        shall pay such amounts to the Persons entitled thereto. 

      



      
        
          
          

        

        
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      (c) On
        or
        prior to the Business Day immediately following each Determination Date,
        the
        Swap Counterparty shall determine any amounts owed by the Swap Counterparty
        under the Swap Agreement and inform the Trustee in writing of the amount
        so
        calculated.

      


      (d) Funds
        in
        the Custodial Account and the Certificate Account may be invested in Permitted
        Investments in accordance with the provisions set forth in Section
        3.12.
        The
        Servicer shall give notice to the Trustee of the location of the Custodial
        Account maintained by it when established and prior to any change thereof.
        The
        Trustee shall give notice to the Servicer and the Depositor of the location
        of
        the Certificate Account when established and prior to any change
        thereof.

      


      (e) Funds
        held in the Custodial Account at any time may be delivered by the Servicer
        to
        the Trustee for deposit in an account (which may be the Certificate Account
        and
        must satisfy the standards for the Certificate Account as set forth in the
        definition thereof) and for all purposes of this Agreement shall be deemed
        to be
        a part of the Custodial Account (and in such event, the Servicer shall provide
        the Trustee with written instructions regarding the investment of such funds);
        provided,
        however,
        that
        the Trustee shall have the sole authority to withdraw any funds held pursuant
        to
        this subsection (e).
        In the
        event the Servicer shall deliver to the Trustee for deposit in the Certificate
        Account any amount not required to be deposited therein, it may at any time
        request in writing that the Trustee withdraw such amount from the Certificate
        Account and remit to it any such amount, any provision herein to the contrary
        notwithstanding. In no event shall the Trustee incur liability as a result
        of
        withdrawals from the Certificate Account at the direction of the Servicer
        in
        accordance with the immediately preceding sentence. In addition, the Servicer
        shall deliver to the Trustee from time to time for deposit, and the Trustee
        shall so deposit, in the Certificate Account:

      


      (i) any
        Advances, as required pursuant to Section
        4.03;

      


      (ii) any
        amounts required to be deposited pursuant to Section
        3.23(d)
        or
(f)
        in
        connection with any REO Property;

      


      (iii) any
        amounts to be paid in connection with a purchase of Mortgage Loans and REO
        Properties pursuant to Section
        9.01;
        and

      


      (iv) any
        amounts required to be deposited pursuant to Section
        3.24
        in
        connection with any Prepayment Interest Shortfall.

      



      
        
          
          

        

        
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      (f) The
        Servicer shall deposit in the Custodial Account any amounts required to be
        deposited pursuant to Section
        3.12(b)
        in
        connection with losses realized on Permitted Investments with respect to
        funds
        held in the Custodial Account (and the Certificate Account to the extent
        that
        funds therein are deemed to be part of the Custodial Account).

      


      (g) The
        Trustee shall deposit in the Certificate Account any amounts required to
        be
        deposited pursuant to Section
        3.12(b)
        in
        connection with losses realized on Permitted Investments with respect to
        funds
        held in the Certificate Account.

      


      SECTION
        3.11 Withdrawals
        from the Custodial Account and Certificate Account.
        (a) The
        Servicer shall, from time to time, make withdrawals from the Custodial Account
        for any of the following purposes or as described in Section
        4.03:

      


      (i) to
        remit
        to the Trustee for deposit in the Certificate Account the amounts required
        to be
        so remitted pursuant to Section
        3.10(b)
        or
        permitted to be so remitted pursuant to the first sentence of Section
        3.10(e);

      


      (ii) subject
        to Section
        3.16(d),
        to
        reimburse the Servicer for Advances, but only to the extent of amounts received
        which represent Late Collections (net of the related Servicing Fees) of Monthly
        Payments on Mortgage Loans with respect to which such Advances were made
        in
        accordance with the provisions of Section
        4.03;

      


      (iii) subject
        to Section
        3.16(d),
        to pay
        the Servicer or any Sub-Servicer, as applicable, (a) any unpaid Servicing
        Fees,
        (b) any unreimbursed Servicing Advances with respect to each Mortgage Loan,
        but
        only to the extent of any Late Collections, Liquidation Proceeds, Insurance
        Proceeds and Subsequent Recoveries received with respect to such Mortgage
        Loan
        and (c) any Nonrecoverable Servicing Advances with respect to the final
        liquidation of a Mortgage Loan, but only to the extent that Late Collections,
        Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received
        with
        respect to such Mortgage Loan are insufficient to reimburse the Servicer
        or any
        Sub-Servicer for Servicing Advances;

      


      (iv) to
        pay to
        the Servicer as servicing compensation (in addition to the Servicing Fee)
        on the
        Servicer Remittance Date any interest or investment income earned on funds
        deposited in the Custodial Account;

      


      (v) to
        pay to
        the Servicer, the Depositor, the Responsible Party or the Seller, as the
        case
        may be, with respect to each Mortgage Loan that has previously been purchased
        or
        replaced pursuant to Section
        2.03
        or
Section
        3.16(c)
        all
        amounts received thereon subsequent to the date of purchase or substitution,
        as
        the case may be;

      


      (vi) to
        reimburse the Servicer for any Advance previously made which the Servicer
        has
        determined to be a Nonrecoverable Advance in accordance with the provisions
        of
Section
        4.03;

      



      
        
          
          

        

        
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      (vii) to
        reimburse the Servicer or the Depositor for expenses incurred by or reimbursable
        to the Servicer or the Depositor, as the case may be, pursuant to Section 3.02(b)
        and
Section
        6.03;

      


      (viii) to
        reimburse the Servicer or Trustee for expenses reasonably incurred in connection
        with any breach or defect giving rise to the purchase obligation under
Section 2.03
        of this
        Agreement, including any expenses arising out of the enforcement of the purchase
        obligation;

      


      (ix) to
        pay,
        or to reimburse the Servicer for Servicing Advances in respect of, expenses
        incurred in connection with any Mortgage Loan pursuant to Section
        3.16(b);
        and

      


      (x) to
        clear
        and terminate the Custodial Account pursuant to Section
        9.01.

      


      The
        Servicer shall keep and maintain separate accounting, on a Mortgage Loan
        by
        Mortgage Loan basis, for the purpose of justifying any withdrawal from the
        Custodial Account, to the extent held by or on behalf of it, pursuant to
        subclauses
        (ii),
        (iii),
        (iv),
        (v),
        (vi),
        (viii)
        and
(ix)
        above.
        The Servicer shall provide written notification to the Trustee, on or prior
        to
        the next succeeding Servicer Remittance Date, upon making any withdrawals
        from
        the Custodial Account pursuant to subclauses
        (vi)
        and
(vii)
        above;
        provided that an Officers’ Certificate in the form described under Section
        4.03(d)
        shall
        suffice for such written notification to the Trustee in respect of clause
        (vi)
        hereof.

      


      (b) The
        Trustee shall, from time to time, make withdrawals from the Certificate Account,
        for any of the following purposes, without priority:

      


      (i) to
        make
        distributions to Certificateholders in accordance with Section 4.01
        and to
        make payments to the Swap Counterparty which are payable by the Trustee to
        the
        Swap Counterparty pursuant to the Swap Agreement, in accordance with
Section
        4.07(a);

      


      (ii) to
        pay to
        itself amounts to which it is entitled pursuant to Section
        8.05
        or for
        Extraordinary Trust Fund Expenses;

      


      (iii) to
        reimburse itself pursuant to Section
        7.02;

      


      (iv) to
        pay
        any amounts in respect of taxes pursuant to Section
        10.01(g)(iii);

      


      (v) to
        pay to
        an Advancing Person reimbursements for Advances and/or Servicing Advances
        pursuant to Section
        3.26;
        and

      


      (vi) to
        clear
        and terminate the Certificate Account pursuant to Section
        9.01.

      


      SECTION
        3.12 Investment
        of Funds in the Custodial Account and the Certificate Account.
        (a) The
        Servicer may direct any depository institution maintaining the Custodial
        Account
        (for purposes of this Section
        3.12,
        an
“Investment
        Account”)
        and,
        so long as the Trustee’s long-term senior unsecured debt is assigned a minimum
        rating of “A” by Fitch, “A” by S&P or “A2” by Moody’s, the Trustee may
        direct any depository institution maintaining the Certificate Account (also
        for
        purposes of this Section
        3.12,
        an
“Investment
        Account”)
        to
        invest the funds in such Investment Account in one or more Permitted Investments
        bearing interest or sold at a discount, and maturing, unless payable on demand,
        (i) no later than the Business Day immediately preceding the date on which
        such
        funds are required to be withdrawn from such account pursuant to this Agreement,
        if a Person other than the Trustee is the obligor thereon, and (ii) no later
        than the date on which such funds are required to be withdrawn from such
        account
        pursuant to this Agreement, if the Trustee is the obligor thereon. All such
        Permitted Investments shall be held to maturity, unless payable on demand.
        Any
        investment of funds in an Investment Account shall be made in the name of
        the
        Trustee for the benefit of the Certificateholders. The Trustee shall be entitled
        to sole possession (except with respect to investment direction of funds
        held in
        the Custodial Account and any income and gain realized thereon) over each
        such
        investment, and any certificate or other instrument evidencing any such
        investment shall be delivered directly to the Trustee or its agent, together
        with any document of transfer necessary to transfer title to such investment
        to
        the Trustee or its nominee. In the event amounts on deposit in an Investment
        Account are at any time invested in a Permitted Investment payable on demand,
        the party with investment discretion over such Investment Account
        shall:

      



      
        
          
          

        

        
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      (x) consistent
        with any notice required to be given thereunder, demand that payment thereon
        be
        made on the last day such Permitted Investment may otherwise mature hereunder
        in
        an amount equal to the lesser of (1) all amounts then payable thereunder
        and (2)
        the amount required to be withdrawn on such date; and

      


      (y) demand
        payment of all amounts due thereunder promptly upon determination by a
        Responsible Officer of the Trustee that such Permitted Investment would not
        constitute a Permitted Investment in respect of funds thereafter on deposit
        in
        the Investment Account.

      


      (b) All
        income and gain realized from the investment of funds deposited in the Custodial
        Account and any REO Account held by or on behalf of the Servicer, shall be
        for
        the benefit of the Servicer and shall be subject to its withdrawal in accordance
        with Section
        3.11
        or
Section
        3.23,
        as
        applicable. The Servicer shall deposit in the Custodial Account or any REO
        Account, as applicable, the amount of any loss of principal incurred in respect
        of any such Permitted Investment made with funds in such accounts immediately
        upon realization of such loss. All income and gain realized from the investment
        of funds deposited in the Certificate Account held by or on behalf of the
        Trustee, shall be for the benefit of the Trustee and shall be subject to
        its
        withdrawal in accordance with Section
        3.11.
        The
        Trustee shall deposit in the Certificate Account the amount of any loss of
        principal incurred in respect of any such Permitted Investment made with
        funds
        in such account immediately upon realization of such loss.

      


      (c) Except
        as
        otherwise expressly provided in this Agreement, if any default occurs in
        the
        making of a payment due under any Permitted Investment, or if a default occurs
        in any other performance required under any Permitted Investment (of which
        a
        Responsible Officer of the Trustee obtains actual knowledge), the Trustee
        may
        and, subject to Section
        8.01
        and
Section
        8.02(v),
        upon
        the request of the Holders of Certificates representing more than 50% of
        the
        Voting Rights allocated to any Class of Certificates, shall take such action
        as
        may be appropriate to enforce such payment or performance, including the
        institution and prosecution of appropriate proceedings.

      



      
        
          
          

        

        
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      (d) The
        Trustee or its Affiliates are permitted to receive additional compensation
        that
        could be deemed to be in the Trustee’s economic self-interest for (i) serving as
        investment adviser, administrator, shareholder servicing agent, custodian
        or
        sub-custodian with respect to certain of the Permitted Investments and (ii)
        effecting or using Affiliates to effect transactions in certain Permitted
        Investments. Such compensation shall not be considered an amount that is
        reimbursable or payable to the Trustee pursuant to Section
        3.11
        or
3.12
        or
        otherwise payable in respect of Extraordinary Trust Fund Expenses.

      


      SECTION
        3.13 [Reserved].

      


      SECTION
        3.14 Maintenance
        of Hazard Insurance and Errors and Omissions and Fidelity
        Coverage.
        (a) The
        Servicer shall cause to be maintained for each Mortgage Loan fire insurance
        with
        extended coverage on the related Mortgaged Property in an amount which is
        at
        least equal to the lesser of the current principal balance of such Mortgage
        Loan
        and the amount necessary to fully compensate for any damage or loss to the
        improvements that are a part of such property on a replacement cost basis,
        in
        each case in an amount not less than such amount as is necessary to avoid
        the
        application of any coinsurance clause contained in the related hazard insurance
        policy. The Servicer shall also cause to be maintained fire insurance with
        extended coverage on each REO Property in an amount which is at least equal
        to
        the lesser of (i) the maximum insurable value of the improvements which are
        a
        part of such property and (ii) the outstanding principal balance of the related
        Mortgage Loan at the time it became an REO Property, plus
        accrued
        interest at the Mortgage Rate and related Servicing Advances. The Servicer
        will
        comply in the performance of this Agreement with all reasonable rules and
        requirements of each insurer under any such hazard policies. Any amounts
        to be
        collected by the Servicer under any such policies (other than amounts to
        be
        applied to the restoration or repair of the property subject to the related
        Mortgage or amounts to be released to the Mortgagor in accordance with the
        procedures that the Servicer would follow in servicing loans held for its
        own
        account, subject to the terms and conditions of the related Mortgage and
        Mortgage Note) shall be deposited in the Custodial Account, subject to
        withdrawal pursuant to Section
        3.11,
        if
        received in respect of a Mortgage Loan, or in the REO Account, subject to
        withdrawal pursuant to Section
        3.23,
        if
        received in respect of an REO Property. Any cost incurred by the Servicer
        in
        maintaining any such insurance shall not, for the purpose of calculating
        distributions to Certificateholders, be added to the unpaid principal balance
        of
        the related Mortgage Loan, notwithstanding that the terms of such Mortgage
        Loan
        so permit. It is understood and agreed that no earthquake or other additional
        insurance is to be required of any Mortgagor other than pursuant to such
        applicable laws and regulations as shall at any time be in force and as shall
        require such additional insurance. If the Mortgaged Property or REO Property
        is
        at any time in an area identified in the Federal Register by the Federal
        Emergency Management Agency as having special flood hazards and flood insurance
        has been made available, the Servicer will cause to be maintained a flood
        insurance policy in respect thereof. Such flood insurance shall be in an
        amount
        equal to the lesser of (i) the unpaid principal balance of the related Mortgage
        Loan and (ii) the maximum amount of such insurance available for the related
        Mortgaged Property under the national flood insurance program (assuming that
        the
        area in which such Mortgaged Property is located is participating in such
        program).

      



      
        
          
          

        

        
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      In
        the
        event that the Servicer shall obtain and maintain a blanket policy with an
        insurer having a General Policy Rating of A:X or better in Best’s Key Rating
        Guide (or such other rating that is comparable to such rating) insuring against
        hazard losses on all of the Mortgage Loans, it shall conclusively be deemed
        to
        have satisfied its obligations as set forth in the first two sentences of
        this
Section
        3.14,
        it
        being understood and agreed that such policy may contain a deductible clause,
        in
        which case the Servicer shall, in the event that there shall not have been
        maintained on the related Mortgaged Property or REO Property a policy complying
        with the first two sentences of this Section
        3.14,
        and
        there shall have been one or more losses which would have been covered by
        such
        policy, deposit to the Custodial Account from its own funds the amount not
        otherwise payable under the blanket policy because of such deductible clause.
        In
        connection with its activities as administrator and servicer of the Mortgage
        Loans, the Servicer agrees to prepare and present, on behalf of itself, the
        Trustee and Certificateholders, claims under any such blanket policy in a
        timely
        fashion in accordance with the terms of such policy.

      


      (b) The
        Servicer shall keep in force during the term of this Agreement a policy or
        policies of insurance covering errors and omissions for failure in the
        performance of the Servicer’s obligations under this Agreement, which policy or
        policies shall be in such form and amount that would meet the requirements
        of
        Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans,
        unless
        the Servicer has obtained a waiver of such requirements from Fannie Mae or
        Freddie Mac. The Servicer shall also maintain a fidelity bond in the form
        and
        amount that would meet the requirements of Fannie Mae or Freddie Mac, unless
        the
        Servicer has obtained a waiver of such requirements from Fannie Mae or Freddie
        Mac. The Servicer shall be deemed to have complied with this provision if
        an
        Affiliate of the Servicer has such errors and omissions and fidelity bond
        coverage and, by the terms of such insurance policy or fidelity bond, the
        coverage afforded thereunder extends to the Servicer. Any such errors and
        omissions policy and fidelity bond shall by its terms not be cancelable without
        thirty days prior written notice to the Trustee. The Servicer shall also
        cause
        each Sub-Servicer to maintain a policy of insurance covering errors and
        omissions and a fidelity bond which would meet such requirements.

      


      SECTION
        3.15 Enforcement
        of Due-On-Sale Clauses; Assumption Agreements.
        The
        Servicer will, to the extent it has knowledge of any conveyance or prospective
        conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
        conveyance or by contract of sale, and whether or not the Mortgagor remains
        or
        is to remain liable under the Mortgage Note and/or the Mortgage), exercise
        its
        rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided,
        however,
        that
        the Servicer shall not be required to take such action if in its sole business
        judgment the Servicer believes it is not in the best interests of the Trust
        Fund
        and shall not exercise any such rights if prohibited by law from doing so.
        If
        the Servicer reasonably believes it is unable under applicable law to enforce
        such “due-on-sale” clause, or if any of the other conditions set forth in the
        proviso to the preceding sentence apply, the Servicer will enter into an
        assumption and modification agreement from or with the person to whom such
        property has been conveyed or is proposed to be conveyed, pursuant to which
        such
        person becomes liable under the Mortgage Note and, to the extent permitted
        by
        applicable state law, the Mortgagor remains liable thereon. The Servicer
        is also
        authorized to enter into a substitution of liability agreement with such
        person,
        pursuant to which the original Mortgagor is released from liability and such
        person is substituted as the Mortgagor and becomes liable under the Mortgage
        Note, provided that no such substitution shall be effective unless such person
        satisfies the underwriting criteria of the Originator and has a credit risk
        rating at least equal to that of the original Mortgagor. In connection with
        any
        assumption or substitution, the Servicer shall apply the Originator’s
        underwriting standards and follow such practices and procedures as shall
        be
        normal and usual in its general mortgage servicing activities and as it applies
        to other mortgage loans owned solely by it. The Servicer shall not take or
        enter
        into any assumption and modification agreement, however, unless (to the extent
        practicable in the circumstances) it shall have received confirmation, in
        writing, of the continued effectiveness of any applicable hazard insurance
        policy. Any fee collected by the Servicer in respect of an assumption,
        modification or substitution of liability agreement shall be retained by
        the
        Servicer as additional servicing compensation. In connection with any such
        assumption, no material term of the Mortgage Note (including but not limited
        to
        the related Mortgage Rate and the amount of the Monthly Payment) may be amended
        or modified, except as otherwise required pursuant to the terms thereof.
        The
        Servicer shall notify the Trustee that any such substitution, modification
        or
        assumption agreement has been completed by forwarding to the Trustee the
        executed original of such substitution, modification or assumption agreement,
        which document shall be added to the related Mortgage File and shall, for
        all
        purposes, be considered a part of such Mortgage File to the same extent as
        all
        other documents and instruments constituting a part thereof.

      



      
        
          
          

        

        
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      Notwithstanding
        the foregoing paragraph or any other provision of this Agreement, the Servicer
        shall not be deemed to be in default, breach or any other violation of its
        obligations hereunder by reason of any assumption of a Mortgage Loan by
        operation of law or by the terms of the Mortgage Note or any assumption which
        the Servicer may be restricted by law from preventing, for any reason whatever.
        For purposes of this Section
        3.15,
        the
        term “assumption” is deemed to also include a sale (of the Mortgaged Property)
        subject to the Mortgage that is not accompanied by an assumption or substitution
        of liability agreement.

      


      SECTION
        3.16 Realization
        Upon Defaulted Mortgage Loans.
        (a) The
        Servicer shall exercise its discretion, consistent with customary servicing
        procedures and the terms of this Agreement, with respect to the enforcement
        and
        servicing of defaulted Mortgage Loans in such manner as will maximize the
        receipt of principal and interest with respect thereto, including, but not
        limited to, the modification of such Mortgage Loan, or foreclosure upon the
        related Mortgaged Property and disposition thereof.

      


      In
        furtherance of the foregoing, the Servicer shall use its best efforts,
        consistent with Accepted Servicing Practices, to foreclose upon or otherwise
        comparably convert the ownership of properties securing such of the Mortgage
        Loans as come into and continue in default and as to which no satisfactory
        arrangements can be made for collection of delinquent payments pursuant to
        Section
        3.07.
        The
        Servicer shall be responsible for all costs and expenses incurred by it in
        any
        such proceedings; provided,
        however,
        that
        such costs and expenses will be recoverable as Servicing Advances by the
        Servicer as contemplated in Section
        3.11
        and
Section
        3.23.
        The
        foregoing is subject to the provision that, in any case in which Mortgaged
        Property shall have suffered damage from an Uninsured Cause, the Servicer
        shall
        not be required to expend its own funds toward the restoration of such property
        unless it shall determine in its discretion that such restoration will increase
        the proceeds of liquidation of the related Mortgage Loan after reimbursement
        to
        itself for such expenses.

      



      
        
          
          

        

        
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      (b) Notwithstanding
        the foregoing provisions of this Section
        3.16
        or any
        other provision of this Agreement, with respect to any Mortgage Loan as to
        which
        the Servicer has received actual notice of, or has actual knowledge of, the
        presence of any toxic or hazardous substance on the related Mortgaged Property,
        the Servicer shall not, on behalf of the Trust Fund either (i) obtain title
        to
        such Mortgaged Property as a result of or in lieu of foreclosure or otherwise,
        or (ii) otherwise acquire possession of, or take any other action with respect
        to, such Mortgaged Property, if, as a result of any such action, the Trustee,
        the Trust Fund or the Certificateholders would be considered to hold title
        to,
        to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such
        Mortgaged Property within the meaning of the Comprehensive Environmental
        Response, Compensation and Liability Act of 1980, as amended from time to
        time,
        or any comparable law, unless the Servicer has also previously determined,
        based
        on its reasonable judgment and a report prepared by an Independent Person
        who
        regularly conducts environmental audits using customary industry standards,
        that:

      


      (1) such
        Mortgaged Property is in compliance with applicable environmental laws or,
        if
        not, that it would be in the best economic interest of the Trust Fund to
        take
        such actions as are necessary to bring the Mortgaged Property into compliance
        therewith; and

      


      (2) there
        are
        no circumstances present at such Mortgaged Property relating to the use,
        management or disposal of any hazardous substances, hazardous materials,
        hazardous wastes, or petroleum-based materials for which investigation, testing,
        monitoring, containment, clean-up or remediation could be required under
        any
        federal, state or local law or regulation, or that if any such materials
        are
        present for which such action could be required, that it would be in the
        best
        economic interest of the Trust Fund to take such actions with respect to
        the
        affected Mortgaged Property.

      


      The
        cost
        of the environmental audit report contemplated by this Section
        3.16
        shall be
        advanced by the Servicer, subject to the Servicer’s right to be reimbursed
        therefor from the Custodial Account as provided in Section
        3.11(a)(ix),
        such
        right of reimbursement being prior to the rights of Certificateholders to
        receive any amount in the Custodial Account received in respect of the affected
        Mortgage Loan or other Mortgage Loans.

      


      If
        the
        Servicer determines, as described above, that it is in the best economic
        interest of the Trust Fund to take such actions as are necessary to bring
        any
        such Mortgaged Property into compliance with applicable environmental laws,
        or
        to take such action with respect to the containment, clean-up or remediation
        of
        hazardous substances, hazardous materials, hazardous wastes or petroleum-based
        materials affecting any such Mortgaged Property, then the Servicer shall
        take
        such action as it deems to be in the best economic interest of the Trust
        Fund;
        provided that any amounts disbursed by the Servicer pursuant to this
Section
        3.16(b)
        shall
        constitute Servicing Advances, subject to Section
        4.03(d).
        The
        cost of any such compliance, containment, cleanup or remediation shall be
        advanced by the Servicer, subject to the Servicer’s right to be reimbursed
        therefor from the Custodial Account as provided in Section
        3.11(a)(iii)
        and
(a)(ix),
        such
        right of reimbursement being prior to the rights of Certificateholders to
        receive any amount in the Custodial Account received in respect of the affected
        Mortgage Loan or other Mortgage Loans.

      



      
        
          
          

        

        
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      (c) The
        Servicer or its designee may at its option, with ten (10) Business Days prior
        written notice to the Depositor and the Seller, purchase from REMIC I any
        Mortgage Loan or related REO Property that is 90 days or more delinquent,
        which
        the Servicer, or its designee, as applicable, determines in good faith will
        otherwise become subject to foreclosure proceedings (evidence of such
        determination to be delivered in writing to the Trustee, in form and substance
        satisfactory to the Trustee prior to purchase), at a price equal to the Purchase
        Price; provided,
        however,
        that
        the Servicer, or its designee, as applicable, shall purchase any such Mortgage
        Loans or related REO Properties on the basis of delinquency, purchasing the
        most
        delinquent Mortgage Loans or related REO Properties first. The Purchase Price
        for any Mortgage Loan or related REO Property purchased hereunder shall be
        deposited in the Custodial Account by the Servicer (if such optional purchase
        is
        exercised by a designee of the Servicer, the Purchase Price for any Mortgage
        Loan or related REO Property purchased hereunder shall be paid by such designee
        to the Servicer and the Servicer shall deposit such Purchase Price in the
        Custodial Account), and the Trustee, upon receipt of written certification
        from
        the Servicer of such deposit, shall release or cause to be released to the
        Servicer, or its designee, as applicable, the related Mortgage File and the
        Trustee shall execute and deliver such instruments of transfer or assignment,
        in
        each case without recourse, as the Servicer, or its designee, as applicable,
        shall furnish and as shall be necessary to vest in the Servicer, or its
        designee, as applicable, title to any Mortgage Loan or related REO Property
        released pursuant hereto.

      


      (d) Proceeds
        received in connection with any Final Recovery Determination, as well as
        any
        recovery resulting from a partial collection of Insurance Proceeds, Liquidation
        Proceeds or Subsequent Recoveries, in respect of any Mortgage Loan, will
        be
        applied in the following order of priority: first, to reimburse the Servicer
        or
        any Sub-Servicer for any related unreimbursed Servicing Advances and Advances,
        pursuant to Section
        3.11(a)(ii)
        or
(a)(iii);
        second,
        to accrued and unpaid interest on the Mortgage Loan, to the date of the Final
        Recovery Determination, or to the Due Date prior to the Distribution Date
        on
        which such amounts are to be distributed if not in connection with a Final
        Recovery Determination; and third, as a recovery of principal of the Mortgage
        Loan. If the amount of the recovery so allocated to interest is less than
        the
        full amount of accrued and unpaid interest due on such Mortgage Loan, the
        amount
        of such recovery will be allocated by the Servicer as follows: first, to
        unpaid
        Servicing Fees; and second, to the balance of the interest then due and owing.
        The portion of the recovery so allocated to unpaid Servicing Fees shall be
        reimbursed to the Servicer or any Sub-Servicer pursuant to Section
        3.11(a)(iii).

      


      SECTION
        3.17 Trustee
        and Custodian to Cooperate; Release of Mortgage Files.
        (a) Upon the payment in full of any Mortgage Loan, or upon the receipt by
        the Servicer of a notification that payment in full shall be escrowed in
        a
        manner customary for such purposes, the Servicer shall immediately notify
        or
        cause to be notified the Custodian by a certification in the form of
Exhibit
        E
        (which
        certification shall include a statement to the effect that all amounts received
        or to be received in connection with such payment which are required to be
        deposited in the Custodial Account pursuant to Section
        3.10
        have
        been or will be so deposited) of a Servicing Officer and shall request delivery
        to it of the Mortgage File. Upon receipt of such certification and request,
        the
        Custodian on behalf of the Trustee shall promptly release the related Mortgage
        File to the Servicer at no cost to the Trustee, the Custodian or the Trust
        Fund.
        No expenses incurred in connection with any instrument of satisfaction or
        deed
        of reconveyance shall be chargeable to the Custodial Account or the Certificate
        Account.

      



      
        
          
          

        

        
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      (b) From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan, including, for this purpose, collection under any insurance policy
        relating to the Mortgage Loans, the Trustee (or the Custodian on behalf of
        the
        Trustee) shall, upon any request made by or on behalf of the Servicer and
        delivery to the Custodian of a Request for Release in the form of Exhibit
        E,
        release
        the related Mortgage File to the Servicer, and the Trustee shall, at the
        direction of the Servicer, execute such documents as shall be necessary to
        the
        prosecution of any such proceedings. Such Request for Release shall obligate
        the
        Servicer to return each and every document previously requested from the
        Mortgage File to Custodian on behalf of the Trustee when the need therefor
        by
        the Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated
        and the Liquidation Proceeds relating to the Mortgage Loan have been deposited
        in the Custodial Account or (ii) the Mortgage File or such document has been
        delivered to an attorney, or to a public trustee or other public official
        as
        required by law, for purposes of initiating or pursuing legal action or other
        proceedings for the foreclosure of the Mortgaged Property either judicially
        or
        non-judicially, and the Servicer has delivered, or caused to be delivered,
        to
        the Custodian an additional Request for Release certifying as to such
        liquidation or action or proceedings. Upon the request of the Trustee (or
        the
        Custodian on behalf of the Trustee), the Servicer shall provide notice to
        the
        Trustee (or the Custodian on behalf of the Trustee) of the name and address
        of
        the Person to which such Mortgage File or such document was delivered and
        the
        purpose or purposes of such delivery. Upon receipt of a certificate of a
        Servicing Officer stating that such Mortgage Loan was liquidated and that
        all
        amounts received or to be received in connection with such liquidation that
        are
        required to be deposited into the Custodial Account have been so deposited,
        or
        that such Mortgage Loan has become an REO Property, any outstanding Requests
        for
        Release with respect to such Mortgage Loan shall be released by the Trustee
        (or
        the Custodian on behalf of the Trustee) to the Servicer or its
        designee.

      


      (c) Upon
        written certification of a Servicing Officer, the Trustee shall execute and
        deliver to the Servicer or the Sub-Servicer, as the case may be, any court
        pleadings, requests for trustee’s sale or other documents necessary to the
        foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal
        action brought to obtain judgment against any Mortgagor on the Mortgage Note
        or
        Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
        or
        rights provided by the Mortgage Note or Mortgage or otherwise available at
        law
        or in equity. Each such certification shall include a request that such
        pleadings or documents be executed by the Trustee and a statement as to the
        reason such documents or pleadings are required and that the execution and
        delivery thereof by the Trustee will not invalidate or otherwise affect the
        lien
        of the Mortgage, except for the termination of such a lien upon completion
        of
        the foreclosure or trustee’s sale.

      


      SECTION
        3.18 Servicing
        Compensation.
        As
        compensation for the activities of the Servicer hereunder, the Servicer shall
        be
        entitled to the Servicing Fee with respect to each Mortgage Loan payable
        solely
        from payments of interest in respect of such Mortgage Loan, subject to
Section
        3.24.
        In
        addition, the Servicer shall be entitled to recover unpaid Servicing Fees
        out of
        Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries to the
        extent
        permitted by Section
        3.11(a)(iii)
        and out
        of amounts derived from the operation and sale of an REO Property to the
        extent
        permitted by Section
        3.23.
        Except
        as provided in Sections
        3.26,
        the
        right to receive the Servicing Fee may not be transferred in whole or in
        part
        except in connection with the transfer of all of the Servicer’s responsibilities
        and obligations under this Agreement; provided,
        however,
        that
        the Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer
        pursuant to a Sub-Servicing Agreement entered into under Section
        3.02.

      



      
        
          
          

        

        
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      Additional
        servicing compensation in the form of assumption fees, late payment charges,
        insufficient funds charges or otherwise (subject to Section
        3.24
        and
        other than Prepayment Charges) shall be retained by the Servicer only to
        the
        extent such fees or charges are received by the Servicer. The Servicer shall
        also be entitled pursuant to Section
        3.11(a)(iv)
        to
        withdraw from the Custodial Account and pursuant to Section
        3.23(b)
        to
        withdraw from any REO Account, as additional servicing compensation, interest
        or
        other income earned on deposits therein, subject to Section
        3.12
        and
Section
        3.24.
        The
        Servicer shall be required to pay all expenses incurred by it in connection
        with
        its servicing activities hereunder (including premiums for the insurance
        required by Section
        3.14,
        to the
        extent such premiums are not paid by the related Mortgagors or by a
        Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent
        provided herein in Section
        8.05,
        the
        expenses of the Trustee) and shall not be entitled to reimbursement therefor
        except as specifically provided herein.

      


      SECTION
        3.19 Reports
        to the Trustee and Others; Custodial Account Statements.
        Not
        later than twenty days after each Distribution Date, the Servicer shall forward
        to the Trustee (upon the Trustee’s request) and the Depositor the most current
        available bank statement for the Custodial Account. Copies of such statement
        shall be provided by the Trustee to any Certificateholder and to any Person
        identified to the Trustee as a prospective transferee of a Certificate, upon
        request at the expense of the requesting party, provided such statement is
        delivered by the Servicer to the Trustee.

      


      SECTION
        3.20 [Reserved].
        

      


      SECTION
        3.21 [Reserved].
        

      


      SECTION
        3.22 Access
        to Certain Documentation.
        The
        Servicer shall provide to the Office of Thrift Supervision, the FDIC, and
        any
        other federal or state banking or insurance regulatory authority that may
        exercise authority over any Certificateholder or Certificate Owner, access
        to
        the documentation in the Servicer’s possession regarding the Mortgage Loans
        required by applicable laws and regulations. Such access shall be afforded
        without charge, but only upon reasonable request and during normal business
        hours at the offices of the Servicer designated by it. In addition, access
        to
        the documentation in the Servicer’s possession regarding the Mortgage Loans will
        be provided to any Certificateholder or Certificate Owner, the Trustee and
        to
        any Person identified to the Servicer as a prospective transferee of a
        Certificate; provided,
        however,
        that
        providing access to such Person will not violate any applicable laws, upon
        reasonable request during normal business hours at the offices of the Servicer
        designated by it at the expense of the Person requesting such
        access.

      



      
        
          
          

        

        
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      SECTION
        3.23 Title,
        Management and Disposition of REO Property.
        (a) The
        deed or certificate of sale of any REO Property shall be taken in the name
        of
        the Trustee, or its nominee, on behalf of the Trust Fund and for the benefit
        of
        the Certificateholders. The Servicer, on behalf of REMIC I, shall either
        sell
        any REO Property prior to the end of the third taxable year after REMIC I
        acquires ownership of such REO Property for purposes of Section 860G(a)(8)
        of
        the Code or request from the Internal Revenue Service, no later than 60 days
        before the day on which the three-year grace period would otherwise expire,
        an
        extension of the three-year grace period, unless the Servicer shall have
        delivered to the Trustee an Opinion of Counsel, addressed to the Trustee
        and the
        Depositor, to the effect that the holding by REMIC I of such REO Property
        subsequent to three years after its acquisition will not result in the
        imposition on any Trust REMIC of taxes on “prohibited transactions” thereof, as
        defined in Section 860F of the Code, or cause any Trust REMIC to fail to
        qualify
        as a REMIC under Federal law at any time that any Certificates are outstanding.
        The Servicer shall manage, conserve, protect and operate each REO Property
        for
        the Certificateholders solely for the purpose of its prompt disposition and
        sale
        in a manner which does not cause such REO Property to fail to qualify as
        “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
        result in the receipt by any Trust REMIC of any “income from non-permitted
        assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net
        income from foreclosure property” which is subject to taxation under the REMIC
        Provisions.

      


      (b) The
        Servicer shall segregate and hold all funds collected and received in connection
        with the operation of any REO Property separate and apart from its own funds
        and
        general assets and shall establish and maintain, or cause to be established
        and
        maintained, with respect to REO Properties, an account held in trust for
        the
        Trustee for the benefit of the Certificateholders (the “REO
        Account”),
        which
        shall be an Eligible Account. The Servicer shall be permitted to allow the
        Custodial Account to serve as the REO Account, subject to separate ledgers
        for
        each REO Property. The Servicer shall be entitled to retain or withdraw any
        interest income paid on funds deposited in the REO Account.

      


      (c) The
        Servicer shall have the sole discretion to determine whether an immediate
        sale
        of an REO Property or continued management of such REO Property is in the
        best
        interests of the Certificateholders. In furtherance of the foregoing, the
        Servicer shall have full power and authority, subject only to the specific
        requirements and prohibitions of this Agreement, to do any and all things
        in
        connection with any REO Property as are consistent with the manner in which
        the
        Servicer manages and operates similar property owned by the Servicer or any
        of
        its Affiliates, all on such terms and for such period as the Servicer deems
        to
        be in the best interests of Certificateholders. In connection therewith,
        the
        Servicer shall deposit, or cause to be deposited in the clearing account
        in
        which it customarily deposits payments and collections on mortgage loans
        in
        connection with its mortgage loan servicing activities on a daily basis,
        and in
        no event more than one Business Day after the Servicer’s receipt thereof, and
        shall thereafter deposit in the REO Account, in no event more than two Business
        Days after the Servicer’s receipt thereof, all revenues received by it with
        respect to an REO Property and shall withdraw therefrom funds necessary for
        the
        proper operation, management and maintenance of such REO Property including,
        without limitation:

      



      
        
          
          

        

        
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      (i) all
        insurance premiums due and payable in respect of such REO Property;

      


      (ii) all
        real
        estate taxes and assessments in respect of such REO Property that may result
        in
        the imposition of a lien thereon; and

      


      (iii) all
        costs
        and expenses necessary to maintain such REO Property.

      


      To
        the
        extent that amounts on deposit in the REO Account with respect to an REO
        Property are insufficient for the purposes set forth in clauses
        (i)
        through
(iii)
        above
        with respect to such REO Property, the Servicer shall advance from its own
        funds
        such amount as is necessary for such purposes if, but only if, the Servicer
        would make such advances if the Servicer owned the REO Property and if in
        the
        Servicer’s judgment, the payment of such amounts will be recoverable from the
        rental or sale of the REO Property.

      


      Notwithstanding
        the foregoing, the Servicer shall not and the Trustee shall not knowingly
        authorize the Servicer to:

      


      (i) authorize
        the Trust Fund to enter into, renew or extend any New Lease with respect
        to any
        REO Property, if the New Lease by its terms will give rise to any income
        that
        does not constitute Rents from Real Property;

      


      (ii) authorize
        any amount to be received or accrued under any New Lease other than amounts
        that
        will constitute Rents from Real Property;

      


      (iii) authorize
        any construction on any REO Property, other than the completion of a building
        or
        other improvement thereon, and then only if more than ten percent of the
        construction of such building or other improvement was completed before default
        on the related Mortgage Loan became imminent, all within the meaning of Section
        856(e)(4)(B) of the Code; or

      


      (iv) authorize
        any Person to Directly Operate any REO Property on any date more than 90
        days
        after its date of acquisition by the Trust Fund;

      


      unless,
        in any such case, the Servicer has obtained an Opinion of Counsel, provided
        to
        the Servicer and the Trustee, to the effect that such action will not cause
        such
        REO Property to fail to qualify as “foreclosure property” within the meaning of
        Section 860G(a)(8) of the Code at any time that it is held by REMIC I, in
        which
        case the Servicer may take such actions as are specified in such Opinion
        of
        Counsel.

      


      The
        Servicer may contract with any Independent Contractor for the operation and
        management of any REO Property, provided that:

      


      (i) the
        terms
        and conditions of any such contract shall not be inconsistent
        herewith;

      



      
        
          
          

        

        
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      (ii) any
        such
        contract shall require, or shall be administered to require, that the
        Independent Contractor pay all costs and expenses incurred in connection
        with
        the operation and management of such REO Property, including those listed
        above
        and remit all related revenues (net of such costs and expenses) to the Servicer
        as soon as practicable, but in no event later than thirty days following
        the
        receipt thereof by such Independent Contractor;

      


      (iii) none
        of
        the provisions of this Section
        3.23(c)
        relating
        to any such contract or to actions taken through any such Independent Contractor
        shall be deemed to relieve the Servicer of any of its duties and obligations
        to
        the Trustee on behalf of the Certificateholders with respect to the operation
        and management of any such REO Property; and

      


      (iv) the
        Servicer shall be obligated with respect thereto to the same extent as if
        it
        alone were performing all duties and obligations in connection with the
        operation and management of such REO Property.

      


      The
        Servicer shall be entitled to enter into any agreement with any Independent
        Contractor performing services for it related to its duties and obligations
        hereunder for indemnification of the Servicer by such Independent Contractor,
        and nothing in this Agreement shall be deemed to limit or modify such
        indemnification. The Servicer shall be solely liable for all fees owed by
        it to
        any such Independent Contractor, irrespective of whether the Servicer’s
        compensation pursuant to Section
        3.18
        is
        sufficient to pay such fees; provided,
        however,
        that to
        the extent that any payments made by such Independent Contractor would
        constitute Servicing Advances if made by the Servicer, such amounts shall
        be
        reimbursable as Servicing Advances made by the Servicer.

      


      (d) In
        addition to the withdrawals permitted under Section
        3.23(c),
        the
        Servicer may from time to time make withdrawals from the REO Account for
        any REO
        Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in
        respect
        of the related Mortgage Loan; and (ii) to reimburse itself or any
        Sub-Servicer for unreimbursed Servicing Advances and Advances made in respect
        of
        such REO Property or the related Mortgage Loan. On the Servicer Remittance
        Date,
        the Servicer shall withdraw from each REO Account maintained by it and deposit
        into the Certificate Account in accordance with Section
        3.10(d)(ii),
        for
        distribution on the related Distribution Date in accordance with Section
        4.01,
        the
        income from the related REO Property received during the prior calendar month,
        net of any withdrawals made pursuant to Section
        3.23(c)
        or this
Section
        3.23(d).

      


      (e) Subject
        to the time constraints set forth in Section
        3.23(a),
        each
        REO Disposition shall be carried out by the Servicer at such price and upon
        such
        terms and conditions as the Servicer shall deem necessary or advisable, as
        shall
        be normal and usual in its Accepted Servicing Practices.

      


      (f) The
        proceeds from the REO Disposition, net of any amount required by law to be
        remitted to the Mortgagor under the related Mortgage Loan and net of any
        payment
        or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
        be
        deposited in the Certificate Account in accordance with Section
        3.10(d)(ii)
        on the
        Servicer Remittance Date in the month following the receipt thereof for
        distribution on the related Distribution Date in accordance with Section
        4.01.
        Any REO
        Disposition shall be for cash only (unless changes in the REMIC Provisions
        made
        subsequent to the Startup Day allow a sale for other
        consideration).

      



      
        
          
          

        

        
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      (g) The
        Servicer shall file information returns with respect to the receipt of mortgage
        interest received in a trade or business, reports of foreclosures and
        abandonments of any Mortgaged Property and cancellation of indebtedness income
        with respect to any Mortgaged Property as required by Sections 6050H, 6050J
        and
        6050P of the Code, respectively. Such reports shall be in form and substance
        sufficient to meet the reporting requirements imposed by such Sections 6050H,
        6050J and 6050P of the Code.

      


      SECTION
        3.24 Obligations
        of the Servicer in Respect of Prepayment Interest Shortfalls.
        The
        Servicer shall deliver to the Trustee for deposit into the Certificate Account
        by 1:00 p.m. New York time on the Servicer Remittance Date from its own funds
        an
        amount equal to the lesser of (i) the aggregate of the Prepayment Interest
        Shortfalls for the related Distribution Date resulting from full Principal
        Prepayments during the related Prepayment Period and (ii) the aggregate
        Servicing Fee for the related Prepayment Period. Any amounts paid by the
        Servicer pursuant to this Section
        3.24
        shall
        not be reimbursed by any Trust REMIC or the Trust Fund.

      


      SECTION
        3.25 Obligations
        of the Servicer in Respect of Mortgage Rates and Monthly
        Payments.
        In the
        event that a shortfall in any collection on or liability with respect to
        any
        Mortgage Loan results from or is attributable to adjustments to Mortgage
        Rates,
        Monthly Payments or Stated Principal Balances that were made by the Servicer
        in
        a manner not consistent with the terms of the related Mortgage Note applicable
        laws, regulations and rulings and this Agreement, the Servicer, upon discovery
        or receipt of notice thereof, shall immediately deliver to the Trustee for
        deposit in the Certificate Account from its own funds the amount of any such
        shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee,
        the
        Depositor and any successor Servicer in respect of any such liability. Such
        indemnities shall survive the termination or discharge of this Agreement.
        Notwithstanding the foregoing, this Section
        3.25
        shall
        not limit the ability of the Servicer to seek recovery of any such amounts
        from
        the related Mortgagor under the terms of the related Mortgage Note, as permitted
        by law.

