SCHEDULE

    


    to
      the

    


    Master
      Agreement


    (Multicurrency-Cross
      Border)

    


    dated
      as
      of


    December
      19, 2006

    


    between

    


    SWISS
      RE FINANCIAL PRODUCTS CORPORATION,
      a
      corporation organized under the laws of the State of Delaware


    ("Party
      A")

    


    and

    


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


    ("Party
      B")

    


    Part
      1

    Definitions

    


    Capitalized
      terms used herein and not otherwise defined shall have the meaning specified
      in
      that certain Pooling and Servicing Agreement, dated as of December 1, 2006
      (the
“Pooling and Servicing Agreement”), among Stanwich Asset Acceptance Company,
      L.L.C., as Depositor, New Century Mortgage Corporation, as Servicer, and Wells
      Fargo Bank, N.A., as Trustee (the “Trustee”). For the avoidance of doubt,
      references herein to a particular "Section" of this Agreement are references
      to
      the corresponding sections of the Master Agreement.

    


    Termination
      Provisions

    


    In
      this
      Agreement:-

    


    
      	
              (a)

            	
              "Specified
                Entity"
                means in relation to Party A for the purpose
                of:-

            


    

    


    
      	 	
              Section
                5(a)(v), 

            	
              Not
                Applicable

            


    

    
      	 	
              Section
                5(a)(vi), 

            	
              Not
                Applicable

            


    

    
      	 	
              Section
                5(a)(vii), 

            	
              Not
                Applicable

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              Section
                5(b)(iv), 

            	
              Not
                Applicable

            


    

    


    in
      relation to Party B for the purpose of:-

    


    
      	 	
              Section
                5(a)(v), 

            	
              Not
                Applicable

            


    

    
      	 	
              Section
                5(a)(vi), 

            	
              Not
                Applicable

            


    

    
      	 	
              Section
                5(a)(vii), 

            	
              Not
                Applicable

            


    

    
      	 	
              Section
                5(b)(iv), 

            	
              Not
                Applicable

            


    

    


    
      	
              (b)

            	
              "Specified
                Transaction"
                is not applicable to Party A or Party B for any
                purpose.

            


    

    


    
      	
              (c)

            	
              The
                Events
                of Default
                specified under Sections 5(a)(ii), 5(a)(iii), 5(a)(iv); and 5(a)(vi)
                of
                the Agreement will not apply to Party B; provided that Section 5(a)(iii)
                shall apply to Party B to the extent that Party B fails to return
                a Return
                Amount under the Credit Support Annex. With respect to Party A and
                Party
                B, the provisions of Section 5(a)(v) will not
                apply.

            


    

    


    
      	
              (d)

            	
              Section
                5(a)(vi) “Cross Default” applies to Party
                A.

            


    

    


    “Specified
      Indebtedness”
will
      have the meaning specified in Section 14, except that such term will not include
      insurance contracts entered into in the ordinary course of Party A’s Credit
      Support Provider’s insurance business.

    


    “Threshold
      Amount” means an amount (or its equivalent in any currency) equal to 3%
      of the shareholders’ equity of Party A’s Credit Support Provider, determined as
      of the end of the most recent period for which audited financial statements
      have
      been prepared.

    


    
      	
              (e)

            	
              Section
                5(a)(vii) “Bankruptcy” applies to Party A and Party B;
                provided that with respect to Party B clauses (2), (7) and (9) will
                not be
                applicable as an Event of Default to the extent such event relates
                to
                nonpayment of indebtedness other than that of the related class of
                Notes;
                clause (4) will not apply to Party B to the extent that it refers
                to
                proceedings or petitions instituted or presented by Party A or any
                of its
                Affiliates; clause(6) will not apply to Party B to the extent that
                it
                refers to (i) any appointment that is contemplated or effected by
                the ISDA
                Master Agreement or (ii) any appointment that Party B has not become
                subject to); clause (8) will not apply to Party B to the extent that
                it
                applies to Section 5(a)(vii)(2),(4),(6), and (7) (except to the extent
                that such provisions are not disapplied with respect to Party
                B.

            


    

    


    
      	
              (f)

            	
              The
                "Credit
                Event Upon Merger"
                provisions of Section 5(b)(iv) will not apply to Party A and Party
                B.

            


    

    


    
      	
              (g)

            	
              The
                “Tax
                Event”
                provisions of Section 5(b)(ii) will apply, provided the words “(x) any
                action taken by a taxing authority or brought in a court of competent
                jurisdiction, on or after the date on which a Transaction is entered
                into
                (regardless of whether such action is taken or brought with respect
                to a
                party to this Agreement) or (y)” shall be
                deleted.

            


    

    


    
      	
              (h)

            	
              The
                “Tax
                Event Upon Merger”
                provisions of Section 5(b)(iii) will apply, provided that Party A
                shall
                not be entitled to designate an Early Termination Date by reason
                of a Tax
                Event upon Merger in respect of which it is the Affected
                Party.

            


    

    


    
      	
              (i)

            	
              Section
                6(b)(ii) will apply; provided that the words “or if a Tax Event Upon
                Merger occurs and the Burdened Party is the Affected Party” shall be
                deleted.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              (j)

            	
              The
                "Automatic
                Early Termination"
                provision of Section 6(a) will not apply to either Party A or to
                Party
                B.

