TERMS AND CONDITIONS OF TRANSACTION

9062 Old Annapolis Road

Columbia, Maryland 21045

55 East 52nd Street

New York, New York 10055

CC:

Transaction Reference Number: 1166276 - Class A Certificates

Dear Sir/Madam,

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

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

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

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

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

3. Account Details.

Account for payments to Party A:

ABA#: 021-000-021

Swift: CHASUS33

For the Account of Swiss Re Financial Products

ACCT #: 066-911184

Account for payments to Party B:

ABA#: 121-000-248

ACCT #: 3970771416

ACCT NAME: Corporate Trust Clearing

For further credit to ACCT #: 50969901

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

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

Yours sincerely,

SWISS RE FINANCIAL PRODUCTS CORPORATION

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

Confirmed as of the date above:

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

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