      


      SECTION
        3.26 Advance
        Facility.
        (a) The
        Servicer is hereby authorized to enter into a financing or other facility
        (any
        such arrangement an “Advance
        Facility”)
        with
        any Person which provides that such Person (an “Advancing
        Person”)
        may
        fund Advances and/or Servicing Advances to the Trust Fund under this Agreement,
        although no such facility shall reduce or otherwise affect the Servicer’s
        obligation to fund such Advances and/or Servicing Advances. If the Servicer
        enters into such an Advance Facility pursuant to this Section
        3.26,
        upon
        reasonable request of the Advancing Person, the Trustee shall execute a letter
        of acknowledgment, confirming its receipt of notice of the existence of such
        Advance Facility. To the extent that an Advancing Person funds any Advance
        or
        any Servicing Advance and the Servicer provides the Trustee with an Officers’
Certificate that such Advancing Person is entitled to reimbursement, such
        Advancing Person shall be entitled to receive reimbursement pursuant to this
        Agreement for such amount to the extent provided in Section
        3.26(b).
        Such
        Officers’ Certificate must specify the amount of the reimbursement, the Section
        of this Agreement that permits the applicable Advance or Servicing Advance
        to be
        reimbursed and the section(s) of the Advance Facility that entitle the Advancing
        Person to request reimbursement from the Trustee, rather than the Servicer
        or
        proof of an event of default under the Advance Facility. The Trustee shall
        have
        no duty or liability with respect to any calculation of any reimbursement
        to be
        paid to an Advancing Person and shall be entitled to rely without independent
        investigation on the Advancing Person’s notice provided pursuant to this
Section
        3.26.
        The
        Trustee shall have no responsibility to track or monitor the administration
        of
        the Advance Facility. An Advancing Person whose obligations hereunder are
        limited to the funding of Advances and/or Servicing Advances shall not be
        required to meet the qualifications of the Servicer or a Sub-Servicer pursuant
        to Section
        3.02
        hereof
        and will not be deemed to be a Sub-Servicer under this Agreement.

      



      
        
          
          

        

        
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      (b) If
        an
        advancing facility is entered into, then the Servicer shall not be permitted
        to
        reimburse itself therefor under Section
        3.11(a)(ii),
        Section
        3.11(a)(iii)
        and
Section
        3.11(a)(vi)
        prior to
        the remittance to the Trust Fund, but instead the Servicer shall remit such
        amounts in accordance with the documentation establishing the Advance Facility
        to such Advancing Person or to a trustee, agent or custodian (an “Advance
        Facility Trustee”)
        designated by such Advancing Person. The Trustee is hereby authorized to
        pay to
        the Advancing Person, reimbursements for Advances and Servicing Advances
        from
        the Certificate Account to the same extent the Servicer would have been
        permitted to reimburse itself for such Advances and/or Servicing Advances
        in
        accordance with Section
        3.11(a)(ii),
        Section
        3.11(a)(iii)
        and
Section
        3.11(a)(vi),
        as the
        case may be, had the Servicer itself funded such Advance or Servicing Advance.
        The Trustee is hereby authorized to pay directly to the Advancing Person
        such
        portion of the Servicing Fee as the parties to any advancing facility agree
        in
        writing.

      


      (c) All
        Advances and Servicing Advances made pursuant to the terms of this Agreement
        shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
        basis.

      


      (d) Any
        amendment to this Section
        3.26
        or to
        any other provision of this Agreement that may be necessary or appropriate
        to
        effect the terms of an Advance Facility as described generally in this
Section
        3.26,
        including amendments to add provisions relating to a successor Servicer,
        may be
        entered into by the Trustee and the Servicer without the consent of any
        Certificateholder, notwithstanding anything to the contrary in this Agreement;
        provided,
        however,
        such
        amendment shall otherwise comply with Section
        13.01
        hereof.
        All costs and expenses (including attorneys’ fees) of each party hereto related
        to such amendment shall be borne by the Servicer without reimbursement from
        the
        Trust Fund.

      


      ARTICLE
        IV

      


      PAYMENTS
        TO CERTIFICATEHOLDERS

      


      SECTION
        4.01 Distributions.
        (a) (1)
        On each Distribution Date, the following amounts, in the following order
        of
        priority, shall be distributed by REMIC I to REMIC II on account of the REMIC
        I
        Regular Interests or withdrawn from the Certificate Account and distributed
        to
        the holders of the Class R-I Interest, as the case may be:

      



      
        
          
          

        

        
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      (i) first,
        to
        Holders of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1,
        REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I
        Regular Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular
        Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
        I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
        REMIC
        I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
        Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
        I-LTM10 and REMIC I Regular Interest I-LTZZ, in an amount equal to (A) the
        Uncertificated Interest for such Distribution Date, plus
        (B) any
        amounts in respect thereof remaining unpaid from previous Distribution Dates.
        Amounts payable as Uncertificated Interest in respect of REMIC I Regular
        Interest I-LTZZ shall be reduced when the sum of the REMIC I Overcollateralized
        Amount is less than the REMIC I Required Overcollateralized Amount, by the
        lesser of (x) the amount of such difference and (y) the Maximum I-LTZZ
        Uncertificated Interest Deferral Amount and such amounts will be payable
        to the
        Holders of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
        REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I
        Regular Interest I-LTA5, REMIC I Regular Interest I-LTM1, REMIC I Regular
        Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
        I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6,
        REMIC
        I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
        Interest I-LTM9 and REMIC Regular Interest I-LTM10 in the same proportion
        as the
        Overcollateralization Increase Amount is allocated to the Corresponding
        Certificates and the Uncertificated Balance of REMIC I Regular Interest I-LTZZ
        shall be increased by such amount;

      


      (ii) second,
        to the Holders of REMIC I Regular Interests, in an amount equal to the remainder
        of the Available Distribution Amount for such Distribution Date after the
        distributions made pursuant to clause
        (i)
        above,
        allocated as follows:

      


      (a) 98.00%
        of such
        remainder (less the amount payable in clause
        (e)
        below),
        to the Holders of REMIC I Regular Interest I-LTAA, until the Uncertificated
        Balance of such REMIC I Regular Interest is reduced to zero;

      


      2%
        of
        such remainder, first to the Holders of REMIC I Regular Interest I-LTA1,
        REMIC I
        Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
        Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular Interest
        I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3,
        REMIC
        I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
        Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
        I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC Regular Interest I-LTM10,
        1.00% of and in the same proportion as principal payments are allocated to
        the
        Corresponding Certificates, until the Uncertificated Balances of such REMIC
        I
        Regular Interests are reduced to zero; and second, to the Holders of REMIC
        I
        Regular Interest I-LTZZ, (less the amount payable in clause
        (c)
        below),
        until the Uncertificated Balance of such REMIC I Regular Interest is reduced
        to
        zero; then

      



      
        
          
          

        

        
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      (b) to
        the
        Holders of REMIC I Regular Interest I-LTP, on the Distribution Date immediately
        following the expiration of the latest Prepayment Charge as identified on
        the
        Prepayment Charge Schedule or any Distribution Date thereafter until $100
        has
        been distributed pursuant to this clause; and

      


      (c) any
        remaining amount to the Holders of the Class R Certificates (as Holder of
        the
        Class R-I Interest);

      


      provided,
        however,
        that
        98.00% and 2.00% of any principal payments that are attributable to an
        Overcollateralization Reduction Amount shall be allocated to Holders of REMIC
        I
        Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ,
        respectively.

      


      (2) On
        each
        Distribution Date, the Trustee shall withdraw from the Certificate Account
        an
        amount equal to the Interest Remittance Amount and distribute to the
        Certificateholders the following amounts, in the following order of
        priority:

      


      (i) to
        the
        Holders of each Class of the Class A Certificates, on a pro
        rata
        basis
        based on the entitlement of each such Class, an amount equal to the Senior
        Interest Distribution Amount allocable to such Class of the Class A
        Certificates; and

      


      (ii) sequentially,
        to the Holders of the Class M-1 Certificates, Class M-2 Certificates, Class
        M-3
        Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
        Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9
        Certificates, Class M-10 Certificates, in that order, an amount equal to
        the
        Interest Distribution Amount allocable to each such Class.

      


      (3) On
        each
        Distribution Date, the Trustee shall withdraw from the Certificate Account
        an
        amount equal to the Principal Distribution Amount and distribute to the
        Certificateholders the following amounts, in the following order of
        priority:

      


      (A) On
        each
        Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
        Event
        is in effect, the Principal Distribution Amount shall be distributed in the
        following order of priority:

      


      (i) concurrently,
        on a pro rata basis (based on the Certificate Principal Balance of the Class
        A-5
        Certificates, on the one hand, and the aggregate Certificate Principal Balance
        of the Class A-1 Certificates and Class A-2 Certificates, on the other hand),
        as
        follows:

      



      
        
          
          

        

        
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      (a) to
        the
        Holders of the Class A-5 Certificates, until the Certificate Principal Balance
        of the Class A-5 Certificates has been reduced to zero; and

      


      (b) sequentially,
        to the Holders of the Class A-1 Certificates and Class A-2 Certificates,
        in that
        order, until the Certificate Principal Balance of each such Class has been
        reduced to zero;

      


      (ii) sequentially,
        to the Holders of the Class A-3 Certificates and Class A-4 Certificates,
        in that
        order, until the Certificate Principal Balance of each such Class has been
        reduced to zero; and

      


      (iii) sequentially,
        to the holders of the Class M-1 Certificates, Class M-2 Certificates, Class
        M-3
        Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
        Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9
        Certificates and Class M-10 Certificates, in that order, until the Certificate
        Principal Balance of each such Class has been reduced to zero.

      


      (B) On
        each
        Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
        Event is not in effect, the Principal Distribution Amount shall be distributed
        in the following order of priority:

      


      (i) to
        the
        holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-3
        Certificates, Class A-4 Certificates and Class A-5 Certificates, up to an
        amount
        equal to the Class A Principal Distribution Amount, in the following order
        of
        priority:

      


      (a) concurrently,
        on a pro rata basis (based on the Certificate Principal Balance of the Class
        A-5
        Certificates, on the one hand, and the aggregate Certificate Principal Balance
        of the Class A-1 Certificates and Class A-2 Certificates, on the other hand),
        as
        follows:

      


      (1) to
        the
        Holders of the Class A-5 Certificates, until the Certificate Principal Balance
        of the Class A-5 Certificates has been reduced to zero; and

      


      (2) sequentially,
        to the Holders of the Class A-1 Certificates and Class A-2 Certificates,
        in that
        order, until the Certificate Principal Balance of each such Class has been
        reduced to zero; and

      


      (b) sequentially,
        to the Holders of the Class A-3 Certificates and Class A-4 Certificates,
        in that
        order, until the Certificate Principal Balance of each such Class has been
        reduced to zero; and

      



      
        
          
          

        

        
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      (ii) sequentially,
        to the Holders of the Class M-1 Certificates, Class M-2 Certificates, Class
        M-3
        Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
        Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9
        Certificates and Class M-10 Certificates, in that order, up to an amount
        equal
        to the related Class M Principal Distribution Amount until the Certificate
        Principal Balance of each such class has been reduced to zero.

      


      On
        or
        after the occurrence of the Credit Support Depletion Date, all priorities
        relating to distributions as described in Section 4.01(a)(3) of this Agreement
        in respect of principal among the Class A Certificates will be disregarded,
        and
        the Principal Distribution Amount will be distributed to the remaining Class
        A
        Certificates on a pro rata basis in accordance with their respective outstanding
        Certificate Principal Balances.

      


      (4) On
        each
        Distribution Date, the Net Monthly Excess Cashflow shall be distributed by
        the
        Trustee as follows:

      


      (i) to
        the
        Holders of the Class or Classes of Certificates then entitled to receive
        distributions in respect of principal, as part of the Principal Distribution
        Amount in an amount up to the Overcollateralization Increase Amount for the
        Certificates, applied to reduce the Certificate Principal Balance of such
        Certificates until the aggregate Certificate Principal Balance of such
        Certificates is reduced to zero;

      


      (ii) sequentially,
        to the Holders of the Class M-1 Certificates, Class M-2 Certificates , Class
        M-3
        Certificates , Class M-4 Certificates, Class M-5 Certificates , Class M-6
        Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9
        Certificates and Class M-10 Certificates in that order, in each case, up
        to an
        amount equal to the Interest Carry Forward Amount allocable to such Class
        of
        Certificates;

      


      (iii) concurrently,
        on a pro
        rata
        basis,
        based on the amount of any Allocated Realized Loss Amounts previously allocated
        thereto that remain unreimbursed, to the Holders of the Class A-1 Certificates,
        Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and
        Class
        A-5 Certificates, and then sequentially to the Holders of the Class M-1
        Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
        Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7
        Certificates, Class M-8 Certificates, Class M-9 Certificates and Class M-10
        Certificates, in that order, in each case up to the related Allocated Realized
        Loss Amount related to each such Class of Certificates for such Distribution
        Date;

      


      (iv) to
        the
        Holders of the Class A Certificates and the Mezzanine Certificates, any related
        unpaid Net WAC Rate Carryover Amount distributed to the Holders of the Class
        A
        Certificates on a pro rata basis based on the remaining Net WAC Rate Carryover
        Amount for each such Class and then to the Holders of the Class of Mezzanine
        Certificates in order of Highest Priority;

      



      
        
          
          

        

        
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      (v) to
        pay
        any Swap Termination Payments owed to the Swap Counterparty due to a Swap
        Counterparty Trigger Event;

      


      (vi) to
        the
        Holders of the Class CE Certificates, (a) the Interest Distribution Amount
        and any Overcollateralization Reduction Amount for such Distribution Date
        and
        (b) on any Distribution Date on which the aggregate Certificate Principal
        Balance of the Class A Certificates and the Mezzanine Certificates have been
        reduced to zero, any remaining amounts in reduction of the Certificate Principal
        Balance of the Class CE Certificates, until the Certificate Principal Balance
        thereof has been reduced to zero; and

      


      (vii) to
        the
        Holders of the Class R Certificates, any remaining amounts; provided that
        if
        such Distribution Date is the Distribution Date immediately following the
        expiration of the latest Prepayment Charge term on a Mortgage Loan as identified
        on the Mortgage Loan Schedule or any Distribution Date thereafter, then any
        such
        remaining amounts will be distributed first, to the Holders of the Class
        P
        Certificates, until the Certificate Principal Balance thereof has been reduced
        to zero; and second, to the Holders of the Class R Certificates.

      


      (b) On
        each
        Distribution Date, the Trustee shall withdraw any amounts then on deposit
        in the
        Certificate Account that represent Prepayment Charges collected by the Servicer,
        during the related Prepayment Period in connection with the Principal Prepayment
        of any of the Mortgage Loans or any Servicer Prepayment Charge Payment Amount
        and shall distribute such amounts to the Holders of the Class P Certificates.
        Such distributions shall not be applied to reduce the Certificate Principal
        Balance of the Class P Certificates.

      


      Following
        the foregoing distributions, an amount equal to the amount of Subsequent
        Recoveries shall be applied to increase the Certificate Principal Balance
        of the
        Class of Certificates with the Highest Priority up to the extent of such
        Realized Losses previously allocated to that Class of Certificates pursuant
        to
Section
        4.04.
        An
        amount equal to the amount of any remaining Subsequent Recoveries shall be
        applied to increase the Certificate Principal Balance of the Class of
        Certificates with the next Highest Priority, up to the amount of such Realized
        Losses previously allocated to that Class of Certificates pursuant to
Section
        4.04.
        Holders
        of such Certificates will not be entitled to any distribution in respect
        of
        interest on the amount of such increases for any Interest Accrual Period
        preceding the Distribution Date on which such increase occurs. Any such
        increases shall be applied to the Certificate Principal Balance of each
        Certificate of such Class in accordance with its respective Percentage
        Interest.

      


      (c) All
        distributions made with respect to each Class of Certificates on each
        Distribution Date shall be allocated pro
        rata
        among
        the outstanding Certificates in such Class based on their respective Percentage
        Interests. Payments in respect of each Class of Certificates on each
        Distribution Date shall be made to the Holders of the respective Class of
        record
        on the related Record Date (except as otherwise provided in Section
        4.01(e)
        or
Section
        9.01
        respecting the final distribution on such Class), based on the aggregate
        Percentage Interest represented by their respective Certificates, and shall
        be
        made by wire transfer of immediately available funds to the account of any
        such
        Holder at a bank or other entity having appropriate facilities therefor,
        if such
        Holder shall (i) own Certificates having denominations aggregating at least
        $1,000,000 and (ii) have so notified the Trustee in writing at least five
        Business Days prior to the Record Date immediately prior to such Distribution
        Date, or otherwise by check mailed by first class mail to the address of
        such
        Holder appearing in the Certificate Register. The final distribution on each
        Certificate shall be made in like manner, but only upon presentment and
        surrender of such Certificate at the office of the Trustee maintained for
        such
        purpose pursuant to Section
        8.12
        or such
        other location specified in the notice to Certificateholders of such final
        distribution.

      



      
        
          
          

        

        
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      Each
        distribution with respect to a Book-Entry Certificate shall be paid to the
        Depository, as Holder thereof, and the Depository shall be responsible for
        crediting the amount of such distribution to the accounts of its Depository
        Participants in accordance with its normal procedures. Each Depository
        Participant shall be responsible for disbursing such distribution to the
        Certificate Owners that it represents and to each indirect participating
        brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
        it acts as agent. Each brokerage firm shall be responsible for disbursing
        funds
        to the Certificate Owners that it represents. None of the Trustee, the Depositor
        or the Servicer shall have any responsibility therefor except as otherwise
        provided by this Agreement or applicable law.

      


      (d) The
        rights of the Certificateholders to receive distributions in respect of the
        Certificates, and all interests of the Certificateholders in such distributions,
        shall be as set forth in this Agreement. None of the Holders of any Class
        of
        Certificates, the Trustee or the Servicer shall in any way be responsible
        or
        liable to the Holders of any other Class of Certificates in respect of amounts
        properly previously distributed on the Certificates.

      


      (e) Except
        as
        otherwise provided in Section
        9.01,
        whenever the Trustee expects that the final distribution with respect to
        any
        Class of Certificates will be made on the next Distribution Date, the Trustee
        shall, no later than three (3) days before the related Distribution Date
        (to the
        extent that an accurate Remittance Report is received in a timely manner
        by the
        Trustee), mail to each Holder on such date of such Class of Certificates
        a
        notice to the effect that:

      


      (i) the
        Trustee expects that the final distribution with respect to such Class of
        Certificates will be made on such Distribution Date but only upon presentation
        and surrender of such Certificates at the office of the Trustee therein
        specified, and

      


      (ii) no
        interest shall accrue on such Certificates from and after the end of the
        related
        Interest Accrual Period.

      


      Any
        funds
        not distributed to any Holder or Holders of Certificates of such Class on
        such
        Distribution Date because of the failure of such Holder or Holders to tender
        their Certificates shall, on such date, be set aside and held in trust by
        the
        Trustee and credited to the account of the appropriate non-tendering Holder
        or
        Holders. If any Certificates as to which notice has been given pursuant to
        this
Section
        4.01(e)
        shall
        not have been surrendered for cancellation within six months after the time
        specified in such notice, the Trustee shall mail a second notice to the
        remaining non-tendering Certificateholders to surrender their Certificates
        for
        cancellation in order to receive the final distribution with respect thereto.
        If
        within one year after the second notice all such Certificates shall not have
        been surrendered for cancellation, the Trustee shall, directly or through
        an
        agent, mail a final notice to the remaining non-tendering Certificateholders
        concerning surrender of their Certificates and shall continue to hold any
        remaining funds for the benefit of non-tendering Certificateholders. The
        costs
        and expenses of maintaining the funds in trust and of contacting such
        Certificateholders shall be paid out of the assets held in trust for such
        Certificateholders. If within one year after the final notice any such
        Certificates shall not have been surrendered for cancellation, the Trustee
        shall
        pay to Bear, Stearns & Co. Inc., as representative for the underwriters, in
        accordance with its wiring instructions, all such amounts, and all rights
        of
        non-tendering Certificateholders in or to such amounts shall thereupon cease.
        No
        interest shall accrue or be payable to any Certificateholder on any amount
        held
        in trust by the Trustee as a result of such Certificateholder’s failure to
        surrender its Certificate(s) for final payment thereof in accordance with
        this
Section
        4.01(e).
        Any
        such amounts held in trust by the Trustee shall be held in an Eligible Account
        and shall be held uninvested.

      



      
        
          
          

        

        
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      (f) Notwithstanding
        anything to the contrary herein, (i) in no event shall the Certificate Principal
        Balance of a Class A Certificate or a Mezzanine Certificate be reduced more
        than
        once in respect of any particular amount allocated to such Certificate in
        respect of Realized Losses pursuant to Section
        4.04
        and (ii)
        in no event shall the Uncertificated Balance of a REMIC I Regular Interest
        be reduced more than once in respect of any particular amount both
        (a) allocated to such REMIC I Regular Interest in respect of Realized
        Losses pursuant to Section 4.04
        and (b)
        distributed on such REMIC I Regular Interest in reduction of the Uncertificated
        Balance thereof pursuant to this Section
        4.01.

      


      SECTION
        4.02 Statements
        to Certificateholders.
        On the
        24th
        day of
        any month, or if such 24th
        day is
        not a Business Day, the Business Day immediately following such 24th
        day, the
        Trustee shall prepare and make available via its website to each Holder of
        the
        Regular Certificates, a statement as to the distributions made on such
        Distribution Date setting forth:

      


      (i) applicable
        Record Date and Determination Date for calculating such
        distribution;

      


      (ii) the
        aggregate amount of payments received and the sources thereof for distributions,
        fees and expenses;

      


      (iii) the
        amount of the distribution made on such Distribution Date to the Holders
        of the
        Certificates of each Class allocable to principal; 

      


      (iv) the
        amount of the distribution made on such Distribution Date to the Holders
        of the
        Class P Certificates allocable to Prepayment Charges;

      


      (v) the
        amount of the distribution made on such Distribution Date to the Holders
        of the
        Certificates of each Class allocable to interest;

      


      (vi) the
        amount of any fees or expenses paid, and the identity of the party receiving
        such fees or expenses, including the aggregate Servicing Fee received by
        the
        Servicer during the related Due Period and such other customary information
        as
        the Trustee deems necessary or desirable, or which a Certificateholder
        reasonably requests, to enable Certificateholders to prepare their tax
        returns;

      



      
        
          
          

        

        
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      (vii) the
        amount of Net
        Monthly Excess Cashflow or
        and
        the disposition of such Net Monthly Excess Cashflow;

      


      (viii) [Reserved];

      


      (ix) the
        aggregate amount, terms and general purpose of Advances made or reimbursed
        for
        such Distribution Date;

      


      (x) any
        material breaches of mortgage loan representations or warranties or covenants
        in
        this Agreement;

      


      (xi) any
        material modifications, extensions or waivers to the terms of the Mortgage
        Loans
        during the related Due Period or that have cumulatively become material over
        time;

      


      (xii) to
        the
        extent not included in the related Form 10-D, information regarding any new
        issuance of asset-backed securities backed by the same asset pool or any
        pool
        asset changes;

      


      (xiii) the
        aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties
        at the close of business on such Distribution Date;

      


      (xiv) the
        number, aggregate principal balance, weighted average remaining term to maturity
        and weighted average Mortgage Rate of the Mortgage Loans as of the related
        Due
        Date;

      


      (xv) delinquency
        and loss information (according to the OTS delinquency calculation method)
        relating to the Mortgage Loans, including the number and aggregate unpaid
        principal balance of Mortgage Loans (a) delinquent 30 to 59 days, (b)
        delinquent 60 to 89 days, (c) delinquent 90 or more days, in each case, as
        of
        the last day of the preceding calendar month, (d) as to which foreclosure
        proceedings have been commenced and (e) with respect to which the related
        Mortgagor has filed for protection under applicable bankruptcy laws, with
        respect to whom bankruptcy proceedings are pending or with respect to whom
        bankruptcy protection is in force;

      


      (xvi) with
        respect to any Mortgage Loan that became an REO Property during the preceding
        calendar month, the loan number of such Mortgage Loan, the unpaid principal
        balance and the Stated Principal Balance of such Mortgage Loan as of the
        date it
        became an REO Property;

      


      (xvii) to
        the
        extent such information is provided to the Trustee by the Servicer, the book
        value of any REO Property as of the close of business on the last Business
        Day
        of the calendar month preceding the Distribution Date;

      



      
        
          
          

        

        
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      (xviii) the
        aggregate amount of Principal Prepayments made during the related Prepayment
        Period;

      


      (xix) the
        aggregate amount of Realized Losses incurred during the related Prepayment
        Period and the aggregate amount of Realized Losses incurred since the Closing
        Date;

      


      (xx) the
        aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
        Custodial Account or the Certificate Account for such Distribution
        Date;

      


      (xxi) the
        aggregate Certificate Principal Balance and Notional Amount, as applicable,
        of
        each Class of Certificates, after giving effect to the distributions, and
        allocations of Realized Losses, made on such Distribution Date, separately
        identifying any reduction thereof due to allocations of Realized
        Losses;

      


      (xxii) the
        Certificate Factor for each such Class of Certificates applicable to such
        Distribution Date;

      


      (xxiii) the
        Interest Distribution Amount in respect of the Class A Certificates, the
        Mezzanine Certificates and the Class CE Certificates for such Distribution
        Date
        and the Interest Carry Forward Amount, if any, with respect to the Class
        A
        Certificates and the Mezzanine Certificates on such Distribution Date, and
        in
        the case of the Class A Certificates, the Mezzanine Certificates and the
        Class
        CE Certificates, separately identifying any reduction thereof due to allocations
        of Realized Losses, Prepayment Interest Shortfalls and Relief Act Interest
        Shortfalls;

      


      (xxiv) the
        aggregate amount of any Prepayment Interest Shortfall for such Distribution
        Date, to the extent not covered by payments by the Servicer pursuant to
Section
        3.24;

      


      (xxv) the
        aggregate amount of Relief Act Interest Shortfalls for such Distribution
        Date;

      


      (xxvi) the
        Overcollateralization Target Amount and the Credit Enhancement Percentage
        for
        such Distribution Date;

      


      (xxvii) the
        Overcollateralization Increase Amount, if any, for such Distribution
        Date;

      


      (xxviii) the
        Overcollateralization Reduction Amount, if any, for such Distribution
        Date;

      


      (xxix) the
        respective Pass-Through Rates applicable to the Class A Certificates, the
        Mezzanine Certificates, the Class CE Certificates for such Distribution Date
        and
        the Pass-Through Rate applicable to the Class A Certificates and the Mezzanine
        Certificates for the immediately succeeding Distribution Date;

      



      
        
          
          

        

        
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      (xxx) the
        Net
        WAC Rate Carryover Amount for the Class A Certificates and the Mezzanine
        Certificates, if any, for such Distribution Date and the amount remaining
        unpaid
        after reimbursements therefor on such Distribution Date;

      


      (xxxi) whether
        a
        Trigger Event is in effect; and

      


      (xxxii) the
        amount of any Net Swap Payment payable to the Trustee on behalf of the Trust,
        any Net Swap Payment payable to the Swap Counterparty, any Swap Termination
        Payment payable to the Trustee on behalf of the Trust and any Swap Termination
        Payment payable to the Swap Counterparty.

      


      The
        Trustee shall make such statement (and, at its option, any additional files
        containing the same information in an alternative format) available each
        month
        to Certificateholders, the Servicer and the Rating Agencies via the Trustee’s
        internet website. The Trustee’s internet website shall initially be located at
        https://www.ctslink.com and assistance in using the website can be obtained
        by
        calling the Trustee’s investor relations desk at 1-301-815-6600. Parties that
        are unable to use the above distribution options are entitled to have a paper
        copy mailed to them via first class mail by calling the investor relations
        desk
        and indicating such. The Trustee shall have the right to change the way such
        statements are distributed in order to make such distribution more convenient
        and/or more accessible to the above parties and the Trustee shall provide
        timely
        and adequate notification to all above parties regarding any such
        changes.

      


      In
        the
        case of information furnished pursuant to subclauses
        (iii), (iv)
        and
(v)
        above,
        the amounts shall be expressed as a dollar amount per Single Certificate
        of the
        relevant Class.

      


      Within
        a
        reasonable period of time after the end of each calendar year, the Trustee
        shall
        furnish to each Person who at any time during the calendar year was a Holder
        of
        a Regular Certificate a statement containing the information set forth in
        subclauses
        (iii), (iv)
        and
(v)
        above,
        aggregated for such calendar year or applicable portion thereof during which
        such person was a Certificateholder. Such obligation of the Trustee shall
        be
        deemed to have been satisfied to the extent that substantially comparable
        information shall be provided by the Trustee pursuant to any requirements
        of the
        Code as from time to time are in force.

      


      Within
        a
        reasonable period of time after the end of each calendar year, the Trustee
        shall
        furnish to each Person who at any time during the calendar year was a Holder
        of
        a Residual Certificate a statement setting forth the amount, if any, actually
        distributed with respect to the Residual Certificates, as appropriate,
        aggregated for such calendar year or applicable portion thereof during which
        such Person was a Certificateholder.

      


      The
        Trustee shall, upon request, furnish to each Certificateholder, during the
        term
        of this Agreement, such periodic, special, or other reports or information,
        whether or not provided for herein, as shall be reasonable with respect to
        the
        Certificateholder, or otherwise with respect to the purposes of this Agreement,
        all such reports or information to be provided at the expense of the
        Certificateholder in accordance with such reasonable and explicit instructions
        and directions as the Certificateholder may provide. For purposes of this
        Section
        4.02,
        the
        Trustee’s duties are limited to the extent that the Trustee receives timely
        reports as required from the Servicer.

      



      
        
          
          

        

        
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      On
        each
        Distribution Date the Trustee shall provide Bloomberg Financial Markets,
        L.P.
        (“Bloomberg”)
        CUSIP
        level factors for each class of Certificates as of such Distribution Date,
        using
        a format and media mutually acceptable to the Trustee and
        Bloomberg.

      


      SECTION
        4.03 Remittance
        Reports; Advances.
        (a) On
        the Business Day following each Determination Date, the Servicer shall deliver
        to the Trustee by telecopy (or by such other means as the Servicer or the
        Trustee may agree from time to time) a Remittance Report with respect to
        the
        related Distribution Date. On the same date, the Servicer shall electronically
        transmit to the Trustee (in a format acceptable to the Trustee), a data file
        containing the information set forth in such Remittance Report (including
        but
        not limited to the date elements specified in Schedule 4 hereto) with respect
        to
        the related Distribution Date or if electronic transmission is not available,
        the Servicer shall forward to the Trustee by overnight mail a computer readable
        magnetic tape. Such Remittance Report will include (i) the amount of Advances
        to
        be made by the Servicer in respect of the related Distribution Date, the
        aggregate amount of Advances outstanding after giving effect to such Advances,
        and the aggregate amount of Nonrecoverable Advances in respect of such
        Distribution Date and (ii) such other information with respect to the Mortgage
        Loans as the Trustee may reasonably require to perform the calculations
        necessary to make the distributions contemplated by Section
        4.01
        and to
        prepare the statements to Certificateholders contemplated by Section
        4.02.
        The
        Trustee shall not be responsible to recompute, recalculate or verify any
        information provided to it by the Servicer.

      


      (b) The
        amount of Advances to be made by the Servicer for any Distribution Date shall
        equal, subject to Section
        4.03(d),
        the sum
        of, (i) the aggregate amount of Monthly Payments (with each interest portion
        thereof net of the related Servicing Fee), due on the related Due Date in
        respect of the Mortgage Loans, which Monthly Payments were delinquent as
        of the
        close of business on the related Determination Date and (ii) with respect
        to
        each REO Property, which REO Property was acquired during or prior to the
        related Prepayment Period and as to which REO Property an REO Disposition
        did
        not occur during the related Prepayment Period, an amount equal to the excess,
        if any, of the REO Imputed Interest on such REO Property for the most recently
        ended calendar month, over the net income from such REO Property transferred
        to
        the Certificate Account pursuant to Section
        3.23
        for
        distribution on such Distribution Date; provided,
        however,
        that
        the Servicer shall not be required to make Advances with respect to Relief
        Act
        Interest Shortfalls or Prepayment Interest Shortfalls in excess of their
        respective obligations under Section
        3.24.

      


      By
        1:00
        p.m. New York time on the Servicer Remittance Date, the Servicer shall remit
        in
        immediately available funds to the Trustee for deposit in the Certificate
        Account an amount equal to the aggregate amount of Advances, if any, to be
        made
        in respect of the Mortgage Loans and REO Properties for the related Distribution
        Date either (i) from its own funds or (ii) from the Custodial Account, to
        the
        extent of funds held therein for future distribution (in which case it will
        cause to be made an appropriate entry in the records of the Custodial Account
        that amounts held for future distribution have been, as permitted by this
        Section
        4.03,
        used by
        the Servicer in discharge of any such Advance) or (iii) in the form of any
        combination of (i) and (ii) aggregating the total amount of Advances to be
        made
        by the Servicer with respect to the Mortgage Loans and REO Properties. Any
        amounts held for future distribution and so used shall be appropriately
        reflected in the Servicer’s records and replaced by the Servicer by deposit in
        the Custodial Account on or before any future Servicer Remittance Date to
        the
        extent that the Available Distribution Amount for the related Distribution
        Date
        (determined without regard to Advances to be made on the Servicer Remittance
        Date) shall be less than the total amount that would be distributed to the
        Classes of Certificateholders pursuant to Section
        4.01
        on such
        Distribution Date if such amounts held for future distributions had not been
        so
        used to make Advances. The Trustee will provide notice to the Servicer by
        telecopy by the close of business on the Business Day prior to the Distribution
        Date in the event that the amount remitted by the Servicer to the Trustee
        on
        such date is less than the amount required to be remitted by the Servicer
        as set
        forth in the Remittance Report for the related Distribution Date.

      



      
        
          
          

        

        
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      (c) The
        obligation of the Servicer to make such Advances is mandatory, notwithstanding
        any other provision of this Agreement but subject to (d)
        below,
        and, with respect to any Mortgage Loan or REO Property, shall continue until
        a
        Final Recovery Determination in connection therewith or the removal thereof
        from
        the Trust Fund pursuant to any applicable provision of this Agreement, except
        as
        otherwise provided in this Section.

      


      (d) Notwithstanding
        anything herein to the contrary, no Advance or Servicing Advance shall be
        required to be made hereunder by the Servicer if such Advance or Servicing
        Advance would, if made, constitute a Nonrecoverable Advance or Nonrecoverable
        Servicing Advance, respectively. The determination by the Servicer that it
        has
        made a Nonrecoverable Advance or a Nonrecoverable Servicing Advance or that
        any
        proposed Advance or Servicing Advance, if made, would constitute a
        Nonrecoverable Advance or Nonrecoverable Servicing Advance, respectively,
        shall
        be evidenced by a certification of a Servicing Officer delivered to the
        Depositor and the Trustee.

      


      SECTION
        4.04 Allocation
        of Realized Losses.
        (a)
        Prior to each Determination Date, the Servicer shall determine as to each
        Mortgage Loan and REO Property: (i) the total amount of Realized Losses,
        if any,
        incurred in connection with any Final Recovery Determinations made during
        the
        related Prepayment Period; (ii) whether and the extent to which such Realized
        Losses constituted Bankruptcy Losses; and (iii) the respective portions of
        such
        Realized Losses allocable to interest and allocable to principal. Prior to
        each
        Determination Date, the Servicer shall also determine as to each Mortgage
        Loan:
        (i) the total amount of Realized Losses, if any, incurred in connection with
        any
        Deficient Valuations made during the related Prepayment Period; (ii) the
        total
        amount of Realized Losses, if any, incurred in connection with Debt Service
        Reductions in respect of Monthly Payments due during the related Due Period
        and
        (iii) the total amount of Realized Losses, if any, incurred in connection
        with
        Swap Payment Shortfalls as of the Distribution Date in the month in which
        such
        Swap Payment Shortfalls were incurred. The information described in the two
        preceding sentences that is to be supplied by the Servicer shall be evidenced
        by
        an Officers’ Certificate delivered to the Trustee by the Servicer prior to the
        Determination Date immediately following the end of (i) in the case of
        Bankruptcy Losses allocable to interest, the Due Period during which any
        such
        Realized Loss was incurred, (ii) in the case of Swap Payment Shortfalls,
        the
        Distribution Date in the month in which such Swap Payment Shortfall was incurred
        and (iii) in the case of all other Realized Losses, the Prepayment Period
        during which any such Realized Loss was incurred.

      



      
        
          
          

        

        
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      (b) All
        Realized Losses on the Mortgage Loans shall be allocated or covered by the
        Trustee on each Distribution Date as follows: first, by Net Monthly Excess
        Cash
        Flow; second, by any amounts available from the Swap Agreement for such
        Distribution Date pursuant to Section 4.07;
        third,
        to the Class CE Certificates, until the Certificate Principal Balance thereof
        has been reduced to zero; fourth, to the Class M-10 Certificates, until the
        Certificate Principal Balance thereof has been reduced to zero; fifth, to
        the
        Class M-9 Certificates, until the Certificate Principal Balance thereof has
        been
        reduced to zero; sixth, to the Class M-8 Certificates, until the Certificate
        Principal Balance thereof has been reduced to zero; seventh, to the Class
        M-7
        Certificates until the Certificate Principal Balance thereof has been reduced
        to
        zero; eighth, to the Class M-6 Certificates until the Certificate Principal
        Balance thereof has been reduced to zero; ninth, to the Class M-5 Certificates
        until the Certificate Principal Balance thereof has been reduced to zero;
        tenth,
        to the Class M-4 Certificates until the Certificate Principal Balance thereof
        has been reduced to zero; eleventh, to the Class M-3 Certificates until the
        Certificate Principal Balance thereof has been reduced to zero; twelfth,
        to the
        Class M-2 Certificates, until the Certificate Principal Balance thereof has
        been
        reduced to zero; thirteenth, to the Class M-1 Certificates, until the
        Certificate Principal Balance thereof has been reduced to zero; and fourteenth,
        concurrently, to the Class A-1 Certificates, Class A-2 Certificates, Class
        A-3
        Certificates, Class A-4 Certificates and Class A-5 Certificates on a
pro
        rata
        basis
        based on the Certificate Principal Balance of each such Class of Certificates,
        until their respective Certificate Principal Balances have been reduced to
        zero.

      


      All
        Realized Losses to be allocated to the Certificate Principal Balances of
        all
        Classes on any Distribution Date shall be so allocated after the actual
        distributions to be made on such date as provided above. All references above
        to
        the Certificate Principal Balance of any Class of Certificates shall be to
        the
        Certificate Principal Balance of such Class immediately prior to the relevant
        Distribution Date, before reduction thereof by any Realized Losses, in each
        case
        to be allocated to such Class of Certificates, on such Distribution
        Date.

      


      Any
        allocation of Realized Losses to a Class A Certificate or Mezzanine Certificate
        on any Distribution Date shall be made by reducing the Certificate Principal
        Balance thereof by the amount so allocated and any allocation of Realized
        Losses
        to a Class CE Certificates shall be made by reducing the amount otherwise
        payable in respect thereof pursuant to Section
        4.01(a)(4)(vi).
        No
        allocations of any Realized Losses shall be made to the Certificate Principal
        Balances of the Class P Certificates.

      


      As
        used
        herein, an allocation of a Realized Loss on a “pro
        rata
        basis”
among two or more specified Classes of Certificates means an allocation on
        a
pro
        rata
        basis,
        among the various Classes so specified, to each such Class of Certificates
        on
        the basis of their then outstanding Certificate Principal Balances prior
        to
        giving effect to distributions to be made on such Distribution Date. All
        Realized Losses and all other losses allocated to a Class of Certificates
        hereunder will be allocated among the Certificates of such Class in proportion
        to the Percentage Interests evidenced thereby.

      



      
        
          
          

        

        
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      (c) All
        Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
        each
        Distribution Date to the following REMIC I Regular Interests in the specified
        percentages, as follows: first, to Uncertificated Interest payable to the
        REMIC
        I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate
        amount equal to the REMIC I Interest Loss Allocation Amount, 98% and 2%,
        respectively; second, to the Uncertificated Balances of the REMIC I Regular
        Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate amount
        equal to the REMIC I Principal Loss Allocation Amount, 98% and 2%, respectively;
        third, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
        REMIC
        I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTZZ, 98%, 1% and
        1%,
        respectively, until the Uncertificated Balance of REMIC I Regular Interest
        I-LTM10 has been reduced to zero; fourth, to the Uncertificated Balances
        of
        REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM9 and REMIC
        I
        Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
        Balance of REMIC I Regular Interest I-LTM9 has been reduced to zero; fifth,
        to
        the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
        Interest I-LTM8 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Balance of REMIC I Regular Interest
        I-LTM8 has been reduced to zero; sixth, to the Uncertificated Balances of
        REMIC
        I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM7 and REMIC I Regular
        Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
        of REMIC I Regular Interest I-LTM7 has been reduced to zero; seventh to the
        Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
        Interest I-LTM6 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Balance of REMIC I Regular Interest
        I-LTM6 has been reduced to zero; eighth to the Uncertificated Balances of
        REMIC
        I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM5 and REMIC I Regular
        Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
        of REMIC I Regular Interest I-LTM5 has been reduced to zero; ninth to the
        Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
        Interest I-LTM4 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Balance of REMIC I Regular Interest
        I-LTM4 has been reduced to zero; tenth, to the Uncertificated Balances of
        REMIC
        I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM3 and REMIC I Regular
        Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
        of REMIC I Regular Interest I-LTM3 has been reduced to zero; eleventh, to
        the
        Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
        Interest I-LTM2 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Balance of REMIC I Regular Interest
        I-LTM2 has been reduced to zero; twelfth, to the Uncertificated Balances
        of
        REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM1 and REMIC
        I
        Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
        Balance of REMIC I Regular Interest I-LTM1 has been reduced to zero; and
        thirteenth, concurrently, to the Uncertificated Balances of the REMIC I Regular
        Interest I-LTAA, the REMIC I Regular Interests I-LTA1, I-LTA2, I-LTA3, I-LTA4
        and I-LTA5 on a pro
        rata
        basis,
        and the REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until
        the
        respective Uncertificated Balance of such REMIC I Regular Interests have
        been
        reduced to zero.

      


      SECTION
        4.05 Compliance
        with Withholding Requirements.
        Notwithstanding any other provision of this Agreement, the Trustee shall
        comply
        with all federal withholding requirements respecting payments to
        Certificateholders of interest or original issue discount that the Trustee
        reasonably believes are applicable under the Code. The consent of
        Certificateholders shall not be required for such withholding. In the event
        the
        Trustee does withhold any amount from interest or original issue discount
        payments or advances thereof to any Certificateholder pursuant to federal
        withholding requirements, the Trustee shall indicate the amount withheld
        to such
        Certificateholders.

      



      
        
          
          

        

        
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      SECTION
        4.06 Exchange
        Commission; Additional Information.
        (a)
        Notwithstanding anything herein to the contrary, the Depositor, and not the
        Trustee, shall be responsible for executing each Form 10-K filed on behalf
        of
        the Trust. 

      


      Within
        15
        days after each Distribution Date, the Trustee shall, in accordance with
        applicable law, prepare and file with the Commission via the Electronic Data
        Gathering and Retrieval System (“EDGAR”),
        any
        Form 10-D (or other comparable Form containing the same or comparable
        information or other information mutually agreed upon), in the form and
        substance as required by the Exchange Act, with a copy of the statement to
        the
        Certificateholders for such Distribution Date as an exhibit thereto. Any
        necessary disclosure in addition to the statement to the Certificateholders
        that
        is required to be included on Form 10-D (“Additional
        Form 10-D Disclosure”)
        shall,
        pursuant to the paragraph immediately below, be reported by the Seller, the
        Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of
        Regulation AB, any originator under Item 1110(b) of Regulation AB, any other
        party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b)
        of
        Regulation AB as identified to the Trustee by the Depositor (together the
        “Reporting
        Parties”),
        any
        party so required under and directed and approved by the Depositor, and the
        Trustee will have no duty or liability for any failure hereunder to determine
        or
        prepare any Additional Form 10-D Disclosure absent such reporting, direction
        and
        approval.

      


      For
        so
        long as the Trust is subject to the reporting requirements of the Securities
        Exchange Act of 1934, as amended (the “Exchange
        Act”),
        within 5 calendar days after the related Distribution Date, (i) the
        Reporting Parties shall be required to provide to the Trustee and the Depositor,
        to the extent known, in EDGAR-compatible form, or in such other form as
        otherwise agreed upon by the Trustee and the Depositor and such party, the
        form
        and substance of the Additional Form 10-D Disclosure applicable to such party,
        and (ii) the Depositor will approve, as to form and substance, or disapprove,
        as
        the case may be, the inclusion of the Additional Form 10-D Disclosure on
        Form
        10-D. The Trustee has no duty under this Agreement to monitor or enforce
        the
        performance by the Reporting Parties of their duties under this paragraph
        or
        proactively solicit or procure from such parties any Additional Form 10-D
        Disclosure information. The Depositor will be responsible for any reasonable
        fees and expenses assessed or incurred by the Trustee in connection with
        including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
        paragraph.