            


    

    


    
      	
              (k)

            	
              Payments
                on Early Termination.
                For the purpose of Section 6(e) of this Agreement:-
                

            


    

    


    Market
      Quotation will apply and the Second Method will apply; provided,
      however,
      with
      respect to an early termination in which Party A is the Defaulting Party or
      sole
      Affected Party in respect of an Additional Termination Event or Tax Event Upon
      Merger, notwithstanding Section 6 of this Agreement the following amendment
      to
      Agreement set forth in clauses (i) to (vi) below shall apply:

    


    For
      the
      purposes of Section 6(d)(i), Party B’s obligation with respect to the extent of
      information to be provided with its calculations is limited to information
      Party
      B has already received in writing which Party B is able to release without
      breaching any contractual obligations or the provisions of any law applicable
      to
      Party B.

    


    
      	 	
              (i)

            	
              The
                definition of “Market Quotation” shall be deleted in its entirety and
                replaced with the following:

            


    

    


    “Market
      Quotation”
means,
      with respect to one or more Terminated Transactions, a Firm Offer which is
      (1)
      made by a Reference Market-maker that is an Eligible Replacement, (2) for an
      amount that would be paid to Party B (expressed as a negative number) or by
      Party B (expressed as a positive number) in consideration of an agreement
      between Party B and such Reference Market-maker to enter into a transaction
      (the
“Replacement
      Transaction”)
      that
      would have the effect of preserving for such party the economic equivalent
      of
      any payment or delivery (whether the underlying obligation was absolute or
      contingent and assuming the satisfaction of each applicable condition precedent)
      by the parties under Section 2(a)(i) in respect of such Terminated Transactions
      or group of Terminated Transactions that would, but for the occurrence of the
      relevant Early Termination Date, have been required after that Date, (3) made
      on
      the basis that Unpaid Amounts in respect of the Terminated Transaction or group
      of Transactions are to be excluded but, without limitation, any payment or
      delivery that would, but for the relevant Early Termination Date, have been
      required (assuming satisfaction of each applicable condition precedent) after
      that Early Termination Date is to be included and (4) made in respect of a
      Replacement Transaction with terms substantially the same as those of this
      Agreement (save for the exclusion of provisions relating to Transactions that
      are not Terminated Transactions).” 

    


    (ii) The
      definition of “Settlement Amount” shall be deleted in its entirety and replaced
      with the following:

    


    “Settlement
      Amount”
means,
      with respect to any Early Termination Date, an amount (as determined by Party
      B)
      equal to the Termination Currency Equivalent of the amount (whether positive
      or
      negative) of any Market Quotation for the relevant Terminated Transaction or
      group of Terminated Transactions that is accepted by Party B so as to become
      legally binding, Provided that:

    


    
      	 	
              a)

            	
              If,
                on the day falling ten Local Business Days after the day on which
                the
                Early Termination Date is designated or such later day as Party B
                may
                specify in writing to Party A (but in either case no later than the
                Early
                Termination Date) (such day the “Latest
                Settlement Amount Determination Day”),
                no Market Quotation for the relevant Terminated Transaction or group
                of
                Terminated Transactions has been accepted by Party B so as to become
                legally binding and one or more Market Quotations have been made
                and
                remain capable of becoming legally binding upon acceptance, the Settlement
                Amount shall equal the Termination Currency Equivalent of the amount
                (whether positive or negative) of the lowest of such Market Quotations
                (for the avoidance of doubt, the lowest negative number shall equal
                the
                largest absolute value such that, for example, negative 3 shall be
                lower
                than negative 2); and

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	
              b)

            	
              If,
                on the Latest Settlement Amount Determination Day, no Market Quotation
                for
                the relevant Terminated Transaction or group of Terminated Transactions
                is
                accepted by Party B so as to become legally binding and no Market
                Quotations have been made and remain capable of becoming legally
                binding
                upon acceptance, the Settlement Amount shall equal Party B’s Loss (whether
                positive or negative and without reference to any Unpaid amounts)
                for the
                relevant Terminated Transaction or group of Terminated
                Transactions.

            


    

    


    (iii) For
      the
      purpose of clause (4) of the definition of Market Quotation, Party B shall
      determine in its sole discretion, acting in a commercially reasonable manner,
      whether a Firm Offer is made in respect of a Replacement Transaction with terms
      substantially the same as those of this Agreement (save for the exclusion of
      provisions relating to Transactions that are not Terminated Transactions)
provided,
      however,
      that
      not withstanding the provisions of this Part 1(k)(iii), nothing in this
      Agreement shall preclude Party A from obtaining Market Quotations.

    


    (iv) At
      any
      time on or before the Latest Settlement Amount Determination Day at which two
      or
      more Market Quotations remain capable of becoming legally binding upon
      acceptance, Party B shall be entitled to accept only the lowest of such Market
      Quotations.

    


    (v) If
      Party
      B requests Party A in writing to obtain Market Quotations, Party A shall use
      its
      reasonable efforts to do so before the Latest Settlement Amount Determination
      Day.

    


    (vi) If
      the
      Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement
      shall be deleted in its entirety and replaced with the following:

    


    “Second
      Method and Market Quotation.
      If
      Second Method and Market Quotation apply, (1) Party B shall pay to Party A
      an
      amount equal to the absolute value of the Settlement Amount in respect of the
      Terminated Transactions, (2) Party B shall pay to Party A the Termination
      Currency Equivalent of the Unpaid Amounts owing to Party A and (3) Party A
      shall
      pay to Party B the Termination Currency Equivalent of the Unpaid Amounts owing
      to Party B, provided that, (i) the amounts payable under (2) and (3) shall
      be
      subject to netting in accordance with Section 2(c) of this Agreement and (ii)
      notwithstanding any other provision of this Agreement, any amount payable by
      Party A under (3) shall not be netted-off against any amount payable by Party
      B
      under (1).”

