CONFIRMATION

 

TO: Wells Fargo Bank, N.A., not individually but solely as securities administrator on behalf of Carrington Mortgage Loan Trust, Series 2007-HE1 with respect to the Carrington Mortgage Loan Trust, Series 2007-HE1 Asset-Backed Pass-Through Certificates

9062 Old Annapolis Road

Columbia, Maryland 21045

 

Attention:     Client Manager Carrington Mortgage Loan Trust, 2007 HE1

Telephone:     ###-###-####

Facsimile:        (410) 715 2380

FROM:            Swiss Re Financial Products Corporation

         55 East 52^nd Street

         New York, New York 10055

Attention:     Head of Operations

Telephone:     ###-###-####

Facsimile.       ###-###-####

 

CC:

Attention:     Head of Legal

Facsimile:        (212) 317-5474

 

DATE:             July 12, 2007

 

Transaction Reference Number: 1590352 - 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 securities administrator on behalf of the Carrington Mortgage Loan Trust, Series 2007-HE1 with respect to the Carrington Mortgage Loan Trust, Series 2007-HE1 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 2007-HE1, by Wells Fargo Bank, N.A., not individually but solely as securities administrator on behalf of the Carrington Mortgage Loan Trust, Series 2007-HE1 with respect to the Carrington Mortgage Loan Trust, Series 2007-HE1 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 June 1, 2007 (the “Pooling and Servicing Agreement”), among Stanwich Asset Acceptance Company, L.L.C., as Depositor, EMC Mortgage Corporation, as Interim Servicer Carrington Mortgage Services, LLC, as Servicer, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, 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 July 12, 2007, between the parties. In the event of any inconsistency between the provisions of the Master Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.

 

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

 

Notional Amount:	As set forth in Schedule A attached hereto
Trade Date:	June 21, 2007
Effective Date:	July 12, 2007
Termination Date:	May 25, 2011, subject to adjustment in accordance with the Following Business Day Convention with respect to Floating Amounts and subject to No Adjustment with respect to Fixed Amounts.
Fixed Amounts:
Fixed Rate Payer:	Party B
Fixed Rate Payer Payment Dates:	The business day prior to the 25th of each month subject to adjustment in accordance with the Following Business Day Convention.
Fixed Rate Payer Period End Dates:	The 25th of each month, commencing on July 25, 2007 and ending on the Termination Date, with No Adjustment.
Fixed Rate:	5.46%
Fixed Rate Day Count Fraction:	30/360
Floating Amounts:
Floating Rate Payer:	Party A
Floating Rate Payer Payment Dates:	The business day prior to the 25th of each month subject to adjustment in accordance with the Following Business Day Convention.
Floating Rate Payer Period End Dates:	The 25th of each month, commencing on July 25, 2007 in accordance with the Following Business Day Convention.
Floating Rate for initial Calculation Period:	To be determined
Floating Rate Option:	USD-LIBOR-BBA
Designated Maturity:	One month
Spread:	None
Floating Rate Day Count Fraction:	Actual/360
Reset Date:	First day of each Calculation Period
Compounding:	Inapplicable
Business Days:	New York
Additional Payment:	Party A will pay $165,000 to Party B on July 12, 2007.
Calculation Agent:	Party A; provided, however, if an Event of Default has occurred with respect to Party A, a Reference Market-maker, as designated by Party B, shall be the Calculation Agent.

 

3. Account Details.

 

Account for payments to Party A:

 

 

Account for payments to Party B:

 

 

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/Joseph Gullo                       

Name: Joseph Gullo

Title: Assistant Vice-President

 

Confirmed as of the date above:

 

By: WELLS FARGO BANK, N.A., not individually but solely as securities administrator on behalf of Carrington Mortgage Loan Trust, Series 2007-HE1 with respect to the Carrington Mortgage Loan Trust, Series 2007-HE1 Asset-Backed Pass-Through Certificates

 

By: /s/Darron C. Woodus             

Name: Darron C. Woodus

Title: Assistant Vice-President