      


      After
        preparing the Form 10-D, the Trustee shall forward electronically a draft
        copy
        of the Form 10-D to the Depositor and the Servicer for review. No later than
        2
        Business Days prior to the 15th calendar day after the related Distribution
        Date, a senior officer of the Depositor shall sign the Form 10-D and return
        an
        electronic or fax copy of such signed Form 10-D (with an original executed
        hard
        copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be
        filed
        on time or if a previously filed Form 10-D needs to be amended, the Trustee
        will
        follow the procedures set forth in the second paragraph of Section
        4.06(d).
        Promptly (but no later than 1 Business Day) after filing with the Commission,
        the Trustee will make available on its internet website a final executed
        copy of
        each Form 10-D prepared
        and filed by the Trustee.
        The
        signing party at the Depositor can be contacted as described in Section
        13.05
        hereto.
        The parties to this Agreement acknowledge that the performance by the Trustee
        of
        its duties under this Section 4.06(a)
        related
        to the timely preparation and filing of Form 10-D is contingent upon such
        parties strictly observing all applicable deadlines in the performance of
        their
        duties under this Section
        4.06(a).
        The
        Trustee shall have no liability for any loss, expense, damage, claim arising
        out
        of or with respect to any failure to properly prepare and/or timely file
        such
        Form 10-D, where such failure results from the Trustee’s inability or failure to
        receive, on a timely basis, any information from any other party hereto needed
        to prepare, arrange for execution or file such Form 10-D, not resulting from
        its
        own negligence, bad faith or willful misconduct.

      



      
        
          
          

        

        
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      (b)
        Within 90 days after the end of each fiscal year of the Trust or such earlier
        date as may be required by the Exchange Act (the “10-K
        Filing Deadline”)
        (it
        being understood that the fiscal year for the Trust ends on December 31st
        of
        each year), commencing in March 2007, the Trustee shall prepare and file
        on
        behalf of the Trust a Form 10-K, in form and substance as required by the
        Exchange Act. Each such Form 10-K shall include the following items, in each
        case to the extent they have been delivered to the Trustee within the applicable
        time frames set forth in this Agreement, (i) an annual compliance statement
        for
        the Servicer and each Additional Servicer, as described under Section
        12.04,
        (ii)(A)
        the annual reports on assessment of compliance with servicing criteria for
        the
        Servicer, each Additional Servicer and the Trustee, as described under
Sections
        11.04
        and
12.05,
        and (B)
        if the Servicer’s, each Additional Servicer’s or the Trustee’s report on
        assessment of compliance with servicing criteria described under Sections
        11.04
        and
12.05
        identifies any material instance of noncompliance, disclosure identifying
        such
        instance of noncompliance, or if the Servicer’s, each Additional Servicer’s or
        the Trustee’s report on assessment of compliance with servicing criteria
        described under Sections 11.04
        and
12.05
        is not
        included as an exhibit to such Form 10-K, disclosure that such report is
        not
        included and an explanation why such report is not included, (iii)(A) the
        registered public accounting firm attestation report for the Servicer, each
        Additional Servicer and the Trustee, as described under Sections
        11.04
        and
12.05,
        and (B)
        if any registered public accounting firm attestation report described under
        Sections
        11.04
        and
12.05
        identifies any material instance of noncompliance, disclosure identifying
        such
        instance of noncompliance, or if any such registered public accounting firm
        attestation report is not included as an exhibit to such Form 10-K,
        disclosure that such report is not included and an explanation why such report
        is not included, and (iv) a Sarbanes Certification signed by the Depositor
        as
        described in Section
        12.05.
        In
        addition, the Trustee shall sign a certification (in the form attached hereto
        as
Exhibit
        I-2)
        for the
        benefit of the Servicer and its officers, directors and Affiliates regarding
        certain aspects of the Servicer Certification (the “Trustee
        Certification”)
        (provided,
        however,
        that
        the Trustee shall not undertake an analysis of the accountant’s report attached
        as an exhibit to Form 10-K). Any necessary disclosure that is required to
        be
        included on Form 10-K (“Additional
        Form 10-K Disclosure”)
        shall,
        pursuant to the paragraph immediately below, be reported by the Reporting
        Parties and directed and approved by the Depositor, and the Trustee will
        have no
        duty or liability for any failure hereunder to determine or prepare any
        Additional Form 10-K Disclosure absent such reporting, direction and
        approval.

      



      
        
          
          

        

        
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      For
        so
        long as the Trust is subject to the reporting requirements of the Exchange
        Act,
        no later than March 10 (with a 5 calendar day cure period), commencing in
        March
        2007 (i) the Reporting Parties shall be required to provide to the Trustee
        and the Depositor, to the extent known, in EDGAR-compatible form, or in such
        other form as otherwise agreed upon by the Trustee and the Depositor and
        such
        party, the form and substance of the Additional Form 10-K Disclosure applicable
        to such party, and (ii) the Depositor will approve, as to form and substance,
        or
        disapprove, as the case may be, the inclusion of the Additional Form 10-K
        Disclosure on Form 10-K. The Trustee has no duty under this Agreement to
        monitor
        or enforce the performance by the Reporting Parties of their duties under
        this
        paragraph or proactively solicit or procure from such parties any Additional
        Form 10-K Disclosure information. The Depositor will be responsible for any
        reasonable fees and expenses assessed or incurred by the Trustee in connection
        with including any Additional Form 10-K Disclosure on Form 10-K pursuant
        to this
        paragraph.

      


      After
        preparing the Form 10-K, the Trustee shall forward electronically a draft
        copy
        of the Form 10-K to the Depositor for review. No later than end of business
        New
        York City time on the 4th Business Day prior to the 10-K Filing Deadline,
        a
        senior officer of the Depositor shall sign the Form 10-K, and return an
        electronic or fax copy of such signed Form 10-K (with an original executed
        hard
        copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be
        filed
        on time or if a previously filed Form 10-K needs to be amended, the Trustee
        will
        follow the procedures set forth in the second paragraph of Section
        4.06(d).
        Promptly (but no later than 1 Business Day) after filing with the Commission,
        the Trustee will make available on its internet website a final executed
        copy of
        each Form 10-K prepared and filed by the Trustee. The signing party at the
        Depositor can be contacted as described in Section
        13.05.
        The
        parties to this Agreement acknowledge that the performance by the Trustee
        of its
        duties under this Section 4.06(b)
        related
        to the timely preparation and filing of Form 10-K is contingent upon such
        parties (and any Additional Servicer or Servicing Function Participant) strictly
        observing all applicable deadlines in the performance of their duties under
        this
Section
        4.06,
        Sections
        11.04
        and
12.05
        and
Section
        12.04.
        The
        Trustee shall have no liability for any loss, expense, damage, claim arising
        out
        of or with respect to any failure to properly prepare and/or timely file
        such
        Form 10-K, where such failure results from the Trustee’s inability or failure to
        receive, on a timely basis, any information from any other party hereto needed
        to prepare, arrange for execution or file such Form 10-K, not resulting from
        its
        own negligence, bad faith or willful misconduct.

      


      (c)
        Within four (4) Business Days after the occurrence of an event requiring
        disclosure on Form 8-K (each such event, a “Reportable
        Event”),
        and
        if requested by the Depositor and to the extent it receives the Form 8-K
        Disclosure Information described below, the Trustee shall prepare and file
        on
        behalf of the Trust any Form 8-K, as required by the Exchange Act, provided
        that
        the Depositor shall file the initial Form 8-K in connection with the issuance
        of
        the Certificates. Any disclosure or information related to a Reportable Event
        or
        that is otherwise required to be included on Form 8-K (“Form
        8-K Disclosure Information”)
        shall,
        pursuant to the paragraph immediately below, be reported by the Reporting
        Parties and directed and approved by the Depositor, and the Trustee will
        have no
        duty or liability for any failure hereunder to determine or prepare any Form
        8-K
        Disclosure Information absent such reporting, direction and
        approval.

      



      
        
          
          

        

        
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      For
        so
        long as the Trust is subject to the reporting requirements of the Exchange
        Act,
        no later than end of business on the 2nd Business Day after the occurrence
        of a
        Reportable Event (i) the Reporting Parties hereto shall be required to
        provide to the Trustee and the Depositor, to the extent known, in
        EDGAR-compatible form, or in such other form as otherwise agreed upon by
        the
        Trustee and the Depositor and such party, the form and substance of the Form
        8-K
        Disclosure Information applicable to such party, and (ii) the Depositor will
        approve, as to form and substance, or disapprove, as the case may be, the
        inclusion of the Form 8-K Disclosure Information on Form 8-K. The Trustee
        has no
        duty under this Agreement to monitor or enforce the performance by the Reporting
        Parties of their duties under this paragraph or proactively solicit or procure
        from such parties any Form 8-K Disclosure Information. The Depositor will
        be
        responsible for any reasonable fees and expenses assessed or incurred by
        the
        Trustee in connection with including any Form 8-K Disclosure Information
        on Form
        8-K pursuant to this paragraph.

      


      After
        preparing the Form 8-K, the Trustee shall forward electronically a draft
        copy of
        the Form 8-K to the Depositor and the Servicer for review. No later than
        Noon
        New York City time on the 4th Business Day after the Reportable Event, a
        senior
        officer of the Depositor shall sign the Form 8-K and return an electronic
        or fax
        copy of such signed Form 8-K (with an original executed hard copy to follow
        by
        overnight mail) to the Trustee. If a Form 8-K cannot be filed on time or
        if a
        previously filed Form 8-K needs to be amended, the Trustee will follow the
        procedures set forth in the second paragraph of Section
        4.06(d).
        Promptly (but no later than 1 Business Day) after filing with the Commission,
        the Trustee will, make available on its internet website a final executed
        copy
        of each Form 8-K prepared and filed by the Trustee. The signing party at
        the
        Depositor can be contacted as described in Section
        13.05.
        The
        parties to this Agreement acknowledge that the performance by the Trustee
        of its
        duties under this Section
        4.06(c)
        related
        to the timely preparation and filing of Form 8-K is contingent upon such
        parties
        strictly observing all applicable deadlines in the performance of their duties
        under this Section 4.06(c).
        The
        Trustee shall have no liability for any loss, expense, damage, claim arising
        out
        of or with respect to any failure to properly prepare and/or timely file
        such
        Form 8-K, where such failure results from the Trustee’s inability or failure to
        receive, on a timely basis, any information from any other party hereto needed
        to prepare, arrange for execution or file such Form 8-K, not resulting from
        its
        own negligence, bad faith or willful misconduct.

      


      (d)
        On or
        prior to January 30 of the first year in which the Trustee is able to do
        so
        under applicable law, the Trustee shall prepare and file a Form 15 Suspension
        Notification relating to the automatic suspension of reporting in respect
        of the
        Trust under the Exchange Act. 

      


      In
        the
        event that the Trustee is unable to timely file with the Commission all or
        any
        required portion of any Form 8-K, 10-D or 10-K required to be filed by this
        Agreement because required disclosure information was either not delivered
        to it
        or delivered to it after the delivery deadlines set forth in this Agreement
        or
        for any other reason, the Trustee will promptly notify the Depositor and
        the
        Servicer of such inability to make a timely filing with the Commission. In
        the
        case of Form 10-D and 10-K, the Depositor, Servicer and Trustee will cooperate
        to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant
        to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Trustee
        will,
        upon receipt of all required Form 8-K Disclosure Information and upon the
        approval and direction of the Depositor, include such disclosure information
        on
        the next succeeding Form 10-D to be filed for the Trust. In the event that
        any
        previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee
        will
        notify the Depositor and the Servicer and such parties agree to cooperate
        to
        prepare any necessary 8-KA, 10-DA or 10-KA. Any Form 15 shall be signed by a
        senior officer of the Trustee and any Form 12b-25 or any amendment to Form
        10-D,
        Form 8-K or Form 10-K shall be signed by a senior officer of the Depositor.
        The
        Depositor and Servicer acknowledge that the performance by the Trustee of
        its
        duties under this Section
        4.06(d)
        related
        to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
        to Form 8-K, 10-D or 10-K is contingent upon the Servicer and the Depositor
        performing their duties under this Section. The Trustee shall have no liability
        for any loss, expense, damage, claim arising out of or with respect to any
        failure to properly prepare and/or timely file any such Form 15, Form 12b-25
        or
        any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
        the
        Trustee’s inability or failure to receive, on a timely basis, any information
        from any other party hereto needed to prepare, arrange for execution or file
        such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
        resulting from its own negligence, bad faith or willful misconduct.

      



      
        
          
          

        

        
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      The
        Trustee shall have no responsibility to file any items other than those
        specified in this Section
        4.06;
        provided,
        however,
        the
        Trustee and the Servicer will cooperate with the Depositor in connection
        with
        any additional filings with respect to the Trust Fund as the Depositor deems
        necessary under the Exchange Act. 

      


      SECTION
        4.07 The
        Swap Agreement.
        (a) On
        the Closing Date, the Trustee shall (i) establish and maintain in its name,
        in trust for the benefit of Class A and Mezzanine Certificates, the Swap
        Account
        and (ii) for the benefit of the Class A and Mezzanine Certificates, cause
        the
        Trust to enter into the Swap Agreement. The Trustee shall deposit in the
        Swap
        Account all payments that are payable to the Trust Fund under the Swap
        Agreement. Net Swap Payments and Swap Termination Payments (other than Swap
        Termination Payments resulting from a Swap Counterparty Trigger Event) payable
        by the Trustee to the Swap Counterparty pursuant to the Swap Agreement shall
        be
        excluded from the Available Distribution Amount and shall be paid to the
        Swap
        Counterparty pursuant to the Swap Agreement prior to any distributions to
        the
        Certificateholders. On the Business Day prior to each Distribution Date,
        such
        amounts will be remitted by the Trustee to the Swap Account for payment to
        the
        Swap Counterparty, first to make any Net Swap Payment owed to the Swap
        Counterparty pursuant to the Swap Agreement for such Distribution Date, and
        second to make any Swap Termination Payment (not due to a Swap Counterparty
        Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement
        for
        such Distribution Date. For federal income tax purposes, such amounts paid
        to
        the Swap Account on the Business Day prior to each Distribution Date shall
        be
        deemed paid to the Swap Account in respect of REMIC II Regular Interest CE-IO
        to
        the extent of the amount distributable on such REMIC II Regular Interest
        on such
        Distribution Date. Any Swap Termination Payment triggered by a Swap Counterparty
        Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement
        will
        be subordinated to distributions to the Holders of the Class A and Mezzanine
        Certificates and shall be paid as set forth under Section 4.01(a)(4)(v).
        Net
        Swap Payments payable by the Swap Counterparty to the Trustee on behalf of
        the
        Trust Fund pursuant to the Swap Agreement will be deposited by the Trustee
        into
        the Swap Account. On each Distribution Date, to the extent required, the
        Trustee
        shall withdraw the following amounts from the Swap Account to distribute
        to the
        Certificates in the following order of priority, in the case of clauses
        (D),
        (F),
        (G)
        and
(H),
        to the
        extent not covered by Net Monthly Excess Cash Flow:

      



      
        
          
          

        

        
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      (A) first,
        to the
        Holders of the Class A Certificates, to pay any unpaid Senior Interest
        Distribution Amount allocable to such Class of Class A Certificates, on a
        pro rata basis based on the entitlement of each such class (in each case
        to the
        extent not covered by the Interest Remittance Amount);

      


      (B) second,
        to the
        Holders of the Class A Certificates, to pay accrued and unpaid interest to
        the
        extent unpaid from interest collections, but only to the extent of Prepayment
        Interest Shortfalls (not covered by payments by the Servicer pursuant to
        Section
        3.24)
        allocated to such Certificates on such Distribution Date, on a pro rata basis,
        based on the amount of such Prepayment Interest Shortfalls previously allocated
        thereto that remain unreimbursed;

      


      (C) third,
        to
        the
        Holders of the Mezzanine Certificates, in their order of payment priority,
        to
        pay any unpaid Interest Distribution Amount allocable to each such class
        (in
        each case to the extent not covered by the Interest Remittance
        Amount);

      


      (D) fourth,
        to
        the
        Holders of the Mezzanine Certificates, in order of Highest Priority, in each
        case up to the related unpaid Interest Carry Forward Amount related to such
        Certificates for such Distribution Date;

      


      (E) fifth,
        to the
        Holders of the Mezzanine Certificates, in order of Highest Priority, to pay
        accrued and unpaid interest to the extent unpaid from interest collections,
        but
        only to the extent of Prepayment Interest Shortfalls (not covered by payments
        by
        the Servicer pursuant to Section
        3.24)
        allocated to such Certificates on such Distribution Date;

      


      (F) sixth,
        to the
        Holders of the Class A Certificates, on a pro rata basis, based on the amount
        of
        Net WAC Rate Carryover Amounts previously allocated thereto that remain
        unreimbursed, and then sequentially to the Holders of the Class of Mezzanine
        Certificates in order of Highest Priority, the amount of any Net WAC Rate
        Carryover Amounts remaining unpaid as of that Distribution Date; 

      


      (G) seventh,
        to the
        Holders of the Class or Classes of Class A and Mezzanine Certificates then
        entitled to receive distributions in respect of principal, in an amount equal
        to
        the Overcollateralization Increase Amount, distributable as part of the
        Principal Distribution Amount, but only to the extent of the principal portion
        of Realized Losses for such Distribution Date; 

      


      (H) eighth,
        to the
        Holders of the Class A Certificates, on a pro rata basis, based on the amount
        of
        any Allocated Realized Loss Amounts previously allocated thereto that remain
        unreimbursed, and then to the Holders of the Class of Mezzanine Certificates,
        in
        order of Highest Priority, the principal portion of any Allocated Realized
        Loss
        Amount previously allocated thereto that remain unreimbursed; and

      


      (I) ninth,
        to the
        Holders of the Class CE Certificates any balance remaining.

      



      
        
          
          

        

        
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      (b)
        Subject to Sections
        8.01
        and
8.02
        hereof,
        the Trustee agrees to comply with the terms of the Swap Agreement and to
        enforce
        the terms and provisions thereof against the Swap Counterparty at the written
        direction of the Holders of Class A and Mezzanine Certificates entitled to
        at
        least 51% of the Voting Rights of such Classes of Certificates, or if the
        Trustee does not receive such direction from such Certificateholders, then
        at
        the written direction of the Class CE Certificateholder.

      


      (c)
        The
        Swap Account shall be an Eligible Account. Amounts held in the Swap Account
        from
        time to time shall continue to constitute assets of the Trust Fund, but not
        of
        any REMIC, until released from the Swap Account pursuant to this Section
        4.07.
        The
        Swap Account constitutes an “outside reserve fund” within the meaning of
        Treasury Regulation Section 1.860G-2(h) and is not an asset of any REMIC.
        The
        Class CE Certificateholder shall be the owner of the Swap Account. The Trustee
        shall keep records that accurately reflect the funds on deposit in the Swap
        Account. All funds in the Swap Account shall remain uninvested.

      


      (d)
        The
        Trustee shall treat the holders of each Class of Certificates (other than
        the
        Class CE Certificates and Class R Certificates) as having entered into a
        notional principal contract with the holders of the Class CE Certificates.
        Pursuant to each such notional principal contract, all holders of Certificates
        (other than the Class CE Certificates and Class R Certificates) shall be
        treated
        as having agreed to pay, on each Distribution Date, to the holder of the
        Class
        CE Certificates an aggregate amount equal to the excess, if any, of (i) the
        amount payable on such Distribution Date on the REMIC II Regular Interest
        corresponding to such Class of Certificates over (ii) the amount payable
        on such
        Class of Certificates on such Distribution Date (such excess, a “Class
        IO Distribution Amount”).
        In
        addition, pursuant to such notional principal contract, the holder of the
        Class
        CE Certificates shall be treated as having agreed to pay the related Net
        WAC
        Rate Carryover Amounts to the holders of the Certificates (other than the
        Class
        CE Certificates and Class R Certificates) in accordance with the terms of
        this
        Agreement. Any payments to the Certificates from amounts deemed received
        in
        respect of this notional principal contract shall not be payments with respect
        to a “regular interest” in a REMIC within the meaning of Code Section
        860G(a)(1). However, any payment from the Certificates (other than the Class
        CE
        Certificates and Class R Certificates) of a Class IO Distribution Amount
        shall
        be treated for tax purposes as having been received by the holders of such
        Certificates in respect of the REMIC II Regular Interest corresponding to
        such
        Class of Certificates and as having been paid by such holders to the Swap
        Account pursuant to the notional principal contract. Thus, each Certificate
        (other than the Class CE Certificates and Class R Certificates) shall be
        treated
        as representing not only ownership of regular interests in REMIC II, but
        also
        ownership of an interest in, and obligations with respect to, a notional
        principal contract.

      


      (e)
        On
        the Closing Date, the Trustee shall establish and maintain a Posted Collateral
        Account pursuant to the terms of the Swap Agreement. The Trustee shall deposit
        in the Posted Collateral Account all collateral posted by the Swap Counterparty
        pursuant to Paragraph 13(g)(i) of the credit support annex to the Swap Agreement
        and held by Trustee, on behalf of the Trust, pursuant to the credit support
        annex to the Swap Agreement. Assets deposited into the Posted Collateral
        Account
        (i) shall not be commingled or used with any other asset held by the Trustee
        and
        (ii) shall not be transferred to any other person or entity except as may
        be
        provided in the Swap Agreement. The Posted Collateral Account shall be an
        Eligible Account. All funds in the Posted Collateral Account shall remain
        uninvested. The Posted Collateral Account and any amounts or assets held
        in such
        account shall not be part of any REMIC created hereunder.

      



      
        
          
          

        

        
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      SECTION
        4.08 Tax
        Treatment of Swap Payments and Swap Termination Payments.
        (a) For
        federal income tax purposes, each holder of a Class A Certificate or a Mezzanine
        Certificate is deemed to own an undivided beneficial ownership interest in
        a
        REMIC regular interest and the right to receive payments from the Swap Account
        in respect of the Net WAC Rate Carryover Amount, and the obligation to make
        payments to the Swap Account as provided herein. For federal income tax
        purposes, the Trustee will account for payments to each Class A and Mezzanine
        Certificates as follows: each Class A and Mezzanine Certificate will be treated
        as receiving their entire payment from REMIC II (regardless of any Swap
        Termination Payment or obligation under the Swap Agreement) and subsequently
        paying their portion of any Swap Termination Payment in respect of each such
        Class’ obligation under the Swap Agreement. In the event that any such Class is
        resecuritized in a REMIC, the obligation under the Swap Agreement to pay
        any
        such Swap Termination Payment (or any Net Swap Payment), will be made by
        one or
        more of the REMIC Regular Interests issued by the resecuritization REMIC
        subsequent to such REMIC Regular Interest receiving its full payment from
        any
        such Class A or Mezzanine Certificate. Resecuritization of any Class A or
        Mezzanine Certificate in a REMIC will be permissible only if the Trustee
        hereunder is the trustee in such resecuritization.

      


      (b)
        The
        REMIC regular interest corresponding to a Class A or Mezzanine Certificate
        will
        be entitled to receive interest and principal payments at the times and in
        the
        amounts equal to those made on the certificate to which it corresponds, except
        that (i) the maximum interest rate of that REMIC regular interest will equal
        the
        Net WAC Pass-Through Rate computed for this purpose by limiting the base
        calculation amount of the Swap Agreement to the aggregate principal balance
        of
        the Mortgage Loans and (ii) any Swap Termination Payment will be treated
        as
        being payable solely from Net Monthly Excess Cash Flow. As a result of the
        foregoing, the amount of distributions and taxable income on the REMIC regular
        interest corresponding to a Class A or Mezzanine Certificate may exceed the
        actual amount of distributions on the Class A or Mezzanine
        Certificate.

      


      ARTICLE
        V

      


      THE
        CERTIFICATES

      


      SECTION
        5.01 The
        Certificates.
        (a) The
        Certificates in the aggregate will represent the entire beneficial ownership
        interest in the Mortgage Loans and all other assets included in REMIC
        I.

      


      The
        Certificates will be substantially in the forms annexed hereto as Exhibits
        A-1
        through
A-17.
        The
        Certificates of each Class will be issuable in registered form only, in
        denominations of authorized Percentage Interests as described in the definition
        thereof. Each Certificate will share ratably in all rights of the related
        Class.

      



      
        
          
          

        

        
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      Upon
        original issue, the Certificates shall be executed, authenticated and delivered
        by the Trustee to or upon the written order of the Depositor. The Certificates
        shall be executed by manual or facsimile signature on behalf of the Trustee
        by
        an authorized signatory. Certificates bearing the manual or facsimile signatures
        of individuals who were at any time the proper officers of the Trustee shall
        bind the Trustee notwithstanding that such individuals or any of them have
        ceased to hold such offices prior to the authentication and delivery of such
        Certificates or did not hold such offices at the date of such Certificates.
        No
        Certificate shall be entitled to any benefit under this Agreement or be valid
        for any purpose, unless there appears on such Certificate a certificate of
        authentication substantially in the form provided herein executed by the
        Trustee
        by manual signature, and such certificate of authentication shall be conclusive
        evidence, and the only evidence, that such Certificate has been duly
        authenticated and delivered hereunder. All Certificates shall be dated the
        date
        of their authentication.

      


      (b) The
        Class
        A Certificates and the Mezzanine Certificates shall initially be issued as
        one
        or more Certificates held by the Book-Entry Custodian or, if appointed to
        hold
        such Certificates as provided below, the Depository and registered in the
        name
        of the Depository or its nominee and, except as provided below, registration
        of
        such Certificates may not be transferred by the Trustee except to another
        Depository that agrees to hold such Certificates for the respective Certificate
        Owners with Ownership Interests therein. The Certificate Owners shall hold
        their
        respective Ownership Interests in and to such Certificates through the
        book-entry facilities of the Depository and, except as provided below, shall
        not
        be entitled to definitive, fully registered Certificates (“Definitive
        Certificates”)
        in
        respect of such Ownership Interests. All transfers by Certificate Owners
        of
        their respective Ownership Interests in the Book-Entry Certificates shall
        be
        made in accordance with the procedures established by the Depository Participant
        or brokerage firm representing such Certificate Owner. Each Depository
        Participant shall only transfer the Ownership Interests in the Book-Entry
        Certificates of Certificate Owners it represents or of brokerage firms for
        which
        it acts as agent in accordance with the Depository’s normal procedures. The
        Trustee is hereby initially appointed as the Book-Entry Custodian and hereby
        agrees to act as such in accordance herewith and in accordance with the
        agreement that it has with the Depository authorizing it to act as such.
        The
        Book-Entry Custodian may, and, if it is no longer qualified to act as such,
        the
        Book-Entry Custodian shall, appoint, by a written instrument delivered to
        the
        Depositor, the Servicer, the Trustee and, if the Trustee is not the Book-Entry
        Custodian, the Trustee, any other transfer agent (including the Depository
        or
        any successor Depository) to act as Book-Entry Custodian under such conditions
        as the predecessor Book-Entry Custodian and the Depository or any successor
        Depository may prescribe, provided that the predecessor Book-Entry Custodian
        shall not be relieved of any of its duties or responsibilities by reason
        of any
        such appointment of other than the Depository. If the Trustee resigns or
        is
        removed in accordance with the terms hereof, the successor Trustee or, if
        it so
        elects, the Depository shall immediately succeed to its predecessor’s duties as
        Book-Entry Custodian. The Depositor shall have the right to inspect, and
        to
        obtain copies of, any Certificates held as Book-Entry Certificates by the
        Book-Entry Custodian.

      


      The
        Trustee, the Servicer and the Depositor may for all purposes (including the
        making of payments due on the respective Classes of Book-Entry Certificates)
        deal with the Depository as the authorized representative of the Certificate
        Owners with respect to the respective Classes of Book-Entry Certificates
        for the
        purposes of exercising the rights of Certificateholders hereunder. The rights
        of
        Certificate Owners with respect to the respective Classes of Book-Entry
        Certificates shall be limited to those established by law and agreements
        between
        such Certificate Owners and the Depository Participants and brokerage firms
        representing such Certificate Owners. Multiple requests and directions from,
        and
        votes of, the Depository as Holder of any Class of Book-Entry Certificates
        with
        respect to any particular matter shall not be deemed inconsistent if they
        are
        made with respect to different Certificate Owners. The Trustee may establish
        a
        reasonable record date in connection with solicitations of consents from
        or
        voting by Certificateholders and shall give notice to the Depository of such
        record date.

      



      
        
          
          

        

        
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      If
        (i)(A)
        the Depositor advises the Trustee in writing that the Depository is no longer
        willing or able to properly discharge its responsibilities as Depository,
        and
        (B) the Depositor is unable to locate a qualified successor or (ii) after
        the
        occurrence of a Servicer Event of Default, Certificate Owners representing
        in
        the aggregate not less than 66% of the Ownership Interests of the Book-Entry
        Certificates advise the Trustee through the Depository, in writing, that
        the
        continuation of a book-entry system through the Depository is no longer in
        the
        best interests of the Certificate Owners, the Trustee shall notify all
        Certificate Owners, through the Depository, of the occurrence of any such
        event
        and of the availability of Definitive Certificates to Certificate Owners
        requesting the same. Upon surrender to the Trustee of the Book-Entry
        Certificates by the Book-Entry Custodian or the Depository, as applicable,
        accompanied by registration instructions from the Depository for registration
        of
        transfer, the Trustee shall cause the Definitive Certificates to be issued.
        Such
        Definitive Certificates will be issued in minimum denominations of $25,000,
        except that any beneficial ownership that was represented by a Book-Entry
        Certificate in an amount less than $25,000 immediately prior to the issuance
        of
        a Definitive Certificate shall be issued in a minimum denomination equal
        to the
        amount represented by such Book-Entry Certificate. None of the Depositor,
        the
        Servicer or the Trustee shall be liable for any delay in the delivery of
        such
        instructions and may conclusively rely on, and shall be protected in relying
        on,
        such instructions. Upon the issuance of Definitive Certificates all references
        herein to obligations imposed upon or to be performed by the Depository shall
        be
        deemed to be imposed upon and performed by the Trustee, to the extent applicable
        with respect to such Definitive Certificates, and the Trustee shall recognize
        the Holders of the Definitive Certificates as Certificateholders
        hereunder.

      


      SECTION
        5.02 Registration
        of Transfer and Exchange of Certificates.
        (a) The
        Trustee shall cause to be kept at one of the offices or agencies to be appointed
        by the Trustee in accordance with the provisions of Section
        8.11,
        a
        Certificate Register for the Certificates in which, subject to such reasonable
        regulations as it may prescribe, the Trustee shall provide for the registration
        of Certificates and of transfers and exchanges of Certificates as herein
        provided.

      


      (b) No
        transfer of any Class M-10 Certificate, Class CE Certificate, Class P
        Certificate or Residual Certificate (the “Private
        Certificates”)
        shall
        be made unless that transfer is made pursuant to an effective registration
        statement under the Securities Act of 1933, as amended (the “1933
        Act”),
        and
        effective registration or qualification under applicable state securities
        laws,
        or is made in a transaction that does not require such registration or
        qualification. In the event that such a transfer of a Private Certificate
        is to
        be made without registration or qualification (other than in connection with
        (i)
        the initial transfer of any such Certificate by the Depositor to an Affiliate
        of
        the Depositor, (ii) the transfer of any such Class CE or Class P Certificate
        to
        the issuer under the Indenture or the indenture trustee under the Indenture
        or
        (iii) a transfer of any such Class CE or Class P Certificate from the issuer
        under the Indenture or the indenture trustee under the Indenture to the
        Depositor or an Affiliate of the Depositor), the Trustee shall require receipt
        of: (i) if such transfer is purportedly being made in reliance upon Rule
        144A
        under the 1933 Act, written certifications from the Certificateholder desiring
        to effect the transfer and from such Certificateholder’s prospective transferee,
        substantially in the forms attached hereto as Exhibit
        F-1;
        and
        (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
        transfer may be made without such registration (which Opinion of Counsel
        shall
        not be an expense of the Trust Fund or of the Depositor, the Trustee, the
        Servicer in its capacity as such or any Sub-Servicer), together with copies
        of
        the written certification(s) of the Certificateholder desiring to effect
        the
        transfer and/or such Certificateholder’s prospective transferee upon which such
        Opinion of Counsel is based, if any. None of the Depositor or the Trustee
        is
        obligated to register or qualify any such Certificates under the 1933 Act
        or any
        other securities laws or to take any action not otherwise required under
        this
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. Any Certificateholder desiring to effect the transfer of any
        such
        Certificate shall, and does hereby agree to, indemnify the Trustee, the
        Depositor and the Servicer against any liability that may result if the transfer
        is not so exempt or is not made in accordance with such federal and state
        laws.

      



      
        
          
          

        

        
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      Notwithstanding
        the foregoing, in the event of any such transfer of any Ownership Interest
        in
        any Private Certificate that is a Book-Entry Certificate, except with respect
        to
        the initial transfer of any such Ownership Interest by the Depositor, such
        transfer shall be required to be made in reliance upon Rule 144A under the
        1933
        Act, and the transferee will be deemed to have made each of the transferee
        representations and warranties set forth Exhibit
        F-1
        hereto
        in respect of such interest as if it was evidenced by a Definitive Certificate.
        The Certificate Owner of any such Ownership Interest in any such Book-Entry
        Certificate desiring to effect such transfer shall, and does hereby agree
        to,
        indemnify the Trustee and the Depositor against any liability that may result
        if
        the transfer is not so exempt or is not made in accordance with such federal
        and
        state laws.

      


      Notwithstanding
        the foregoing, no certification or Opinion of Counsel described in this
Section
        5.02(b)
        will be
        required in connection with the transfer, on the Closing Date, of any Class
        R
        Certificate by the Depositor to an “accredited investor” within the meaning of
        Rule 501(d) of the 1933 Act.

      


      (c) (i) No
        purchase or transfer of the Class CE Certificates, the Class P Certificates
        or
        the Residual Certificates or any interest therein shall be made to any Plan,
        any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring such Certificates with “plan assets” (within the meaning of the
        Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101, as
        modified by Section 3(42) of ERISA (“Plan
        Assets”))
        of a
        Plan, as certified by such beneficial owner in the form of Exhibit
        G,
        unless
        the beneficial owner provides
        the Trustee with an Opinion of Counsel acceptable to and in form and substance
        satisfactory to the Depositor, the Trustee and the Servicer to the effect
        that
        the purchase and holding of such Certificates is permissible under applicable
        law, will not constitute or result in any non-exempt prohibited transaction
        under Section 406 of ERISA or Section 4975 of the Code (or comparable provisions
        of any subsequent enactments) and will not subject the Depositor, the Servicer,
        the Trustee or the Trust Fund to any obligation or liability (including
        obligations or liabilities under ERISA or Section 4975 of the Code) in addition
        to those undertaken in this Agreement, which Opinion of Counsel shall not
        be an
        expense of the Depositor, the Servicer, the Trustee or the Trust
        Fund.

      



      
        
          
          

        

        
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      (ii) Until
        the
        Swap Agreement terminates in January 2011, the Class A-3 Certificates, the
        Class
        A-4 Certificates, the Class A-5 Certificates, the Class M-1 Certificates,
        the
        Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
        the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7
        Certificates, the Class M-8 Certificates, the Class M-9 Certificates and
        the
        Class M-10 Certificates or any interest therein may not be purchased by or
        transferred to a Plan, any Person acting, directly or indirectly, on behalf
        of
        any such Plan or any Person acquiring such Certificates with Plan Assets.
        Each
        beneficial owner of such Certificates or any interest therein shall be deemed
        to
        have represented, by virtue of its acquisition or holding of such Certificates
        or any interest therein, that it is not a Plan, any Person acting, directly
        or
        indirectly, on behalf of any such Plan or any Person acquiring such Certificates
        with Plan Assets. After the termination of the Swap Agreement in January
        2011,
        each beneficial owner of the Class A-3 Certificates, the Class A-4 Certificates,
        the Class A-5 Certificates, the Class M-1 Certificates, the Class M-2
        Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the
        Class
        M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates,
        the
        Class M-8 Certificates, the Class M-9 Certificates or the Class M-10
        Certificates or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of such Certificates or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring such Certificates
        with Plan Assets, (B) it has acquired and is holding such Certificates in
        reliance on the Underwriters’ Exemption, and that it understands that there are
        certain conditions to the availability of the Underwriters’ Exemption, including
        that such Certificates must be rated, at the time of purchase, not lower
        than
“BBB-” (or its equivalent) by Fitch, S&P or Moody’s and such Certificates
        are so rated, that it is an accredited investor as defined in Rule 501(a)(1)
        of
        Regulation D of the Securities Act of 1933, as amended, and that it will
        obtain
        a representation from any transferee that such transferee is an accredited
        investor, or (C) (1) it is an insurance company, (2) the source of funds
        used to
        acquire or hold such Certificates or any interest therein is an “insurance
        company general account,” as such term is defined in Prohibited Transaction
        Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections I and
        III of
        PTCE 95-60 have been satisfied.

      


      (iii) Until
        the
        swap agreement terminates in January 2011, the Class A-1 Certificates and
        the
        Class A-2 Certificates or any interest therein may not be purchased by or
        transferred to a Plan, any Person acting, directly or indirectly, on behalf
        of
        any such Plan or any Person acquiring such Certificates with Plan Assets
        unless
        the beneficial owner of such Certificates or any interest therein represents
        that its acquisition and holding of such Certificates or any interest therein
        is
        eligible for exemptive relief under one or more of the following exemptions:
        Prohibited Transaction Class Exemption (“PTCE”)
        96-23
        (for transactions effected by “in-house asset managers”; PTCE 95-60 (for
        transactions by insurance company general accounts); PTCE 91-38, (for
        transactions by bank collective investment funds); PTCE 90-1 (for transactions
        by insurance company pooled separate accounts); PTCE 84-14 (for transactions
        effected by “qualified professional asset managers”) (collectively, the
“Investor Exemptions”) and Section 408(b)(17) of ERISA (for transactions between
        a Plan and a person or an entity that is a party in interest to such Plan
        (other
        than a party in interest that is a fiduciary, or its affiliate, that has
        or
        exercises discretionary authority or control or renders investment advice
        with
        respect to the assets of the Plan involved in the transaction) solely by
        reason
        of providing services to the Plan, but only if the Plan pays no more, or
        receives no less, than adequate consideration) (the “Service Provider
        Exemption”). After the termination of the Swap Agreement in January 2011, each
        beneficial owner of the Class A-1 Certificates or the Class A-2 Certificates
        or
        any interest therein shall be deemed to have represented, by virtue of its
        acquisition or holding of such Certificates or any interest therein, that
        either
        (A) it is not a Plan, any Person acting, directly or indirectly, on behalf
        of
        any such Plan or any Person acquiring such Certificates with Plan Assets,
        (B) it
        has acquired and is holding such Certificates in reliance on the Underwriters’
Exemption, and that it understands that there are certain conditions to the
        availability of the Underwriters’ Exemption, including that such Certificates
        must be rated, at the time of purchase, not lower than “BBB-” (or its
        equivalent) by Fitch, S&P or Moody’s and such Certificates are so rated,
        that it is an accredited investor as defined in Rule 501(a)(1) of Regulation
        D
        of the Securities Act of 1933, as amended, and that it will obtain a
        representation from any transferee that such transferee is an accredited
        investor, or (C) it has acquired and is holding such Certificates in reliance
        on
        the Service Provider Exemption or one or more of the Investor Exemptions
        and it
        understands that there are certain conditions to the availability of the
        Service
        Provider Exemption and the Investor Exemptions.

      



      
        
          
          

        

        
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      (iv) Neither
        a
        certification nor an Opinion of Counsel shall be required in connection with
        (A)
        the initial transfer of any such Certificate by the Depositor to an Affiliate
        of
        the Depositor, (B) the transfer of any such Certificate to the issuer under
        the
        Indenture or the indenture trustee under the Indenture or (C) a transfer
        of any
        such Certificate from the issuer under the Indenture or the indenture trustee
        under the Indenture to the Depositor or an Affiliate of the Depositor (in
        which
        case such transferee shall be deemed to have represented that it is not
        purchasing with Plan Assets) and the Trustee shall be entitled to conclusively
        rely upon a representation (which, upon the request of the Trustee, shall
        be a
        written representation) from the Depositor of the status of such transferee
        as
        an affiliate of the Depositor.

      


      (v) If
        any
        Certificate or any interest therein is acquired or held in violation of the
        provisions of this Section 5.02(c), the next preceding permitted beneficial
        owner will be treated as the beneficial owner of that Certificate retroactive
        to
        the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any such Certificate
        or any interest therein was effected in violation of the provisions of this
        Section 5.02(c) shall indemnify and hold harmless the Depositor, the Servicer,
        the Trustee and the Trust Fund from and against any and all liabilities,
        claims,
        costs or expenses incurred by those parties as a result of that acquisition
        or
        holding.

      


      (d) (i)
        Each
        Person who has or who acquires any Ownership Interest in a Residual Certificate
        shall be deemed by the acceptance or acquisition of such Ownership Interest
        to
        have agreed to be bound by the following provisions and to have irrevocably
        authorized the Trustee or its designee under clause
        (iii)(A)
        below to
        deliver payments to a Person other than such Person and to negotiate the
        terms
        of any mandatory sale under clause
        (iii)(B)
        below
        and to execute all instruments of Transfer and to do all other things necessary
        in connection with any such sale. The rights of each Person acquiring any
        Ownership Interest in a Residual Certificate are expressly subject to the
        following provisions:

      



      
        
          
          

        

        
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      (A) Each
        Person holding or acquiring any Ownership Interest in a Residual Certificate
        shall be a Permitted Transferee and shall promptly notify the Trustee of
        any
        change or impending change in its status as a Permitted Transferee.

      


      (B) In
        connection with any proposed Transfer of any Ownership Interest in a Residual
        Certificate, the Trustee shall require delivery to it, and shall not register
        the Transfer of any Residual Certificate until its receipt of, an affidavit
        and
        agreement (a “Transfer
        Affidavit and Agreement,”
in
        the
        form attached hereto as Exhibit
        F-2)
        from
        the proposed Transferee, in form and substance satisfactory to the Trustee,
        representing and warranting, among other things, that such Transferee is
        a
        Permitted Transferee, that it is not acquiring its Ownership Interest in
        the
        Residual Certificate that is the subject of the proposed Transfer as a nominee,
        trustee or agent for any Person that is not a Permitted Transferee, that
        for so
        long as it retains its Ownership Interest in a Residual Certificate, it will
        endeavor to remain a Permitted Transferee, and that it has reviewed the
        provisions of this Section
        5.02(e)
        and
        agrees to be bound by them.

      


      (C) Notwithstanding
        the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
        under clause
        (B)
        above,
        if a Responsible Officer of the Trustee who is assigned to this transaction
        has
        actual knowledge that the proposed Transferee is not a Permitted Transferee,
        no
        Transfer of an Ownership Interest in a Residual Certificate to such proposed
        Transferee shall be effected.

      


      (D) Each
        Person holding or acquiring any Ownership Interest in a Residual Certificate
        shall agree (x) to require a Transfer Affidavit and Agreement in the form
        attached hereto as Exhibit
        F-2
        from any
        other Person to whom such Person attempts to transfer its Ownership Interest
        in
        a Residual Certificate and (y) not to transfer its Ownership Interest unless
        it
        provides a Transferor Affidavit (in the form attached hereto as Exhibit
        F-2)
        to the
        Trustee stating that, among other things, it has no actual knowledge that
        such
        other Person is not a Permitted Transferee.

      


      (E) Each
        Person holding or acquiring an Ownership Interest in a Residual Certificate,
        by
        purchasing an Ownership Interest in such Certificate, agrees to give the
        Trustee
        written notice that it is a “pass-through interest holder” within the meaning of
        temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon
        acquiring an Ownership Interest in a Residual Certificate, if it is, or is
        holding an Ownership Interest in a Residual Certificate on behalf of, a
“pass-through interest holder.”

      


      (ii) The
        Trustee will register the Transfer of any Residual Certificate only if it
        shall
        have received the Transfer Affidavit and Agreement and all of such other
        documents as shall have been reasonably required by the Trustee as a condition
        to such registration. In addition, no Transfer of a Residual Certificate
        shall
        be made unless the Trustee shall have received a representation letter from
        the
        Transferee of such Certificate to the effect that such Transferee is a Permitted
        Transferee.

      



      
        
          
          

        

        
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      (iii) (A) If
        any
        purported Transferee shall become a Holder of a Residual Certificate in
        violation of the provisions of this Section
        5.02(e),
        then
        the last preceding Permitted Transferee shall be restored, to the extent
        permitted by law, to all rights as holder thereof retroactive to the date
        of
        registration of such Transfer of such Residual Certificate. The Trustee shall
        be
        under no liability to any Person for any registration of Transfer of a Residual
        Certificate that is in fact not permitted by this Section
        5.02(e)
        or for
        making any payments due on such Certificate to the holder thereof or for
        taking
        any other action with respect to such holder under the provisions of this
        Agreement.