    


    
      	
              (l)

            	
              “Termination
                Currency”
                means United States Dollars.

            


    

    


    
      	
              (m)

            	
              Timing
                of Party B Termination Payment.
                If
                an amount calculated as being due in respect of an Early Termination
                Date
                under Section 6(e) of this Agreement is an amount to be paid by Party
                B to
                Party A then, notwithstanding the provisions of Section 6(d)(ii)
                of this
                Agreement, such amount will be payable on the Business Day immediately
                preceding the first Distribution Date following the date on which
                the
                payment would have been payable as determined in accordance with
                Section
                6(d)(ii); provided
                that if the date on which the payment would have been payable as
                determined in accordance with Section 6(d)(ii) is a Distribution
                Date,
                then the payment will be payable on the date determined in accordance
                with
                Section 6(d)(ii).

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              (n)

            	
              Additional
                Termination Event will apply.
                Each of the following events shall constitute an Additional Termination
                Event hereunder: 

            


    

    


    
      	 	
              (i)

            	
              A
                Ratings Event occurs as set forth in Part 5(f)(i) hereof and Party
                A fails
                to satisfy the requirements set forth in Part 5(f)(i) hereof or Party
                A
                fails to satisfy the Moody’s Downgrade provisions set forth in Part
                (5)(f)(ii) hereof. Party A shall be the sole Affected
                Party.

            


    

    


    
      	 	
              (ii)

            	
              The
                Pooling and Servicing Agreement is amended or modified, without the
                prior
                written consent of Party A, in any manner which materially adversely
                affects Party A, and such consent is required pursuant to the Pooling
                and
                Servicing Agreement. Party B shall be the sole Affected
                Party.

            


    

    


    
      	 	
              (iii)

            	
              The
                Trust Fund (as defined in the Pooling and Servicing Agreement) is
                terminated pursuant to the Pooling and Servicing Agreement or notice
                of
                the Terminator’s (as defined in the Pooling and Servicing Agreement)
                intention to exercise its option to purchase the Mortgage Loans pursuant
                to Section 9.01 of the Pooling and Servicing Agreement is given by
                the
                Trustee to Certificateholders pursuant to Section 9.01 of the Pooling
                and
                Servicing Agreement. Party B shall be the sole Affected
                Party.

            


    

    


    
      	 	
              (iv)

            	
              A
                Swap Disclosure Event occurs as set forth in Part 5(g) hereof and
                Party A
                fails to satisfy the requirements set forth in Part 5(g) hereof.
                Party A
                shall be the sole Affected Party.

            


    

    


    Part
      2

    Tax
      Representations

    


    
      	
              (a)

            	
              Payer
                Representations. For
                the purpose of Section 3(e) of this Agreement, Party A and Par-ty
                B make
                the following representation:-

            


    

    


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

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    
      	
              (b)

            	
              Payee
                Representations.
                For the purpose of Section 3(f) of this Agreement, Party A and Party
                B
                make the following
                representations:-

            


    

    


    
      	 	
              (i)

            	
              The
                following representation applies to Party A: Party A is a corporation
                organized under the laws of the State of
                Delaware.

            


    

    


    
      	 	
              (ii)

            	
              The
                following representation applies to Party B: Party B is a “U.S. person” as
                that term is used in section 1.1441-4(a)(3)(ii) of the United States
                Treasury Regulations (the “Regulations”) for United States federal income
                tax purposes.

            


    

    


    Part
      3

    Agreement
      to Deliver Documents

    


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

    


    
      	
              (a)

            	
              Tax
                forms, documents or certificates to be delivered
                are:-

            


    

     

    
      	
              Party
                Required to deliver

              Document

            	
              Form/Document/Certificate

            	
              Date
                by which to Delivered

            
	
              Party
                A and Party B.

               

            	
              An
                executed U.S. Internal Revenue Service Form W-9 (or any successor
                thereto).

               

            	
              (i)
                Before the first Payment Date under this Agreement, (ii) promptly
                upon
                reasonable demand by Party A and (iii) promptly upon learning that
                any
                such form previously provided to Party A has become obsolete or
                incorrect.

            


    

     

    
      	
              (b)

            	
              Other
                documents to be delivered are:

            


    

     

    
      	
              Party
                Required to deliver Document

            	
              Form/Document/

               

              Certificate

            	
              Date
                by which to be 

               

              Delivered

            	
              Covered
                by Section 

               

              3(d)
                

               

              Representation

            
	
              Party
                A.

            	
              Guarantee
                from Swiss Reinsurance Company as Credit Support Provider.

            	
              Concurrently
                with the execution of this Agreement.

            	
              No

            
	
              Party
                B. 

            	
              Credit
                Support Document, if any, specified in Part 4 hereof, such Credit
                Support
                Document being duly executed if required.

               

            	
              Concurrently
                with the execution of this Agreement. 

            	
              No.

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
              Party
                Required to deliver Document

            	
              Form/Document/

               

              Certificate

            	
              Date
                by which to be 

               

              Delivered

            	
              Covered
                by Section 

               

              3(d)
                

               

              Representation

            
	
              Party
                A/Party B. 