      


      (B) If
        any
        purported Transferee shall become a holder of a Residual Certificate in
        violation of the restrictions in this Section
        5.02(e)
        and to
        the extent that the retroactive restoration of the rights of the holder of
        such
        Residual Certificate as described in clause
        (iii)(A)
        above
        shall be invalid, illegal or unenforceable, then the Trustee shall have the
        right, but not the obligation, without notice to the holder or any prior
        holder
        of such Residual Certificate, to sell such Residual Certificate to a purchaser
        selected by the Trustee on such terms as the Trustee may choose. Such purported
        Transferee shall promptly endorse and deliver each Residual Certificate in
        accordance with the instructions of the Trustee. Such purchaser may be the
        Trustee itself or any Affiliate of the Trustee. The proceeds of such sale,
        net
        of the commissions (which may include commissions payable to the Trustee
        or its
        Affiliates), expenses and taxes due, if any, will be remitted by the Trustee
        to
        such purported Transferee. The terms and conditions of any sale under this
        clause
        (iii)(B)
        shall be
        determined in the sole discretion of the Trustee, and the Trustee shall not
        be
        liable to any Person having an Ownership Interest in a Residual Certificate
        as a
        result of its exercise of such discretion.

      


      (iv) The
        Trustee shall make available to the Internal Revenue Service and those Persons
        specified by the REMIC Provisions all information necessary to compute any
        tax
        imposed (A) as a result of the Transfer of an Ownership Interest in a Residual
        Certificate to any Person who is a Disqualified Organization, including the
        information described in Treasury regulations sections 1.860D-1(b)(5) and
        1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual
        Certificate and (B) as a result of any regulated investment company, real
        estate
        investment trust, common trust fund, partnership, trust estate or organization
        described in Section 1381 of the Code that holds an Ownership Interest in
        a
        Residual Certificate having as among its record holders at any time any Person
        which is a Disqualified Organization. Reasonable compensation for providing
        such
        information may be accepted by the Trustee.

      


      (v) The
        provisions of this Section
        5.02(e)
        set
        forth prior to this subsection
        (v)
        may be
        modified, added to or eliminated, provided that there shall have been delivered
        to the Trustee at the expense of the party seeking to modify, add to or
        eliminate any such provision the following:

      


      (A) written
        notification from each Rating Agency to the effect that the modification,
        addition to or elimination of such provisions will not cause such Rating
        Agency
        to downgrade its then-current ratings of any Class of Certificates;
        and

      



      
        
          
          

        

        
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      (B) an
        Opinion of Counsel, in form and substance satisfactory to the Trustee, to
        the
        effect that such modification of, addition to or elimination of such provisions
        will not cause any Trust REMIC to cease to qualify as a REMIC and will not
        cause
        any Trust REMIC to be subject to an entity-level tax caused by the Transfer
        of
        any Residual Certificate to a Person that is not a Permitted Transferee or
        a
        Person other than the prospective transferee to be subject to a REMIC-tax
        caused
        by the Transfer of a Residual Certificate to a Person that is not a Permitted
        Transferee.

      


      (e) Subject
        to the preceding subsections, upon surrender for registration of transfer
        of any
        Certificate at any office or agency of the Trustee maintained for such purpose
        pursuant to Section
        8.12,
        the
        Trustee shall execute, authenticate and deliver, in the name of the designated
        Transferee or Transferees, one or more new Certificates of the same Class
        of a
        like aggregate Percentage Interest.

      


      (f) At
        the
        option of the Holder thereof, any Certificate may be exchanged for other
        Certificates of the same Class with authorized denominations and a like
        aggregate Percentage Interest, upon surrender of such Certificate to be
        exchanged at any office or agency of the Trustee maintained for such purpose
        pursuant to Section
        8.12.
        Whenever any Certificates are so surrendered for exchange, the Trustee shall
        execute, authenticate and deliver, the Certificates which the Certificateholder
        making the exchange is entitled to receive. Every Certificate presented or
        surrendered for transfer or exchange shall (if so required by the Trustee)
        be
        duly endorsed by, or be accompanied by a written instrument of transfer in
        the
        form satisfactory to the Trustee duly executed by, the Holder thereof or
        his
        attorney duly authorized in writing. In addition, with respect to each Class
        R
        Certificate, the Holder thereof may exchange, in the manner described above,
        such Class R Certificate for two separate Certificates, each representing
        such
        Holder’s respective Percentage Interest in the Class R-I Interest and the Class
        R-II Interest, respectively, in each case that was evidenced by the Class
        R
        Certificate being exchanged.

      


      (g) No
        service charge to the Certificateholders shall be made for any transfer or
        exchange of Certificates, but the Trustee may require payment of a sum
        sufficient to cover any tax or governmental charge that may be imposed in
        connection with any transfer or exchange of Certificates.

      


      (h) All
        Certificates surrendered for transfer and exchange shall be canceled and
        destroyed by the Trustee in accordance with its customary
        procedures.

      


      SECTION
        5.03 Mutilated,
        Destroyed, Lost or Stolen Certificates.
        If (i)
        any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
        evidence to its satisfaction of the destruction, loss or theft of any
        Certificate, and (ii) there is delivered to the Trustee such security or
        indemnity as may be required by it to save it harmless, then, in the absence
        of
        actual knowledge by the Trustee that such Certificate has been acquired by
        a
        bona fide purchaser, the Trustee shall execute, authenticate and deliver
        in
        exchange for or in lieu of any such mutilated, destroyed, lost or stolen
        Certificate, a new Certificate of the same Class and of like denomination
        and
        Percentage Interest but bearing a number not contemporaneously outstanding.
        Upon
        the issuance of any new Certificate under this Section, the Trustee may require
        the payment of a sum sufficient to cover any tax or other governmental charge
        that may be imposed in relation thereto and any other expenses (including
        the
        fees and expenses of the Trustee) connected therewith. Any replacement
        Certificate issued pursuant to this Section shall constitute complete and
        indefeasible evidence of ownership in the applicable REMIC created hereunder,
        as
        if originally issued, whether or not the lost, stolen or destroyed Certificate
        shall be found at any time.

      



      
        
          
          

        

        
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      SECTION
        5.04 Persons
        Deemed Owners.
        Prior
        to due presentation of a Certificate for registration of transfer, the
        Depositor, the Servicer, the Trustee and any agent of any of them may treat
        the
        Person in whose name any Certificate is registered as the owner of such
        Certificate for the purpose of receiving distributions pursuant to Section
        4.01
        and for
        all other purposes whatsoever, and none of the Depositor, the Servicer, the
        Trustee or any agent of any of them shall be affected by notice to the
        contrary.

      


      SECTION
        5.05 Certain
        Available Information.
        On or
        prior to the date of the first sale of any Private Certificate to an Independent
        third party, the Depositor shall provide to the Trustee a copy of any private
        placement memorandum or other disclosure document used by the Depositor in
        connection with the offer and sale of such Certificates. In addition, if
        any
        such private placement memorandum or disclosure document is revised, amended
        or
        supplemented at any time following the delivery thereof to the Trustee, the
        Depositor promptly shall inform the Trustee of such event and shall deliver
        to
        the Trustee a copy of the private placement memorandum or disclosure document,
        as revised, amended or supplemented. The Trustee shall maintain at its Corporate
        Trust Office and shall make available free of charge during normal business
        hours for review by any Holder of a Certificate, a Certificate Owner or any
        Person identified to the Trustee as a prospective transferee of a Certificate,
        originals or copies of the following items: (i) in the case of a Holder,
        a
        Certificate Owner or prospective transferee of a Private Certificate, the
        related private placement memorandum or other disclosure document relating
        to
        such Class of Certificates, in the form most recently provided to the Trustee;
        and (ii) in all cases, (A) this Agreement and any amendments hereof entered
        into pursuant to Section 12.01,
        (B) all
        monthly statements required to be delivered to Certificateholders of the
        relevant Class pursuant to Section
        4.02
        since
        the Closing Date, and all other notices, reports, statements and written
        communications delivered to the Certificateholders of the relevant Class
        pursuant to this Agreement since the Closing Date, (C) all certifications
        delivered by a Responsible Officer of the Trustee since the Closing Date
        pursuant to Section
        10.01(h),
        (D) any
        and all Officers’ Certificates delivered to the Trustee by the Servicer since
        the Closing Date to evidence the Servicer’s determination that any Advance or
        Servicing Advance was, or if made, would be a Nonrecoverable Advance or
        Nonrecoverable Servicing Advance, respectively, and (E) any and all Officers’
Certificates delivered to the Trustee by the Servicer since the Closing Date
        pursuant to Section
        4.04(a).
        Copies
        and mailing of any and all of the foregoing items will be available from
        the
        Trustee upon request at the expense of the Person requesting the
        same.

      


      ARTICLE
        VI

      


      THE
        DEPOSITOR AND THE SERVICER

      


      SECTION
        6.01 Respective
        Liabilities of the Depositor and the Servicer.
        The
        Depositor and the Servicer each shall be liable in accordance herewith only
        to
        the extent of the obligations specifically imposed by this Agreement upon
        them
        in their respective capacities as Depositor and Servicer and undertaken
        hereunder by the Depositor and the Servicer herein.

      



      
        
          
          

        

        
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      SECTION
        6.02 Merger
        or Consolidation of the Depositor or the Servicer.
        Subject
        to the following paragraph, the Depositor will keep in full effect its
        existence, rights and franchises as a corporation under the laws of the
        jurisdiction of its incorporation. Subject to the following paragraph, the
        Servicer will keep in full effect its existence, rights and franchises as
        a
        corporation under the laws of the jurisdiction of its incorporation. The
        Depositor and the Servicer each will obtain and preserve its qualification
        to do
        business as a foreign corporation in each jurisdiction in which such
        qualification is or shall be necessary to protect the validity and
        enforceability of this Agreement, the Certificates or any of the Mortgage
        Loans
        and to perform its respective duties under this Agreement.

      


      The
        Depositor or the Servicer may be merged or consolidated with or into any
        Person,
        or transfer all or substantially all of its assets to any Person, in which
        case
        any Person resulting from any merger or consolidation to which the Depositor
        or
        the Servicer shall be a party, or any Person succeeding to the business of
        the
        Depositor or the Servicer, shall be the successor of the Depositor or the
        Servicer, as the case may be, hereunder, without the execution or filing
        of any
        paper or any further act on the part of any of the parties hereto, anything
        herein to the contrary notwithstanding; provided,
        however,
        that
        the successor or surviving Person to the Servicer shall be qualified to service
        mortgage loans on behalf of Fannie Mae or Freddie Mac; and provided further
        that
        the Rating Agencies’ ratings of the Class A Certificates and the Mezzanine
        Certificates in effect immediately prior to such merger or consolidation
        will
        not be qualified, reduced or withdrawn as a result thereof (as evidenced
        by a
        letter to such effect from the Rating Agencies).

      


      SECTION
        6.03 Limitation
        on Liability of the Depositor, the Servicer and Others.
        (a)
        None of the Depositor, the Servicer or any of the directors, officers, employees
        or agents of the Depositor or the Servicer shall be under any liability to
        the
        Trustee, Trust Fund or the Certificateholders for any action taken or for
        refraining from the taking of any action in good faith pursuant to this
        Agreement, or for errors in judgment; provided,
        however,
        that
        this provision shall not protect the Depositor, the Servicer or any such
        person
        against any breach of warranties, representations or covenants made herein,
        or
        against any specific liability imposed on the Servicer pursuant hereto, or
        against any liability which would otherwise be imposed by reason of willful
        misfeasance, bad faith or negligence in the performance of duties or by reason
        of reckless disregard of obligations and duties hereunder. The Depositor,
        the
        Servicer and any director, officer, employee or agent of the Depositor or
        the
        Servicer may rely in good faith on any document of any kind which, prima
        facie,
        is properly executed and submitted by any Person respecting any matters arising
        hereunder. The Depositor, the Servicer and any director, officer, employee
        or
        agent of the Depositor or the Servicer shall be indemnified by the Trust
        Fund
        and held harmless against any loss, liability or expense (including reasonable
        legal fees and disbursements of counsel) incurred on their part that may
        be
        sustained in connection with, arising out of, or related to, any claim or
        legal
        action (including any pending or threatened claim or legal action) relating
        to
        this Agreement or the Certificates, other than any loss, liability or expense
        relating to any specific Mortgage Loan or Mortgage Loans (except as any such
        loss, liability or expense shall be otherwise reimbursable pursuant to this
        Agreement) or any loss, liability or expense incurred by reason of willful
        misfeasance, bad faith or negligence in the performance of duties hereunder
        or
        by reason of reckless disregard of obligations and duties hereunder. Neither the
        Depositor nor the Servicer shall be under any obligation to appear in, prosecute
        or defend any legal action that is not incidental to its duties under this
        Agreement and that in its opinion may involve it in any expense or liability;
        provided,
        however,
        that
        the Depositor or the Servicer may in its discretion undertake any such action
        which it may deem necessary or desirable with respect to this Agreement and
        the
        rights and duties of the parties hereto and the interests of the
        Certificateholders hereunder. In such event, the legal expenses and costs
        of
        such action and any liability resulting therefrom shall be expenses, costs
        and
        liabilities of the Trust Fund, and the Depositor or the Servicer shall be
        entitled to be reimbursed therefor from the Custodial Account as and to the
        extent provided in Section
        3.11,
        any
        such right of reimbursement being prior to the rights of the Certificateholders
        to receive any amount in the Custodial Account. Nothing in this Subsection
        6.03(a)
        shall
        affect the Servicer’s obligation to supervise, or to take such actions as are
        necessary to ensure, the servicing and administration of the Mortgage Loans
        pursuant to Subsection
        3.01(a).

      



      
        
          
          

        

        
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      (b) In
        taking
        or recommending any course of action pursuant to this Agreement, unless
        specifically required to do so pursuant to this Agreement, the Servicer shall
        not be required to investigate or make recommendations concerning potential
        liabilities which the Trust might incur as a result of such course of action
        by
        reason of the condition of the Mortgaged Properties but shall give notice
        to the
        Trustee if it has notice of such potential liabilities.

      


      SECTION
        6.04 Limitation
        on Resignation of the Servicer.
        (a) The
        Servicer shall not resign from the obligations and duties hereby imposed
        on it
        except upon determination that its duties hereunder are no longer permissible
        under applicable law or as provided in Section
        6.04(c).
        Any
        such determination pursuant to the preceding sentence permitting the resignation
        of the Servicer shall be evidenced by an Opinion of Counsel to such effect
        obtained at the expense of the Servicer and delivered to the Trustee. No
        resignation of the Servicer shall become effective until the Trustee or a
        successor servicer shall have assumed the Servicer’s responsibilities, duties,
        liabilities (other than those liabilities arising prior to the appointment
        of
        such successor) and obligations under this Agreement.

      


      (b) Except
        as
        expressly provided herein, the Servicer shall not assign or transfer any
        of its
        rights, benefits or privileges hereunder to any other Person, or delegate
        to or
        subcontract with, or authorize or appoint any other Person to perform any
        of the
        duties, covenants or obligations to be performed by the Servicer hereunder.
        The
        foregoing prohibition on assignment shall not prohibit the Servicer from
        designating a Sub-Servicer as payee of any indemnification amount payable
        to the
        Servicer hereunder; provided,
        however,
        that as
        provided in Section
        3.06
        hereof,
        no Sub-Servicer shall be a third-party beneficiary hereunder and the parties
        hereto shall not be required to recognize any Sub-Servicer as an indemnitee
        under this Agreement.

      


      SECTION
        6.05 Rights
        of the Depositor in Respect of the Servicer.
        The
        Servicer shall afford (and any Sub-Servicing Agreement shall provide that
        each
        Sub-Servicer shall afford) the Depositor and the Trustee, upon reasonable
        notice, during normal business hours, access to all records maintained by
        the
        Servicer (and any such Sub-Servicer) in respect of the Servicer’s rights and
        obligations hereunder and access to officers of the Servicer (and those of
        any
        such Sub-Servicer) responsible for such obligations. Upon request, the Servicer
        shall furnish to the Depositor and the Trustee its (and any such Sub-Servicer’s)
        most recent financial statements and such other information relating to the
        Servicer’s capacity to perform its obligations under this Agreement as it
        possesses (and that any such Sub-Servicer possesses). To the extent such
        information is not otherwise available to the public, the Depositor and the
        Trustee shall not disseminate any information obtained pursuant to the preceding
        two sentences without the Servicer’s written consent, except as required
        pursuant to this Agreement or to the extent that it is appropriate to do
        so (i)
        in working with legal counsel, auditors, taxing authorities or other
        governmental agencies, (ii) pursuant to any law, rule, regulation, order,
        judgment, writ, injunction or decree of any court or governmental authority
        having jurisdiction over the Depositor and the Trustee or the Trust Fund,
        and in
        any case, the Depositor or the Trustee, (iii) in disclosure of any and all
        information that is or becomes publicly known, or information obtained by
        the
        Trustee from sources other than the Depositor or the Servicer, (iv) disclosure
        as required pursuant to this Agreement or (v) in disclosure of any and all
        information(A) in any preliminary or final offering circular, registration
        statement or contract or other document pertaining to the transactions
        contemplated by the Agreement approved in advance by the Depositor or the
        Servicer or (B) to any affiliate, independent or internal auditor, agent,
        employee or attorney of the Trustee having a need to know the same, provided
        that the Trustee advises such recipient of the confidential nature of the
        information being disclosed, and uses its best efforts to assure the
        confidentiality of any such disseminated non-public information. The Depositor
        may, but is not obligated to, enforce the obligations of the Servicer under
        this
        Agreement and may, but is not obligated to, perform, or cause a designee
        to
        perform, any defaulted obligation of the Servicer under this Agreement or
        exercise the rights of the Servicer under this Agreement; provided that the
        Servicer shall not be relieved of any of its obligations under this Agreement
        by
        virtue of such performance by the Depositor or its designee. The Depositor
        shall
        not have any responsibility or liability for any action or failure to act
        by the
        Servicer and is not obligated to supervise the performance of the Servicer
        under
        this Agreement or otherwise.

      



      
        
          
          

        

        
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      ARTICLE
        VII

      


      DEFAULT

      


      SECTION
        7.01 Servicer
        Events of Default.
        (a)
“Servicer
        Event of Default,”
        wherever used herein, means any one of the following events:

      


      (i) any
        failure by the Servicer to remit to the Trustee for distribution to the
        Certificateholders any payment (other than an Advance required to be made
        from
        its own funds on any Servicer Remittance Date pursuant to Section
        4.03
        or an
        amount required to be delivered on any servicer Remittance Date pursuant
        to
Section
        3.10(b)(i))
        required to be made under the terms of the Certificates and this Agreement
        which
        continues unremedied for a period of 5 Business Days after the date upon
        which
        written notice of such failure, requiring the same to be remedied, shall
        have
        been given to the Servicer by the Depositor or the Trustee (in which case
        notice
        shall be provided by telecopy), or to the Servicer, the Depositor and the
        Trustee by the Holders of Certificates entitled to at least 25% of the Voting
        Rights; or

      



      
        
          
          

        

        
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      (ii) any
        failure on the part of the Servicer duly to observe or perform in any material
        respect any other of the covenants or agreements on the part of the Servicer
        contained in this Agreement, or the breach by the Servicer of any representation
        and warranty contained in Section
        2.05,
        which
        continues unremedied for a period of 30 days (or if such failure or breach
        cannot be remedied within 30 days, then such remedy shall have been commenced
        within 30 days and diligently pursued thereafter; provided,
        however,
        that in
        no event shall such failure or breach be allowed to exist for a period of
        greater than 90 days) or 15 days in the case of a failure to pay the premium
        for
        any insurance policy required to be maintained under this Agreement after
        the
        earlier of (i) the date on which written notice of such failure, requiring
        the same to be remedied, shall have been given to the Servicer by the Depositor
        or the Trustee, or to the Servicer, the Depositor and the Trustee by the
        Holders
        of Certificates entitled to at least 25% of the Voting Rights and
        (ii) actual knowledge of such failure by a Servicing Officer;
        or

      


      (iii) a
        decree
        or order of a court or agency or supervisory authority having jurisdiction
        in
        the premises in an involuntary case under any present or future federal or
        state
        bankruptcy, insolvency or similar law or the appointment of a conservator
        or
        receiver or liquidator in any insolvency, readjustment of debt, marshalling
        of
        assets and liabilities or similar proceeding, or for the winding-up or
        liquidation of its affairs, shall have been entered against the Servicer
        and
        such decree or order shall have remained in force undischarged or unstayed
        for a
        period of 90 days; or

      


      (iv) the
        Servicer shall consent to the appointment of a conservator or receiver or
        liquidator in any insolvency, readjustment of debt, marshalling of assets
        and
        liabilities or similar proceedings of or relating to it or of or relating
        to all
        or substantially all of its property; or

      


      (v) the
        Servicer shall admit in writing its inability to pay its debts generally
        as they
        become due, file a petition to take advantage of any applicable insolvency
        or
        reorganization statute, make an assignment for the benefit of its creditors,
        or
        voluntarily suspend payment of its obligations; or

      


      (vi) any
        failure by the Servicer of the Servicer Termination Test; or

      


      (vii) any
        failure of the Servicer to (a) make any Advance on any Servicer Remittance
        Date
        required to be made from its own funds pursuant to Section
        4.03
        which
        continues unremedied until 12:00 p.m. New York time on the Business Day
        immediately following the Servicer Remittance Date or (b) to deliver an amount
        required to be delivered on any Servicer Remittance Date pursuant to
Section
        3.10(b)(i) which
        continues unremedied until 12:00 p.m. New York time on the Business Day
        immediately following the Servicer Remittance Date.

      



      
        
          
          

        

        
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      If
        a
        Servicer Event of Default described in clauses
        (i)
        through
(vi)
        of this
        Section shall occur, then, and in each and every such case, so long as such
        Servicer Event of Default shall not have been remedied, the Trustee may,
        and at
        the written direction of the Holders of Certificates entitled to at least
        66% of
        Voting Rights, the Trustee shall, by notice in writing to the Servicer and
        to
        the Depositor, terminate all of the rights and obligations of the Servicer
        in
        its capacity as Servicer under this Agreement, to the extent permitted by
        law,
        in and to the Mortgage Loans and the proceeds thereof. If a Servicer Event
        of
        Default described in clause
        (vii)
        hereof
        shall occur, the Trustee shall, by notice in writing to the Servicer, terminate
        all of the rights and obligations of the Servicer in its capacity as Servicer
        under this Agreement in and to the Mortgage Loans and the proceeds thereof
        and
        the Trustee as successor Servicer, or another successor servicer appointed
        in
        accordance with Section
        7.02,
        shall
        immediately make such Advance. On or after the receipt by the Servicer of
        such
        written notice, all authority and power of the Servicer under this Agreement,
        whether with respect to the Certificates (other than as a Holder of any
        Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested
        in
        the Trustee pursuant to and under this Section, and, without limitation,
        the
        Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise,
        to
        execute and deliver, on behalf of and at the expense of the Servicer, any
        and
        all documents and other instruments and to do or accomplish all other acts
        or
        things necessary or appropriate to effect the purposes of such notice of
        termination, whether to complete the transfer and endorsement or assignment
        of
        the Mortgage Loans and related documents, or otherwise, provided,
        however,
        the
        parties acknowledge that notwithstanding the preceding sentence there may
        be a
        transition period, not to exceed 90 days, in order to effect the transfer
        of the
        Servicing obligations to the Trustee or other successor servicer. The Servicer
        agrees promptly (and in any event no later than ten Business Days subsequent
        to
        such notice) to provide the Trustee with all documents and records requested
        by
        it to enable it to assume the Servicer’s functions under this Agreement, and to
        cooperate with the Trustee in effecting the termination of the Servicer’s
        responsibilities and rights under this Agreement, including, without limitation,
        the transfer within one Business Day to the Trustee for administration by
        it of
        all cash amounts which at the time shall be or should have been credited
        by the
        Servicer to the Custodial Account held by or on behalf of the Servicer, the
        Certificate Account or any REO Account or Servicing Account held by or on
        behalf
        of the Servicer or thereafter be received with respect to the Mortgage Loans
        or
        any REO Property serviced by the Servicer (provided,
        however,
        that
        the Servicer shall continue to be entitled to receive all amounts accrued
        or
        owing to it under this Agreement on or prior to the date of such termination,
        whether in respect of Advances, Servicing Advances or otherwise, and shall
        continue to be entitled to the benefits of Section
        6.03,
        notwithstanding any such termination, with respect to events occurring prior
        to
        such termination). For purposes of this Section
        7.01,
        the
        Trustee shall not be deemed to have knowledge of a Servicer Event of Default
        unless a Responsible Officer of the Trustee assigned to and working in the
        Trustee’s Corporate Trust Office has actual knowledge thereof or unless written
        notice of any event which is in fact such a Servicer Event of Default is
        received by the Trustee and such notice references the Certificates, the
        Trust
        Fund or this Agreement.

      


      SECTION
        7.02 Trustee
        to Act; Appointment of Successor.
        (a) (1)
        On and after the time the Servicer receives a notice of termination in
        accordance with Section
        13.05
        hereof,
        the Trustee, or such other person appointed by the Trustee pursuant to this
        paragraph, shall separately assume and become the successor in all respects
        to
        the Servicer in its capacity as Servicer under this Agreement and the
        transactions set forth or provided for herein, and all the responsibilities,
        duties and liabilities relating thereto and arising thereafter shall be assumed
        by the Trustee (except for any representations or warranties of the Servicer
        under this Agreement, the responsibilities, duties and liabilities contained
        in
Section
        2.05
        and the
        obligation to deposit amounts in respect of losses pursuant to Section
        3.12)
        by the
        terms and provisions hereof including, without limitation, the Servicer’s
        obligations to make Advances pursuant to Section 4.03;
        provided,
        however,
        that if
        the Trustee is prohibited by law or regulation from obligating itself to
        make
        advances regarding delinquent mortgage loans, then the Trustee shall not
        be
        obligated to make Advances pursuant to Section
        4.03;
        and
        provided further, that any failure to perform such duties or responsibilities
        caused by the Servicer’s failure to provide information required by Section
        7.01
        shall
        not be considered a default by the Trustee as successor to the Servicer
        hereunder. As compensation therefor, the Trustee shall be entitled to the
        Servicing Fee and all funds relating to the Mortgage Loans to which the Servicer
        would have been entitled if it had continued to act hereunder. Notwithstanding
        the above and subject to Section
        7.02(a)(2)
        below,
        the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
        to so act or if it is prohibited by law from making advances regarding
        delinquent mortgage loans or if the Holders of Certificates entitled to at
        least
        66% of the Voting Rights so request in writing to the Trustee promptly appoint
        or petition a court of competent jurisdiction to appoint, a Fannie Mae or
        Freddie Mac approved mortgage loan servicing institution acceptable to each
        Rating Agency without qualification, withdrawal or downgrading of the ratings
        then assigned to any of the Certificates and having a net worth of not less
        than
        $10,000,000, as the successor to the Servicer under this Agreement in the
        assumption of all or any part of the responsibilities, duties or liabilities
        of
        the Servicer under this Agreement.

      



      
        
          
          

        

        
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      All
        Servicing Transfer Costs shall be paid by the predecessor Servicer upon
        presentation of reasonable documentation of such costs (provided, that if
        the
        Trustee is the predecessor Servicer by reason of this Section
        7.02,
        such
        costs shall be paid by the Servicer preceding the Trustee as successor
        servicer), and if such predecessor or initial Servicer, as applicable, defaults
        in its obligation to pay such costs, such costs shall be paid by the successor
        Servicer or the Trustee (in which case the successor Servicer or the Trustee,
        as
        applicable, shall be entitled to reimbursement therefor from the assets of
        the
        Trust Fund).

      


      (2) No
        appointment of a successor to the Servicer under this Agreement shall be
        effective until the assumption by the successor of all of the Servicer’s
        responsibilities, duties and liabilities hereunder. In connection with such
        appointment and assumption described herein, the Trustee may make such
        arrangements for the compensation of such successor out of payments on Mortgage
        Loans as it and such successor shall agree; provided,
        however,
        that no
        such compensation shall be in excess of that permitted the Servicer as such
        hereunder. The Depositor, the Trustee and such successor shall take such
        action,
        consistent with this Agreement, as shall be necessary to effectuate any such
        succession. Pending appointment of a successor to the Servicer under this
        Agreement, the Trustee shall act in such capacity as hereinabove
        provided.

      


      SECTION
        7.03 Notification
        to Certificateholders.
        (a)
        Upon any termination of the Servicer pursuant to Section
        7.01
        above or
        any appointment of a successor to the Servicer pursuant to Section
        7.02
        above,
        the Trustee shall give prompt written notice thereof to Certificateholders
        at
        their respective addresses appearing in the Certificate Register.

      


      (a) Not
        later
        than the later of 60 days after the occurrence of any event, which constitutes
        or which, with notice or lapse of time or both, would constitute a Servicer
        Event of Default or five days after a Responsible Officer of the Trustee
        becomes
        aware of the occurrence of such an event, the Trustee shall transmit by mail
        to
        all Holders of Certificates notice of each such occurrence, unless such default
        or Servicer Event of Default shall have been cured or waived.

      



      
        
          
          

        

        
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      SECTION
        7.04 Waiver
        of Servicer Events of Default.
        Holders
        representing at least 66% of the Voting Rights evidenced by all Classes of
        Certificates affected by any default or Servicer Event of Default hereunder
        may
        waive such default or Servicer Event of Default; provided,
        however,
        that a
        default or Servicer Event of Default under clause
        (i)
        or
(vii)
        of
Section
        7.01
        may be
        waived only by all of the Holders of the Regular Certificates. Upon any such
        waiver of a default or Servicer Event of Default, such default or Servicer
        Event
        of Default shall cease to exist and shall be deemed to have been remedied
        for
        every purpose hereunder. No such waiver shall extend to any subsequent or
        other
        default or Servicer Event of Default or impair any right consequent thereon
        except to the extent expressly so waived.

      


      ARTICLE
        VIII

      


      CONCERNING
        THE TRUSTEE

      


      SECTION
        8.01 Duties
        of Trustee.
        (a) The
        Trustee, prior to the occurrence of a Servicer Event of Default and after
        the
        curing of all Servicer Events of Default which may have occurred, undertakes
        to
        perform such duties and only such duties as are specifically set forth in
        this
        Agreement. During a Servicer Event of Default (which has not been cured or
        waived), the Trustee shall exercise such of the rights and powers vested
        in it
        by this Agreement, and use the same degree of care and skill in their exercise
        as a prudent person would exercise or use under the circumstances in the
        conduct
        of such person’s own affairs. Any permissive right of the Trustee enumerated in
        this Agreement shall not be construed as a duty.

      


      (b) The
        Trustee, upon receipt of all resolutions, certificates, statements, opinions,
        reports, documents, orders or other instruments furnished to the Trustee
        which
        are specifically required to be furnished pursuant to any provision of this
        Agreement, shall examine them to determine whether they conform on their
        face to
        the requirements of this Agreement. If any such instrument is found not to
        conform on its face to the requirements of this Agreement in a material manner,
        the Trustee shall take such action as it deems appropriate to have the
        instrument corrected, and if the instrument is not corrected to its
        satisfaction, will provide notice thereof to the
        Certificateholders.

      


      (c) No
        provision of this Agreement shall be construed to relieve the Trustee from
        liability for its own negligent action, its own negligent failure to act
        or its
        own misconduct; provided,
        however,
        that:

      


      (i) Prior
        to
        the occurrence of a Servicer Event of Default, and after the curing of all
        such
        Servicer Events of Default which may have occurred, the duties and obligations
        of the Trustee shall be determined solely by the express provisions of this
        Agreement, the Trustee shall not be liable except for the performance of
        such
        duties and obligations as are specifically set forth in this Agreement, no
        implied covenants or obligations shall be read into this Agreement against
        the
        Trustee and, in the absence of bad faith on the part of the Trustee, the
        Trustee
        may conclusively rely, as to the truth of the statements and the correctness
        of
        the opinions expressed therein, upon any certificates or opinions furnished
        to
        the Trustee that conform to the requirements of this Agreement;

      



      
        
          
          

        

        
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      (ii) The
        Trustee shall not be personally liable for an error of judgment made in good
        faith by a Responsible Officer or Responsible Officers of the Trustee unless
        it
        shall be proved that the Trustee was negligent in ascertaining the pertinent
        facts; and

      


      (iii) The
        Trustee shall not be personally liable with respect to any action taken,
        suffered or omitted to be taken by it in good faith in accordance with the
        direction of the Holders of Certificates entitled to at least 25% of the
        Voting
        Rights relating to the time, method and place of conducting any proceeding
        for
        any remedy available to the Trustee or exercising any trust or power conferred
        upon it, under this Agreement.

      


      (d) The
        Trustee shall timely pay, from its own funds, the amount of any and all federal,
        state and local taxes imposed on the Trust Fund or its assets or transactions
        including, without limitation, (A) “prohibited transaction” penalty taxes as
        defined in Section 860F of the Code, if, when and as the same shall be due
        and
        payable, (B) any tax on contributions to a Trust REMIC after the Closing
        Date
        imposed by Section 860G(d) of the Code and (C) any tax on “net income from
        foreclosure property” as defined in Section 860G(c) of the Code, but only if
        such taxes arise out of a breach by the Trustee of its obligations hereunder,
        which breach constitutes negligence or misconduct of the Trustee.

      


      SECTION
        8.02 Certain
        Matters Affecting the Trustee.
        (a)
        Except as otherwise provided in Section 8.01:

      


      (i) The
        Trustee may request and conclusively rely upon and shall be fully protected
        in
        acting or refraining from acting upon any resolution, Officers’ Certificate,
        certificate of auditors or any other certificate, statement, instrument,
        opinion, report, notice, request, consent, order, appraisal, bond or other
        paper
        or document reasonably believed by it to be genuine and to have been signed
        or
        presented by the proper party or parties;

      


      (ii) The
        Trustee may consult with counsel and any Opinion of Counsel shall be full
        and
        complete authorization and protection in respect of any action taken or suffered
        or omitted by it hereunder in good faith and in accordance with such Opinion
        of
        Counsel;

      


      (iii) The
        Trustee shall not be under any obligation to exercise any of the trusts or
        powers vested in it by this Agreement or to institute, conduct or defend
        any
        litigation hereunder or in relation hereto at the request, order or direction
        of
        any of the Certificateholders, pursuant to the provisions of this Agreement
        or
        the Swap Agreement, unless such Certificateholders shall have offered to
        the
        Trustee security or indemnity reasonably satisfactory to it against the costs,
        expenses and liabilities which may be incurred therein or thereby; nothing
        contained herein shall, however, relieve the Trustee of the obligation, upon
        the
        occurrence of a Servicer Event of Default (which has not been cured or waived),
        to exercise such of the rights and powers vested in it by this Agreement,
        and to
        use the same degree of care and skill in their exercise as a prudent person
        would exercise or use under the circumstances in the conduct of such person’s
        own affairs;

      



      
        
          
          

        

        
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      (iv) The
        Trustee shall not be personally liable for any action taken, suffered or
        omitted
        by it in good faith and believed by it to be authorized or within the discretion
        or rights or powers conferred upon it by this Agreement;

      


      (v) Prior
        to
        the occurrence of a Servicer Event of Default hereunder and after the curing
        of
        all Servicer Events of Default which may have occurred, the Trustee shall
        not be
        bound to make any investigation into the facts or matters stated in any
        resolution, certificate, statement, instrument, opinion, report, notice,
        request, consent, order, approval, bond or other paper or document, unless
        requested in writing to do so by the Holders of Certificates entitled to
        at
        least 25% of the Voting Rights; provided,
        however,
        that if
        the payment within a reasonable time to the Trustee of the costs, expenses
        or
        liabilities likely to be incurred by it in the making of such investigation
        is,
        in the opinion of the Trustee not reasonably assured to the Trustee by such
        Certificateholders, the Trustee may require indemnity reasonably satisfactory
        to
        it against such expense or liability from such Certificateholders as a condition
        to taking any such action;

      


      (vi) The
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents, accountants or attorneys,
        and
        the Trustee shall not be responsible for any misconduct or negligence on
        the
        part of any agents, accountants or attorneys appointed with due care by it
        hereunder;

      


      (vii) The
        Trustee shall have no obligation to invest and reinvest any cash held in
        the
        absence of timely and specific written investment direction from the Servicer
        or
        the Depositor. Except as provided in Section 3.12(b) with respect to the
        funds
        on deposit in the Certificate Account, in no event shall the Trustee be liable
        for the selection of investments or for investment losses incurred thereon
        and
        the Trustee shall have no liability in respect of losses incurred as a result
        of
        the liquidation of any investment incurred as a result of the liquidation
        of any
        investment prior to its stated maturity or the failure of the Servicer or
        the
        Depositor to provide timely written investment direction; and

      


      (viii) In
        order
        to comply with its duties under the USA Patriot Act of 2001, the Trustee
        shall
        obtain and verify certain information and documentation from the other parties
        to this Agreement including, but not limited to, each such party’s name, address
        and other identifying information.

      


      (b) All
        rights of action under this Agreement or under any of the Certificates,
        enforceable by the Trustee, may be enforced by it without the possession
        of any
        of the Certificates, or the production thereof at the trial or other proceeding
        relating thereto, and any such suit, action or proceeding instituted by the
        Trustee shall be brought in the name of the Trustee for the benefit of all
        the
        Holders of such Certificates, subject to the provisions of this
        Agreement.

      



      
        
          
          

        

        
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      SECTION
        8.03 Trustee
        Not Liable for Certificates or Mortgage Loans.
        The
        recitals contained herein and in the Certificates (other than the signature
        of
        the Trustee, the authentication of the Certificate Registrar on the
        Certificates, the acknowledgments of the Trustee contained in Article
        II
        and the
        representations and warranties of the Trustee in Section 8.13)
        shall
        be taken as the statements of the Depositor and the Trustee assumes no
        responsibility for their correctness. The Trustee makes no representations
        or
        warranties as to the validity or sufficiency of this Agreement (other than
        as
        specifically set forth with respect to such party in Section
        8.13)
        or of
        the Certificates (other than the signature of the Trustee and authentication
        of
        the Certificate Registrar on the Certificates) or of any Mortgage Loan or
        related document or of MERS or the MERS® System. The Trustee shall not be
        accountable for the use or application by the Depositor of any of the
        Certificates or of the proceeds of such Certificates, or for the use or
        application of any funds paid to the Depositor or the Servicer in respect
        of the
        Mortgage Loans or deposited in or withdrawn from the Custodial Account by
        the
        Servicer, other than any funds held by or on behalf of the Trustee in accordance
        with Section
        3.10,
        subject
        to Section
        8.01.

      


      SECTION
        8.04 Trustee
        May Own Certificates.
        The
        Trustee in its individual capacity or any other capacity may become the owner
        or
        pledgee of Certificates with the same rights it would have if it were not
        Trustee.

      


      SECTION
        8.05 Trustee’s
        Fees and Expenses.
        (a) The
        Trustee shall withdraw from the Certificate Account on each Distribution
        Date
        and pay to itself the Trustee Fee. The Trustee shall pay, from its own funds,
        the Custodian Fee as compensation for the Custodian’s services under the
        Custodial Agreement as separately agreed to with the Custodian. In addition,
        the
        Trustee shall pay the Custodian amounts from the Certificate Account as set
        forth below. The Trustee, or any director, officer, employee or agent of
        the
        Trustee shall be indemnified by the Trust Fund and held harmless against
        any
        loss, liability or expense (not including expenses, disbursements and advances
        incurred or made by the Trustee including the compensation and the expenses
        and
        disbursements of its agents and counsel, in the ordinary course of the Trustee’s
        performance in accordance with the provisions of this Agreement) incurred
        by the
        Trustee in connection with any Servicer Event of Default (not including
        expenses, disbursements and advances incurred or made by the Trustee in its
        capacity as successor Servicer), default, claim or legal action or any pending
        or threatened claim or legal action arising out of or in connection with
        the
        acceptance or administration of its obligations and duties under this Agreement
        or the Swap Agreement, other than any loss, liability or expense (i) resulting
        from a breach of the Servicer’s obligations and duties under this Agreement (for
        which the Servicer indemnifies pursuant to Sections
        8.05(b)
        and
10.03(b)),
        (ii)
        for the expenses of preparing and filing Tax Returns pursuant to Section
        10.01(d)
        or (iii)
        any loss, liability or expense incurred by reason of its willful misfeasance,
        bad faith or negligence in the performance of its duties hereunder or by
        reason
        of reckless disregard of its respective obligations and duties hereunder.
        It is
        understood by the parties hereto that a “claim” as used in the preceding
        sentence includes any claim for indemnification made by the Custodian under
        Section 24 of the Custodial Agreement; provided, however, that the Trustee
        shall
        not lose any right it may have to indemnification under this Section
        8.05
        due to
        the willful misfeasance, bad faith or negligence of the Custodian in the
        performance of its duties under the Custodial Agreement or by reason of the
        Custodian’s reckless disregard of its obligations and duties under the Custodial
        Agreement. Any amounts payable to the Trustee, or any director, officer,
        employee or agent of the Trustee in respect of the indemnification provided
        by
        this paragraph (a), or pursuant to any other right of reimbursement from
        the
        Trust Fund that the Trustee, or any director, officer, employee or agent
        of the
        Trustee, may have hereunder in its capacity as such, may be withdrawn by
        the
        Trustee from the Certificate Account at any time.

      



      
        
          
          

        

        
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      (b) The
        Servicer agrees to indemnify the Trustee from, and hold it harmless against,
        any
        loss, liability or expense (including reasonable legal fees and disbursements
        of
        counsel) resulting from a breach of the Servicer’s obligations and duties under
        this Agreement. Such indemnity shall survive the termination or discharge
        of
        this Agreement and the resignation or removal of the Trustee. Any payment
        hereunder made by the Servicer to the Trustee shall be from the Servicer’s own
        funds, without reimbursement from the Trust Fund therefor.

      


      The
        provisions of this Section
        8.05
        shall
        survive the termination of this Agreement or the earlier resignation or removal
        of the Trustee.

      


      SECTION
        8.06 Eligibility
        Requirements for Trustee.
        The
        Trustee hereunder shall at all times be a corporation or an association (other
        than the Depositor, the Seller, the Servicer or any Affiliate of the foregoing)
        organized and doing business under the laws of any state or the United States
        of
        America, authorized under such laws to exercise corporate trust powers, having
        a
        combined capital and surplus of at least $50,000,000 and subject to supervision
        or examination by federal or state authority. If such corporation or association
        publishes reports of conditions at least annually, pursuant to law or to
        the
        requirements of the aforesaid supervising or examining authority, then for
        the
        purposes of this Section the combined capital and surplus of such corporation
        or
        association shall be deemed to be its combined capital and surplus as set
        forth
        in its most recent report of condition so published. Any successor trustee
        appointed pursuant to Section
        8.07
        shall
        have a sufficient rating so as to maintain the then-current ratings of the
        Certificates. In case at any time the Trustee shall cease to be eligible
        in
        accordance with the provisions of this Section, the Trustee shall resign
        immediately in the manner and with the effect specified in Section
        8.07.

      


      SECTION
        8.07 Resignation
        and Removal of the Trustee.
        The
        Trustee may at any time resign and be discharged from the trust hereby created
        by giving written notice thereof to the Depositor, the Servicer and the
        Certificateholders. Upon receiving such notice of resignation of the Trustee,
        the Depositor shall promptly appoint a successor trustee by written instrument,
        in duplicate, one copy of which instrument shall be delivered to the resigning
        Trustee and one copy to the successor trustee. A copy of such instrument
        shall
        be delivered to the Certificateholders, the Trustee and the Servicer by the
        Depositor. If no successor trustee shall have been so appointed and have
        accepted appointment within 30 days after the giving of such notice of
        resignation or removal, the Trustee may petition any court of competent
        jurisdiction for the appointment of a successor trustee.

      



      
        
          
          

        

        
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      If
        at any
        time the Trustee shall cease to be eligible in accordance with the provisions
        of
Section
        8.06
        and
        shall fail to resign after written request therefor by the Depositor, or
        if at
        any time the Trustee shall become incapable of acting, or shall be adjudged
        bankrupt or insolvent, or a receiver of the Trustee or of its property shall
        be
        appointed, or any public officer shall take charge or control of the Trustee
        or
        of its property or affairs for the purpose of rehabilitation, conservation
        or
        liquidation, then the Depositor may remove the Trustee and appoint a successor
        trustee by written instrument, in duplicate, which instrument shall be delivered
        to the Trustee so removed and to the successor trustee. A copy of such
        instrument shall be delivered to the Certificateholders and the Servicer
        by the
        Depositor.

      


      The
        Holders of Certificates entitled to at least 66% of the Voting Rights may
        at any
        time remove the Trustee and appoint a successor trustee by written instrument
        or
        instruments, in triplicate, signed by such Holders or their attorneys-in-fact
        duly authorized, one complete set of which instruments shall be delivered
        to the
        Depositor, one complete set to the Trustee so removed and one complete set
        to
        the successor so appointed. A copy of such instrument shall be delivered
        to the
        Certificateholders and the Servicer by the Depositor.

      


      Any
        resignation or removal of the Trustee and appointment of a successor trustee
        pursuant to any of the provisions of this Section shall not become effective
        until acceptance of appointment by the successor trustee as provided in
Section
        8.08.
        Any
        costs associated with removing and replacing the Trustee shall be payable
        by the
        Trustee being removed or replaced if such Trustee is being removed or replaced
        for cause.