            	
              Incumbency
                certificate or other documents evidencing the authority of the party
                entering into this Agreement or any other document executed in connection
                with this Agreement.

            	
              Concurrently
                with the execution of this Agreement or of any other documents executed
                in
                connection with this Agreement.

               

            	
              Yes.

            
	
              Party
                B.

            	
              Copy
                of each report delivered under the Pooling and Servicing Agreement
                and/or
                any other Transaction Document.

            	
              Upon
                availability.

            	
              Yes.

            
	
              Party
                A.

            	
              Legal
                opinion from counsel for Party A’s Credit Support Provider concerning due
                authorization, enforceability and related matters, addressed to Party
                B
                and acceptable to Party B. 

               

            	
              Concurrently
                with the execution of this Agreement.

            	
              No.

            
	
              Party A.

            	
              Certified
                copies of all corporate, partnership or membership authorizations,
                as the
                case may be, and any other documents with respect to the execution,
                delivery and performance of this Agreement and any Credit Support
                Document

            	
              Upon
                execution and delivery of this Agreement

            	
              Yes

            


    

     

    Part
      4

    Miscellaneous

    


    
      	
              (a)

            	
              Addresses
                for Notices: For the purpose of Section 12(a) of this
                Agreement:-

            


    

    


    Address
      for notices or communications to Party
      A:-

    


    Swiss
      Re
      Financial Products Corporation


    55
      East
      52nd Street


    New
      York,
      New York 10055


    
      	 	
              Attention:

            	
              Head
                of Operations

            


    

    
      	 	
              Facsimile.

            	
              (917)
                322-7201

            


    

    


    CC:


    
      	 	
              Attention:

            	
              Head
                of Legal

            


    

    
      	 	
              Facsimile:

            	
              (212)
                317-5474

            


    

    


    (For
      all
      purposes).

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    Address
      for notices or communications to Party
      B:-

    


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


    9062
      Old
      Annapolis Road


    Columbia,
      Maryland 21045


    
      	 	
              Attention:

            	
              Client
                Manager-Carrington Mortgage Loan Trust,
                2006-NC5

            


    

    
      	 	
              Telephone:

            	
              (410)
                884-2000

            


    

    
      	 	
              Facsimile:

            	
              (410)
                715-2380

            


    

    


    (For
      all
      purposes).

    


    
      	
              (b)

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

            


    

    


    Party
      A
      appoints as its Process Agent: Not
      Applicable.

    


    Party
      B
      appoints as its Process Agent: Not
      Applicable.

    


    
      	
              (c)

            	
              Offices.
                The provisions of Section 10(a) will apply to this
                Agreement.

            


    

    


    
      	
              (d)

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

            


    

    


    Party
      A
      is not a Multibranch Party.

    


    Party
      B
      is not a Multibranch Party.

    


    
      	
              (e)

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

            


    

    


    
      	
              (f)

            	
              Credit
                Support Document.
                Details of any Credit Support
                Document:-

            


    

    


    Each
      of
      the following, as amended, extended, supplemented or otherwise modified in
      writing from time to time, is a "Credit Support Document":

    


    Party
      A:
      A Guaranty of Swiss Reinsurance Company dated as of the date hereof, in a form
      acceptable to Party B and the ISDA Credit Support Annex, annexed
      hereto.

    


    Party
      B:
      The Pooling and Servicing Agreement and the ISDA Credit Support Annex to the
      extent of Party B’s Return Amount obligations.

    


    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

    


    Credit
      Support Provider means in relation to Party A, Swiss
      Reinsurance Company.

    


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

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    
      	
              (h)

            	
              Governing
                Law.
                This Agreement will be governed by, and construed in accordance with,
                the
                laws of the State of New York without reference to its conflict of
                laws
                provisions (except for Sections 5-1401 and 5-1402 of the New York
                General
                Obligations Law).

            


    

    


    
      	
              (i)

            	
              Netting
                of Payments.
                Subparagraph (ii) of Section 2(c) of this Agreement will
                apply.

            


    

    


    
      	
              (j)

            	
              "Affiliate"
                will have the meaning specified in Section 14 of the Form Master
                Agreement; provided, however, that Party B shall be deemed not to
                have any
                Affiliates for purposes of this
                Transaction.

            


    

    


    Part
      5

    Other
      Provisions

    


    
      	
              (a)

            	
              Additional
                Representations.
                For purposes of Section 3, the following shall be added, immediately
                following paragraph (f) thereto:

            


    

    


    
      	 	
              (g)

            	
              It
                is an "eligible
                contract participant"
                within the meaning of Section 1(a)(12) of the Commodity Exchange
                Act, as
                amended.

            


    

    


    
      	 	
              (h)

            	
              It
                has entered into this Agreement (including each Transaction evidenced
                hereby) in conjunction with its line of business (including financial
                intermediation services) or the financing of its
                business.

            


    

    


    
      	 	
              (i)

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

            


    

    


    
      	 	
              (j)

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

            


    

    


    
      	 	
              (k)

            	
              Status
                of Parties.
                The other party is not acting as an agent, fiduciary or advisor for
                it in
                respect of this Transaction.

            


    

    


    
      	 	
              (l)

            	
              Pari
                Passu: Party
                A represents that its obligations under this Agreement rank pari
                passu
                with all of its other unsecured, unsubordinated obligations except
                those
                obligations preferred by operation of
                law.

            


    

    


    
      	
              (b)

            	
              Notice
                by Facsimile Transmission. Section
                12(a) of the Agreement is hereby amended by deleting the parenthetical
                “(except that a notice or other communication under Section 5 or 6
                may not
                be given by facsimile transmission or electronic messaging
                system).”

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	
              (c)

            	
              No
                Set-off.
                Without affecting the provisions of the Agreement requiring the
                calculation of certain net payment amounts, as a result of an Event
                of
                Default or Additional Termination Event or otherwise, all payments
                will be
                made without setoff or counterclaim. The provisions for Set-off set
                forth
                in Section 6(e) of the Agreement shall not apply for purposes of
                this
                Agreement. 

            


    

    


    
      	
              (d)

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

            


    

    


    
      	
              (e)

            	
              Waiver
                of Jury Trial.
                EACH
                PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
                JURY
                WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
                THIS
                AGREEMENT, ANY CREDIT SUPPORT DOCUMENT OR ANY TRANSACTION CONTEMPLATED
                HEREUNDER.

            


    

    


    
      	
              (f)

            	
              Downgrade
                of Party A.

            


    

    


    (i) For
      the
      purpose of this section, a “Ratings Event” shall occur with respect to Party A
      (or its Credit Support Provider) if the long-term and short-term senior
      unsecured debt ratings of Party A (or its Credit Support Provider) cease to
      be
      at least A and A-1 by Standard & Poor’s Ratings Service, a division of
      the McGraw-Hill Companies, Inc. or any successor thereto (“S&P”) (however,
      in the event that Party A does not have a short-term rating from S&P, if
      Party A’s long-term senior unsecured debt rating is reduced below “A+” by
      S&P) or at least A and F1 by Fitch Ratings Ltd. or any successor thereto
      (“Fitch”) (collectively, the “Approved Rating Threshold”), to the extent such
      obligations are rated by S&P or Fitch. The failure by Party A to comply with
      the provisions set forth below shall constitute an Additional Termination Event
      for which Party A shall be the sole Affected Party.

    


    If
      a
      Ratings Event shall occur and be continuing with respect to Party A, then Party
      A shall (at its own cost) (A) within 5 Business Days of such Ratings Event,
      give
      notice to Party B of the occurrence of such Ratings Event, and (B) within 30
      calendar days after the occurrence of a Ratings Event, either (i) use reasonable
      efforts to transfer Party A’s rights and obligations hereunder to another party,
      subject to satisfaction of the Rating Agency Condition (as defined below),
      (ii)
      post Eligible Collateral in accordance with the Credit Support Annex attached
      hereto and made a part hereof or (iii) obtain a guaranty which satisfies the
      Rating Agency Condition; provided,
      however,
      that if
      Party A’s long-term senior unsecured debt rating is withdrawn or reduced below
“BBB-” by S&P, Party A shall (at its own cost) within 10 Business Days
      effect such transfer or obtain such guaranty. Party A’s obligations to find a
      transferee, post Eligible Collateral under such Credit Support Annex or obtain
      a
      guarantor shall remain in effect only for so long as a Ratings Event is
      continuing with respect to Party A. “Rating Agency Condition” means, with
      respect to any action to be taken, a condition that is satisfied when S&P,
      Moody’s and Fitch have confirmed that such action would not result in the
      downgrade, qualification (if applicable) or withdrawal of the rating then
      assigned by such Rating Agency to the applicable class of
      Certificates.

    


    
      	 	
              (ii)

            	
              Moody’s
                Downgrade Provisions.

            


    

    


    (A) Moody’s
      First Rating Trigger Collateral.
      For
      purposes of this Part 5(f)(ii), if Party A has failed to comply with or perform
      any obligation to be complied with or performed by Party A in accordance with
      the Credit Support Annex from time to time entered into between Party A and
      Party B in relation to this Agreement (each,
      a
“CSA obligation”), then, unless less than 30 Local Business Days have elapsed
      since the last date on which the Moody’s First Trigger Required Ratings of Party
      A were satisfied, such failure by Party A to comply with one or more CSA
      obligations shall constitute an Additional Termination Event, and Party A shall
      be the sole Affected Party.

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    (B) Moody’s
      Second Rating Trigger Replacement. It shall be an Additional
      termination Event with Party A as sole Affected Party if on a given date (x)
      the
      Moody’s Second Rating Trigger Requirements of Party A are not satisfied and 30
      or more Local Business Days have elapsed since the last date on which the
      Moody’s Second Rating Trigger Requirements of Party A were satisfied and (y) (i)
      at least one Eligible Replacement has made a Firm Offer (which remains capable
      of becoming legally binding upon acceptance) to be the transferee of a transfer
      to be made in accordance with Part 5(m)(ii) below and/or (ii) at least one
      entity whose ratings satisfy the Moody’s First Trigger Required Ratings and/or
      the Moody’s Second Trigger Required Ratings has made a Firm Offer (which remains
      capable of becoming legally binding upon acceptance by the offeree and
      satisfaction of the Rating Agency Condition) to provide an Eligible Guarantee
      in
      respect of all of Party A’s present and future obligations under this
      Agreement.