      


      SECTION
        8.08 Successor
        Trustee.
        Any
        successor trustee appointed as provided in Section
        8.07
        shall
        execute, acknowledge and deliver to the Depositor and to its predecessor
        trustee
        an instrument accepting such appointment hereunder, and thereupon the
        resignation or removal of the predecessor trustee shall become effective
        and
        such successor trustee without any further act, deed or conveyance, shall
        become
        fully vested with all the rights, powers, duties and obligations of its
        predecessor hereunder, with the like effect as if originally named as trustee
        herein. The predecessor trustee shall deliver to the successor trustee all
        Mortgage Files and related documents and statements, as well as all moneys,
        held
        by it hereunder (other than any Mortgage Files at the time held by a custodian,
        which custodian shall become the agent of any successor trustee hereunder),
        and
        the Depositor and the predecessor trustee shall execute and deliver such
        instruments and do such other things as may reasonably be required for more
        fully and certainly vesting and confirming in the successor trustee all such
        rights, powers, duties and obligations.

      


      No
        successor trustee shall accept appointment as provided in this Section unless
        at
        the time of such acceptance such successor trustee shall be eligible under
        the
        provisions of Section 8.06
        and the
        appointment of such successor trustee shall not result in a downgrading of
        any
        Class of Certificates by either Rating Agency, as evidenced by a letter from
        each Rating Agency.

      


      Upon
        acceptance of appointment by a successor trustee as provided in this Section,
        the Depositor shall mail notice of the succession of such trustee hereunder
        to
        all Holders of Certificates at their addresses as shown in the Certificate
        Register. If the Depositor fails to mail such notice within 10 days after
        acceptance of appointment by the successor trustee, the successor trustee
        shall
        cause such notice to be mailed at the expense of the Depositor.

      



      
        
          
          

        

        
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      SECTION
        8.09 Merger
        or Consolidation of Trustee.
        Any
        corporation or association into which the Trustee may be merged or converted
        or
        with which it may be consolidated or any corporation or association resulting
        from any merger, conversion or consolidation to which the Trustee shall be
        a
        party, or any corporation or association succeeding to the business of the
        Trustee shall be the successor of the Trustee hereunder, provided such
        corporation or association shall be eligible under the provisions of
Section
        8.06,
        without
        the execution or filing of any paper or any further act on the part of any
        of
        the parties hereto, anything herein to the contrary
        notwithstanding.

      


      SECTION
        8.10 Appointment
        of Co-Trustee or Separate Trustee.
        (a)
        Notwithstanding any other provisions hereof, at any time, for the purpose
        of
        meeting any legal requirements of any jurisdiction in which any part of REMIC
        I
        or property securing the same may at the time be located, the Servicer and
        the
        Trustee acting jointly shall have the power and shall execute and deliver
        all
        instruments to appoint one or more Persons approved by the Trustee to act
        as
        co-trustee or co-trustees, jointly with the Trustee, or separate trustee
        or
        separate trustees, of all or any part of REMIC I, and to vest in such Person
        or
        Persons, in such capacity, such title to REMIC I, or any part thereof, and,
        subject to the other provisions of this Section
        8.10,
        such
        powers, duties, obligations, rights and trusts as the Servicer and the Trustee
        may consider necessary or desirable. Any such co-trustee or separate trustee
        shall be subject to the written approval of the Servicer. If the Servicer
        shall
        not have joined in such appointment within 15 days after the receipt by it
        of a
        request so to do, or in case a Servicer Event of Default shall have occurred
        and
        be continuing, the Trustee alone shall have the power to make such appointment.
        No co-trustee or separate trustee hereunder shall be required to meet the
        terms
        of eligibility as a successor trustee under Section
        8.06
        hereunder and no notice to Holders of Certificates of the appointment of
        co-trustee(s) or separate trustee(s) shall be required under Section
        8.08
        hereof.
        The Servicer shall be responsible for the fees of any co-trustee or separate
        trustee appointed under this Section
        8.10.

      


      (b) In
        the
        case of any appointment of a co-trustee or separate trustee pursuant to this
        Section
        8.10,
        all
        rights, powers, duties and obligations conferred or imposed upon the Trustee
        shall be conferred or imposed upon and exercised or performed by the Trustee
        and
        such separate trustee or co-trustee jointly, except to the extent that under
        any
        law of any jurisdiction in which any particular act or acts are to be performed
        by the Trustee (whether as Trustee hereunder or as successor to the Servicer
        hereunder), the Trustee shall be incompetent or unqualified to perform such
        act
        or acts, in which event such rights, powers, duties and obligations (including
        the holding of title to REMIC I or any portion thereof in any such jurisdiction)
        shall be exercised and performed by such separate trustee or co-trustee at
        the
        direction of the Trustee.

      


      (c) Any
        notice, request or other writing given to the Trustee shall be deemed to
        have
        been given to each of the then separate trustees and co-trustees, as effectively
        as if given to each of them. Every instrument appointing any separate trustee
        or
        co-trustee shall refer to this Agreement and the conditions of this Article
        VIII.
        Each
        separate trustee and co-trustee, upon its acceptance of the trust conferred,
        shall be vested with the estates or property specified in its instrument
        of
        appointment, either jointly with the Trustee or separately, as may be provided
        therein, subject to all the provisions of this Agreement, specifically including
        every provision of this Agreement relating to the conduct of, affecting the
        liability of, or affording protection to, the Trustee. Every such instrument
        shall be filed with the Trustee and a copy thereof given to the Depositor
        and
        the Servicer.

      



      
        
          
          

        

        
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      (d) Any
        separate trustee or co-trustee may, at any time, constitute the Trustee,
        its
        agent or attorney-in-fact, with full power and authority, to the extent not
        prohibited by law, to do any lawful act under or in respect of this Agreement
        on
        its behalf and in its name. If any separate trustee or co-trustee shall die,
        become incapable of acting, resign or be removed, all of its estates,
        properties, rights, remedies and trusts shall vest in and be exercised by
        the
        Trustee, to the extent permitted by law, without the appointment of a new
        or
        successor trustee.

      


      SECTION
        8.11 Trustee
        to Execute Custodial Agreement and Swap Agreement.
        The
        Depositor hereby directs the Trustee to execute, deliver and perform its
        obligations under the Custodial Agreement and the Swap Agreement on the Closing
        Date and thereafter on behalf of the Holders of the Class A Certificates
        and the
        Mezzanine Certificates. The Depositor, the Servicer and the Holders of the
        Class
        A Certificates and the Mezzanine Certificates by their acceptance of such
        Certificates acknowledge and agree that the Trustee shall execute, deliver
        and
        perform its obligations under the Custodial Agreement and the Swap Agreement
        and
        shall do so solely in its capacity as Trustee of the Trust Fund and not in
        its
        individual capacity.

      


      SECTION
        8.12 Appointment
        of Office or Agency.
        The
        Trustee shall maintain an office or agency in the United States where the
        Certificates may be surrendered for registration of transfer or exchange,
        and
        presented for final distribution. As of the Closing Date, the Trustee designates
        its Corporate Trust Office in Minneapolis, Minnesota for such purposes. Notices
        and demands to or upon the Trustee in respect of the Certificates and this
        Agreement may be delivered at the Corporate Trust Office in Columbia, Maryland.
        

      


      SECTION
        8.13 Representations
        and Warranties of the Trustee.
        The
        Trustee hereby represents and warrants, solely as to itself, to the Servicer
        and
        the Depositor, as of the Closing Date, that:

      


      (i) It
        is a
        national banking association duly organized, validly existing and in good
        standing under the laws of the United States.

      


      (ii) The
        execution and delivery of this Agreement by it, and the performance and
        compliance with the terms of this Agreement by it, will not violate its charter
        or bylaws.

      


      (iii) It
        has
        the full power and authority to enter into and consummate all transactions
        contemplated by this Agreement, has duly authorized the execution, delivery
        and
        performance of this Agreement, and has duly executed and delivered this
        Agreement.

      


      (iv) This
        Agreement, assuming due authorization, execution and delivery by the other
        parties hereto, constitutes a valid, legal and binding obligation of it,
        enforceable against it in accordance with the terms hereof, subject to (A)
        applicable bankruptcy, insolvency, receivership, reorganization, moratorium
        and
        other laws affecting the enforcement of creditors’ rights generally, and (B)
        general principles of equity, regardless of whether such enforcement is
        considered in a proceeding in equity or at law.

      



      
        
          
          

        

        
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      SECTION
        8.14 Appointment
        of the Custodian.
        The
        Trustee may, at the direction of the Depositor and with the consent of the
        Servicer, appoint the Custodian to hold all or a portion of the Mortgage
        Files
        as agent for the Trustee, by entering into the Custodial Agreement. The
        appointment of the Custodian may at any time be terminated in accordance
        with
        the Custodial Agreement and a substitute custodian appointed therefor upon
        the
        reasonable request of the Servicer to the Trustee, the consent to which shall
        not be unreasonably withheld. The Trustee shall pay the fees (out of the
        Trustee
        Fee) and expenses not covered by the monthly fee paid to the Custodian and
        indemnity afforded to the Custodian (out of the Certificate Account) in
        accordance with Section 8.05
        hereof
        and the Custodial Agreement. The Trustee, as directed by the Depositor and
        with
        the consent of the Servicer initially appoints Deutsche Bank National Trust
        Company, as Custodian. Subject to Article
        VIII
        hereof,
        the Trustee agrees to comply with the terms of the Custodial Agreement and
        to
        enforce the terms and provisions thereof against the Custodian for the benefit
        of the Certificateholders having an interest in any Mortgage File held by
        the
        Custodian. The Custodian shall be a depository institution or trust company
        subject to supervision by federal or state authority, shall have combined
        capital and surplus of at least $10,000,000 and shall be qualified to do
        business in the jurisdiction in which it holds any Mortgage File. The Custodial
        Agreement may be amended only as provided therein. The Trustee shall not
        be
        liable for the acts or omissions of the Custodian. In no event shall the
        appointment of the Custodian pursuant to the Custodial Agreement diminish
        the
        obligations of the Trustee hereunder.

      


      ARTICLE
        IX

      


      TERMINATION

      


      SECTION
        9.01 Termination
        Upon Repurchase or Liquidation of All Mortgage Loans.
        (a)
        Subject to Section
        9.02,
        the
        respective obligations and responsibilities under this Agreement of the
        Depositor, the Servicer and the Trustee (other than the obligations of the
        Servicer to the Trustee pursuant to Section
        8.05
        and of
        the Servicer to make remittances to the Trustee and the Trustee to make payments
        in respect of the REMIC I Regular Interests and the Classes of Certificates
        as
        hereinafter set forth) shall terminate upon payment to the Certificateholders
        and the deposit of all amounts held by or on behalf of the Trustee and required
        hereunder to be so paid or deposited on the Distribution Date coinciding
        with or
        following the earlier to occur of (i) the purchase by the Terminator (as
        defined below) of all Mortgage Loans and each REO Property remaining in REMIC
        I
        and (ii) the final payment or other liquidation (or any advance with respect
        thereto) of the last Mortgage Loan or REO Property remaining in REMIC I;
        provided,
        however,
        that in
        no event shall the trust created hereby continue beyond the earlier of
        (a) the expiration of 21 years from the death of the last survivor of the
        descendants of Joseph P. Kennedy, the late ambassador of the United States
        to
        the Court of St. James, living on the date hereof and (b) the latest possible
        Maturity Date. Subject to Section
        3.10
        hereof,
        the purchase by the Terminator of all Mortgage Loans and each REO Property
        remaining in REMIC I shall be at a price equal to the greater of (i) the
        Stated
        Principal Balance of the Mortgage Loans and the appraised value of any REO
        Properties (such appraisal to be conducted by an Independent appraiser mutually
        agreed upon by the Terminator and, to the extent that the Class A Certificates
        or a Class of Mezzanine Certificates will not receive all amounts owed to
        it as
        a result of the termination, the Trustee, in their reasonable discretion)
        and
        (ii) the fair market value of the Mortgage Loans and the REO Properties (as
        determined by the Terminator and, to the extent that the Class A Certificates
        or
        a Class of Mezzanine Certificates will not receive all amounts owed to it
        as a
        result of the termination, the Trustee (it being understood and agreed that
        any
        determination by the Trustee shall be made solely in reliance on an appraisal
        by
        an Independent appraiser as provided above)), as of the close of business
        on the
        third Business Day next preceding the date upon which notice of any such
        termination is furnished to the related Certificateholders pursuant to
Section
        9.01(c),
        in each
        case plus
        accrued
        and unpaid interest thereon at the weighted average of the Mortgage Rates
        through the end of the Due Period preceding the final Distribution Date
plus
        unreimbursed Servicing Advances, any Swap Termination Payment payable to
        the
        Swap Counterparty then remaining unpaid or which is due to the exercise of
        such
        option, Advances, any unpaid Servicing Fees allocable to such Mortgage Loans
        and
        REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts
        (the
“Termination
        Price”);
        provided,
        however,
        such
        option may only be exercised if the Termination Price is sufficient to pay
        all
        interest accrued on, as well as amounts necessary to retire the principal
        balance of, each class of notes issued pursuant to the Indenture. If the
        determination of the fair market value of the Mortgage Loans and REO Properties
        shall be required to be made by the Terminator and an Independent appraiser
        as
        provided above, (A) such appraisal shall be obtained at no expense to the
        Trustee and (B) the Trustee may conclusively rely on, and shall be protected
        in
        relying on, such appraisal.

      



      
        
          
          

        

        
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      (b) The
        majority Holder of the Class CE Certificates shall have the right (the party
        exercising such right, the “Terminator”)
        to
        purchase all of the Mortgage Loans and each REO Property remaining in REMIC
        I
        pursuant to clause
        (i)
        of the
        preceding paragraph in the manner set forth in Section
        9.01(c)
        below if
        the aggregate Stated Principal Balance of the Mortgage Loans and each REO
        Property remaining in the Trust Fund at the time of such election is reduced
        to
        less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the Cut-off Date. By acceptance of a Residual Certificate, the Holders
        of the
        Residual Certificates agree, in connection with any termination hereunder,
        to
        assign and transfer any amounts in excess of par, and to the extent received
        in
        respect of such termination, to pay any such amounts to the Holders of the
        Class
        CE Certificates.

      


      (c) Notice
        of
        the liquidation of the Certificates shall be given promptly by the Trustee
        by
        letter to Certificateholders mailed (a) in the event such notice is given
        in
        connection with the purchase of the Mortgage Loans and each REO Property
        by the
        Terminator, not earlier than the 10th
        day and
        not later than the 20th
        day of
        the month next preceding the month of the final distribution on the related
        Certificates or (b) otherwise during the month of such final distribution
        on or
        before the Determination Date in such month, in each case specifying (i)
        the
        Distribution Date upon which the Trust Fund will terminate and the final
        payment
        in respect of the REMIC I Regular Interests, as applicable and the related
        Certificates will be made upon presentation and surrender of the related
        Certificates at the office of the Trustee therein designated, (ii) the amount
        of
        any such final payment, (iii) that no interest shall accrue in respect of
        the
        REMIC I Regular Interests or the related Certificates from and after the
        Interest Accrual Period relating to the final Distribution Date therefor
        and
        (iv) that the Record Date otherwise applicable to such Distribution Date
        is not
        applicable, payments being made only upon presentation and surrender of the
        related Certificates at the office of the Trustee. In the event such notice
        is
        given in connection with the purchase of all of the Mortgage Loans and each
        REO
        Property remaining in REMIC I by the Terminator, the Terminator shall deliver
        to
        the Trustee for deposit in the Certificate Account, not later than the third
        Business Day preceding the date for such final payment, an amount in immediately
        available funds equal to the above-described purchase price. The Trustee
        shall
        remit to the Servicer from such funds deposited in the Certificate Account
        (i)
        any amounts which the Servicer would be permitted to withdraw and retain
        from
        the Custodial Account pursuant to Section
        3.11
        and (ii)
        any other amounts otherwise payable by the Trustee to the Servicer from amounts
        on deposit in the Certificate Account pursuant to the terms of this Agreement,
        in each case prior to making any final distributions pursuant to Section
        10.01(d)
        below.
        Upon certification to the Trustee by the Terminator of the making of such
        final
        deposit, the Trustee shall promptly release to the Terminator the Mortgage
        Files
        for the remaining Mortgage Loans, and the Trustee shall execute all assignments,
        endorsements and other instruments necessary to effectuate such
        transfer.

      



      
        
          
          

        

        
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      Immediately
        following the deposit of funds in trust hereunder in respect of the
        Certificates, the Trust Fund shall terminate.

      


      SECTION
        9.02 Additional
        Termination Requirements.
        (a) In
        the event that the Terminator purchases all the Mortgage Loans and each REO
        Property or the final payment on or other liquidation of the last Mortgage
        Loan
        or REO Property remaining in REMIC I pursuant to Section
        9.01,
        the
        Trust Fund (or the applicable Trust REMIC) shall be terminated in accordance
        with the following additional requirements:

      


      (i) The
        Trustee shall specify the first day in the 90-day liquidation period in a
        statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury
        regulation Section 1.860F-1 and shall satisfy all requirements of a qualified
        liquidation under Section 860F of the Code and any regulations thereunder,
        as
        evidenced by an Opinion of Counsel obtained at the expense of the
        Terminator;

      


      (ii) During
        such 90-day liquidation period and, at or prior to the time of making of
        the
        final payment on the Certificates, the Trustee shall sell all of the assets
        of
        REMIC I to the Terminator for cash; and

      


      (iii) At
        the
        time of the making of the final payment on the Certificates, the Trustee
        shall
        distribute or credit, or cause to be distributed or credited, to the Holders
        of
        the Residual Certificates in respect of the Class R-I Interest all cash on
        hand
        in the Trust Fund (other than cash retained to meet claims), and the Trust
        Fund
        shall terminate at that time.

      


      (b) At
        the
        expense of the requesting Terminator (or, if the Trust Fund is being terminated
        as a result of the occurrence of the event described in clause
        (ii)
        of the
first
        paragraph
        of
Section
        9.01,
        at the
        expense of the Depositor without the right of reimbursement from the Trust
        Fund), the Terminator shall prepare or cause to be prepared the documentation
        required in connection with the adoption of a plan of liquidation of each
        Trust
        REMIC pursuant to this Section
        9.02.

      



      
        
          
          

        

        
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      (c) By
        their
        acceptance of Certificates, the Holders thereof hereby agree to authorize
        the
        Trustee to specify the 90-day liquidation period for each Trust REMIC, which
        authorization shall be binding upon all successor
        Certificateholders.

      


      ARTICLE
        X

      


      REMIC
        PROVISIONS

      


      SECTION
        10.01 REMIC
        Administration.
        (a) The
        Trustee shall elect to treat each Trust REMIC as a REMIC under the Code and,
        if
        necessary, under applicable state law. Each such election will be made by
        the
        Trustee on Form 1066 or other appropriate federal tax or information return
        or
        any appropriate state return for the taxable year ending on the last day
        of the
        calendar year in which the Certificates are issued. For the purposes of the
        REMIC election in respect of REMIC I, the REMIC I Regular Interests shall
        be
        designated as the Regular Interests in REMIC I and the Class R-I Interest
        shall
        be designated as the sole class of Residual Interests in REMIC I. The REMIC
        regular interest components of the Class A Certificates, the Mezzanine
        Certificates and the Class CE Certificates shall be designated as the Regular
        Interests in REMIC II and the Class R-II Interest shall be designated as
        the
        sole class of Residual Interests in REMIC II. The Trustee shall not permit
        the
        creation of any “interests” in any Trust REMIC (within the meaning of Section
        860G of the Code) other than the REMIC I Regular Interests and the interests
        represented by the Certificates.

      


      (b) The
        Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
        within the meaning of Section 860G(a)(9) of the Code.

      


      (c) The
        Trustee shall be reimbursed for any and all expenses relating to any tax
        audit
        of the Trust Fund (including, but not limited to, any professional fees or
        any
        administrative or judicial proceedings with respect to each Trust REMIC that
        involve the Internal Revenue Service or state tax authorities), including
        the
        expense of obtaining any tax related Opinion of Counsel required to be obtained
        hereunder. The Trustee, as agent for each Trust REMIC’s tax matters person shall
        (i) act on behalf of the Trust Fund in relation to any tax matter or controversy
        involving any Trust REMIC and (ii) represent the Trust Fund in any
        administrative or judicial proceeding relating to an examination or audit
        by any
        governmental taxing authority with respect thereto. The holder of the largest
        Percentage Interest of each Class of Residual Certificates shall be designated,
        in the manner provided under Treasury regulations section 1.860F-4(d) and
        Treasury regulations section 301.6231(a)(7)-1, as the tax matters person
        of the
        Trust REMICs created hereunder. By their acceptance thereof, the holder of
        the
        largest Percentage Interest of the Residual Certificates hereby agrees to
        irrevocably appoint the Trustee or an Affiliate as its agent to perform all
        of
        the duties of the tax matters person for the Trust Fund.

      


      (d) The
        Trustee shall prepare, sign and file all of the Tax Returns (including Form
        8811, which must be filed within 30 days following the Closing Date) in respect
        of each Trust REMIC created hereunder. The expenses of preparing and filing
        such
        returns shall be borne by the Trustee without any right of reimbursement
        therefor.

      



      
        
          
          

        

        
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      (e) The
        Trustee shall perform on behalf of each Trust REMIC all reporting and other
        tax
        compliance duties that are the responsibility of such REMIC under the Code,
        the
        REMIC Provisions or other compliance guidance issued by the Internal Revenue
        Service or any state or local taxing authority. Among its other duties, as
        required by the Code, the REMIC Provisions or other such compliance guidance,
        the Trustee shall provide (i) to any Transferor of a Residual Certificate
        such
        information as is necessary for the application of any tax relating to the
        transfer of a Residual Certificate to any Person who is not a Permitted
        Transferee, (ii) to the Certificateholders such information or reports as
        are
        required by the Code or the REMIC Provisions including reports relating to
        interest, original issue discount and market discount or premium (using the
        Prepayment Assumption as required) and (iii) to the Internal Revenue Service
        the
        name, title, address and telephone number of the person who will serve as
        the
        representative of each Trust REMIC. The Depositor shall provide or cause
        to be
        provided to the Trustee, within ten (10) days after the Closing Date, all
        information or data that the Trustee reasonably determines to be relevant
        for
        tax purposes as to the valuations and issue prices of the Certificates,
        including, without limitation, the price, yield, prepayment assumption and
        projected cash flow of the Certificates.

      


      (f) The
        Trustee shall take such action and shall cause each Trust REMIC created
        hereunder to take such action as shall be necessary to create or maintain
        the
        status thereof as a REMIC under the REMIC Provisions. The Trustee shall not
        take
        any action or cause the Trust Fund to take any action or fail to take (or
        fail
        to cause to be taken) any action that, under the REMIC Provisions, if taken
        or
        not taken, as the case may be, could (i) endanger the status of each Trust
        REMIC
        as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund
        (including but not limited to the tax on prohibited transactions as defined
        in
        Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
        forth
        in Section 860G(d) of the Code) (either such event, an “Adverse
        REMIC Event”)
        unless
        the Trustee has received an Opinion of Counsel, addressed to the Trustee
        (at the
        expense of the party seeking to take such action but in no event at the expense
        of the Trustee) to the effect that the contemplated action will not, with
        respect to any Trust REMIC, endanger such status or result in the imposition
        of
        such a tax, nor shall the Servicer take or fail to take any action (whether
        or
        not authorized hereunder) as to which the Trustee has advised it in writing
        that
        it has received an Opinion of Counsel to the effect that an Adverse REMIC
        Event
        could occur with respect to such action; provided that the Servicer may
        conclusively rely on such Opinion of Counsel and shall incur no liability
        for
        its action or failure to act in accordance with such Opinion of Counsel.
        In
        addition, prior to taking any action with respect to any Trust REMIC or the
        respective assets of each, or causing any Trust REMIC to take any action,
        which
        is not contemplated under the terms of this Agreement, the Servicer will
        consult
        with the Trustee or its designee, in writing, with respect to whether such
        action could cause an Adverse REMIC Event to occur with respect to any Trust
        REMIC and the Servicer shall not take any such action or cause any Trust
        REMIC
        to take any such action as to which the Trustee has advised it in writing
        that
        an Adverse REMIC Event could occur; provided that the Servicer may conclusively
        rely on such writing and shall incur no liability for its action or failure
        to
        act in accordance with such writing. The Trustee may consult with counsel
        to
        make such written advice, and the cost of same shall be borne by the party
        seeking to take the action not permitted by this Agreement, but in no event
        shall such cost be an expense of the Trustee. At all times as may be required
        by
        the Code, the Trustee will ensure that substantially all of the assets of
        REMIC
        I will consist of “qualified mortgages” as defined in Section 860G(a)(3) of the
        Code and “permitted investments” as defined in Section 860G(a)(5) of the Code,
        to the extent such obligations are within the Trustee’s control and not
        otherwise inconsistent with the terms of this Agreement.

      



      
        
          
          

        

        
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      (g) In
        the
        event that any tax is imposed on “prohibited transactions” of any Trust REMIC
        created hereunder as defined in Section 860F(a)(2) of the Code, on the “net
        income from foreclosure property” of such REMIC as defined in Section 860G(c) of
        the Code, on any contributions to any such REMIC after the Startup Day therefor
        pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
        Code
        or any applicable provisions of state or local tax laws, such tax shall be
        charged (i) to the Trustee pursuant to Section
        10.03
        hereof,
        if such tax arises out of or results from a breach by the Trustee of any
        of its
        obligations under this Article
        X,
        (ii) to
        the Servicer pursuant to Section
        10.03
        hereof,
        if such tax arises out of or results from a breach by the Servicer of any
        of its
        obligations under Article
        III
        or this
Article
        X,
        or
        (iii) in all other cases, against amounts on deposit in the Certificate Account
        and shall be paid by withdrawal therefrom.

      


      (h) On
        or
        before April 15 of each calendar year, commencing April 15, 2007, the Trustee
        shall deliver to each Rating Agency an Officer’s Certificate of the Trustee
        stating the Trustee’s compliance with this Article
        X.

      


      (i) The
        Trustee shall, for federal income tax purposes, maintain books and records
        with
        respect to each Trust REMIC on a calendar year and on an accrual
        basis.

      


      (j) Following
        the Startup Day, neither the Servicer nor the Trustee shall accept any
        contributions of assets to any Trust REMIC other than in connection with
        any
        Qualified Substitute Mortgage Loan delivered in accordance with Section
        2.03
        unless
        it shall have received an Opinion of Counsel to the effect that the inclusion
        of
        such assets in the Trust Fund will not cause any Trust REMIC to fail to qualify
        as a REMIC at any time that any Certificates are outstanding or subject any
        Trust REMIC to any tax under the REMIC Provisions or other applicable provisions
        of federal, state and local law or ordinances.

      


      (k) Neither
        the Trustee nor the Servicer shall enter into any arrangement by which any
        Trust
        REMIC will receive a fee or other compensation for services nor knowingly
        permit
        any Trust REMIC to receive any income from assets other than “qualified
        mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
        investments” as defined in Section 860G(a)(5) of the Code.

      


      SECTION
        10.02 Prohibited
        Transactions and Activities.
        None of
        the Depositor, the Servicer or the Trustee shall sell, dispose of or substitute
        for any of the Mortgage Loans (except in connection with (i) the foreclosure
        of
        a Mortgage Loan, including but not limited to, the acquisition or sale of
        a
        Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy
        of REMIC I, (iii) the termination of REMIC I pursuant to Article
        IX
        of this
        Agreement, (iv) a substitution pursuant to Article
        II
        of this
        Agreement or (v) a purchase of Mortgage Loans pursuant to Article
        II
        or
III
        of this
        Agreement), nor acquire any assets for any Trust REMIC (other than REO Property
        acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of
        any
        investments in the Custodial Account or the Certificate Account for gain,
        nor
        accept any contributions to any Trust REMIC after the Closing Date (other
        than a
        Qualified Substitute Mortgage Loan delivered in accordance with Section
        2.03),
        unless
        it has received an Opinion of Counsel, addressed to the Trustee (at the expense
        of the party seeking to cause such sale, disposition, substitution, acquisition
        or contribution but in no event at the expense of the Trustee) that such
        sale,
        disposition, substitution, acquisition or contribution will not (a) affect
        adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust
        REMIC
        to be subject to a tax on “prohibited transactions” or “contributions” pursuant
        to the REMIC Provisions.

      



      
        
          
          

        

        
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      SECTION
        10.03 Servicer
        and Trustee Indemnification.
        (a) The
        Trustee agrees to indemnify the Trust Fund, the Depositor and the Servicer
        for
        any taxes and costs including, without limitation, any reasonable attorneys’
fees imposed on or incurred by the Trust Fund, the Depositor or the Servicer
        as
        a result of a breach of the Trustee’s covenants set forth in this Article
        X.

      


      (b) The
        Servicer agrees to indemnify the Trust Fund, the Depositor and the Trustee
        for
        any taxes and costs including, without limitation, any reasonable attorneys’
fees imposed on or incurred by the Trust Fund, the Depositor or the Trustee,
        as
        a result of a breach of the Servicer’s covenants set forth in Article
        III
        or this
Article
        X.

      


      ARTICLE
        XI

      


      TRUSTEE
        COMPLIANCE WITH REGULATION AB

      


      SECTION
        11.01 Intent
        of the Parties; Reasonableness.
        The
        Seller, the Trustee, the Depositor and the Servicer acknowledge and agree
        that
        the purpose of Article XI of this Agreement is to facilitate compliance by
        the
        Seller and the Depositor with the provisions of Regulation AB and related
        rules
        and regulations of the Commission. Neither the Seller nor the Depositor shall
        exercise its right to request delivery of information or other performance
        under
        these provisions other than in good faith, or for purposes other than compliance
        with the Securities Act, the Exchange Act and the rules and regulations of
        the
        Commission thereunder. Each of the Depositor, the Seller, the Servicer and
        the
        Trustee acknowledges that interpretations of the requirements of Regulation
        AB
        may change over time, whether due to interpretive guidance provided by the
        Commission or its staff, consensus among participants in the asset-backed
        securities markets, advice of counsel, or otherwise, and agrees to comply
        with
        requests made by the Seller or the Depositor in good faith for delivery of
        information under these provisions on the basis of evolving interpretations
        of
        Regulation AB. Each of the Servicer and the Trustee shall cooperate fully
        with
        the Seller to deliver to the Seller (including any of its assignees or
        designees) and the Depositor, any and all statements, reports, certifications,
        records and any other information necessary in the good faith determination
        of
        the Seller or the Depositor to permit the Seller or the Depositor to comply
        with
        the provisions of Regulation AB, together with such disclosures relating
        to the
        Servicer, the Trustee and the Mortgage Loans, or the servicing of the Mortgage
        Loans, reasonably believed by the Seller or the Depositor to be necessary
        in
        order to effect such compliance.

      



      
        
          
          

        

        
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      SECTION
        11.02 Additional
        Representations and Warranties of the Trustee.
        For so
        long as the Trust is subject to the reporting requirements of the Exchange
        Act,
        the Trustee agrees that: 

      


      (a) The
        Trustee shall be deemed to represent to the Seller and to the Depositor,
        as of
        the date hereof and the date on which information is provided to the Seller
        or
        the Depositor under Sections
        11.01,
        11.02(b)
        or
11.03
        that,
        except as disclosed in writing to the Seller or the Depositor prior to such
        date: (i) it is not aware and has not received notice that any default, early
        amortization or other performance triggering event has occurred as to any
        other
        Securitization Transaction due to any act or failure to act of the Trustee;
        (ii)
        it has not been terminated as trustee in a securitization of mortgage loans,
        (iii) there are no aspects of its financial condition that could have a material
        adverse effect on its performance of its trustee obligations under this
        Agreement or any other Securitization Transaction as to which it is the trustee;
        (iv) there are no material legal or governmental proceedings pending (or
        known
        to be contemplated) against it that would be material to Certificateholders;
        and
        (v) there are no affiliations, relationships or transactions outside the
        ordinary course of business relating to the Trustee, with respect to the
        Depositor or any sponsor, issuing entity, servicer, trustee, originator,
        significant obligor, enhancement or support provider or other material
        transaction party (as such terms are used in Regulation AB) relating to the
        Securitization Transaction contemplated by the Agreement (the “Transaction
        Parties”).

      


      (b) If
        so
        requested by the Seller or the Depositor on any date following the date on
        which
        information is first provided to the Seller or the Depositor under Section
        11.03,
        the
        Trustee shall, within five Business Days following such request, confirm
        in
        writing the accuracy of the representations and warranties set forth in
        paragraph (a) of this Section or, if any such representation and warranty
        is not
        accurate as of the date of such request or such confirmation, provide reasonably
        adequate disclosure of the pertinent facts, in writing, to the requesting
        party.

      


      SECTION
        11.03 Information
        to Be Provided by the Trustee.
        

      


      (a) For
        so
        long as the Trust is subject to the reporting requirements of the Exchange
        Act,
        for the purpose of satisfying the Depositor’s and the Seller’s reporting
        obligation under the Exchange Act with respect to any class of asset-backed
        securities, the Trustee shall provide to the Servicer and the Seller a written
        description of (A) any litigation or governmental proceedings pending against
        the Trustee as of the last day of the calendar month that would be material
        to
        Certificateholders, and (B) any affiliations or relationships (as described
        in
        Item 1119 of Regulation AB) that develop following the Closing Date between
        the
        Trustee and any Transaction Party of the type described in Section
        11.02(a)(iv)
        or
11.02(a)(v)
        as of
        the last day of each calendar year. Any descriptions required with respect
        to
        legal proceedings, as well as updates to previously provided descriptions,
        under
        this Section
        11.03
        shall be
        given no later than five Business Days prior to the Determination Date following
        the month in which the relevant event occurs, and any notices and descriptions
        required with respect to affiliations, as well as updates to previously provided
        descriptions, under this Section
        11.03
        shall be
        given no later than January 31 of the calendar year following the year in
        which
        the relevant event occurs. As of the date the Depositor or the Trustee files
        each Report on Form 10-D and Report on Form 10-K with respect to the
        Certificates, the Trustee will be deemed to represent that any information
        previously provided under this Article
        XI
        is
        materially correct and does not have any material omissions unless the Trustee
        has provided an update to such information.

      



      
        
          
          

        

        
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      (b) In
        addition to such information as the Trustee is obligated to provide pursuant
        to
        other provisions of this Agreement, if so requested by the Servicer or the
        Seller in its reasonable good faith determination, the Trustee shall provide
        such information regarding the performance or servicing of the Mortgage Loans
        as
        is reasonably required to facilitate preparation of distribution reports
        in
        accordance with Item 1121 of Regulation AB. 

      


      SECTION
        11.04 Report
        on Assessment of Compliance and Attestation.
        On or
        before March 1 of each calendar year, the Trustee shall:

      


      (a) deliver
        to the Seller and the Depositor a report (in form and substance reasonably
        satisfactory to the Seller and the Depositor) regarding the Trustee’s assessment
        of compliance with the applicable Servicing Criteria during the immediately
        preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
        Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed
        to
        the Seller and the Depositor and signed by an authorized officer of the Trustee,
        and shall address each of the Servicing Criteria specified on a certification
        substantially in the form of Exhibit J hereto;

      


      (b) deliver
        to the Seller and the Depositor a report of a registered public accounting
        firm
        reasonably acceptable to the Seller and the Depositor that attests to, and
        reports on, the assessment of compliance made by the Trustee and delivered
        pursuant to the preceding paragraph. Such attestation shall be in accordance
        with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities
        Act and
        the Exchange Act; 

      


      SECTION
        11.05 Indemnification;
        Remedies.
        (a)
        The
        Trustee shall indemnify the Seller, each affiliate of the Seller, the Depositor,
        the Servicer, each broker dealer acting as underwriter, placement agent or
        initial purchaser, each Person who controls any of such parties (within the
        meaning of Section 15 of the Securities Act and Section 20 of the Exchange
        Act);
        and the respective present and former directors, officers, employees and
        agents
        of each of the foregoing, and shall hold each of them harmless from and against
        any losses, damages, penalties, fines, forfeitures, legal fees and expenses
        and
        related costs, judgments, and any other costs, fees and expenses that any
        of
        them may sustain arising out of or based upon:

      


      (i) (A)
        any
        untrue statement of a material fact contained or alleged to be contained
        in any
        (w) compliance certificate or report regarding the Trustee’s assessment of
        compliance delivered by the Trustee or any Subcontractor of the Trustee pursuant
        to Section
        11.04(a),
        (x) any
        report of a registered public accounting firm delivered by or on behalf of
        the
        Trustee or any Subcontractor of the Trustee pursuant to Section 11.04(b),
        or (y)
        any information about the Trustee provided by it pursuant to Section
        11.01,
        11.02
        or
11.03
        (collectively, the “Trustee
        Information”),
        or
        (B) the omission or alleged omission to state in the Trustee Information
        a
        material fact required to be stated in the Trustee Information or necessary
        in
        order to make the statements therein, in the light of the circumstances under
        which they were made, not misleading;

      



      
        
          
          

        

        
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      (ii) any
        failure by the Trustee to deliver any information, report, certification,
        accountants’ letter or other material when and as required under this
Article
        XI;
        or

      


      (iii) any
        breach by the Trustee of a representation or warranty set forth in Section
        11.02(a)
        or in a
        writing furnished pursuant to Section
        11.02(b).

      


      (b) In
        the
        case of any failure of performance described in clause
        (ii)
        of this
Section
        11.05(a),
        the
        Trustee shall promptly reimburse the Seller or the Depositor, as applicable,
        for
        all costs reasonably incurred by each such party in order to obtain the
        information, report, certification, accountants’ attestation or other material
        not delivered as required by the Trustee and cooperate with the Depositor
        and
        the Seller to mitigate any damages that may result.

      


      ARTICLE
        XII

      


      SERVICER
        COMPLIANCE WITH REGULATION AB

      


      SECTION
        12.01 [Reserved].

      


      SECTION
        12.02 [Reserved].

      


      SECTION
        12.03 Information
        to Be Provided by the Servicer.
        The
        Servicer shall (i) within five Business Days following request by the
        Seller or the Depositor, provide to the Seller and the Depositor (or, as
        applicable, cause each Third-Party Originator and each Sub-Servicer to provide),
        in writing and in form and substance reasonably satisfactory to the Seller
        and
        the Depositor, the information and materials specified in paragraph
        (c)
        of this
        Section, and (ii) as promptly as practicable following notice to or
        discovery by the Servicer, provide to the Seller and the Depositor (in writing
        and in form and substance reasonably satisfactory to the Seller and the
        Depositor) the information specified in paragraph
        (a)
        of this
        Section.

      


      (a) If
        so
        requested by the Seller or the Depositor for the purpose of satisfying its
        reporting obligation under the Exchange Act with respect to any class of
        asset-backed securities, the Servicer shall (or shall cause each Sub-Servicer
        and Third-Party Originator to) (i) notify the Seller and the Depositor in
        writing of (A) any material litigation or governmental proceedings pending
        against the Servicer, any Sub-Servicer or any Third-Party Originator and
        (B) any
        affiliations or relationships that develop following the Closing Date between
        the Servicer, any Sub-Servicer or any Third-Party Originator (and any other
        parties identified in writing by the requesting party) with respect to the
        issuing of the Certificates, and (ii) provide to the Seller and the Depositor
        a
        description of such proceedings, affiliations or relationships.

      


      (b) As
        a
        condition to the succession to the Servicer or any Sub-Servicer as servicer
        or
        subservicer under this Agreement by any Person (i) into which the Servicer
        or
        such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed
        as a successor to the Servicer or any Sub-Servicer, the Servicer shall provide
        to the Seller and the Depositor, at least 15 calendar days prior to the
        effective date of such succession or appointment, (x) written notice to the
        Seller and the Depositor of such succession or appointment and (y) in writing
        and in form and substance reasonably satisfactory to the Seller and the
        Depositor, all information reasonably requested by the Seller or the Depositor
        in order to comply with its reporting obligation under Item 6.02 of Form
        8-K
        with respect to any class of asset-backed securities.

      



      
        
          
          

        

        
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      (c) In
        addition to such information as the Servicer, as servicer, is obligated to
        provide pursuant to other provisions of this Agreement, if so requested by
        the
        Seller or the Depositor, the Servicer shall provide such information regarding
        the performance or servicing of the Mortgage Loans as is reasonably required
        to
        facilitate preparation of distribution reports in accordance with Item 1121
        of
        Regulation AB. Such information shall be provided concurrently with the monthly
        reports otherwise required to be delivered by the Trustee pursuant to
Section
        4.02
        of this
        Agreement, commencing with the first such report due not less than ten Business
        Days following such request.

      


      SECTION
        12.04 Servicer
        Compliance Statement.
        On or
        before March 1 of each calendar year, commencing in 2007, the Servicer shall
        deliver to the Seller, the Trustee and the Depositor a statement of compliance
        addressed to the Seller and the Depositor and signed by an authorized officer
        of
        the Servicer, to the effect that (i) a review of the Servicer’s activities
        during the immediately preceding calendar year (or applicable portion thereof)
        and of its performance under this Agreement and any applicable Mortgage Loan
        Purchase Agreement during such period has been made under such officer’s
        supervision, and (ii) to the best of such officers’ knowledge, based on such
        review, the Servicer has fulfilled all of its obligations under this Agreement
        and any applicable Mortgage Loan Purchase Agreement in all material respects
        throughout such calendar year (or applicable portion thereof) or, if there
        has
        been a failure to fulfill any such obligation in any material respect,
        specifically identifying each such failure known to such officer and the
        nature
        and the status thereof.

      


      SECTION
        12.05 Report
        on Assessment of Compliance and Attestation.
        (a) On
        or before March 1 of each calendar year commencing in 2007, the Servicer
        shall:

      


      (i) deliver
        to the Seller, the Trustee and the Depositor a report (in form and substance
        reasonably satisfactory to the Seller and the Depositor) regarding the
        Servicer’s assessment of compliance with the Servicing Criteria during the
        immediately preceding calendar year, as required under Rules 13a-18 and 15d-18
        of the Exchange Act and Item 1122 of Regulation AB. Such report shall be
        addressed to the Seller and the Depositor and signed by an authorized officer
        of
        the Servicer, and shall address each of the Servicing Criteria specified
        on a
        certification substantially in the form of Exhibit
        J
        hereto
        delivered to the Seller concurrently with the execution of this
        Agreement;

      


      (ii) deliver
        to the Seller, the Trustee and the Depositor a report of a registered public
        accounting firm reasonably acceptable to the Seller and the Depositor that
        attests to, and reports on, the assessment of compliance made by the Servicer
        and delivered pursuant to the preceding paragraph. Such attestation shall
        be in
        accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
        Securities Act and the Exchange Act; immediately upon receipt of such report,
        the Servicer shall, at its own expense, furnish a copy of such report to
        the
        Trustee and each Rating Agency. Copies of such statement shall be provided
        by
        the Trustee to any Certificateholder upon request, provided that such statement
        is delivered by the Servicer to the Trustee;

      



      
        
          
          

        

        
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      (iii) cause
        each Sub-Servicer, and each Subcontractor determined by the Servicer pursuant
        to
Section
        12.06(b)
        to be
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB, to deliver to the Seller, the Trustee and the Depositor an
        assessment of compliance and accountants’ attestation as and when provided in
paragraphs
        (a)
        and
(b)
        of this
        Section; and

      


      (iv) if
        requested by the Seller or the Depositor not later than February 1 of the
        calendar year in which such certification is to be delivered, deliver to
        the
        Depositor the certification (a “Sarbanes
        Certification”)
        required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
        to
        Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed
        issuer with respect to the transactions contemplated by this Agreement, a
        certification in the form attached hereto as Exhibit
        I-1.

      


      The
        Servicer acknowledges that the Depositor may rely on the certification provided
        by the Servicer pursuant to such clause in signing a Sarbanes Certification
        and
        filing such with the Commission. Neither the Seller nor the Depositor will
        request delivery of a certification under clause
        (a)(iv)
        above
        unless the Depositor is required under the Exchange Act to file an annual
        report
        on Form 10-K with respect to an issuing entity whose asset pool includes
        Mortgage Loans.

      


      (b) Each
        assessment of compliance provided by a Sub-Servicer pursuant to Section
        12.05(a)(i)
        shall
        address each of the Servicing Criteria specified on a certification
        substantially in the form of Exhibit
        J
        hereto
        delivered to the Seller concurrently with the execution of this Agreement
        or, in
        the case of a Sub-Servicer subsequently appointed as such, on or prior to
        the
        date of such appointment. An assessment of compliance provided by a
        Subcontractor pursuant to Section
        12.05(a)(iii)
        need not
        address any elements of the Servicing Criteria other than those specified
        by the
        Servicer pursuant to Section
        12.06.

      


      SECTION
        12.06 Use
        of
        Sub-Servicers and Subcontractors.
        The
        Servicer shall not hire or otherwise utilize the services of any Sub-Servicer
        to
        fulfill any of the obligations of the Servicer as servicer under this Agreement
        unless the Servicer complies with the provisions of paragraph
        (a)
        of this
        Section. The Servicer shall not hire or otherwise utilize the services of
        any
        Subcontractor, and shall not permit any Sub-Servicer to hire or otherwise
        utilize the services of any Subcontractor, to fulfill any of the obligations
        of
        the Servicer as servicer under this Agreement unless the Servicer complies
        with
        the provisions of paragraph
        (b)
        of this
        Section.

      


      (a) It
        shall
        not be necessary for the Servicer to seek the consent of the Seller or the
        Depositor to the utilization of any Sub-Servicer. The Servicer shall cause
        any
        Sub-Servicer used by the Servicer (or by any Sub-Servicer) for the benefit
        of
        the Seller and the Depositor to comply with the provisions of this Section
        and
        with Sections
        12.03(b),
        12.04,
        12.05
        and
12.07
        of this
        Agreement to the same extent as if such Sub-Servicer were the Servicer, and
        to
        provide the information required with respect to such Sub-Servicer under
        Section
        12.03(a)
        of this
        Agreement. The Servicer shall be responsible for obtaining from each
        Sub-Servicer and delivering to the Seller and the Depositor any servicer
        compliance statement required to be delivered by such Sub-Servicer under
        Section
        12.04,
        any
        assessment of compliance and attestation required to be delivered by such
        Sub-Servicer under Section
        12.05
        and any
        certification required to be delivered to the Depositor under Section
        12.05
        as and
        when required to be delivered.

      



      
        
          
          

        

        
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      (b) It
        shall
        not be necessary for the Servicer to seek the consent of the Seller or the
        Depositor to the utilization of any Subcontractor. The Servicer shall promptly
        upon request provide to the Seller and the Depositor (or any designee of
        the
        Depositor, such as a master servicer or administrator) a written description
        (in
        form and substance satisfactory to the Seller and the Depositor) of the role
        and
        function of each Subcontractor utilized by the Servicer or any Sub-Servicer,
        specifying (i) the identity of each such Subcontractor, (ii) which (if any)
        of
        such Subcontractors are “participating in the servicing function” within the
        meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
        Criteria will be addressed in assessments of compliance provided by each
        Subcontractor identified pursuant to clause
        (ii)
        of this
        paragraph.

      


      As
        a
        condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB, the Servicer shall cause any such Subcontractor used by the
        Servicer (or by any Sub-Servicer) for the benefit of the Seller and the
        Depositor to comply with the provisions of Sections
        12.05
        and
12.07
        of this
        Agreement to the same extent as if such Subcontractor were the Servicer.
        The
        Servicer shall be responsible for obtaining from each Subcontractor and
        delivering to the Seller and the Depositor any assessment of compliance and
        attestation required to be delivered by such Subcontractor under Section
        12.05,
        in each
        case as and when required to be delivered.

      


      SECTION
        12.07 Indemnification;
        Remedies.
        (a) The
        Servicer shall indemnify the Trustee, the Depositor, the Seller, each affiliate
        of the Seller, and each of the following parties participating in the
        transactions contemplated by this Agreement: each sponsor and issuing entity;
        each Person responsible for the preparation, execution or filing of any report
        required to be filed with the Commission with respect to such transactions,
        or
        for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
        under the Exchange Act with respect to such transactions; each broker dealer
        acting as underwriter, placement agent or initial purchaser, each Person
        who
        controls any of such parties or the Depositor (within the meaning of Section
        15
        of the Securities Act and Section 20 of the Exchange Act); and the respective
        present and former directors, officers, employees and agents of each of the
        foregoing and of the Depositor, and shall hold each of them harmless from
        and
        against any losses, damages, penalties, fines, forfeitures, legal fees and
        expenses and related costs, judgments, and any other costs, fees and expenses
        that any of them may sustain arising out of or based upon:

      


      (i) (A)
        any
        untrue statement of a material fact contained or alleged to be contained
        in any
        information, report, certification, accountants’ letter or other material
        provided in written or electronic form under this Article
        XII
        by or on
        behalf of the Servicer, or provided under this Article
        XII
        by or on
        behalf of any Sub-Servicer, Subcontractor or Third-Party Originator
        (collectively, the “Servicer
        Information”),
        or
        (B) the omission or alleged omission to state in the Servicer Information a
        material fact required to be stated in the Servicer Information or necessary
        in
        order to make the statements therein, in the light of the circumstances under
        which they were made, not misleading; provided,
        by way
        of clarification, that clause
        (B)
        of this
        paragraph shall be construed solely by reference to the Servicer Information
        and
        not to any other information communicated in connection with a sale or purchase
        of securities, without regard to whether the Servicer Information or any
        portion
        thereof is presented together with or separately from such other information;
        or

      



      
        
          
          

        

        
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      (ii) any
        failure by the Servicer, any Sub-Servicer, any Subcontractor or any Third-Party
        Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Article
        XII,
        including any failure by the Servicer to identify pursuant to Section
        12.06(b)
        any
        Subcontractor “participating in the servicing function” within the meaning of
        Item 1122 of Regulation AB.

      


      In
        the
        case of any failure of performance described in clause
        (a)(ii)
        of this
        Section, the Servicer shall promptly reimburse the Seller, the Depositor,
        as
        applicable, and each Person responsible for the preparation, execution or
        filing
        of any report required to be filed with the Commission with respect to the
        transactions contemplated hereunder, or for execution of a certification
        pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with
        respect
        to the transactions contemplated by this Agreement, for all costs reasonably
        incurred by each such party in order to obtain the information, report,
        certification, accountants’ letter or other material not delivered as required
        by the Servicer, any Sub-Servicer, any Subcontractor or any Third-Party
        Originator.

      


      (b) (i)
        Any
        failure by the Servicer, any Sub-Servicer, any Subcontractor or any Third-Party
        Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Article
        XII
        shall,
        except as provided in clause
        (ii)
        of this
        paragraph, immediately and automatically, without notice or grace period,
        constitute an Event of Default with respect to the Servicer under this Agreement
        and shall entitle the Depositor, in its sole discretion, to terminate the
        rights
        and obligations of the Servicer as servicer under this Agreement without
        payment
        (notwithstanding anything in this Agreement to the contrary) of any compensation
        to the Servicer; provided
        that to
        the extent that any provision of this Agreement expressly provides for the
        survival of certain rights or obligations following termination of the Servicer
        as servicer, such provision shall be given effect.

      


      (ii) Any
        failure by the Servicer, any Sub-Servicer or any Subcontractor to deliver
        any
        information, report, certification or accountants’ letter when and as required
        under Section
        12.04
        or
12.05,
        including (except as provided below) any failure by the Servicer to identify
        pursuant to Section
        12.06(b)
        any
        Subcontractor “participating in the servicing function” within the meaning of
        Item 1122 of Regulation AB, which continues unremedied for ten calendar days
        after the date on which such information, report, certification or accountants’
letter was required to be delivered shall constitute an Event of Default
        with
        respect to the Servicer under this Agreement, and shall entitle Depositor,
        as
        applicable, in its sole discretion to terminate the rights and obligations
        of
        the Servicer as servicer under this Agreement without payment (notwithstanding
        anything in this Agreement to the contrary) of any compensation to the Servicer;
        provided
        that to
        the extent that any provision of this Agreement expressly provides for the
        survival of certain rights or obligations following termination of the Servicer
        as servicer, such provision shall be given effect.

      



      
        
          
          

        

        
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      Neither
        the Seller nor the Depositor shall be entitled to terminate the rights and
        obligations of the Servicer pursuant to this subparagraph
        (b)(ii)
        if a
        failure of the Servicer to identify a Subcontractor “participating in the
        servicing function” within the meaning of Item 1122 of Regulation AB was
        attributable solely to the role or functions of such Subcontractor with respect
        to mortgage loans other than the Mortgage Loans.

      


      (iii) The
        Servicer shall promptly reimburse the Seller (or any designee of the Seller,
        such as a master servicer) and the Depositor, as applicable, for all reasonable
        expenses incurred by the Seller (or such designee) or the Depositor, as such
        are
        incurred, in connection with the termination of the Servicer as servicer
        and the
        transfer of servicing of the Mortgage Loans to a successor servicer. The
        provisions of this paragraph shall not limit whatever rights the Seller or
        the
        Depositor may have under other provisions of this Agreement or otherwise,
        whether in equity or at law, such as an action for damages, specific performance
        or injunctive relief.

      


      ARTICLE
        XIII

      


      MISCELLANEOUS
        PROVISIONS

      


      SECTION
        13.01 Amendment.
        This
        Agreement may be amended from time to time by the Depositor, the Servicer
        and
        the Trustee without the consent of any of the Certificateholders, (i) to
        cure
        any ambiguity or defect, (ii) to correct, modify or supplement any provisions
        herein (including to give effect to the expectations of Certificateholders),
        (iii) to amend the provisions of Section
        4.06,
        (iv) to
        change the timing and/or nature of deposits into the Custodial Account or
        the
        Certificate Account or to change the name in which the Custodial Account
        is
        maintained, provided
        that (A)
        the Servicer Remittance Date shall in no event be later than the related
        Distribution Date, (B) such change shall not, as evidenced by an Opinion
        of
        Counsel, adversely affect in any material respect the interests of any
        Certificateholder and (C) such change shall not result in a reduction of
        the
        rating assigned to any Class of Certificates below the lower of the then-current
        rating or the rating assigned to such Certificates as of the Closing Date,
        as
        evidenced by a letter from each Rating Agency to such effect, (v) to modify,
        eliminate or add to any of its provisions to such extent as shall be necessary
        or desirable to maintain the qualification of any Trust REMIC created hereunder
        as a Trust REMIC at all times that any Certificate is outstanding or to avoid
        or
        minimize the risk of the imposition of any tax on the Trust Fund pursuant
        to the
        Code that would be a claim against the Trust Fund, provided
        that the
        Trustee has received an Opinion of Counsel to the effect that (A) such action
        is
        necessary or desirable to maintain such qualification or to avoid or minimize
        the risk of the imposition of any such tax and (B) such action will not
        adversely affect in any material respect the interests of any Certificateholder,
        (vi) such amendment is made to conform the terms of this Agreement to the
        terms
        described in the Prospectus dated October 4, 2006 together with the Prospectus
        Supplement dated December 14, 2006, or (vii) to make any other provisions
        with
        respect to matters or questions arising under this Agreement which shall
        not be
        inconsistent with the provisions of this Agreement, provided
        that any such action pursuant to clauses (i), (ii), (iii), (vi) or
        (vii),
        as
        evidenced by either (a) an Opinion of Counsel delivered to the Trustee
        adversely affect in any material respect the interests of any Certificateholder
        or (b) written notice to the Depositor, the Servicer and the Trustee from
        the Rating Agencies that such action will not result in the reduction or
        withdrawal of the rating of any outstanding Class of Certificates with respect
        to which it is a Rating Agency). No amendment shall be deemed to adversely
        affect in any material respect the interests of any Certificateholder who
        shall
        have consented thereto, and no Opinion of Counsel or Rating Agency confirmation
        shall be required to address the effect of any such amendment on any such
        consenting Certificateholder. Notwithstanding the foregoing, neither an Opinion
        of Counsel nor written notice to the Depositor, the Servicer and the Trustee
        from the Rating Agencies will be required in connection with an amendment
        to the
        provisions of Section
        4.06.

      



      
        
          
          

        

        
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      This
        Agreement may also be amended from time to time by the Depositor, the Servicer
        and the Trustee with the consent of the Holders of Certificates entitled
        to at
        least 66% of the Voting Rights for the purpose of adding any provisions to
        or
        changing in any manner or eliminating any of the provisions of this Agreement
        or
        of modifying in any manner the rights of the Holders of Certificates;
provided,
        however,
        that no
        such amendment shall (i) reduce in any manner the amount of, or delay the
        timing
        of, payments received on Mortgage Loans which are required to be distributed
        on
        any Certificate without the consent of the Holder of such Certificate, (ii)
        adversely affect in any material respect the interests of the Holders of
        any
        Class of Certificates (as evidenced by either (a) an Opinion of Counsel
        delivered to the Trustee or (b) written notice to the Depositor, the
        Servicer and the Trustee from the Rating Agencies that such action will not
        result in the reduction or withdrawal of the rating of any outstanding Class
        of
        Certificates with respect to which it is a Rating Agency) in a manner, other
        than as described in (i) or (iii) modify the consents required by the
        immediately preceding clauses
        (i)
        and
(ii)
        without
        the consent of the Holders of all Certificates then outstanding. Notwithstanding
        any other provision of this Agreement, for purposes of the giving or withholding
        of consents pursuant to this Section
        13.01,
        Certificates registered in the name of the Depositor or the Servicer or any
        Affiliate thereof shall be entitled to Voting Rights with respect to matters
        affecting such Certificates.

      


      Notwithstanding
        any contrary provision of this Agreement, the Trustee shall not consent to
        any
        amendment to this Agreement unless it shall have first received an Opinion
        of
        Counsel to the effect that such amendment (i) will not result in the imposition
        of any tax on any Trust REMIC pursuant to the REMIC Provisions or cause any
        Trust REMIC to fail to qualify as a REMIC at any time that any Certificates
        are
        outstanding and (ii) is authorized or permitted hereunder. Notwithstanding
        any
        of the other provisions of this Section 13.01,
        none of
        the Depositor, the Servicer or the Trustee shall enter into any amendment
        to
Section 4.07
        or
Section 4.01(a)(4)(v)
        of this
        Agreement without the prior written consent of the Swap
        Counterparty.

      


      Promptly
        after the execution of any such amendment the Trustee shall furnish a copy
        of
        such amendment to each Certificateholder and the Swap Counterparty.

      


      It
        shall
        not be necessary for the consent of Certificateholders under this Section
        13.01
        to
        approve the particular form of any proposed amendment, but it shall be
        sufficient if such consent shall approve the substance thereof. The manner
        of
        obtaining such consents and of evidencing the authorization of the execution
        thereof by Certificateholders shall be subject to such reasonable regulations
        as
        the Trustee may prescribe.

      



      
        
          
          

        

        
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      The
        cost
        of any Opinion of Counsel to be delivered pursuant to this Section
        13.01
        shall be
        borne by the Person seeking the related amendment, but in no event shall
        such
        Opinion of Counsel be an expense of the Trustee.

      


      The
        Trustee may, but shall not be obligated to enter into any amendment pursuant
        to
        this Section that affects its rights, duties and immunities under this Agreement
        or otherwise.

      


      Notwithstanding
        any of the other provisions of this Section
        13.01,
        none of
        the Depositor, the Servicer and the Trustee shall enter into any amendment
        to
Section
        3.11(b),
        Section
        4.07,
        this
Section
        13.01,
        Section
        13.09,
        or
Section
        13.14
        of this
        Agreement which would adversely affect in any material aspect the Swap
        Counterparty’s rights under this Agreement without the prior written consent of
        the Swap Counterparty, which consent shall not be unreasonably
        withheld.

      


      SECTION
        13.02 Recordation
        of Agreement; Counterparts.
        To the
        extent permitted by applicable law, this Agreement is subject to recordation
        in
        all appropriate public offices for real property records in all of the counties
        or other comparable jurisdictions in which any or all of the Mortgaged
        Properties are situated, and in any other appropriate public recording office
        or
        elsewhere. The Servicer shall effect such recordation at the Trust’s expense
        upon the request in writing of a Certificateholder, but only if such direction
        is accompanied by an Opinion of Counsel (provided at the expense of the
        Certificateholder requesting recordation) to the effect that such recordation
        would materially and beneficially affect the interests of the Certificateholders
        or is required by law.

      


      For
        the
        purpose of facilitating the recordation of this Agreement as herein provided
        and
        for other purposes, this Agreement may be executed simultaneously in any
        number
        of counterparts, each of which counterparts shall be deemed to be an original,
        and such counterparts shall constitute but one and the same
        instrument.

      


      SECTION
        13.03 Limitation
        on Rights of Certificateholders.
        The
        death or incapacity of any Certificateholder shall not operate to terminate
        this
        Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
        representative or heirs to claim an accounting or to take any action or commence
        any proceeding in any court for a petition or winding up of the Trust Fund,
        or
        otherwise affect the rights, obligations and liabilities of the parties hereto
        or any of them.

      


      No
        Certificateholder shall have any right to vote (except as provided herein)
        or in
        any manner otherwise control the operation and management of the Trust Fund,
        or
        the obligations of the parties hereto, nor shall anything herein set forth
        or
        contained in the terms of the Certificates be construed so as to constitute
        the
        Certificateholders from time to time as partners or members of an association;
        nor shall any Certificateholder be under any liability to any third party
        by
        reason of any action taken by the parties to this Agreement pursuant to any
        provision hereof.

      



      
        
          
          

        

        
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      No
        Certificateholder shall have any right by virtue or by availing itself of
        any
        provisions of this Agreement to institute any suit, action or proceeding
        in
        equity or at law upon or under or with respect to this Agreement, unless
        such
        Holder previously shall have given to the Trustee a written notice of an
        Event
        of Default and of the continuance thereof, as hereinbefore provided, the
        Holders
        of Certificates evidencing not less than 25% of the Voting Rights evidenced
        by
        the Certificates shall also have made written request to the Trustee to
        institute such action, suit or proceeding in its own name as Trustee hereunder
        and shall have offered to the Trustee such reasonable indemnity as it may
        require against the costs, expenses, and liabilities to be incurred therein
        or
        thereby, and the Trustee for 60 days after its receipt of such notice, request
        and offer of indemnity shall have neglected or refused to institute any such
        action, suit or proceeding; it being understood and intended, and being
        expressly covenanted by each Certificateholder with every other
        Certificateholder and the Trustee that no one or more Holders of Certificates
        shall have any right in any manner whatever by virtue or by availing itself
        or
        themselves of any provisions of this Agreement to affect, disturb or prejudice
        the rights of the Holders of any other of the Certificates, or to obtain
        or seek
        to obtain priority over or preference to any other such Holder or to enforce
        any
        right under this Agreement, except in the manner herein provided and for
        the
        common benefit of all Certificateholders. For the protection and enforcement
        of
        the provisions of this Section
        13.03,
        each
        and every Certificateholder, the Trustee shall be entitled to such relief
        as can
        be given either at law or in equity.

      


      SECTION
        13.04 Governing
        Law.
        THIS
        AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
        LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
        IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
        PARTIES
        HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH
        SUCH
        LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN
        SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).

      


      SECTION
        13.05 Notices.
        All
        directions, demands and notices hereunder shall be in writing and shall be
        deemed to have been duly given when received if personally delivered at or
        mailed by first class mail, postage prepaid, or by express delivery service
        or
        delivered in any other manner specified herein, to (a) in the case of the
        Depositor, Stanwich Asset Acceptance Company, L.L.C., Seven Greenwich Office
        Park, 599 West Putnam Avenue, Greenwich, Connecticut 06830, Attention:
        President, or such other address or telecopy number as may hereafter be
        furnished to the Servicer and the Trustee in writing by the Depositor, (b)
        in
        the case of the Servicer, 18400 Von Karman, Suite 1000, Irvine, California
        92612, Attention: Kevin Cloyd (telecopy number: (949) 440-7033), or such
        other
        address or telecopy number as may hereafter be furnished to the Trustee and
        the
        Depositor in writing by the Servicer and (c) in the case of the Trustee,
        at its
        Corporate Trust Office in Columbia, Maryland, or such other address or telecopy
        number as may hereafter be furnished to the Servicer, the and the Depositor
        in
        writing by the Trustee. Any notice required or permitted to be given to a
        Certificateholder shall be given by first class mail, postage prepaid, at
        the
        address of such Holder as shown in the Certificate Register. Any notice so
        mailed within the time prescribed in this Agreement shall be conclusively
        presumed to have been duly given when mailed, whether or not the
        Certificateholder receives such notice. A copy of any notice required to
        be
        telecopied hereunder also shall be mailed to the appropriate party in the
        manner
        set forth above.

      



      
        
          
          

        

        
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      SECTION
        13.06 Severability
        of Provisions.
        If any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever held invalid, then such covenants,
        agreements, provisions or terms shall be deemed severable from the remaining
        covenants, agreements, provisions or terms of this Agreement and shall in
        no way
        affect the validity or enforceability of the other provisions of this Agreement
        or of the Certificates or the rights of the Holders thereof.

      


      SECTION
        13.07 Notice
        to Rating Agencies.
        The
        Trustee shall use its best efforts promptly to provide notice to the Rating
        Agencies with respect to each of the following of which it has actual
        knowledge:

      


      Any
        material change or amendment to this Agreement;

      


      The
        occurrence of any Servicer Event of Default that has not been cured or
        waived;

      


      The
        resignation or termination of the Servicer or the Trustee;

      


      The
        repurchase or substitution of Mortgage Loans pursuant to or as contemplated
        by
Section 2.03;

      


      The
        final
        payment to the Holders of any Class of Certificates;

      


      Any
        change in the location of the Custodial Account or the Certificate Account;
        and

      


      Any
        event
        that would result in the inability of the Trustee, as successor servicer,
        to
        make advances regarding delinquent Mortgage Loans.

      


      In
        addition, the Trustee shall make available to each Rating Agency copies of
        each
        report to Certificateholders described in Section
        4.02
        and the
        Servicer shall promptly furnish to each Rating Agency copies of the
        following:

      


      Each
        annual statement as to compliance described in Section
        12.05(i);
        and

      


      Each
        annual independent public accountants’ servicing report described in
Section
        12.05(ii).

      


      Any
        such
        notice pursuant to this Section
        13.07
        shall be
        in writing and shall be deemed to have been duly given if personally delivered
        at or mailed by first class mail, postage prepaid, or by express delivery
        service to Fitch Ratings, One State Street Plaza, New, York, New York 10004,
        facsimile number: (212) 344-1986; Moody’s Investors Service, Inc., 99 Church
        Street, New York, New York 10007 and to Standard & Poor’s Ratings Services,
        a division of the McGraw-Hill Companies, Inc., 55 Water Street, New York,
        New
        York 10007 or such other addresses as the Rating Agencies may designate in
        writing to the parties hereto.

      


      SECTION
        13.08 Article
        and Section References.
        All
        article and section references used in this Agreement, unless otherwise
        provided, are to articles and sections in this Agreement.

      



      
        
          
          

        

        
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      SECTION
        13.09 Grant
        of Security Interest.
        It is
        the express intent of the parties hereto that the conveyance of the Mortgage
        Loans by the Depositor to the Trustee, be, and be construed as, a sale of
        the
        Mortgage Loans by the Depositor and not a pledge of the Mortgage Loans to
        secure
        a debt or other obligation of the Depositor. However, in the event that,
        notwithstanding the aforementioned intent of the parties, the Mortgage Loans
        are
        held to be property of the Depositor, then, (a) it is the express intent
        of the
        parties that such conveyance be deemed a pledge of the Mortgage Loans by
        the
        Depositor to the Trustee to secure a debt or other obligation of the Depositor
        and (b) (1) this Agreement shall also be deemed to be a security agreement
        within the meaning of Articles 8 and 9 of the Uniform Commercial Code as
        in
        effect from time to time in the State of New York; (2) the conveyance provided
        for in Section
        2.01
        hereof
        shall be deemed to be a grant by the Depositor to the Trustee of a security
        interest in all of the Depositor’s right, title and interest in and to (i) such
        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 and Prepayment Charges related thereto as from time to time are
        subject
        to this Agreement, together with the Mortgage Files relating thereto, and
        together with all collections thereon and proceeds thereof; (ii) any REO
        Property, together with all collections thereon and proceeds thereof; (iii)
        the
        Depositor’s rights with respect to the Mortgage Loans under all insurance
        policies required to be maintained pursuant to this Agreement and any proceeds
        thereof; (iv) the Depositor’s rights under the Mortgage Loan Purchase Agreement
        (including any security interest created thereby); (v) the Custodial Account
        (other than any amounts representing any Servicer Prepayment Charge Payment
        Amount), the Certificate Account (other than any amounts representing any
        Servicer Prepayment Charge Payment Amount) and any REO Account, and such
        assets
        that are deposited therein from time to time and any investments thereof,
        together with any and all income, proceeds and payments with respect thereto;
        and (vi) the Swap Account and all amounts payable pursuant to the Swap
        Agreement in accordance with the terms thereof; (3) the obligations secured
        by
        such security agreement shall be deemed to be all of the Depositor’s obligations
        under this Agreement, including the obligation to provide to the
        Certificateholders the benefits of this Agreement relating to the Mortgage
        Loans
        and the Trust Fund and to provide the Swap Counterparty the benefit of
Section 4.07
        and
4.01(a)(4)(v);
        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 Trustee for the
        purpose
        of perfecting such security interest under applicable law. Accordingly, the
        Depositor hereby grants to the Trustee a security interest in the Mortgage
        Loans
        and all other property described in clause
        (2)
        of the
preceding
        sentence,
        for the
        purpose of securing to the Trustee the performance by the Depositor of the
        obligations described in clause
        (3)
        of the
preceding
        sentence.
        Notwithstanding the foregoing, the parties hereto intend the conveyance pursuant
        to Section
        2.01
        to be a
        true, absolute and unconditional sale of the Mortgage Loans and assets
        constituting the Trust Fund by the Depositor to the Trustee.

      


      SECTION
        13.10 Intention
        of Parties.
        It is
        the express intent of the parties hereto that the conveyance of the Mortgage
        Notes, Mortgages, assignments of Mortgages, title insurance policies and
        any
        modifications, extensions and/or assumption agreements and private mortgage
        insurance policies relating to the Mortgage Loans by the Seller to the
        Depositor, and by the Depositor to the Trustee be, and be construed as, an
        absolute sale thereof to the Depositor or the Trustee, as applicable. It
        is,
        further, not the intention of the parties that such conveyance be deemed
        a
        pledge thereof by the Seller to the Depositor, or by the Depositor to the
        Trustee. However, in the event that, notwithstanding the intent of the parties,
        such assets are held to be the property of the Seller or the Depositor, as
        applicable, or if for any other reason the Mortgage Loan Purchase Agreement
        or
        this Agreement is held or deemed to create a security interest in such assets,
        then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each
        be
        deemed to be a security agreement within the meaning of the Uniform Commercial
        Code of the State of New York and (ii) the conveyance provided for in the
        Mortgage Loan Purchase Agreement from the Seller to the Depositor, and the
        conveyance provided for in this Agreement from the Depositor to the Trustee,
        shall be deemed to be an assignment and a grant by the Seller or the Depositor,
        as applicable, for the benefit of the Certificateholders, of a security interest
        in all of the assets that constitute the Trust Fund, whether now owned or
        hereafter acquired.

      



      
        
          
          

        

        
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      The
        Depositor for the benefit of the Certificateholders 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
        assets
        of the Trust Fund, 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 the Agreement.

      


      SECTION
        13.11 Assignment.
        Notwithstanding anything to the contrary contained herein, except as provided
        pursuant to Section
        6.02,
        this
        Agreement may not be assigned by the Servicer or the Depositor.

      


      SECTION
        13.12 Inspection
        and Audit Rights.
        The
        Servicer agrees that, on reasonable prior notice, it will permit any
        representative of the Depositor or the Trustee during the Servicer’s normal
        business hours, to examine all the books of account, records, reports and
        other
        papers of the Servicer relating to the Mortgage Loans, to make copies and
        extracts therefrom, to cause such books to be audited by independent certified
        public accountants selected by the Depositor or the Trustee and to discuss
        its
        affairs, finances and accounts relating to such Mortgage Loans with its
        officers, employees and independent public accountants (and by this provision
        the Servicer hereby authorizes such accountants to discuss with such
        representative such affairs, finances and accounts), all at such reasonable
        times and as often as may be reasonably requested. Any out-of-pocket expense
        incident to the exercise by the Depositor or the Trustee of any right under
        this
Section
        13.12
        shall be
        borne by the party requesting such inspection, subject to such party’s right to
        reimbursement hereunder (in the case of the Trustee, pursuant to Section
        8.05
        hereof).

      


      SECTION
        13.13 Certificates
        Nonassessable and Fully Paid.
        It is
        the intention of the Depositor that Certificateholders shall not be personally
        liable for obligations of the Trust Fund, that the interests in the Trust
        Fund
        represented by the Certificates shall be nonassessable for any reason
        whatsoever, and that the Certificates, upon due authentication thereof by
        the
        Trustee pursuant to this Agreement, are and shall be deemed fully
        paid.

      


      SECTION
        13.14 Third-Party
        Beneficiaries.
        The
        Swap Counterparty is an express third-party beneficiary of this Agreement,
        and
        shall have the right to enforce the provisions of this Agreement.

      



      
        
          
          

        

        
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      SECTION
        13.15 Perfection
        Representations.
        The
        Perfection Representations shall be a part of this Agreement for all
        purposes.

      


      SECTION
        13.16 Notice
        to Holder of Class CE Certificate.
        Upon
        actual knowledge by a Servicing Officer of an event which constitutes a Servicer
        Event of Default under Section
        7.01
        of this
        Agreement or gives rise to an indemnity claim under Sections
        3.25,
        8.05(b),
        10.03(b)
        or
14.02(g)
        of this
        Agreement, such Servicing Officer shall promptly (but in no event later than
        two
        Business Days following such knowledge) provide written notice to the Holder
        of
        the Class CE Certificate of such event.

      


      ARTICLE
        XIV

      


      RIGHTS
        OF
        THE CLASS CE CERTIFICATEHOLDER

      


      SECTION
        14.01 Reports
        and Notices.
        (a) In
        connection with the performance of its duties under this Agreement relating
        to,
        among other things, the collection of Mortgage Loans, the Servicer shall
        provide
        to the Class CE Certificateholder the following notices and reports in a
        timely
        manner and using the same methodology and calculations used in its standard
        servicing reports to the Trustee. The Servicer shall send all such notices
        and
        reports to the Class CE Certificateholder in electronic format unless otherwise
        specified herein or agreed to in writing by the Class CE
        Certificateholder.

      


      (i) The
        Servicer shall, within ten Business Days after each Distribution Date,
        commencing in January 2007, provide to the Class CE Certificateholder a report
        of each Mortgage Loan in the Trust Fund, indicating the information contained
        in
Exhibit
        L
        for the
        Due Period relating to such Distribution Date and to the extent such information
        is reasonably available to the Servicer.

      


      (ii) Within
        ten Business Days after each Distribution Date commencing in January 2007,
        the
        Servicer shall provide the Class CE Certificateholder with a report listing
        each
        Mortgage Loan that has liquidated or paid off. Such report shall specify,
        if
        applicable and to the extent the information is reasonably available to the
        Servicer: (a) mortgage loan number; (b) outstanding Stated Principal
        Balance of the mortgage loan upon its liquidation; (c) Realized Loss or gain;
        (d) Liquidation Proceeds; (e) payoff date; (f) Prepayment Charges
        collected.

      


      (iii) Where
        applicable, the Servicer shall provide the Class CE Certificateholder with
        copies of all primary mortgage insurance claims filed, as well as the actual
        amount paid in respect of any claim. Copies of any primary mortgage insurance
        claims will be provided to the Class CE Certificateholder within ten Business
        Days of their filing with the mortgage insurance company.

      


      (iv) The
        Servicer shall provide the Class CE Certificateholder with a copy of the
        monthly
        reporting to the Trustee, and of any notice submitted to the Trustee regarding
        a
        loan modification. Such notice shall be provided to the Class CE
        Certificateholder simultaneous with its delivery to the Trustee.

      



      
        
          
          

        

        
          150

          
            

          

        

        
          
          

        

      


      (v) On
        a
        monthly basis, the Servicer shall provide the Class CE Certificateholder
        with a
        delinquency report detailing at a minimum the percentages of 30-day, 60-day
        and
        90-day delinquencies in the Servicer’s total portfolio that move into
        foreclosure and the percentage of foreclosed loans the Servicer’s total
        portfolio that remain in foreclosure.

      


      (vi) The
        Servicer shall provide the Class CE Certificateholder with written notice
        at
        least five Business Days in advance of the Servicer’s intention to (i) institute
        foreclosure proceedings, (ii) accept a Short Pay-off, (iii) make any
        modification pursuant to Section
        3.07
        material
        to the terms of the Mortgage Loan, or (iii) obtain a deed-in-lieu of foreclosure
        in respect of any Mortgaged Property.

      


      (b) The
        Servicer shall make its servicing personnel available during their normal
        business hours to respond to reasonable inquiries, either orally or in writing
        by facsimile transmission, express mail, or electronic mail, transmitted
        by the
        Class CE Certificateholder in connection with any Mortgage Loan identified
        in a
        report under subsection
        14.01(a)(i)
        through
        (iv) which has been given to the Class CE Certificateholder; provided that
        the
        Servicer shall only be required to provide information that is reasonably
        accessible to its servicing personnel.

      


      (c) If
        reasonably requested by the Class CE Certificateholder, the Servicer shall
        make
        available to the Class CE Certificateholder access to the underwriting files
        for
        defaulted Mortgage Loans, in original, photocopied or imaged form, to the
        extent
        such files have been provided to the Servicer. The Class CE Certificateholder
        agrees to protect the confidentiality of the documents and information contained
        in underwriting files from all parties other than the Depositor and Trustee,
        and
        agrees not to remove, mark or destroy any of the documents contained
        therein.

      


      (d) With
        respect to all Mortgage Loans which are serviced at any time by the Servicer
        through a Sub-Servicer which has been approved by the Class CE Certificateholder
        pursuant to the next succeeding sentence, the Servicer shall be entitled
        to rely
        for all purposes hereunder, including for purposes of fulfilling its reporting
        obligations under this Section
        14.01,
        on the
        accuracy and completeness of any information provided to it by the applicable
        subservicer. The Servicer shall not allow any Mortgage Loan to be serviced
        by a
        Sub-Servicer without the prior written consent of such Sub-Servicer by the
        Class
        CE Certificateholder.

      


      (e) The
        Servicer shall permit the Class CE Certificateholder to conduct an on-site
        review and evaluation of the Servicer’s operations as they relate to the
        Mortgage Loans no more than annually, unless circumstances warrant special
        review. Such review and evaluation will be conducted upon at least 30 days
        written notice to the Servicer by the Class CE Certificateholder, and shall
        be
        conducted at the Class CE Certificateholder’s expense. The review is intended to
        benefit the Servicer, as well as to assist the Class CE Certificateholder
        in
        adjusting its monitoring approach to fit the default procedures in place.
        The
        Class CE Certificateholder will conduct such review and evaluation during
        normal
        business hours and use its best efforts to cause the least practicable
        interruption to the Servicer’s business. During the course of the on-site
        evaluation, the Servicer will make available to the Class CE Certificateholder
        access to the Servicer’s policies and procedures regarding the management and
        liquidation of defaulted Mortgage Loans. The written findings of such review
        and
        evaluation will be presented to the Servicer for review and comment. Other
        than
        a comfort letter to the Depositor summarizing the review and evaluation of
        the
        Servicer, the Class CE Certificateholder will not divulge the written findings
        of such review to any party without the prior written consent of the
        Servicer.

      



      
        
          
          

        

        
          151

          
            

          

        

        
          
          

        

      


      SECTION
        14.02 Class
        CE Certificateholder’s Directions With Respect to Defaulted Mortgage
        Loans.
        (a) All
        parties to this Agreement acknowledge that the Class CE Certificateholder’s
        advice is made in the form of directions, and that the Class CE
        Certificateholder has the right to direct the Servicer in performing its
        duties
        under this Agreement. The Servicer must accept such advice, subject to the
        duties of the Servicer set forth in this Agreement.

      


      (b) The
        Class
        CE Certificateholder may provide the Servicer with advice regarding the
        management of specific defaulted Mortgage Loans. Such advice may be made
        in
        writing, in the form of electronic mail. The advice provided to the Servicer
        may
        be based on observations made in conjunction with the data provided pursuant
        to
        the Section
        14.01
        of this
        Agreement, or in conjunction with the Class CE Certificateholder’s periodic
        review of the Servicer’s operations. The advice may include comparable analysis
        of the performance of the Mortgage Loans in the Trust Fund with similar mortgage
        loans serviced by other mortgage loan servicers. Such advice also may take
        the
        form of benchmark comparisons that identify and interpret the Servicer’s
        strengths and weaknesses relative to similar, unidentified servicers in the
        industry.

      


      (c) In
        all
        cases where the Class CE Certificateholder makes directions to the Servicer,
        the
        Class CE Certificateholder will protect the confidentiality of the Servicer
        and
        other servicers in the industry whose work is monitored by the Class CE
        Certificateholder. Under no circumstances will the Class CE Certificateholder
        divulge any materials confidential of the Servicer, whether a party to this
        Agreement or not, or the details of any Servicer’s proprietary system or
        approaches.

      


      (d) All
        advice offered to the Servicer by the Class CE Certificateholder will be
        kept
        confidential by the Class CE Certificateholder, except as disclosed as a
        finding
        in the Class CE Certificateholder’s review and evaluation of the Servicer, as
        discussed in Section
        13.01(e),
        or in
        reports to the Depositor.

      


      (e) The
        Servicer’s obligations under this Article
        XIV
        shall
        terminate upon the termination of the Trust Fund pursuant to Section
        9.01.

      


      (f) Neither
        the Servicer nor the Class CE Certificateholder nor any of their respective
        directors, officers, employees or agents shall be under any liability for
        any
        action taken or for refraining from the taking of any action in good faith
        pursuant to this Article
        XIV
        or for
        errors in judgment; provided,
        however,
        that
        this provision shall not protect the Servicer or the Class CE Certificateholder
        or any such Person against any liability which would otherwise be imposed
        by
        reason of willful malfeasance or bad faith. The Servicer and the Class CE
        Certificateholder and any director, officer, employee or agent thereof may
        rely
        in good faith on any document of any kind prima facie properly executed and
        submitted by any Person respecting any matters arising hereunder.

      



      
        
          
          

        

        
          152

          
            

          

        

        
          
          

        

      


      (g) The
        Servicer or the Class CE Certificateholder, as applicable, (“Indemnitor”)
        shall
        indemnify, defend and hold harmless the other (“Indemnitee”)
        and
        its officers, directors, agents and employees from and against all claims,
        losses, expenses, fees (including attorneys’ and expert witnesses’ fees), costs
        and judgments involving the rights and obligations of this Article XIV
        that may
        be asserted against Indemnitee (a) that result from the acts or omissions
        of the
        Indemnitor (including, without limitation, any advice or directions provided
        pursuant to this Section
        14.02),
        or (b)
        result from third party claims of intellectual property
        infringement.

      


      (h) The
        Class
        CE Certificateholder agrees that all information supplied by or on behalf
        of the
        Servicer shall be used by the Class CE Certificateholder only for the benefit
        of
        the Certificateholders of the Trust Fund. Notwithstanding anything to the
        contrary in this Agreement, the Class CE Certificateholder shall be entitled
        to
        retain all records or other information supplied to Class CE Certificateholder
        pursuant to this Agreement.

      


      [Signatures
        follow]

      


      



      
        
          
          

        

        
          153

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused
        their
        names to be signed hereto by their respective officers thereunto duly
        authorized, in each case as of the day and year first above
        written.

      


      STANWICH
        ASSET ACCEPTANCE COMPANY L.L.C., as Depositor

      


       

      By: 
        /s/
        Bruce M. Rose
Name:
        Bruce M. Rose
Title:
        President

       

       

      NEW
        CENTURY MORTGAGE CORPORATION,


      as
        Servicer

       

      


      By: 
        /s/
        Kevin Cloyd
Name:
        Kevin Cloyd
Title:
        Executive Vice President

       

       

      WELLS
        FARGO BANK, N.A., as Trustee

       

      


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

      



      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF CONNECTICUT

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF FAIRFIELD 

              	
                )

              


      

       

      On
        the
        14th
        day of
        December, 2006, before me, a notary public in and for said State, personally
        appeared Bruce M. Rose, known to me to be President of Stanwich Asset Acceptance
        Company, L.L.C., one of the entities that executed the within instrument,
        and
        also known to me to be the person who executed it on behalf of said entity,
        and
        acknowledged to me that such entity executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      /s/
        Katherine Miller 

      Notary
        Public

      [Notarial
        Seal]

       

      Katharine
        Miller

      NOTARY
        PUBLIC

      My
        Commission Expires 6/30/2010

       


      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF CALIFORNIA

              	)
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF ORANGE

              	)


      

       

      On
        the
        14th
        day of
        December 2006, before me, a notary public in and for said State, personally
        appeared Kevin Cloyd, known to me to be a Executive Vice President of New
        Century Mortgage Corporation, one of the entities that executed the within
        instrument, and also known to me to be the person who executed it on behalf
        of
        said entity, and acknowledged to me that such entity executed the within
        instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      /s/
        Tiffany A. Nelson

      Notary
        Public

      [Notarial
        Seal]

       

      Tiffany
        A. Nelson

      Commision
        #1604560

      Notary
        Public-California

      Orange
        County

      My
        Comm.
        Expires Sep 5, 2009

       


      
        
          
          

        

        
          S-3

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF MARYLAND

              	)
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF HOWARD

              	)


      

       

      On
        the
        19th day of December 2006, before me, a notary public in and for said State,
        personally appeared Darron
        C.
        Woodus, known to me to be a Assistant Vice President of
        Wells
        Fargo Bank, N.A., one of the corporations that executed the within instrument,
        and also known to me to be the person who executed it on behalf of such
        corporation, and acknowledged to me that such corporation executed the within
        instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      /s/
        Graham M. Oglesby

      Notary
        Public

      [Notarial
        Seal]

       

      Graham
        M.
        Oglesby

      NOTARY
        PUBLIC

      Baltimore
        City

      Maryland

      My
        Commission Expires January 7 2009


      
        
          
          

        

        
          S-4

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A-1 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    


    
      	
              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007

               

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the
                Class A-1 Certificates as of the Closing Date:
                [
                _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ][
                ]144531 DZ 0

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

       

    

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one-
      to
      four-family, adjustable-rate and fixed-rate, interest-only, balloon and
      fully-amortizing, first lien and second lien closed-end, subprime mortgage
      loans
      (the
“Mortgage Loans”) formed and sold by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-1 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-1 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-1
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-1-2

          
            

          

        

        
          
          

        

         

      

    

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee, and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Seciton 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan,
      unless
      the beneficial owner of this Certificate or any interest therein represents
      that
      its acquisition and holding of this Certificate or any interest therein is
      eligible for exemptive relief under one or more of the following exemptions:
      Prohibited Transaction Class Exemption (“PTCE”)
      96-23
      (for transactions effected by “in-house asset managers”; PTCE 95-60 (for
      transactions by insurance company general accounts); PTCE 91-38, (for
      transactions by bank collective investment funds); PTCE 90-1 (for transactions
      by insurance company pooled separate accounts); PTCE 84-14
      (for transactions effected by “qualified professional asset managers”)
      (collectively, the “Investor Exemptions”); and Section 408(b)(17) of ERISA (for
      transactions between a Plan and a person or an entity that is a party in
      interest to such Plan (other than a party in interest that is a fiduciary,
      or
      its affiliate, that has or exercises discretionary authority or control or
      renders investment advice with respect to the assets of the Plan involved in
      the
      transaction) solely by reason of providing services to the Plan, but only if
      the
      Plan pays no more, or receives no less, than adequate consideration) (the
“Service Provider Exemption”).

    
      


      
        
          
          

        

        
          A-1-3

          
            

          

        

        
          
          

        

         

      

    

    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) it has acquired and is holding this Certificate
      in reliance on the Service Provider Exemption or one or more of the Investor
      Exemptions and it understands that there are certain conditions to the
      availability of the Service Provider Exemption and the Investor
      Exemptions.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner.
Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of
      Section 5.02(c) of the Agreement shall indemnify and hold harmless the
      Depositor, the Servicer, the Trustee and the Trust Fund from and against any
      and
      all liabilities, claims, costs or expenses incurred by those parties as a result
      of that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    
      


      
        
          
          

        

        
          A-1-4

          
            

          

        

        
          
          

        

         

      

    

    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    


    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-1-5

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-1-6

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        A-1-7

        
          

        

      

      
        
        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

      


      
        
          
          

        

        
          A-1-8

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-2

    


    FORM
      OF
      CLASS A-2 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    


    
      	
              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class A-2 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-2-1

        
          

        

      

      
        
        

      

       

    

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-2 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-2
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-2-2

          
            

          

        

        
          
          

        

         

      

    

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee, and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan,
      unless
      the beneficial owner of this Certificate or any interest therein represents
      that
      its acquisition and holding of this Certificate or any interest therein is
      eligible for exemptive relief under one or more of the following exemptions:
      Prohibited Transaction Class Exemption (“PTCE”)
      96-23
      (for transactions effected by “in-house asset managers”; PTCE 95-60 (for
      transactions by insurance company general accounts); PTCE 91-38, (for
      transactions by bank collective investment funds); PTCE 90-1 (for transactions
      by insurance company pooled separate accounts); PTCE 84-14
      (for transactions effected by “qualified professional asset managers”)
      (collectively, the “Investor Exemptions”); and Section 408(b)(17) of ERISA (for
      transactions between a Plan and a person or an entity that is a party in
      interest to such Plan (other than a party in interest that is a fiduciary,
      or
      its affiliate, that has or exercises discretionary authority or control or
      renders investment advice with respect to the assets of the Plan involved in
      the
      transaction) solely by reason of providing services to the Plan, but only if
      the
      Plan pays no more, or receives no less, than adequate consideration) (the
“Service Provider Exemption”).