    


    “Eligible Guarantee”
means
      an unconditional and irrevocable guarantee that is provided by a guarantor
      as
      principal debtor rather than surety and is directly enforceable by Party B,
      where either (A) a law firm has given a legal opinion confirming that none
      of
      the guarantor’s payments to Party B under such guarantee will be subject to
      withholding for Tax or (B) such guarantee provides that, in the event that
      any
      of such guarantor’s payments to Party B are subject to withholding for tax, such
      guarantor is required to pay such additional amount as is necessary to ensure
      that the net amount actually received by Party B (free and clear of any
      withholding tax) will equal the full amount Party B would have received had
      no
      such withholding been required.

    


    “Eligible
      Replacement”
means
      an entity (A) with the Moody’s First Trigger Required Ratings and/or the Moody’s
      Second Trigger Required Ratings or (B) whose present and future obligations
      owing to Party B are guaranteed pursuant to an Eligible Guarantee provided
      by a
      guarantor with the Moody’s First Trigger Required Ratings and/or the Moody’s
      Second Trigger Required Ratings. 

    


    “Firm
      Offer”
means
      an offer which, when made, was capable of becoming legally binding upon
      acceptance.

    


    “Moody’s
      Short-term Rating”
means
      a
      rating assigned by Moody’s under its short-term rating scale in respect of an
      entity’s
      short-term, unsecured and unsubordinated debt obligations

    


    “Relevant
      Entities”
means
      Party A and any guarantor under an Eligible Guarantee in respect of all of
      Party
      A’s present and future obligations under this Agreement.

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    


    An
      entity
      shall satisfy the “Moody’s
      First Trigger Required
      Ratings”
either
      (x) if such entity is the subject of a Moody’s Short-term Rating, if such rating
      is “Prime-1”
      and its long-term, unsecured and unsubordinated debt or counterparty obligations
      are rated “A2” or above by Moody’s or (y) if such entity is not the subject of a
      Moody’s Short-term Rating, its long-term, unsecured and unsubordinated debt or
      counterparty obligations are rated “A1” or above by Moody’s.

    


    The
      “Moody’s
      Second
      Rating Trigger Requirements”
shall
      be satisfied if a Relevant Entity has the Moody’s Second Trigger Required
      Ratings.

    


    An
      entity
      shall satisfy the “Moody’s Second
      Trigger Required Ratings”
either
      (x), if such entity is the subject of a Moody’s Short-term Rating, if such
      rating is “Prime-2”
      or above and its long-term, unsecured and unsubordinated debt obligations are
      rated “A3” or above by Moody’s or (y), if such entity is not the subject of a
      Moody’s Short-term Rating, its long-term, unsecured and unsubordinated debt
      obligations are rated “A3” or above by Moody’s.

    


    So
      long as the Moody’s
      Second
      Rating Trigger Requirements are not satisfied,
      Party A
      will within 30 days and at its own cost use commercially reasonable efforts
      to,
      as soon as reasonably practicable, procure either
      (x) an Eligible Guarantee
      in
      respect of all of Party A’s present and future obligations under this Agreement
      to be provided by a guarantor with the Moody’s First Trigger Required Ratings
      and/or the Moody’s Second Trigger Required Ratings
      or (y) a
      transfer in accordance with Part 5(m)(ii) below.

    


    
      	
              (g)

            	
              Swap
                Disclosure Event.
                Upon the occurrence of a Swap Disclosure Event (as defined below),
                if
                Party A has not, within 10 days after such Swap Disclosure Event
                (the
                “Response Period”) complied with one of the solutions listed below, then
                an Additional Termination Event shall have occurred with respect
                to Party
                A and Party A shall be the sole Affected Party with respect to such
                Additional Termination Event.

            


    

    


    It
      shall
      be a swap disclosure event (“Swap Disclosure Event”) if at any time after the
      date hereof Carrington Securities, LP (“Carrington Securities”) or Stanwich
      Asset Acceptance Corporation (“Stanwich”) notifies Party A that in the
      reasonable discretion of Carrington Securities or Stanwich acting in good faith,
      the “aggregate significance percentage” of all derivative instruments (as such
      term is defined in Item 1115 of Regulation AB (as defined below)) provided
      by
      Party A and any of its affiliates to Carrington Mortgage Loan Trust, Series
      2006-NC5 (the “Significance Percentage”) is 10% or more.

    


    Following
      a Swap Disclosure Event, Party A’s Credit Support Provider shall take one of the
      following actions at its own expense: either (I) (a) (i) if the Significance
      Percentage is 10% or more, Party A’s Credit Support Provider shall provide in an
      EDGAR compatible format the information set forth in Item 1115(b)(1) of
      Regulation AB for Party A (or for its Credit Support Provider, if applicable)
      or
      (ii) if the Significance Percentage is 20% or more, Party A provide in an EDGAR
      compatible format the information set forth in Item 1115(b)(2) of Regulation
      AB
      for Party A (or for its Credit Support Provider, if applicable) (collectively,
      the “Reg AB Information”), to Carrington Securities or Stanwich and (b) provide
      written consent to Carrington Securities and Stanwich to incorporation by
      reference of such current Reg AB Information as is filed with the Securities
      and
      Exchange Commission in the reports of Stanwich filed pursuant to the Exchange
      Act, and (c) if applicable, cause its outside accounting firm to provide its
      consent to filing or incorporation by reference of such accounting firm’s report
      relating to their audits of such current Reg AB Information in the Exchange
      Act
      Reports of Stanwich, and (d) provide to Carrington Securities and Stanwich
      any
      updated Reg AB Information with respect to Party A or any entity that
      consolidates Party A within five days of the release of any such updated Reg
      AB
      Information; or (II) cause a Reg AB Approved Entity (as defined below) to
      replace Party A as party to this Agreement on terms substantially similar to
      this Agreement prior to the expiration of the Response Period and cause such
      Reg
      AB Approved Entity to provide the Reg AB Information prior to the expiration
      of
      the Response Period; provided however, that no such transfer to a Reg AB
      Approved Entity pursuant to (II) above shall occur unless the Reg AB Approved
      entity agrees to terms substantially identical to those contained in Part 5(n)
      of this Agreement. “Reg AB Approved Entity” means any entity that (i) has the
      ability to provide the Reg AB Information and (ii) meets or exceeds the Approved
      Rating Threshold and satisfies the Ratings Agency Condition.