    
      


      
        
          
          

        

        
          A-2-3

          
            

          

        

        
          
          

        

         

      

    

    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) it has acquired and is holding this Certificate
      in reliance on the Service Provider Exemption or one or more of the Investor
      Exemptions and it understands that there are certain conditions to the
      availability of the Service Provider Exemption and the Investor
      Exemptions

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of
      Section 5.02(c) of the Agreement shall indemnify and hold harmless the
      Depositor, the Servicer, the Trustee and the Trust Fund from and against any
      and
      all liabilities, claims, costs or expenses incurred by those parties as a result
      of that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    
      


      
        
          
          

        

        
          A-2-4

          
            

          

        

        
          
          

        

         

      

    

    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    


    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-2-5

          
            

          

        

        
          
          

        

         

      

    

    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-2-6

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _________________________________________________________________

    _________________________________________________________________

    _________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-2-7

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        To
          __________________________________________________________________________,
          

        for
          the
          account of ______________________________________________________________,
          

        account
          number___________, or, if mailed by check, to
          __________________________________

        Applicable
          statements should be mailed to, , 

        _____________________________________________________________________________,
          

        This
          information is provided by____________________________________________________,
          

        the
          assignee named above, or _____________________________________________________,
          

        as
          its
          agent.

         

        
          
            
            

          

          
            A-2-8

            
              

            

          

          
            
            

          

        

      

    

    


    EXHIBIT
      A-3

    


    FORM
      OF
      CLASS A-3 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    


    
      	
              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class A-3 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-3-1

        
          

        

      

      
        
        

      

       

    

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-3 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-3 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-3
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-3-2

          
            

          

        

        
          
          

        

         

      

    

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee, and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan.
      Each
      beneficial owner of this Certificate or any interest therein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this Certificate
      or
      any interest therein, that it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan.

    
      


      
        
          
          

        

        
          A-3-3

          
            

          

        

        
          
          

        

         

      

    

    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) (1) it is an insurance company, (2) the source
      of
      funds used to acquire or hold this Certificate or any interest therein is an
      “insurance company general account,” as such term is defined in Prohibited
      Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
      I and III of PTCE 95-60 have been satisfied.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    
      


      
        
          
          

        

        
          A-3-4

          
            

          

        

        
          
          

        

         

      

    

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-3-5

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-3-6

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      
        
        

      

      
        A-3-7

        
          

        

      

      
        
        

      

    

     

    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


    

      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

       

      
        
          
          

        

        
          A-3-8

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-4

    


    FORM
      OF
      CLASS A-4 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    


    
      	
              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class A-4 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-4-1

        
          

        

      

      
        
        

      

    

     

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-4 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-4 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-4
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    


    
      
        
        

      

      
        A-4-2

        
          

        

      

      
        
        

      

       

    

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee, and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan.
      Each
      beneficial owner of this Certificate or any interest therein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this Certificate
      or
      any interest therein, that it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan.

    
      


      
        
          
          

        

        
          A-4-3

          
            

          

        

        
          
          

        

         

      

    

    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) (1) it is an insurance company, (2) the source
      of
      funds used to acquire or hold this Certificate or any interest therein is an
      “insurance company general account,” as such term is defined in Prohibited
      Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
      I and III of PTCE 95-60 have been satisfied.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    
      


      
        
          
          

        

        
          A-4-4

          
            

          

        

        
          
          

        

         

      

    

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-4-5

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-4-6

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        A-4-7

        
          

        

      

      
        
        

      

       

      DISTRIBUTION
        INSTRUCTIONS

    

    


    The
      assignee should include the following for purposes of distribution:


     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

    

    


    
      
        
        

      

      
        A-4-8

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      A-5

    


    FORM
      OF
      CLASS A-5 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    


    
      	
              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class A-5 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-5-1

        
          

        

      

      
        
        

      

       

    

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-5 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-5 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-5
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-5-2

          
            

          

        

        
          
          

        

         

      

    

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee, and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan.
      Each
      beneficial owner of this Certificate or any interest therein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this Certificate
      or
      any interest therein, that it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan.

    
      


      
        
          
          

        

        
          A-5-3

          
            

          

        

        
          
          

        

         

      

    

    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) (1) it is an insurance company, (2) the source
      of
      funds used to acquire or hold this Certificate or any interest therein is an
      “insurance company general account,” as such term is defined in Prohibited
      Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
      I and III of PTCE 95-60 have been satisfied.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    
      


      
        
          
          

        

        
          A-5-4

          
            

          

        

        
          
          

        

         

      

    

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-5-5

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-5-6

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        A-5-7

        
          

        

      

      
        
        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

       

      
        
          
          

        

        
          A-5-8

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-6

    


    FORM
      OF
      CLASS M-1 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED
      IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

    
      	
               

              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
               

              Aggregate
                Certificate Principal Balance of the Class M-1 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-6-1

        
          

        

      

      
        
        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-1 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-1 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-1
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    


    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    
      


      
        
          
          

        

        
          A-6-2

          
            

          

        

        
          
          

        

      

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

    

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan.
      Each
      beneficial owner of this Certificate or any interest therein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this Certificate
      or
      any interest therein, that it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan.

    
      


      
        
          
          

        

        
          A-6-3

          
            

          

        

        
          
          

        

      

       

      After
        the
        termination of the swap agreement in [_________], each beneficial owner of
        this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) (1) it is an insurance company, (2) the source
        of
        funds used to acquire or hold this Certificate or any interest therein is
        an
“insurance company general account,” as such term is defined in Prohibited
        Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
        I and III of PTCE 95-60 have been satisfied.

    

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    
      


      
        
          
          

        

        
          A-6-4

          
            

          

        

        
          
          

        

      

       



    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-6-5

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-6-6

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-6-7

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

       

      
        
          
          

        

        
          A-6-8

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-7

    


    FORM
      OF
      CLASS M-2 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

    
      	
               

              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
               

              Aggregate
                Certificate Principal Balance of the Class M-2 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-7-1

        
          

        

      

      
        
        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-2 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-2 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-2
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-7-2

          
            

          

        

        
          
          

        

      



    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan.
      Each
      beneficial owner of this Certificate or any interest therein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this Certificate
      or
      any interest therein, that it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan.

    
      


      
        
          
          

        

        
          A-7-3

          
            

          

        

        
          
          

        

      



    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) (1) it is an insurance company, (2) the source
      of
      funds used to acquire or hold this Certificate or any interest therein is an
      “insurance company general account,” as such term is defined in Prohibited
      Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
      I and III of PTCE 95-60 have been satisfied.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    
      


      
        
          
          

        

        
          A-7-4

          
            

          

        

        
          
          

        

      



    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-7-5

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-7-6

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-7-7

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

       

      
        
          
          

        

        
          A-7-8

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-8

    


    FORM
      OF
      CLASS M-3 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

    
      	
               

              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
               

              Aggregate
                Certificate Principal Balance of the Class M-3 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-8-1

        
          

        

      

      
        
        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-3 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-3 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-3
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-8-2

          
            

          

        

        
          
          

        

      



    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan.
      Each
      beneficial owner of this Certificate or any interest therein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this Certificate
      or
      any interest therein, that it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan.

    
      


      
        
          
          

        

        
          A-8-3

          
            

          

        

        
          
          

        

      



    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) (1) it is an insurance company, (2) the source
      of
      funds used to acquire or hold this Certificate or any interest therein is an
      “insurance company general account,” as such term is defined in Prohibited
      Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
      I and III of PTCE 95-60 have been satisfied.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    
      


      
        
          
          

        

        
          A-8-4

          
            

          

        

        
          
          

        

      



    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-8-5

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-8-6

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-8-7

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

       

      
        
          
          

        

        
          A-8-8

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-9

    


    FORM
      OF
      CLASS M-4 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

    
      	
               

              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
               

              Aggregate
                Certificate Principal Balance of the Class M-4 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-9-1

        
          

        

      

      
        
        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-4 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-4 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-4
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-9-2

          
            

          

        

        
          
          

        

      



    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan.
      Each
      beneficial owner of this Certificate or any interest therein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this Certificate
      or
      any interest therein, that it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan.

    
      


      
        
          
          

        

        
          A-9-3

          
            

          

        

        
          
          

        

      



    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) (1) it is an insurance company, (2) the source
      of
      funds used to acquire or hold this Certificate or any interest therein is an
      “insurance company general account,” as such term is defined in Prohibited
      Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
      I and III of PTCE 95-60 have been satisfied.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    
      


      
        
          
          

        

        
          A-9-4

          
            

          

        

        
          
          

        

      



    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-9-5

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-9-6

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-9-7

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

    

     

    
      
        
        

      

      
        A-9-8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-10

    


    FORM
      OF
      CLASS M-5 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE
      CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

    
      	
               

              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
               

              Aggregate
                Certificate Principal Balance of the Class M-5 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-10-1

        
          

        

      

      
        
        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-5 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-5 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-5
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-10-2

          
            

          

        

        
          
          

        

      



    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan.
      Each
      beneficial owner of this Certificate or any interest therein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this Certificate
      or
      any interest therein, that it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan.

    
      


      
        
          
          

        

        
          A-10-3

          
            

          

        

        
          
          

        

      



    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) (1) it is an insurance company, (2) the source
      of
      funds used to acquire or hold this Certificate or any interest therein is an
      “insurance company general account,” as such term is defined in Prohibited
      Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
      I and III of PTCE 95-60 have been satisfied.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    


    
      
        
        

      

      
        A-10-4

        
          

        

      

      
        
        

      

    

    


    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-10-5

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-10-6

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-10-7

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:

    
      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

       

      
        
          
          

        

        
          A-10-8

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-11

    


    FORM
      OF
      CLASS M-6 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN
      THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

    
      	
               

              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
               

              Aggregate
                Certificate Principal Balance of the Class M-6 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-11-1

        
          

        

      

      
        
        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-6 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-6 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-6
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-11-2

          
            

          

        

        
          
          

        

      



    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan.
      Each
      beneficial owner of this Certificate or any interest therein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this Certificate
      or
      any interest therein, that it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan.

    
      


      
        
          
          

        

        
          A-11-3

          
            

          

        

        
          
          

        

      



    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) (1) it is an insurance company, (2) the source
      of
      funds used to acquire or hold this Certificate or any interest therein is an
      “insurance company general account,” as such term is defined in Prohibited
      Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
      I and III of PTCE 95-60 have been satisfied.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    
      


      
        
          
          

        

        
          A-11-4

          
            

          

        

        
          
          

        

      



    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-11-5

          
            

          

        

        
          
          

        

      



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-11-6

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-11-7

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


    
      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

      
         

        
          
            
            

          

          
            A-11-8

            
              

            

          

          
            
            

          

        

      

    

     

    EXHIBIT
      A-12

    


    FORM
      OF
      CLASS M-7 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE M-6 CERTIFICATES TO THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

    
      	
               

              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
               

              Aggregate
                Certificate Principal Balance of the Class M-7 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-12-1

        
          

        

      

      
        
        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-7 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-7 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-7
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-12-2

          
            

          

        

        
          
          

        

         

      

    

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan.
      Each
      beneficial owner of this Certificate or any interest therein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this Certificate
      or
      any interest therein, that it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan.

    
      


      
        
          
          

        

        
          A-12-3

          
            

          

        

        
          
          

        

      



    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) (1) it is an insurance company, (2) the source
      of
      funds used to acquire or hold this Certificate or any interest therein is an
      “insurance company general account,” as such term is defined in Prohibited
      Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
      I and III of PTCE 95-60 have been satisfied.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    
      


      
        
          
          

        

        
          A-12-4

          
            

          

        

        
          
          

        

      



    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-12-5

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-12-6

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-12-7

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


    
      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

       

      
        
          
          

        

        
          A-12-8

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-13

    


    FORM
      OF
      CLASS M-8 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND
      THE
      CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

    


    
      
        
        

      

      
        A-13-1

        
          

        

      

      
        
        

      

    

    
      	
               

              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
               

              Aggregate
                Certificate Principal Balance of the Class M-8 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    
      


      
        
          
          

        

        
          A-13-2

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-8 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-8 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-8
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-13-3

          
            

          

        

        
          
          

        

      



    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan.
      Each
      beneficial owner of this Certificate or any interest therein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this Certificate
      or
      any interest therein, that it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan.

    
      


      
        
          
          

        

        
          A-13-4

          
            

          

        

        
          
          



      

    

    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) (1) it is an insurance company, (2) the source
      of
      funds used to acquire or hold this Certificate or any interest therein is an
      “insurance company general account,” as such term is defined in Prohibited
      Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
      I and III of PTCE 95-60 have been satisfied.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    
      


      
        
          
          

        

        
          A-13-5

          
            

          

        

        
          
          



      

    

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-13-6

          
            

          

        

        
          
          

        

         

      

    

    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-13-7

          
            

          

        

        
          
          

        

         

      

    

    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-13-8

          
            

          

        

        
          
          

        

         

      

    

    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


    
      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

       

      
        
          
          

        

        
          A-13-9

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-14

    


    FORM
      OF
      CLASS M-9 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES AND CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN
      THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

    


    
      
        
        

      

      
        A-14-1

        
          

        

      

      
        
        

      

    

    
      	
               

              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
               

              Aggregate
                Certificate Principal Balance of the Class M-9 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    
      


      
        
          
          

        

        
          A-14-2

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-9 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-9 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-9
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-14-3

          
            

          

        

        
          
          

        

      



    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan.
      Each
      beneficial owner of this Certificate or any interest therein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this Certificate
      or
      any interest therein, that it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan.

    
      


      
        
          
          

        

        
          A-14-4

          
            

          

        

        
          
          

        

      



    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) (1) it is an insurance company, (2) the source
      of
      funds used to acquire or hold this Certificate or any interest therein is an
      “insurance company general account,” as such term is defined in Prohibited
      Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
      I and III of PTCE 95-60 have been satisfied.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    
      


      
        
          
          

        

        
          A-14-5

          
            

          

        

        
          
          

        

      



    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    


    
      
        
        

      

      
        A-14-6

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-14-7

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-14-8

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


    
      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

       

      
        
          
          

        

        
          A-14-9

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-15

    


    FORM
      OF
      CLASS M-10 CERTIFICATE

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

    


    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    
      
        
        

      

      
        A-15-1

        
          

        

      

      
        
        

      

    

    
      	
               

              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
               

              Aggregate
                Certificate Principal Balance of the Class M-10 Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

              CUSIP:
                [ ________ ] [ ] [ ]

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    
       

      
        
          
          

        

        
          A-15-2

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-10 Certificates as of the Closing
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-10 Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
      Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-10
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
       

      
        
          
          

        

        
          A-15-3

          
            

          

        

        
          
          

        

      



    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) the related Formula Rate for such Distribution Date and
      (ii) the related Net WAC Pass-Through Rate for such Distribution
      Date.

    


    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Trustee shall require receipt of written certifications from the Holder of
      the
      Certificate desiring to effect the transfer, and from such Holder’s prospective
      transferee, substantially in the forms attached to the Agreement as Exhibit
      F-1.
      None of
      the Depositor or the Trustee is obligated to register or qualify the Class
      of
      Certificates specified on the face hereof under the 1933 Act or any other
      securities law or to take any action not otherwise required under the Agreement
      to permit the transfer of such Certificates without registration or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Depositor and the Servicer
      against any liability that may result if the transfer is not so exempt or is
      not
      made in accordance with such federal and state laws.

    


    Until
      the
      swap agreement terminates in [_________], this Certificate or any interest
      therein may not be purchased by or transferred to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
      of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan.
      Each
      beneficial owner of this Certificate or any interest therein shall be deemed
      to
      have represented, by virtue of its acquisition or holding of this Certificate
      or
      any interest therein, that it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan.

    
       

      
        
          
          

        

        
          A-15-4

          
            

          

        

        
          
          

        

      



    After
      the
      termination of the swap agreement in [_________], each beneficial owner of
      this
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition or holding of this Certificate or any interest
      therein, that either (A) it is not a Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring this Certificate
      with “plan assets” of a Plan, (B) it has acquired and is holding this
      Certificate in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and this Certificate is so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) (1) it is an insurance company, (2) the source
      of
      funds used to acquire or hold this Certificate or any interest therein is an
      “insurance company general account,” as such term is defined in Prohibited
      Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
      I and III of PTCE 95-60 have been satisfied.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    
      
        
        

      

      
        A-15-5

        
          

        

      

      
        
        

      

    

    


    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
       

      
        
          
          

        

        
          A-15-6

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    
      
        
          
          

        

        
          A-15-7

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
       

      
        
          
          

        

        
          A-15-8

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


    
      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

       

      
        
          
          

        

        
          A-15-9

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-16

    


    FORM
      OF
      CLASS CE CERTIFICATE

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, AND THE MEZZANINE
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

    


    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

    


    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

    
      	
               

              Carrington
                Mortgage Loan Trust,

              Series:
                2006-NC5

               

              Pass-Through
                Rate: Variable

               

              Cut-off
                Date: December 1, 2006

               

              Date
                of Pooling and Servicing Agreement: December 1, 2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

               

              Aggregate
                Notional Amount of the Class

               

              CE
                Certificates as of the Closing Date: 

               

              [
                _____________ ]

               

              Notional
                Amount: [ _____________ ]

            	
               

              Aggregate
                Certificate Principal Balance of the Class CE Certificates as of
                the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

               

            


    

     

    
      
        
        

      

      
        A-16-1

        
          

        

      

      
        
        

      

    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-16-2

        
          

        

      

      
        
        

      

    

     

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Wells Fargo Bank, N.A., as Indenture Trustee under the Indenture,
      dated December [___], 2006, relating to the Carrington NIM Trust 2006-NC5 Notes,
      is the registered owner of a Percentage Interest (obtained by dividing the
      denomination of this Certificate by the aggregate Certificate Principal Balance
      of the Class CE Certificates as of the Closing Date) in that certain beneficial
      ownership interest evidenced by all the Class CE Certificates in REMIC II
      created pursuant to a Pooling and Servicing Agreement, dated as specified above
      (the “Agreement”), among Stanwich Asset Acceptance Company, L.L.C. (hereinafter
      called the “Depositor,” which term includes any successor entity under the
      Agreement), the Servicer and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class CE
      Certificates on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-16-3

          
            

          

        

        
          
          

        

      



    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Trustee shall require receipt of (i) if such transfer is purportedly being
      made
      in reliance upon Rule 144A under the 1933 Act, written certifications from
      the
      Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit
      F-1,
      and
      (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
      transfer may be made without such registration or qualification (which Opinion
      of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
      Trustee or the Servicer in their respective capacities as such), together with
      copies of the written certification(s) of the Holder of the Certificate desiring
      to effect the transfer and/or such Holder’s prospective transferee upon which
      such Opinion of Counsel is based. None of the Depositor or the Trustee is
      obligated to register or qualify the Class of Certificates specified on the
      face
      hereof under the 1933 Act or any other securities law or to take any action
      not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Depositor and the Servicer against any liability that may result
      if
      the transfer is not so exempt or is not made in accordance with such federal
      and
      state laws.

    
      


      
        
          
          

        

        
          A-16-4

          
            

          

        

        
          
          

        

      



    No
      purchase or transfer of this Certificate or any interest therein shall be made
      to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of
      any of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan, as certified by such
      beneficial owner in the form of Exhibit
      G
      to the
      Agreement, unless the beneficial owner provides
      the Trustee with an Opinion of Counsel acceptable to and in form and substance
      satisfactory to the Depositor, the Trustee and the Servicer to the effect that
      the purchase and holding of this Certificate is permissible under applicable
      law, will not constitute or result in any non-exempt prohibited transaction
      under Section 406 of ERISA or Section 4975 of the Code (or comparable provisions
      of any subsequent enactments) and will not subject the Depositor, the Servicer,
      the Trustee or the Trust Fund to any obligation or liability (including
      obligations or liabilities under ERISA or Section 4975 of the Code) in addition
      to those undertaken in the Agreement, which Opinion of Counsel shall not be
      an
      expense of the Depositor, the Servicer, the Trustee or the Trust
      Fund.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    
      


      
        
          
          

        

        
          A-16-5

          
            

          

        

        
          
          

        

      



    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    


    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-16-6

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-16-7

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-16-8

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


    
      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

       

      
        
          
          

        

        
          A-16-9

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-17

    


    FORM
      OF
      CLASS P CERTIFICATE

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

    


    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

    


    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Carrington
                Mortgage Loan Trust,

              Series:
                2006-NC5

               

              Cut-off
                Date and date of Pooling and Servicing Agreement: December 1,
                2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.
                1

            	
              Aggregate
                Certificate Principal Balance of the Class P Certificates as of the
                Closing Date: [ _____________ ]

               

              Denomination:
                [ _____________ ]

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-17-1

        
          

        

      

      
        
        

      

       

    

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Wells Fargo Bank, N.A., as Indenture Trustee under the Indenture,
      dated December [___], 2006, relating to the Carrington NIM Trust 2006-NC5 Notes,
      is the registered owner of a Percentage Interest (obtained by dividing the
      denomination of this Certificate by the aggregate Certificate Principal Balance
      of the Class P Certificates as of the Closing Date) in that certain beneficial
      ownership interest evidenced by all the Class P Certificates in REMIC II created
      pursuant to a Pooling and Servicing Agreement, dated as specified above (the
      “Agreement”), among Stanwich Asset Acceptance Company, L.L.C. (hereinafter
      called the “Depositor,” which term includes any successor entity under the
      Agreement), the Servicer and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class P Certificates
      on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-17-2

          
            

          

        

        
          
          

        



    

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Trustee shall require receipt of (i) if such transfer is purportedly being
      made
      in reliance upon Rule 144A under the 1933 Act, written certifications from
      the
      Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit
      F-1,
      and
      (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
      transfer may be made without such registration or qualification (which Opinion
      of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
      Trustee or the Servicer in their respective capacities as such), together with
      copies of the written certification(s) of the Holder of the Certificate desiring
      to effect the transfer and/or such Holder’s prospective transferee upon which
      such Opinion of Counsel is based. None of the Depositor or the Trustee is
      obligated to register or qualify the Class of Certificates specified on the
      face
      hereof under the 1933 Act or any other securities law or to take any action
      not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Depositor and the Servicer against any liability that may result
      if
      the transfer is not so exempt or is not made in accordance with such federal
      and
      state laws.

    
      


      
        
          
          

        

        
          A-17-3

          
            

          

        

        
          
          

        



    

    No
      purchase or transfer of this Certificate or any interest therein shall be made
      to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of
      any of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan, as certified by such
      beneficial owner in the form of Exhibit
      G
      to the
      Agreement, unless the beneficial owner provides
      the Trustee with an Opinion of Counsel acceptable to and in form and substance
      satisfactory to the Depositor, the Trustee and the Servicer to the effect that
      the purchase and holding of this Certificate is permissible under applicable
      law, will not constitute or result in any non-exempt prohibited transaction
      under Section 406 of ERISA or Section 4975 of the Code (or comparable provisions
      of any subsequent enactments) and will not subject the Depositor, the Servicer,
      the Trustee or the Trust Fund to any obligation or liability (including
      obligations or liabilities under ERISA or Section 4975 of the Code) in addition
      to those undertaken in the Agreement, which Opinion of Counsel shall not be
      an
      expense of the Depositor, the Servicer, the Trustee or the Trust
      Fund.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    
      


      
        
          
          

        

        
          A-17-4

          
            

          

        

        
          
          

        



    

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    


    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    


    
      
        
        

      

      
        A-17-5

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-17-6

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-17-7

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


    
      


      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

    

    



    
      
        
        

      

      
        A-17-8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-18

    


    FORM
      OF
      CLASS R-I CERTIFICATE

    


    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986 (THE “CODE”).

    


    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

    


    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

    


    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

    


    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH
      TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
      OR
      POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
      ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
      ANY
      ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
      THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
      ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
      ANY
      ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
      DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
      TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
      ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
      OR
      COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
      CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
      NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
      SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
      OR
      AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
      TO BE
      OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
      TO BE
      A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
      THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
      CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
      DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
      OF
      THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-18-1

        
          

        

      

      
        
        

      

    

    


    
      	
              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Cut-off
                Date and date of Pooling and Servicing Agreement: December 1,
                2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.1
                

            	
              Aggregate
                Percentage Interest of the Class R Certificates as of the Closing
                Date:
                100.00%

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

            


    

    


    
      
        
        

      

      
        A-18-2

        
          

        

      

      
        
        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Greenwich Residual Venture, LLC is the registered owner of a
      Percentage Interest (as specified above) in that certain beneficial ownership
      interest evidenced by all the Certificates of the Class to which this
      Certificate belongs created pursuant to a Pooling and Servicing Agreement,
      dated
      as specified above (the “Agreement”), among Stanwich Asset Acceptance Company,
      L.L.C. (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement), the Servicer and the Trustee, a summary of certain
      of the pertinent provisions of which is set forth hereafter. To the extent
      not
      defined herein, the capitalized terms used herein have the meanings assigned
      in
      the Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of the acceptance hereof assents and by which such
      Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class R Certificates
      on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    
      


      
        
          
          

        

        
          A-18-3

          
            

          

        

        
          
          

        

      

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof.

    

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer and the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Trustee shall require receipt of (i) if such transfer is purportedly being
      made
      in reliance upon Rule 144A under the 1933 Act, written certifications from
      the
      Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit
      F-1,
      and
      (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
      transfer may be made without such registration or qualification (which Opinion
      of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
      Trustee or the Servicer in their respective capacities as such), together with
      copies of the written certification(s) of the Holder of the Certificate desiring
      to effect the transfer and/or such Holder’s prospective transferee upon which
      such Opinion of Counsel is based. None of the Depositor or the Trustee is
      obligated to register or qualify the Class of Certificates specified on the
      face
      hereof under the 1933 Act or any other securities law or to take any action
      not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Depositor and the Servicer against any liability that may result
      if
      the transfer is not so exempt or is not made in accordance with such federal
      and
      state laws.

    
      


      
        
          
          

        

        
          A-18-4

          
            

          

        

        
          
          

        

      

       

      No
        purchase or transfer of this Certificate or any interest therein shall be
        made
        to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of
        any of
        the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan, as certified by such
        beneficial owner in the form of Exhibit
        G
        to the
        Agreement, unless the beneficial owner provides
        the Trustee with an Opinion of Counsel acceptable to and in form and substance
        satisfactory to the Depositor, the Trustee and the Servicer to the effect
        that
        the purchase and holding of this Certificate is permissible under applicable
        law, will not constitute or result in any non-exempt prohibited transaction
        under Section 406 of ERISA or Section 4975 of the Code (or comparable provisions
        of any subsequent enactments) and will not subject the Depositor, the Servicer,
        the Trustee or the Trust Fund to any obligation or liability (including
        obligations or liabilities under ERISA or Section 4975 of the Code) in addition
        to those undertaken in the Agreement, which Opinion of Counsel shall not
        be an
        expense of the Depositor, the Servicer, the Trustee or the Trust
        Fund.

    

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Trustee (i) an affidavit to the effect
      that such transferee is any Person other than a Disqualified Organization or
      the
      agent (including a broker, nominee or middleman) of a Disqualified Organization,
      and (ii) a certificate that acknowledges that (A) the Class R Certificates
      have
      been designated as a residual interest in a REMIC, (B) it will include in its
      income a pro
      rata share
      of
      the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) of a Disqualified Organization, such registration shall
      be
      deemed to be of no legal force or effect whatsoever and such Person shall not
      be
      deemed to be a Certificateholder for any purpose, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

    
      


      
        
          
          

        

        
          A-18-5

          
            

          

        

        
          
          

        

      

       

      The
        Holder of this Certificate, by its acceptance hereof, shall be deemed to
        have
        consented to the provisions of Section 5.02 of the Agreement and to any
        amendment of the Agreement deemed necessary by counsel of the Depositor to
        ensure that the transfer of this Certificate to any Person other than a
        Permitted Transferee or any other Person will not cause the Trust Fund to
        cease
        to qualify as a REMIC or cause the imposition of a tax upon the
        REMIC.

    

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    


    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-18-6

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-18-7

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-18-8

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

       

      
        
          
          

        

        
          A-18-9

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-19

    


    FORM
      OF
      CLASS R-II CERTIFICATE

    


    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986 (THE “CODE”).

    


    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

    


    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

    


    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

    


    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH
      TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
      OR
      POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
      ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
      ANY
      ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
      THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
      ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
      ANY
      ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
      DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
      TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
      ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
      OR
      COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
      CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
      NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
      SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
      OR
      AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
      TO BE
      OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
      TO BE
      A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
      THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
      CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
      DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
      OF
      THIS CERTIFICATE.

    


    
      
        
        

      

      
        A-19-1

        
          

        

      

      
        
        

      

    

    
      	
               

              Carrington
                Mortgage Loan Trust,

              Series
                2006-NC5

               

              Cut-off
                Date and date of Pooling and Servicing Agreement: December 1,
                2006

               

              First
                Distribution Date: January 25, 2007 

               

              No.1
                

            	
               

              Aggregate
                Percentage Interest of the Class R Certificates as of the Closing
                Date:
                100.00%

               

              Servicer:
                New Century Mortgage Corporation

               

              Trustee:
                Wells Fargo Bank, N.A.

               

              Closing
                Date: December 19, 2006

            


    

    


    
      
        
        

      

      
        A-19-2

        
          

        

      

      
        
        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of one- to four-family, adjustable-rate and
      fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
      lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
      by

    


    STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

    


    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
      ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
      GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that Greenwich Residual Venture, LLC is the registered owner of a
      Percentage Interest (as specified above) in that certain beneficial ownership
      interest evidenced by all the Certificates of the Class to which this
      Certificate belongs created pursuant to a Pooling and Servicing Agreement,
      dated
      as specified above (the “Agreement”), among Stanwich Asset Acceptance Company,
      L.L.C. (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement), the Servicer and the Trustee, a summary of certain
      of the pertinent provisions of which is set forth hereafter. To the extent
      not
      defined herein, the capitalized terms used herein have the meanings assigned
      in
      the Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of the acceptance hereof assents and by which such
      Holder is bound.

    


    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class R Certificates
      on such Distribution Date pursuant to the Agreement.

    


    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trustee by wire transfer in immediately available
      funds to the account of the Person entitled thereto if such Person shall have
      so
      notified the Trustee in writing at least five Business Days prior to the Record
      Date immediately prior to such Distribution Date or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose as provided in the Agreement.

    


    
      
        
        

      

      
        A-19-3

        
          

        

      

      
        
        

      

       

    

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof.

    


    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Account and the Certificate Account may be made from time to time
      for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer and the Trustee and the rights of the Certificateholders under the
      Agreement at any time by the Depositor, the Servicer and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee as provided in the Agreement, duly endorsed
      by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trustee duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations evidencing the same aggregate Percentage Interest will be issued
      to the designated transferee or transferees.

    


    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Trustee shall require receipt of (i) if such transfer is purportedly being
      made
      in reliance upon Rule 144A under the 1933 Act, written certifications from
      the
      Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit
      F-1,
      and
      (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
      transfer may be made without such registration or qualification (which Opinion
      of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
      Trustee or the Servicer in their respective capacities as such), together with
      copies of the written certification(s) of the Holder of the Certificate desiring
      to effect the transfer and/or such Holder’s prospective transferee upon which
      such Opinion of Counsel is based. None of the Depositor or the Trustee is
      obligated to register or qualify the Class of Certificates specified on the
      face
      hereof under the 1933 Act or any other securities law or to take any action
      not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Depositor and the Servicer against any liability that may result
      if
      the transfer is not so exempt or is not made in accordance with such federal
      and
      state laws.

    
      


      
        
          
          

        

        
          A-19-4

          
            

          

        

        
          
          

        



    

    No
      purchase or transfer of this Certificate or any interest therein shall be made
      to an
      “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within
      the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of
      any of the foregoing (a “Plan”), any
      Person acting, directly or indirectly, on behalf of any such Plan or any Person
      acquiring this Certificate with “plan assets” of a Plan, as certified by such
      beneficial owner in the form of Exhibit
      G
      to the
      Agreement, unless the beneficial owner provides
      the Trustee with an Opinion of Counsel acceptable to and in form and substance
      satisfactory to the Depositor, the Trustee and the Servicer to the effect that
      the purchase and holding of this Certificate is permissible under applicable
      law, will not constitute or result in any non-exempt prohibited transaction
      under Section 406 of ERISA or Section 4975 of the Code (or comparable provisions
      of any subsequent enactments) and will not subject the Depositor, the Servicer,
      the Trustee or the Trust Fund to any obligation or liability (including
      obligations or liabilities under ERISA or Section 4975 of the Code) in addition
      to those undertaken in the Agreement, which Opinion of Counsel shall not be
      an
      expense of the Depositor, the Servicer, the Trustee or the Trust
      Fund.

    


    If
      this
      Certificate or any interest therein is acquired or held in violation of the
      provisions of Section 5.02(c) of the Agreement, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of this Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any this Certificate
      or any interest therein was effected in violation of the provisions of Section
      5.02(c) of the Agreement shall indemnify and hold harmless the Depositor, the
      Servicer, the Trustee and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

    


    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

    


    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Trustee (i) an affidavit to the effect
      that such transferee is any Person other than a Disqualified Organization or
      the
      agent (including a broker, nominee or middleman) of a Disqualified Organization,
      and (ii) a certificate that acknowledges that (A) the Class R Certificates
      have
      been designated as a residual interest in a REMIC, (B) it will include in its
      income a pro
      rata share
      of
      the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) of a Disqualified Organization, such registration shall
      be
      deemed to be of no legal force or effect whatsoever and such Person shall not
      be
      deemed to be a Certificateholder for any purpose, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

    
      


      
        
          
          

        

        
          A-19-5

          
            

          

        

        
          
          

        



    

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 5.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause the Trust Fund to cease
      to qualify as a REMIC or cause the imposition of a tax upon the
      REMIC.

    


    The
      Depositor, the Servicer, the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC
      I
      and (ii) the purchase by the party designated in the Agreement at a price
      determined as provided in the Agreement from REMIC I of all the Mortgage Loans
      and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans at the time of purchase being less than 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

    


    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    
      


      
        
          
          

        

        
          A-19-6

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    Dated:
      December [___], 2006

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    
      


      
        
          
          

        

        
          A-19-7

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations: 

    
      	
               

              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
              Custodian

            
	 	 	 	
              (Cust)     (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              under
                Uniform Gifts

            
	 	 	 	
              to
                Minors Act

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if 

            	 	 
	 	
              survivorship
                and not as

            	 	
              (State)

            
	 	
              tenants
                in common

            	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________

    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    


    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:
      ______________________________________________________________________________

    _____________________________________________________________________________.

    


    Dated:

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      


      
        
          
          

        

        
          A-19-8

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the following for purposes of distribution:


     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      To
        __________________________________________________________________________,
        

      for
        the
        account of ______________________________________________________________,
        

      account
        number___________, or, if mailed by check, to
        __________________________________

      Applicable
        statements should be mailed to, , 

      _____________________________________________________________________________,
        

      This
        information is provided by____________________________________________________,
        

      the
        assignee named above, or _____________________________________________________,
        

      as
        its
        agent.

       

      
        
          
          

        

        
          A-19-9

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      B

     

    [Reserved]

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      C-1

     

    FORM
      OF
      TRUST RECEIPT AND INITIAL CERTIFICATION

     

    [DATE]

    


    
      	
              Stanwich
                Asset Acceptance Company, L.L.C.

              Seven
                Greenwich Office Park

              599
                West Putnam Avenue

              Greenwich,
                CT 06830

            	 
	
              Carrington
                Securities, LP

              Seven
                Greenwich Office Park

              599
                West Putnam Avenue

              Greenwich,
                CT 06830

            	 


    

     

    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement, dated as of December 1, 2006, among Wells
                Fargo
                Bank, N.A., as Trustee, New Century Mortgage Corporation, as Servicer
                and
                Stanwich Asset Acceptance Company, L.L.C. as
                Depositor

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with the provisions of Section 2.02 of the above-referenced Pooling
      and Servicing Agreement, the undersigned, as the Trustee, hereby certifies
      that
      it is holding the Mortgage Loans identified on the schedule attached hereto
      for
      the exclusive benefit of the Certificateholders pursuant to the terms and
      conditions of the Pooling and Servicing Agreement, and it has received a
      Mortgage Loan File with respect to each such Mortgage Loan (other than any
      Mortgage Loan specifically identified on the exception report attached hereto)
      and that with respect to each such Mortgage Loan: (i)
      all
      documents constituting part of such Mortgage Loan File required to be delivered
      to it pursuant to the Pooling and Servicing Agreement are in its possession,
      (ii) such documents have been reviewed by the Trustee and appear regular on
      their face and relate to such Mortgage Loan and (iii) based on the Trustee’s
      examination and only as to the foregoing, the information set forth in the
      Mortgage Loan Schedule that corresponds to items (i), (iii) and (xvi) of the
      definition of “Mortgage Loan Schedule” in the Pooling and Servicing Agreement
      accurately reflects information set forth in the Mortgage Loan File. The Trustee
      hereby confirms that it is holding each such Mortgage File for the exclusive
      use
      and benefit of the Certificateholders pursuant to the terms of the Pooling
      and
      Servicing Agreement.

     

    Capitalized
      terms used herein shall have the meaning ascribed to them in Appendix A of
      the
      Pooling and Servicing Agreement.

     

    
      
        
        

      

      
        C-1-1

        
          

        

      

      
        
        

      

    

    WELLS
      FARGO BANK, N.A., Trustee

     

    By:
      ___________________________

    Name:

    Title:

    


    
      
        
        

      

      
        C-1-2

        
          

        

      

      
        
        

      

    

    EXHIBIT
      C-2

     

    FORM
      OF
      FINAL TRUST RECEIPT

     

    [DATE]

    


    
      	
              Stanwich
                Asset Acceptance Company, L.L.C.

              Seven
                Greenwich Office Park

              599
                West Putnam Avenue

              Greenwich,
                CT 06830

            	 
	
              Carrington
                Securities, LP

              Seven
                Greenwich Office Park

              599
                West Putnam Avenue

              Greenwich,
                CT 06830

            	 


    

     

    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement, dated as of December 1, 2006, among Wells
                Fargo
                Bank, N.A., as Trustee, New Century Mortgage Corporation, as Servicer
                and
                Stanwich Asset Acceptance Company L.L.C., as
                Depositor

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance
      with the provisions of Section 2.02 of the above-referenced Pooling and
      Servicing Agreement, the undersigned, as the Trustee, hereby certifies that
      as
      to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any
      Mortgage Loan paid in full or any Mortgage Loan listed on the attachment hereto)
      it has reviewed the Mortgage Loan Files and has determined that (i) all
      documents required to be delivered to it pursuant to Sections 2.01(i), (ii),
      (iii), (iv), (v) and (vi) of the Pooling and Servicing Agreement are in its
      possession; (ii) such documents have been reviewed by it and appear regular
      on
      their face and relate to such Mortgage Loan; (iii) based
      on
      the Trustee’s examination and only as to the foregoing, the information set
      forth in the Mortgage Loan Schedule that corresponds to items (i), (iii) and
      (xvi) of the definition of “Mortgage Loan Schedule” in the Pooling and Servicing
      Agreement accurately reflects information set forth in the Mortgage Loan File;
      and
      (iv)
      each Mortgage Note has been endorsed as provided in Section 2.02 of the Pooling
      and Servicing Agreement and each Mortgage has been assigned in accordance with
      Section 2.02 of the Pooling and Servicing Agreement. The Trustee makes no
      representations as to (i) the validity, legality, enforceability, sufficiency,
      recordability, due authorization or genuineness of any of the documents
      contained in each Mortgage Loan File or of any of the Mortgage Loans or (ii)
      the
      collectability, insurability, perfection, priority, effectiveness or suitability
      of any such Mortgage Loan.

     

    The
      Trustee hereby confirms that it is holding each such Mortgage Loan File for
      the
      exclusive use and benefit, and subject to the sole direction, of the
      Certificateholders pursuant to the terms and conditions of the Pooling and
      Servicing Agreement.

     

    Capitalized
      terms used herein shall have the meaning ascribed to them in Appendix A of
      the
      Pooling and Servicing Agreement.

     

    
      
        
        

      

      
        C-2-1

        
          

        

      

      
        
        

      

    

    WELLS
      FARGO BANK, N.A., Trustee

     

    By:
      ___________________________

    Name:

    Title:

     

    
      
        
        

      

      
        C-2-2

        
          

        

      

      
        
        

      

    

    EXHIBIT
      D

     

    FORM
      OF
      MORTGAGE LOAN PURCHASE AGREEMENT

     

    [To
      be
      attached]

    


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      E

     

    REQUEST
      FOR RELEASE

     

    (for
      Trustee/Custodian)

     

    
      	
              Loan
                Information

            	 	 
	 	 	 	 
	 	
              Name
                of Mortgagor:

            	 	 
	 	 	 	 
	 	
              Master
                Servicer

            	 	 
	 	
              Loan
                No.: 

            	 	 
	 	 	 	 
	
              Trustee/Custodian

            	 	 
	 	 	 	 
	 	
              Name:
                

            	 	 
	 	 	 	 
	 	
              Address:

            	 	 
	 	 	 	 
	 	 	 	 
	 	
              Trustee/Custodian

            	 	 
	 	
              Mortgage
                File No.:

            	 	 
	 	 	 	 
	
              Trustee

            	 	 
	 	 	 	 
	 	
              Name:

            	 	 
	 	 	 	 
	 	
              Address:

            	 	 
	 	 	 	 
	 	 	 	 
	
              Depositor

            	 	 
	 	 	 	 
	 	
              Name:

            	
              STANWICH
                ASSET ACCEPTANCE COMPANY, L.L.C.

            
	 	 	 	 
	 	
              Address:

            	 	 
	 	 	 	 
	 	 	 	 
	 	
              Certificates:
                

            	
              Carrington
                Mortgage Loan Trust, Series 2006-NC5 Asset-Backed Pass-Through
                Certificates

            	 


    

    


    The
      undersigned Servicer hereby acknowledges that it has received from
      _______________________, as Trustee for the Holders of Carrington Mortgage
      Loan
      Trust, Series 2006-NC5 Asset-Backed Pass-Through Certificates the documents
      referred to below (the “Documents”). All capitalized terms not otherwise defined
      in this Request for Release shall have the meanings given them in the Pooling
      and Servicing Agreement, dated as of December 1, 2006, among the Trustee, the
      Depositor and the Servicer (the “Pooling and Servicing Agreement”).

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

    (  )
      Promissory Note dated _______________, 20__, in the original principal sum
      of
      $__________, made by _____________________, payable to, or endorsed to the
      order
      of, the Trustee.

     

    ( 
)
      Mortgage recorded on _________________________ as instrument no.
      ____________________ in the County Recorder’s Office of the County of
      _________________, State of __________________ in book/reel/docket
      _________________ of official records at page/image _____________.

     

    (   
       )
      Deed of
      Trust recorded on ___________________ as instrument no. ________________ in
      the
      County Recorder’s Office of the County of _________________, State of
      ____________________ in book/reel/docket _________________ of official records
      at page/image ______________.

     

    (   
       )
      Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
      ___________________ as instrument no. _________ in the County Recorder’s Office
      of the County of _______________, State of _______________________ in
      book/reel/docket ____________ of official records at page/image
      ____________.

     

    (   
        )
      Other
      documents, including any amendments, assignments or other assumptions of the
      Mortgage Note or Mortgage.

     

    (  ) _____________________________________________

     

    ( 
) _____________________________________________

     

    (  
         ) _____________________________________________

     

    (  
         ) _____________________________________________

     

    The
      undersigned Servicer hereby acknowledges and agrees as follows:

     

    (1)
      The
      Servicer shall hold and retain possession of the Documents in trust for the
      benefit of the Trustee, solely for the purposes provided in the
      Agreement.

     

    (2)
      The
      Servicer shall not cause or permit the Documents to become subject to, or
      encumbered by, any claim, liens, security interest, charges, writs of attachment
      or other impositions nor shall the Servicer assert or seek to assert any claims
      or rights of setoff to or against the Documents or any proceeds
      thereof.

     

    (3)
      The
      Servicer shall return each and every Document previously requested from the
      Mortgage File to the Trustee when the need therefor no longer exists, unless
      the
      Mortgage Loan relating to the Documents has been liquidated and the proceeds
      thereof have been remitted to the Custodial Account and except as expressly
      provided in the Agreement.

     

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    

    (4)
      The
      Documents and any proceeds thereof, including any proceeds of proceeds, coming
      into the possession or control of the Servicer shall at all times be earmarked
      for the account of the Trustee, and the Servicer shall keep the Documents and
      any proceeds separate and distinct from all other property in the Servicer’s
      possession, custody or control.

     

    Dated:

     

    


    
      	 	
              NEW
                CENTURY MORTGAGE CORPORATION

            
	 	 
	 	 
	 	 
	 	
              By:
                

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    

    EXHIBIT
      F-1

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, N.A.