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


    “Regulation
      AB” means 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 Securities
      and Exchange Commission (“SEC”) 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 SEC, or as may be provided by the SEC or its
      staff from time to time.

    


    
      	
              (h)

            	
              Non-Petition.
                Party A hereby agrees that it will not, prior to the date that is
                one year
                and one day (or, if longer, the applicable preference period) after
                all
                Certificates (as such term is defined in the Pooling and Servicing
                Agreement) issued by Party B pursuant to the Pooling and Servicing
                Agreement have been paid in full, acquiesce, petition or otherwise
                invoke
                or cause Party B to invoke the process of any court or governmental
                authority for the purpose of commencing or sustaining a case against
                Party
                B under any federal or state bankruptcy, insolvency or similar law
                or for
                the purpose of appointing a receiver, liquidator, assignee, trustee,
                custodian, sequestrator or other similar official for Party B or
                any
                substantial part of the property of Party B, or for the purpose of
                ordering the winding up or liquidation of the affairs of Party B.
                Nothing
                herein shall prevent Party A from participating in any such proceeding
                once commenced. The provisions of this paragraph shall survive the
                termination of this Agreement.

            


    

    


    
      	
              (i)

            	
              Trustee
                Liability Limitation.
                It is expressly understood and agreed by the parties hereto that
                (i) this
                Schedule is executed and delivered by Wells Fargo Bank, N.A. (“Wells
                Fargo”), not individually or personally but solely as trustee, (ii) each
                of the representations, undertakings and agreements herein made on
                the
                part of Party B is made and intended not as personal representations,
                undertakings and agreements by Wells Fargo but is made and intended
                for
                the purpose of binding only Party B, (iii) nothing herein contained
                shall
                be construed as creating any liability on Wells Fargo, individually
                or
                personally, to perform any covenant either expressed or implied contained
                herein, and (iv) under no circumstances shall Wells Fargo be personally
                liable for the payment of any indebtedness or expenses of Party B
                or be
                liable for the breach or failure of any obligation, representation,
                warranty or covenant made or undertaken by Party B hereunder or any
                other
                related documents. Any resignation or removal of Wells Fargo as trustee
                under the Pooling and Servicing Agreement shall require the assignment
                of
                this confirmation to Wells Fargo’s
                replacement.

            


    

    


    
      	
              (j)

            	
              Severability.
                If
                any term, provision, covenant, or condition of this Agreement, or
                the
                application thereof to any party or circumstance, shall be held to
                be
                invalid or unenforceable (in whole or in part) for any reason, the
                remaining terms, provisions, covenants, and conditions hereof shall
                continue in full force and effect as if this Agreement had been executed
                with the invalid or unenforceable portion eliminated, so long as
                this
                Agreement as so modified continues to express, without material change,
                the original intentions of the parties as to the subject matter of
                this
                Agreement and the deletion of such portion of this Agreement will
                not
                substantially impair the respective benefits or expectations of the
                parties.

            


    

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of
      which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition.

    


    
      	
              (k)

            	
              The
                obligations of Party B under this Agreement are limited recourse
                obligations of Party B, payable solely from the Trust Fund (as such
                term
                is defined in the Pooling and Servicing Agreement), subject to and
                in
                accordance with the terms of the Pooling and Servicing Agreement,
                and,
                following exhaustion of the Trust Fund, any claims of Party A against
                Party B shall be extinguished. It is understood that the foregoing
                provisions shall not (i) prevent recourse to the Trust Fund for the
                sums
                due or to become due under any security, instrument or agreement
                which is
                part of the Trust Fund (subject to the priority of payments set forth
                in
                the Pooling and Servicing Agreement) or (ii) constitute a waiver,
                release
                or discharge of any obligation of Party B arising under this Agreement
                until the Trust Fee have been realized and the proceeds applied in
                accordance with the Pooling and Servicing Agreement, whereupon any
                outstanding obligation of Party B under this Agreement shall be
                extinguished. Notwithstanding the foregoing (or anything to the contrary
                in this Agreement), Party B shall be liable for its own fraud, negligence,
                willful misconduct and/or bad
                faith.

            


    

    


    
      	
              (l)

            	
              Delivery
                of Confirmations. For
                each Transaction entered into hereunder, Party A shall promptly send
                to Party B a Confirmation (which may be via facsimile transmission).
                Party B agrees to respond to such Confirmation within two General
                Business Days, either confirming agreement thereto or requesting
                a
                correction of any error(s) contained therein. Failure by Party A to
                send a Confirmation or of Party B to respond within such period shall
                not affect the validity or enforceability of such Transaction. Absent
                manifest error, there shall be a presumption that the terms contained
                in
                such Confirmation are the terms of the
                Transaction.

            


    

    


    
      	
              (m)

            	
              Section
                5(a)(i) is hereby amended as
                follows:

            


    

    


    The
      word
“third” shall be replaced by the word “first” in the third line of Section
      5(a)(i) of the Agreement.

    


    
      	
              (n)

            	
              Compliance
                with Regulation AB.

            


    

    


    Party
      A
      agrees and acknowledges that Carrington Securities and Stanwich may be required
      under Regulation AB, to disclose certain financial information regarding Party
      A’s Credit Support Provider or depending on the applicable “significance
      percentage” of this Agreement, as calculated from time to time in accordance
      with Item 1115 of Regulation AB.

    


    Party
      A, or a Reg AB Approved Entity after a Swap Disclosure Event pursuant to
      Paragraph 5(g), as applicable, shall indemnify and hold harmless Carrington
      Securities, Stanwich, their respective directors or officers and any person
      controlling Carrington Securities or Stanwich, from and against any and all
      losses, claims, damages and liabilities caused by any untrue statement or
      alleged untrue statement of a material fact contained in the Reg AB Information
      that Party A, Party A’s Credit Support Provider or such Reg AB Approved Entity,
      as applicable, provides to Carrington Securities or Stanwich pursuant to
      Paragraph 8 (the “Party A Information”) or caused by any omission or alleged
      omission to state in the Party A Information by Party A, Party A’s Credit
      Support Provider or the Reg AB Approved Entity, as applicable, a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading. For
      the
      avoidance of doubt, Party A shall provide the indemnity described above with
      respect to any Party A Information it is required to provide pursuant to
      Paragraph 8 and any Reg AB Approved Entity which has replaced Party A pursuant
      to Paragraph 8 shall provide the indemnity described above with respect to
      any
      Party A Information it is required to provide pursuant to Paragraph
      8.

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    


    
      	
              (o)

            	
              Limited
                Transaction.
                Party A and Party B each agrees and acknowledges that the only Transaction
                that are or will be governed by this Agreement is the Transaction
                evidenced by the Confirmation dated as of the date hereof (it being
                understood that, in the event any such Confirmation shall be amended
                (in
                any respect), such amendment shall not constitute (for purposes of
                this
                paragraph) a separate Transaction or a separate
                Confirmation).

            


    

    


    
      	
              (p)

            	
              Transfer,
                Amendment and Assignment.
                No
                transfer, amendment, waiver, supplement, assignment or other modification
                of this Transaction shall be permitted by either party unless Moody’s,
                S&P, and Fitch have been provided prior notice of the same and
                confirms in writing (including by facsimile transmission) that it
                will not
                downgrade, withdraw or otherwise modify its then-current ratings
                of any
                Certificates.

            


    

    


    
      	
              (q)

            	
              Transfers.

            


    

    


    
      	 	
              (i)

            	
              Section
                7 of this Agreement shall not apply to Party A and, subject to Section
                6(b)(ii) and Part 5(m)(ii) below, Party A may not transfer (whether
                by way
                of security or otherwise) any interest or obligation in or under
                this
                Agreement without the prior written consent of Party
                B.

            


    

    


    
      	 	
              (ii)

            	
              Subject
                to Part 5(s) below, Party A may (at its own cost) transfer all or
                substantially all of its rights and obligations with respect to this
                Agreement to any other entity (a “Transferee”)
                that is an Eligible Replacement, Provided that Party B shall determine
                in
                its sole discretion, acting in a commercially reasonable manner,
                whether
                or not a transfer relates to all or substantially all of Party A’s rights
                and obligations under this Agreement. Following such transfer, all
                references to Party A shall be deemed to be references to the
                Transferee.

            


    

    


    
      	 	
              (iii)

            	
              If
                an entity has made a Firm Offer (which remains capable of becoming
                legally
                binding upon acceptance) to be the transferee of a transfer to be
                made in
                accordance with (ii) above, Party B shall (at Party A’s cost) at Party A’s
                written request, take any reasonable steps required to be taken by
                it to
                effect such transfer.

            


    

    


    
      	
              (r)

            	
              Tax.

            


    

    


    Notwithstanding
      the
definition
      of
“Indemnifiable Tax” in Section 14 of this Agreement, in relation to payments by
      Party A, any Tax shall be an Indemnifiable Tax and, in relation to payments
      by
      Party B, no Tax shall be an Indemnifiable Tax.

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    


    
      	
              (s)

            	
              Rating
                Agency Notifications.

            


    

    


    Notwithstanding
      any other provision of this Agreement, this Agreement shall not be amended,
      no
      Early Termination Date shall be effectively designated by Party B, and no
      transfer of any rights or obligations under this Agreement shall be made (other
      than a transfer of all of Party A’s rights and obligations with respect to this
      Agreement in accordance with Part 5(q)(ii) above) unless Moody’s has been given
      prior written notice of such amendment, designation or transfer.

    


    


    


    [remainder
      of page intentionally left blank]

     


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    


     

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Schedule by their duly authorized officers as of
      the
      date hereof.

     

    


    
      	
              SWISS
                RE FINANCIAL PRODUCTS CORPORATION

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

            
	
               

               

               

               

               
                /s/ Robert Spuler

            	
               

               

               

               

              /s/
                Darron C. Woodus

            
	
              Name:
                Robert Spuler

            	
              Name:
                Darron C. Woodus

            
	
              Title:
                Senior Vice President

            	
              Title:
                Assistant Vice President

            


    

    


     

     

    
 

    
      
         

      

      
        17