    Sixth
      and
      Marquette

    Minneapolis,
      MN 55749-0113

    Attention:
      Corporate Trust Services - Carrington Mortgage Loan Trust, 2006-NC5

    


    


    
      	 	
              Re:

            	
              Carrington
                Mortgage Loan Trust, Series 2006-NC5 Asset-Backed Pass-Through
                Certificates, Class ___, representing a ___% Class Percentage
                Interest

            
	 	 	 


    

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ________________ (the “Transferor”) to
      ________________ (the “Transferee”) of the captioned mortgage pass-through
      certificates (the “Certificates”), the Transferor hereby certifies as
      follows:

     

    Neither
      the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      (e)
      has taken any other action, that (in the case of each of subclauses (a) through
      (e) above) would constitute a distribution of the Certificates under the
      Securities Act of 1933, as amended (the “1933 Act”), or would render the
      disposition of any Certificate a violation of Section 5 of the 1933 Act or
      any
      state securities law or would require registration or qualification pursuant
      thereto. The Transferor will not act, nor has it authorized or will it authorize
      any person to act, in any manner set forth in the foregoing sentence with
      respect to any Certificate. The Transferor will not sell or otherwise transfer
      any of the Certificates, except in compliance with the provisions of that
      certain Pooling and Servicing Agreement, dated as of December 1, 2006, 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 “Pooling and
      Servicing Agreement”), pursuant to which Pooling and Servicing Agreement the
      Certificates were issued.

     

    
      
        
        

      

      
        F-1-1

        
          

        

      

      
        
        

      

    

    Capitalized
      terms used but not defined herein shall have the meanings assigned thereto
      in
      the Pooling and Servicing Agreement.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              [Transferor]

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        F-1-2

        
          

        

      

      
        
        

      

    

    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    [Date]

    


    Wells
      Fargo Bank, N.A.

    Sixth
      and
      Marquette

    Minneapolis,
      MN 55749-0113

    Attention:
      Corporate Trust Services - Carrington Mortgage Loan Trust, 2006-NC5

    


     

    
      	 	
              Re:

            	
              Carrington
                Mortgage Loan Trust, Series 2006-NC5 Asset-Backed Pass-Through
                Certificates, Class ___, representing a ___% Percentage
                Interest

            


    

    


    Ladies
      and Gentlemen:

     

    In
      connection with the purchase from ______________________ (the “Transferor”) on
      the date hereof of the captioned trust certificates (the “Certificates”),
      _______________ (the “Transferee”) hereby certifies as follows:

     

    The
      Transferee is a “qualified institutional buyer” as that term is defined in Rule
      144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
      completed either of the forms of certification to that effect attached hereto
      as
      Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made
      in
      reliance on Rule 144A. The Transferee is acquiring the Certificates for its
      own
      account or for the account of a qualified institutional buyer, and understands
      that such Certificate may be resold, pledged or transferred only (i) to a person
      reasonably believed to be a qualified institutional buyer that purchases for
      its
      own account or for the account of a qualified institutional buyer to whom notice
      is given that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the 1933
      Act.

     

    2. 
      The
      Transferee has been furnished with all information regarding (a) the
      Certificates and distributions thereon, (b) the nature, performance and
      servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
      referred to below, and (d) any credit enhancement mechanism associated with
      the
      Certificates, that it has requested.

     

    All
      capitalized terms used but not otherwise defined herein have the respective
      meanings assigned thereto in the Pooling and Servicing Agreement, dated as
      of
      December 1, 2006, among Stanwich Asset Acceptance Company, L.L.C. as Depositor,
      New Century Mortgage Corporation as Servicer and Wells Fargo Bank, N.A. as
      Trustee, pursuant to which the Certificates were issued.

     

    
      	 	
              [TRANSFEREE]

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      
        
        

      

      
        F-1-3

        
          

        

      

      
        
        

      

    

    ANNEX
      1 TO EXHIBIT F-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Trustee, with respect to the
      mortgage pass-through certificates (the “Certificates”) described in the
      Transferee Certificate to which this certification relates and to which this
      certification is an Annex:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the entity purchasing the
      Certificates (the “Transferee”).

     

    2. In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a
      discretionary basis $______________________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Transferee’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in
      the
      category marked below.

     

    ___
      CORPORATION, ETC. The Transferee is a corporation (other than a bank, savings
      and loan association or similar institution), Massachusetts or similar business
      trust, partnership, or any organization described in Section 501(c)(3) of the
      Internal Revenue Code of 1986.

     

    ___
      BANK.
      The Transferee (a) is a national bank or banking institution organized under
      the
      laws of any State, territory or the District of Columbia, the business of which
      is substantially confined to banking and is supervised by the State or
      territorial banking commission or similar official or is a foreign bank or
      equivalent institution, and (b) has an audited net worth of at least $25,000,000
      as demonstrated in its latest annual financial statements, a copy of which
      is
      attached hereto.

     

    ___
      SAVINGS AND LOAN. The Transferee (a) is a savings and loan association, building
      and loan association, cooperative bank, homestead association or similar
      institution, which is supervised and examined by a State or Federal authority
      having supervision over any such institutions or is a foreign savings and loan
      association or equivalent institution and (b) has an audited net worth of at
      least

     

    ___
      BROKER-DEALER. The Transferee is a dealer registered pursuant to Section 15
      of
      the Securities Exchange Act of 1934.

     

      
        

      

    

    
      1 Transferee
        must own and/or invest on a discretionary basis at least $100,000,000 in
        securities unless Transferee is a dealer, and, in that case, Transferee must
        own
        and/or invest on a discretionary basis at least $10,000,000 in securities.
        $25,000,000 as demonstrated in its latest annual financial statements, A
        COPY OF
        WHICH IS ATTACHED HERETO.

       

    

    
      
        
        

      

      
        F-1-4

        
          

        

      

      
        
        

      

    

    ___
      INSURANCE COMPANY. The Transferee is an insurance company whose primary and
      predominant business activity is the writing of insurance or the reinsuring
      of
      risks underwritten by insurance companies and which is subject to supervision
      by
      the insurance commissioner or a similar official or agency of a State, territory
      or the District of Columbia.

     

    ___
      STATE
      OR LOCAL PLAN. The Transferee is a plan established and maintained by a State,
      its political subdivisions, or any agency or instrumentality of the State or
      its
      political subdivisions, for the benefit of its employees.

     

    ___
      ERISA
      PLAN. The Transferee is an employee benefit plan within the meaning of Title
      I
      of the Employee Retirement Income Security Act of 1974.

     

    ___
      INVESTMENT ADVISOR. The Transferee is an investment advisor registered under
      the
      Investment Advisers Act of 1940.

     

    3. The
      term
“SECURITIES” as used herein DOES NOT INCLUDE (i) securities of issuers that are
      affiliated with the Transferee, (ii) securities that are part of an unsold
      allotment to or subscription by the Transferee, if the Transferee is a dealer,
      (iii) securities issued or guaranteed by the U.S. or any instrumentality
      thereof, (iv) bank deposit notes and certificates of deposit, (v) loan
      participations, (vi) repurchase agreements, (vii) securities owned but subject
      to a repurchase agreement and (viii) currency, interest rate and commodity
      swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Transferee, the Transferee used the cost of
      such
      securities to the Transferee and did not include any of the securities referred
      to in the preceding paragraph. Further, in determining such aggregate amount,
      the Transferee may have included securities owned by subsidiaries of the
      Transferee, but only if such subsidiaries are consolidated with the Transferee
      in its financial statements prepared in accordance with generally accepted
      accounting principles and if the investments of such subsidiaries are managed
      under the Transferee’s direction. However, such securities were not included if
      the Transferee is a majority-owned, consolidated subsidiary of another
      enterprise and the Transferee is not itself a reporting company under the
      Securities Exchange Act of 1934.

     

    5. The
      Transferee acknowledges that it is familiar with Rule 144A and understands
      that
      the Transferor and other parties related to the Certificates are relying and
      will continue to rely on the statements made herein because one or more sales
      to
      the Transferee may be in reliance on Rule 144A.

     

    
      	
              ___
                

            	
              ___
                

            	
              Will
                the Transferee be purchasing the Certificates

            
	
              Yes
                

            	
              No
                

            	
              only
                for the Transferee’s own account?

            


    

     

    6. If
      the
      answer to the foregoing question is “no”, the Transferee agrees that, in
      connection with any purchase of securities sold to the Transferee for the
      account of a third party (including any separate account) in reliance on Rule
      144A, the Transferee will only purchase for the account of a third party that
      at
      the time is a “qualified institutional buyer” within the meaning of Rule 144A.
      In addition, the Transferee agrees that the Transferee will not purchase
      securities for a third party unless the Transferee has obtained a current
      representation letter from such third party or taken other appropriate steps
      contemplated by Rule 144A to conclude that such third party independently meets
      the definition of “qualified institutional buyer” set forth in Rule
      144A.

     

    
      
        
        

      

      
        F-1-5

        
          

        

      

      
        
        

      

    

    7. The
      Transferee will notify each of the parties to which this certification is made
      of any changes in the information and conclusions herein. Until such notice
      is
      given, the Transferee’s purchase of the Certificates will constitute a
      reaffirmation of this certification as of the date of such purchase. In
      addition, if the Transferee is a bank or savings and loan as provided above,
      the
      Transferee agrees that it will furnish to such parties updated annual financial
      statements promptly after they become available.

     

    Dated:

     

    
      	 	 
	 	
              Print
                Name of Transferee

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      
        
        

      

      
        F-1-6

        
          

        

      

      
        
        

      

    

    ANNEX
      2 TO EXHIBIT F-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Trustee, with respect to the
      mortgage pass- through certificates (the “Certificates”) described in the
      Transferee Certificate to which this certification relates and to which this
      certification is an Annex:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
      term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
      because the Transferee is part of a Family of Investment Companies (as defined
      below), is such an officer of the investment adviser (the
“Adviser”).

     

    2. In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as defined in Rule 144A because (i) the Transferee is an
      investment company registered under the Investment Company Act of 1940, and
      (ii)
      as marked below, the Transferee alone, or the Transferee’s Family of Investment
      Companies, owned at least $100,000,000 in securities (other than the excluded
      securities referred to below) as of the end of the Transferee’s most recent
      fiscal year. For purposes of determining the amount of securities owned by
      the
      Transferee or the Transferee’s Family of Investment Companies, the cost of such
      securities was used.

     

    
      	 	
              ____
                

            	 	
              The
                Transferee owned $___________________ in securities (other than the
                excluded securities referred to below) as of the end of the Transferee’s
                most recent fiscal year (such amount being calculated in accordance
                with
                Rule 144A).

            
	 	
              ____
                

            	 	
              The
                Transferee is part of a Family of Investment Companies which owned
                in the
                aggregate $______________ in securities (other than the excluded
                securities referred to below) as of the end of the Transferee’s most
                recent fiscal year (such amount being calculated in accordance with
                Rule
                144A).

            


    

     

    3. The
      term
“FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered
      investment companies (or series thereof) that have the same investment adviser
      or investment advisers that are affiliated (by virtue of being majority owned
      subsidiaries of the same parent or because one investment adviser is a majority
      owned subsidiary of the other).

     

    4. The
      term
“SECURITIES” as used herein does not include (i) securities of issuers that are
      affiliated with the Transferee or are part of the Transferee’s Family of
      Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
      instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
      (iv) loan participations, (v) repurchase agreements, (vi) securities owned
      but
      subject to a repurchase agreement and (vii) currency, interest rate and
      commodity swaps.

     

    
      
        
        

      

      
        F-1-7

        
          

        

      

      
        
        

      

    

    5. The
      Transferee is familiar with Rule 144A and understands that the parties to which
      this certification is being made are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee will be
      in
      reliance on Rule 144A. In addition, the Transferee will only purchase for the
      Transferee’s own account.

     

    6. The
      undersigned will notify the parties to which this certification is made of
      any
      changes in the information and conclusions herein. Until such notice, the
      Transferee’s purchase of the Certificates will constitute a reaffirmation of
      this certification by the undersigned as of the date of such
      purchase.

     

    Dated:

     

    
      	 	 
	 	
              Print
                Name of Transferee or Advisor

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	 	
              IF
                AN ADVISER:

            
	 	 
	 	 
	 	
              Print
                Name of Transferee

            


    

    


    
      
        
        

      

      
        F-1-8

        
          

        

      

      
        
        

      

    

    FORM
      OF TRANSFEREE REPRESENTATION LETTER

     

    The
      undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:

     

    1. I
      am an
      executive officer of the Purchaser.

     

    2. The
      Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule
      144A”) under the Securities Act of 1933, as amended.

     

    3. As
      of the
      date specified below (which is not earlier than the last day of the Purchaser’s
      most recent fiscal year), the amount of “securities”, computed for purposes of
      Rule 144A, owned and invested on a discretionary basis by the Purchaser was
      in
      excess of $100,000,000.

     

    
      	 	
              Name
                of Purchaser

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    Date
      of
      this certificate:

     

    Date
      of
      information provided in paragraph 3:

     

    
      
        
        

      

      
        F-1-9

        
          

        

      

      
        
        

      

    

    EXHIBIT
      F-2

     

    FORM
      OF
      TRANSFER AFFIDAVIT AND AGREEMENT

     

    
      	
              STATE
                OF NEW YORK 

            	
              )

            
	
              COUNTY
                OF NEW YORK 

            	
              )

            


    

    


     

    __________________________,
      being duly sworn, deposes, represents and warrants as follows:

     

    1. I
      am a
      ______________________ of ____________________________ (the “Owner”) a
      corporation duly organized and existing under the laws of ______________, the
      record owner of Carrington Mortgage Loan Trust, Series 2006-NC5 Asset-Backed
      Pass-Through Certificates, Class R-I Certificates and the Class R-II, (the
      “Class R Certificates”), on behalf of whom I make this affidavit and agreement.
      Capitalized terms used but not defined herein have the respective meanings
      assigned thereto in the Pooling and Servicing Agreement pursuant to which the
      Class R Certificates were issued.

     

    2. The
      Owner
      (i) is and will be a “Permitted Transferee” as of ____________, 20__ and (ii) is
      acquiring the Class R Certificates for its own account or for the account of
      another Owner from which it has received an affidavit in substantially the
      same
      form as this affidavit. A “Permitted Transferee” is any person other than a
“disqualified organization” or a possession of the United States. For this
      purpose, a “disqualified organization” means the United States, any state or
      political subdivision thereof, any agency or instrumentality of any of the
      foregoing (other than an instrumentality all of the activities of which are
      subject to tax and, except for the Federal Home Loan Mortgage Corporation,
      a
      majority of whose board of directors is not selected by any such governmental
      entity) or any foreign government, international organization or any agency
      or
      instrumentality of such foreign government or organization, any rural electric
      or telephone cooperative, or any organization (other than certain farmers’
cooperatives) that is generally exempt from federal income tax unless such
      organization is subject to the tax on unrelated business taxable
      income.

     

    3. The
      Owner either (i) is not a Plan, any Person acting, directly or indirectly,
      on
      behalf of any such Plan or any Person acquiring the Class R Certificates with
      “plan assets” (within the meaning of the Department of Labor regulation
      promulgated at 29 C. F. R. § 2510.3-101,
      as modified by Section 3(42) of ERISA)
      of a Plan, or (ii) has provided the Trustee with an Opinion of Counsel
      acceptable to and in form and substance satisfactory to the Depositor, the
      Trustee and the Servicer to the effect that the purchase and holding of the
      Class R Certificates are permissible under applicable law, will not constitute
      or result in any non-exempt prohibited transaction under Section 406 of ERISA
      or
      Section 4975 of the Code (or comparable provisions of any subsequent enactments)
      and will not subject the Depositor, the Servicer, the Trustee or the Trust
      Fund
      to any obligation or liability (including obligations or liabilities under
      ERISA
      or Section 4975 of the Code) in addition to those undertaken in the Pooling
      and
      Servicing Agreement, which Opinion of Counsel shall not be an expense of the
      Depositor, the Servicer, the Trustee or the Trust Fund.

     

    
      
        
        

      

      
        F-2-1

        
          

        

      

      
        
        

      

    

    4. The
      Owner
      is aware (i) of the tax that would be imposed on transfers of the Class R
      Certificates to disqualified organizations under the Internal Revenue Code
      of
      1986 that applies to all transfers of the Class R Certificates after March
      31,
      1988; (ii) that such tax would be on the transferor or, if such transfer is
      through an agent (which person includes a broker, nominee or middleman) for
      a
      non-Permitted Transferee, on the agent; (iii) that the person otherwise liable
      for the tax shall be relieved of liability for the tax if the transferee
      furnishes to such person an affidavit that the transferee is a Permitted
      Transferee and, at the time of transfer, such person does not have actual
      knowledge that the affidavit is false; and (iv) that each of the Class R
      Certificates may be a “noneconomic residual interest” within the meaning of
      proposed Treasury regulations promulgated under the Code and that the transferor
      of a “noneconomic residual interest” will remain liable for any taxes due with
      respect to the income on such residual interest, unless no significant purpose
      of the transfer is to impede the assessment or collection of tax.

     

    5. The
      Owner
      is aware of the tax imposed on a “pass-through entity” holding the Class R
      Certificates if, at any time during the taxable year of the pass-through entity,
      a non-Permitted Transferee is the record holder of an interest in such entity.
      (For this purpose, a “pass-through entity” includes a regulated investment
      company, a real estate investment trust or common trust fund, a partnership,
      trust or estate, and certain cooperatives.)

     

    6. The
      Owner
      is aware that the Trustee will not register the transfer of any Class R
      Certificate unless the transferee, or the transferee’s agent, delivers to the
      Trustee, among other things, an affidavit in substantially the same form as
      this
      affidavit. The Owner expressly agrees that it will not consummate any such
      transfer if it knows or believes that any of the representations contained
      in
      such affidavit and agreement are false.

     

    7. The
      Owner
      consents to any additional restrictions or arrangements that shall be deemed
      necessary upon advice of counsel to constitute a reasonable arrangement to
      ensure that the Class R Certificates will only be owned, directly or indirectly,
      by an Owner that is a Permitted Transferee.

     

    8. The
      Owner’s taxpayer identification number is _________________.

     

    9. The
      Owner
      has reviewed the restrictions set forth on the face of the Class R Certificates
      and the provisions of Section 5.02(d) of the Pooling and Servicing Agreement
      under which the Class R Certificates were issued (in particular, clauses
      (iii)(A) and (iii)(B) of Section 5.02(d) which authorize the Trustee to deliver
      payments to a person other than the Owner and negotiate a mandatory sale by
      the
      Trustee in the event that the Owner holds such Certificate in violation of
      Section 5.02(d)); and that the Owner expressly agrees to be bound by and to
      comply with such restrictions and provisions.

     

    10. The
      Owner
      is not acquiring and will not transfer the Class R Certificates in order to
      impede the assessment or collection of any tax.

     

    11. The
      Owner
      anticipates that it will, so long as it holds the Class R Certificates, have
      sufficient assets to pay any taxes owed by the holder of such Class R
      Certificates, and hereby represents to and for the benefit of the person from
      whom it acquired the Class R Certificates that the Owner intends to pay taxes
      associated with holding such Class R Certificates as they become due, fully
      understanding that it may incur tax liabilities in excess of any cash flows
      generated by the Class R Certificates.

     

    
      
        
        

      

      
        F-2-2

        
          

        

      

      
        
        

      

    

    12. The
      Owner
      has no present knowledge that it may become insolvent or subject to a bankruptcy
      proceeding for so long as it holds the Class R Certificates.

     

    13. The
      Owner
      has no present knowledge or expectation that it will be unable to pay any United
      States taxes owed by it so long as any of the Certificates remain
      outstanding.

     

    14. The
      Owner
      is not acquiring the Class R Certificates with the intent to transfer the Class
      R Certificates to any person or entity that will not have sufficient assets
      to
      pay any taxes owed by the holder of such Class R Certificates, or that may
      become insolvent or subject to a bankruptcy proceeding, for so long as the
      Class
      R Certificates remain outstanding.

     

    15. The
      Owner
      will, in connection with any transfer that it makes of the Class R Certificates,
      obtain from its transferee the representations required by Section 5.02(d)
      of
      the Pooling and Servicing Agreement under which the Class R Certificate were
      issued and will not consummate any such transfer if it knows, or knows facts
      that should lead it to believe, that any such representations are
      false.

     

    16. The
      Owner
      will, in connection with any transfer that it makes of the Class R Certificates,
      deliver to the Trustee an affidavit, which represents and warrants that it
      is
      not transferring the Class R Certificates to impede the assessment or collection
      of any tax and that it has no actual knowledge that the proposed transferee:
      (i)
      has insufficient assets to pay any taxes owed by such transferee as holder
      of
      the Class R Certificates; (ii) may become insolvent or subject to a bankruptcy
      proceeding for so long as the Class R Certificates remains outstanding; and
      (iii) is not a “Permitted Transferee”.

     

    17. The
      Owner
      is a citizen or resident of the United States, a corporation, partnership or
      other entity created or organized in, or under the laws of, the United States
      or
      any political subdivision thereof, or an estate or trust whose income from
      sources without the United States may be included in gross income for United
      States federal income tax purposes regardless of its connection with the conduct
      of a trade or business within the United States.

     

    18. The
      Owner
      of the Class R Certificate, hereby agrees that in the event that the Trust
      Fund
      created by the Pooling and Servicing Agreement is terminated pursuant to Section
      9.01 thereof, the undersigned shall assign and transfer to the Holders of the
      Class CE Certificates (with respect to a termination of REMIC I) any amounts
      in
      excess of par received in connection with such termination. Accordingly, in
      the
      event of such termination, the Trustee is hereby authorized to withhold any
      such
      amounts in excess of par and to pay such amounts directly to the Holders of
      the
      Class CE Certificates. This agreement shall bind and be enforceable against
      any
      successor, transferee or assigned of the undersigned in the Class R Certificate.
      In connection with any transfer of the Class R Certificate, the Owner shall
      obtain an agreement substantially similar to this clause from any subsequent
      owner.

     

    
      
        
        

      

      
        F-2-3

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of __________,
      20__.

     

    


    
      	 	
              [OWNER]

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            	
              [Vice]
                President

            
	 	 
	
              ATTEST:

            	 
	 	 
	 	 
	
              By:

            	 	 
	
              Name:

            	 
	
              Title:

            	
              [Assistant]
                Secretary

            	 


    

    


    Personally
      appeared before me the above-named, known or proved to me to be the same person
      who executed the foregoing instrument and to be a [Vice] President of the Owner,
      and acknowledged to me that [he/she] executed the same as [his/her] free act
      and
      deed and the free act and deed of the Owner.

     

    Subscribed
      and sworn before me this ____ day of __________, 20___.

     

    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of __________________ 

            
	 	
              State
                of ___________________

            
	 	 
	 	
              My
                Commission expires:

            


    

     

    
      
        
        

      

      
        F-2-4

        
          

        

      

      
        
        

      

    

    FORM
      OF TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK 

            	
              )

            
	
              COUNTY
                OF NEW YORK 

            	
              )

            


    

     

    __________________________,
      being duly sworn, deposes, represents and warrants as follows:

     

    1. I
      am a
      ____________________ of ____________________________ (the “Owner”), a
      corporation duly organized and existing under the laws of ______________, on
      behalf of whom I make this affidavit.

     

    2. The
      Owner
      is not transferring the Class R Certificates (the “Residual Certificates”) to
      impede the assessment or collection of any tax.

     

    3. The
      Owner
      has no actual knowledge that the Person that is the proposed transferee (the
      “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
      any taxes owed by such proposed transferee as holder of the Residual
      Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
      for so long as the Residual Certificates remain outstanding and (iii) is not
      a
      Permitted Transferee.

     

    4. The
      Owner
      understands that the Purchaser has delivered to the Trustee a transfer affidavit
      and agreement in the form attached to the Pooling and Servicing Agreement as
      Exhibit F-2. The Owner does not know or believe that any representation
      contained therein is false.

     

    5. At
      the
      time of transfer, the Owner has conducted a reasonable investigation of the
      financial condition of the Purchaser as contemplated by Treasury Regulations
      Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
      has
      determined that the Purchaser has historically paid its debts as they became
      due
      and has found no significant evidence to indicate that the Purchaser will not
      continue to pay its debts as they become due in the future. The Owner
      understands that the transfer of a Residual Certificate may not be respected
      for
      United States income tax purposes (and the Owner may continue to be liable
      for
      United States income taxes associated therewith) unless the Owner has conducted
      such an investigation.

     

    6. Capitalized
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Pooling and Servicing Agreement.

     

    
      
        
        

      

      
        F-2-5

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of ___________,
      20__.

     

    


    
      	 	
              [OWNER]

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            	
              [Vice]
                President

            
	 	 
	
              ATTEST:

            	 
	 	 
	 	 
	
              By:

            	 	 
	
              Name:

            	 
	
              Title:

            	
              [Assistant]
                Secretary

            	 


    

    


     

    Personally
      appeared before me the above-named , known or proved to me to be the same person
      who executed the foregoing instrument and to be a [Vice] President of the Owner,
      and acknowledged to me that [he/she] executed the same as [his/her] free act
      and
      deed and the free act and deed of the Owner.

     

    Subscribed
      and sworn before me this ____ day of __________, 20___.

     

    


    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of __________________ 

            
	 	
              State
                of ___________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    


    
      
        
        

      

      
        F-2-6

        
          

        

      

      
        
        

      

    

    EXHIBIT
      G

     

    FORM
      OF
      CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

     

    _____________,
      20__

     

    Wells
      Fargo Bank, N.A.

    Sixth
      and
      Marquette

    Minneapolis,
      MN 55479-0113

    Attention:
      Corporate Trust Services-Carrington Mortgage Loan Trust, 2006-NC5

     

    
      	 	
              Re:

            	
              Carrington
                Mortgage Loan Trust, Series 2006-NC5 Asset-Backed Pass-Through
                Certificates

            


    

    


    Dear
      Sirs:

     

    _______________________
      (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Carrington
      Mortgage Loan Trust, Series 2006-NC5 Asset-Backed Pass-Through Certificates,
      Class [CE] [P] [R] (the “Certificates”), issued pursuant to a Pooling and
      Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of December
      1, 2006, among Stanwich Asset Acceptance Company, L.L.C. as depositor (the
      “Depositor”), New Century Mortgage Corporation as servicer (the “Servicer”) and
      Wells Fargo Bank, N.A. as trustee (the “Trustee”). Capitalized terms used herein
      and not otherwise defined shall have the meanings assigned thereto in the
      Pooling and Servicing Agreement. The Transferee hereby certifies, represents
      and
      warrants to, and covenants with the Depositor, the Trustee and the Servicer
      that:

     

    The
      Certificates or any interest therein are not being transferred to (i) any
“employee benefit plan” as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
      ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
      of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
      any entity deemed to hold “plan assets” (within the meaning of the Department of
      Labor regulation promulgated at 29 C.F.R. § 2510.3-101,
      as modified by Section 3(42) of ERISA)
      of any
      of the foregoing (each, a “Plan”), (ii) any Person acting, directly or
      indirectly, on behalf of any such Plan or (iii) any Person acquiring the
      Certificates with “plan assets” of
      a
      Plan.

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    

    
      	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      
        
        

      

      
        G-2

        
          

        

      

      
        
        

      

    

    EXHIBIT
      H

     

    FORM
      OF
      LOST NOTE AFFIDAVIT

     

    Loan
      #:
      ____________

    Borrower:
      _____________

     

    LOST
      NOTE
      AFFIDAVIT

     

    I,
      as
      ____________________ of ______________________, a _______________ corporation
      am
      authorized to make this Affidavit on behalf of _____________________ (the
“Seller”). In connection with the administration of the Mortgage Loans held by
      ____________________, a _________________ corporation as Seller on behalf of
      Stanwich Asset Acceptance Company, L.L.C., a Delaware limited liability company
      (the “Purchaser”), _____________________ (the “Deponent”), being duly sworn,
      deposes and says that:

     

    
      	
              1. 

            	
              The
                Seller’s address is: 

            	 
	 	 	 
	 	 	 
	 	 	 
	
              2. 

            	
              The
                Seller previously delivered to the Purchaser a signed Initial
                Certification with respect to such Mortgage and/or Assignment of
                Mortgage;

            
	 	 
	
              3. 

            	
              Such
                Mortgage Note and/or Assignment of Mortgage was assigned or sold
                to the
                Purchaser by ________________________, a ____________ corporation
                pursuant
                to the terms and provisions of a Mortgage Loan Purchase Agreement
                dated as
                of __________ __, _____;

            
	 	 
	
              4. 

            	
              Such
                Mortgage Note and/or Assignment of Mortgage is not outstanding pursuant
                to
                a request for release of Documents;

            
	 	 
	
              5. 

            	
              Aforesaid
                Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
                lost;

            
	 	 
	
              6. 

            	
              Deponent
                has made or caused to be made a diligent search for the Original
                and has
                been unable to find or recover same;

            
	 	 
	
              7. 

            	
              The
                Seller was the Seller of the Original at the time of the loss;
                and

            
	 	 
	
              8. 

            	
              Deponent
                agrees that, if said Original should ever come into Seller’s possession,
                custody or power, Seller will immediately and without consideration
                surrender the Original to the Purchaser.

            
	 	 
	
              9. 

            	
              Attached
                hereto is a true and correct copy of (i) the Note, endorsed in blank
                by
                the Mortgagee and (ii) the Mortgage or Deed of Trust (strike one)
                which
                secures the Note, which Mortgage or Deed of Trust is recorded in
                the
                county where the property is
                located.

            


    

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

    
      	
              10. 

            	
              Deponent
                hereby agrees that the Seller (a) shall indemnify and hold harmless
                the
                Purchaser, its successors and assigns, against any loss, liability
                or
                damage, including reasonable attorney’s fees, resulting from the
                unavailability of any Notes, including but not limited to any loss,
                liability or damage arising from (i) any false statement contained
                in this
                Affidavit, (ii) any claim of any party that has already purchased
                a
                mortgage loan evidenced by the Lost Note or any interest in such
                mortgage
                loan, (iii) any claim of any borrower with respect to the existence
                of
                terms of a mortgage loan evidenced by the Lost Note on the related
                property to the fact that the mortgage loan is not evidenced by an
                original note and (iv) the issuance of a new instrument in lieu thereof
                (items (i) through (iv) above hereinafter referred to as the “Losses”) and
                (b) if required by any Rating Agency in connection with placing such
                Lost
                Note into a Pass-Through Transfer, shall obtain a surety from an
                insurer
                acceptable to the applicable Rating Agency to cover any Losses with
                respect to such Lost Note.

            
	 	 
	
              11. 

            	
              This
                Affidavit is intended to be relied upon by the Purchaser, its successors
                and assigns. _____________________, a ______________ corporation
                represents and warrants that is has the authority to perform its
                obligations under this Affidavit of Lost
                Note.

            


    

     

    Executed
      this ____ day, of ___________ ______.

     

    
      	 	
              SELLER

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    On
      this
      _____ day of ________, _____, before me appeared _________________ to me
      personally known, who being duly sworn did say that he is the
      _____________________ of ____________________ a ______________ corporation
      and
      that said Affidavit of Lost Note was signed and sealed on behalf of such
      corporation and said acknowledged this instrument to be the free act and deed
      of
      said corporation.

     

    
      	 	
              Signature:

            
	 	 
	 	
              [Seal]

            
	 	 


    

    


    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    

    EXHIBIT
      I-1

     

    FORM
      OF
      ANNUAL CERTIFICATION

     

    
      	 	
              Re:

            	
              The
                Pooling and Servicing Agreement dated December 1, 2006 (the “Agreement”)
                by and among Stanwich Asset Acceptance Company, L.L.C. as depositor
                (the
                “Depositor”), New Century Mortgage Corporation, as servicer (the
                “Servicer”) and Wells Fargo Bank, N.A. as trustee (the
                “Trustee”);

            


    

     

    I,
      ________________________________, the _______________________ of New Century
      Mortgage Corporation, certify to the Depositor, and its officers, with the
      knowledge and intent that they will rely upon this certification,
      that:

     

    (1) I
      have
      reviewed the servicer compliance statement of the Servicer provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Servicer’s compliance with the applicable servicing
      criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”),
      provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange
      Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the Mortgage Loans by the Servicer
      during 200[ ] that were delivered by the Servicer to the Depositor and the
      Trustee pursuant to the Agreement (collectively, the “Servicer Servicing
      Information”);

     

    (2) Based
      on
      my knowledge, the Servicer Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Servicer Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Servicer Servicing Information required to be provided
      by the Servicer under the Agreement has been provided to the Depositor and
      the
      Trustee;

     

    (4) I
      am
      responsible for reviewing the activities performed by the Servicer as servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement, the Servicing Assessment or the Attestation Report, the
      Servicer has fulfilled its obligations under the Agreement in all material
      respects; and

     

    
      
        
        

      

      
        I-1-1

        
          

        

      

      
        
        

      

    

    (5) The
      Compliance Statement required to be delivered by the Servicer pursuant to this
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Servicer and by each Subcontractor pursuant to the Agreement,
      have been provided to the Depositor and the Trustee. Any material instances
      of
      noncompliance described in such reports have been disclosed to the Depositor
      and
      the Trustee. Any material instance of noncompliance with the Servicing Criteria
      has been disclosed in such reports.

     

    Date: _________________________

    


     

    
      	 	
              NEW
                CENTURY MORTGAGE CORPORATION

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	
              Date:

            


    

    


    
      
        
        

      

      
        I-1-2

        
          

        

      

      
        
        

      

    

    EXHIBIT
      I-2

     

    FORM
      OF
      CERTIFICATION TO BE

     

    PROVIDED
      TO SERVICER BY THE TRUSTEE

     

    
      	 	
              Re:

            	
              Carrington
                Mortgage Loan Trust, Series 2006-NC5 Asset-Backed Pass-Through
                Certificates

            


    

     

    I,
      [identify the certifying individual], a [title] of Wells Fargo Bank, N.A.,
      as
      Trustee of the Trust, hereby certify to New Century Mortgage Corporation (the
      “Servicer”), and its officers, directors and affiliates, and with the knowledge
      and intent that they will rely upon this certification, that:

     

    1. The
      Trustee has performed all of the duties specifically required to be performed
      by
      it pursuant to the provisions of the Pooling and Servicing Agreement dated
      December 1, 2006 (the “Agreement”) by and among Stanwich Asset Acceptance
      Company, L.L.C. as depositor (the “Depositor”), New Century Mortgage
      Corporation, as servicer (the “Servicer”) and Wells Fargo Bank, N.A. as trustee
      (the “Trustee”);

     

    2. Based
      on
      my knowledge, the information in the distribution reports prepared by the
      Trustee, taken as a whole, does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      as of the last day of the period covered by that annual report; and

     

    3. Based
      on
      my knowledge, the distribution information required to be provided by the
      Trustee under the Pooling and Servicing Agreement is included in these
      reports.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Agreement.

     

    
      	 	
              WELLS
                FARGO BANK, N.A., as Trustee

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	
              Date:

            


    

    


    
      
        
        

      

      
        I-2-1

        
          

        

      

      
        
        

      

      EXHIBIT
        J

       

    

    FORM
      OF
      SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    


    The
      assessment of compliance to be delivered by [New Century Mortgage Corporation.
      (the “Servicer”)/Wells Fargo Bank, N.A. (the “Trustee”)], shall address, at a
      minimum, the criteria identified as below as “Applicable Servicing
      Criteria”:

    


    
      	
              Servicing
                Criteria 

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            	 
	
               

            	
              General
                Servicing Considerations

            	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              Servicer,

              Trustee

            
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	
              Servicer,

              Trustee

            
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the pool assets are maintained.

            	
              Servicer

            
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	
              Servicer

            
	
               

            	
              Cash
                Collection and Administration

            	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              Servicer,

              Trustee

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	
              Servicer,

              Trustee

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	
              Servicer,

              Trustee

            
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
              Trustee

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	
              Servicer,

              Trustee

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              Servicer,

              Trustee

            
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	
              Servicer,

              Trustee

            


    

     

    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    

    
      	
              Servicing
                Criteria 

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            	 


    

    
      	
               

            	
              Investor
                Remittances and Reporting

            	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of pool assets serviced by the
                servicer.

            	
              Trustee

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	
              Trustee

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	
              Trustee

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	
              Trustee

            
	
               

            	
              Pool
                Asset Administration

            	 
	
              1122(d)(4)(i)

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related asset pool documents.

            	 
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements

            	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	
              Servicer

            
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents.

            	
              Servicer

            
	
              1122(d)(4)(v)

            	
              The
                servicer’s records regarding the pool assets agree with the servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	
              Servicer

            
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool asset (e.g.,
                loan
                modifications or re-agings) are made, reviewed and approved by authorized
                personnel in accordance with the transaction agreements and related
                pool
                asset documents.

            	
              Servicer

            
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	
              Servicer

            
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	
              Servicer

            
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents.

            	
              Servicer

            


    

     

    
      
        
        

      

      
        J-2

        
          

        

      

      
        
        

      

    

    
      	
              Servicing
                Criteria 

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            	 


    

    
      	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool asset, or such other number
                of
                days specified in the transaction agreements.

            	
              Servicer

            
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	
              Servicer

            
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	
              Servicer

            
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	
              Servicer

            
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	
              Servicer,

              Trustee

            
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	
              Trustee

            


    

     

     

    
      	 	
              [NEW
                CENTURY MORTGAGE

              CORPORATION,
                as Servicer/ WELLS FARGO BANK, N.A., as Trustee]

            
	
              Date:_________________

            	
              By:________________________

              Name:

              Title:

            


    

    


    
      
        
        

      

      
        J-3

        
          

        

      

      
        
        

      

    

    EXHIBIT
      K-1

     

    FORM
      OF
      SWAP AGREEMENT

     

    (Available
      Upon Request)

     

    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      K-2

     

    SCHEDULE
      OF SWAP NOTIONAL BALANCE

     

    
      
        
        

      

      
        K-2

        
          

        

      

      
        
        

      

    

    EXHIBIT
      L

     

    FORM
      OF
      REPORT PURSUANT TO SECTION 13.01

     

    Data
      to be provided to Class CE Certificate Holder:

     

    Loan
      Number:

    Original
      Loan Amount:

    Current
      Loan Amount:

    Original
      Appraisal Value:

    Original
      LTV:

    Current
      Interest Rate:

    First
      Payment Date:

    Last
      Payment Date:

    Current
      P&I Payment Amount:

    Origination
      Date:

    Loan
      Term:

    Product
      Type (adjustable rate or fixed rate):

    Property
      Type:

    Street
      Address:

    Zip
      Code:

    State:

    Delinquency
      Status:

    Foreclosure
      Flag:

    Bankruptcy
      Flag:

    Payment
      Plan Flag (forbearance):

    MI
      Certificate Number:

    Foreclosure
      Start Date (Referral Date):

    Foreclosure
      Actual Sale Date:

    NOD
      Date:

    REO
      List
      Date:

    REO
      List
      Price:

    Occupancy
      Status:

    Eviction
      Status:

    REO
      Net
      Sales Proceeds:

    REO
      Sales
      Price:

    Current
      Market Value:

    Prepayment
      Flag:

    Prepayment
      Expiration Date:

    Prepayment
      Charges Collected:

    Prepayment
      Premium Waived:

    Prepayment
      Calculation:

    Senior
      Lien Position:

    Senior
      Lien Holder:

    Senior
      Lien Balance:

    Estimated
      Senior Lien Foreclosure Sale Date:

    Senior
      Lien in Foreclosure - Flag:

    


    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

    

    Schedule
      1

     

    MORTGAGE
      LOAN SCHEDULE

     

    [FILED
      BY
      PAPER]

     

    
      
        
        

      

      
        Schedule
          1-1

        
          

        

      

      
        
        

      

    

    Schedule
      2

     

    SCHEDULE
      OF PREPAYMENT CHARGES

     

    (Available
      Upon Request)

     

    
      
        
        

      

      
        Schedule
          2-1

        
          

        

      

      
        
        

      

    

    Schedule
      3

     

    PERFECTION
      REPRESENTATIONS, WARRANTIES AND COVENANTS

    


    The
      Depositor hereby represents, warrants, and covenants 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 Trustee which security interest is prior to all other liens, and is
      enforceable as such as against creditors of and purchasers from the
      Depositor.

     

    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
      Depositor 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
      Depositor has received all consents and approvals to the transfer of the
      Mortgage Loans hereunder to the Trustee 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
      Depositor has received all consents and approvals required to transfer to the
      Trustee its interest and rights in the Custodial Account hereunder.

     

    Perfection

     

    8. The
      Depositor 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 transfer of the Mortgage Loans from the Depositor to
      the
      Trustee and the security interest in the Mortgage Loans granted to the Trustee
      hereunder.

     

    
      
        
        

      

      
        Schedule
          3-1

        
          

        

      

      
        
        

      

    

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

     

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

     

    (ii) the
      Depositor has taken all steps necessary to cause the Trustee 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, the Depositor 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 Depositor to the
      Trustee.

     

    Priority

     

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

     

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

     

    13. The
      Trustee has in its possession all original copies of the Mortgage Notes that
      constitute or evidence the Mortgage Loans. To the Depositor’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 Trustee or its designee. All financing statements
      filed or to be filed against the Depositor in favor of the Trustee 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 Trustee.”

     

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

     

    
      
        
        

      

      
        Schedule
          3-2

        
          

        

      

      
        
        

      

    

    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. Depositor
      to Maintain Perfection and Priority.
      The
      Depositor covenants that, in order to evidence the interests of the Depositor
      and the Trustee under this Agreement, the Depositor 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 Trustee) to maintain and perfect, as a first priority interest,
      the Trustee’s security interest in the Mortgage Loans. The Depositor 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 Depositor 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 Trustee’s security interest in the Mortgage Loans as a
      first-priority interest (each a “Filing”). The Depositor shall present each such
      Filing to the Trustee 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 Trustee pursuant to Section 11.09 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 Trustee’s signature. Upon
      receipt of such Opinion of Counsel and form of authorization, the Trustee shall
      promptly authorize in writing the Depositor to, and the Depositor shall, effect
      such Filing under the UCC without the signature of the Depositor or the Trustee
      where allowed by applicable law. Notwithstanding anything else in the
      transaction documents to the contrary, the Depositor shall not have any
      authority to effect a Filing without obtaining written authorization from the
      Trustee or its designee.

    


    
      
        
        

      

      
        Schedule
          3-3

        
          

        

      

      
        
        

      

    

    Schedule
      4

     

    STANDARD
      FILE LAYOUT DATA ELEMENTS

    


    
      	
              Column
                Name

            	
              DESCRIPTION

            	
              Decimal

            	
              Comment

            	
              Max
                Size

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              SER_INVESTOR_NBR

            	
              A
                value assigned by the Servicer to define a group of loans.

            	
               

            	
              Text
                up to 10 digits

            	
              20

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              BORR_NEXT
                _PAY_DUE_DATE

            	
              The
                date at the end of processing cycle that the Borrower's next payment
                is
                due to the Servicer, as reported by Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              NOTE_INT_RATE

            	
              The
                loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ACTL_END
                _PRIN_BAL

            	
              The
                Borrower's actual principal balance at the end of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_END_PRIN_BAL

            	
              The
                scheduled principal balance due to the investors at the end of a
                processing cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_BEG
                _PRIN_BAL

            	
              The
                Borrower's actual principal balance at the beginning of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_BEG_PRIN_BAL

            	
              The
                scheduled outstanding principal amount due at the beginning of the
                cycle
                date to be passed through to the investors.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PAY_AMT

            	
              The
                scheduled monthly principal and scheduled interest payment that a
                Borrower
                is expected to pay; P&I constant.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PRIN_
                AMT

            	
              The
                scheduled principal amount as reported by the Servicer for the current
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT
                _AMT_1

            	
              The
                first curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT
                _AMT_2

            	
              The
                second curtailment amount to be applied. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT
                _AMT_3

            	
              The
                third curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
               ACTION_CODE

            	
              The
                standard FNMA numeric code used to indicate the default/delinquent
                status
                of a particular loan.

            	
               

            	
              Action
                Code Key: 15=Bankruptcy, 30=Foreclosure, 70=REO, 60=PIF, 63= Substitution,
                65=Repurchase;

            	
              2

            
	 	 	 	 	 
	
              PIF_AMT

            	
              The
                loan "paid in full" amount as reported by the Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_DATE

            	
              The
                paid in full date as reported by the Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              SCHED_GROSS_INTEREST_AMT

            	
              The
                amount of interest due on the outstanding scheduled principal balance
                in
                the current cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              LOAN_FEE_AMT

            	
              The
                monthly loan fee amount expressed in dollars and cents.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            


    

     

    
      
        
        

      

      
        Schedule
          4-1

        
          

        

      

      
        
        

      

    

    
      	
              SERV_FEE_RATE

            	
              The
                Servicer's fee rate for a loan as reported by the Servicer.
                

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              CR_LOSS_AMT

            	
              The
                amount of loss that is classified as a credit.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	 	 	 	 	 
	
              FRAUD_LOSS_AMT

            	
              The
                amount of loss that is attributable to a fraud claim.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              BANKRUPTCY_LOSS_AMT

            	
              The
                amount of loss due to bankruptcy.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SPH_LOSS_AMT

            	
              The
                amount of loss that is classified as a special hazard.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                AMT

            	
              The
                penalty amount received when a Borrower prepays on his loan as reported
                by
                the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                WAIVED

            	
              The
                prepayment penalty amount for the loan waived by the Servicer.
                

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              MOD_DATE

            	
              The
                effective payment date of the modification for the loan.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              MOD_TYPE

            	
              The
                modification type.

            	
               

            	
              Varchar
                - value can be alpha or numeric

            	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
                current outstanding principal and interest advances made by the
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            


    

    


    
      
        
        

      

      
        Schedule
          4-2