Unassociated Document


    EXHIBIT
      4.1

    


    


    SERVICER
      APPOINTMENT, ASSUMPTION AND 

    AMENDMENT
      AGREEMENT

    


    THIS
      SERVICER APPOINTMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”),
      dated as of March 31, 2006, is by and among Nomura Home Equity Loan, Inc.,
      as
      depositor (the “Depositor”), Nomura Credit & Capital, Inc., as seller (in
      such capacity, the “Sponsor”), Wells Fargo Bank, National Association, as a
      servicer (“Wells Fargo”), Ocwen Loan Servicing, LLC, as a servicer (“Ocwen”),
      Wells Fargo Bank, National Association, as master servicer (the “Master
      Servicer”) and securities administrator (the “Securities Administrator”), and
      HSBC Bank USA, National Association, as trustee (the “Trustee”).

    


    W
      I T N E
      S S E T H

    


    WHEREAS,
      the Depositor, the Sponsor, the Master Servicer, the Securities Administrator,
      Ocwen and the Trustee entered into the Pooling and Servicing Agreement (the
      “Pooling and Servicing Agreement”), dated as of February 1, 2006, relating to
      Nomura Home Equity Loan, Inc., Asset-Backed Certificates, Series
      2006-HE1;

    


    WHEREAS,
      pursuant to Section 7.06 of the Pooling and Servicing Agreement, the Sponsor
      has
      the right to terminate Ocwen as Servicer of the Mortgage Loans set forth on
      Schedule 1 attached hereto (the “Wells Fargo Mortgage Loans”) without cause upon
      the satisfaction of certain conditions set forth in the Pooling and Servicing
      Agreement;

    


    WHEREAS,
      the Depositor and the Sponsor desire to amend certain provisions of the Pooling
      and Servicing Agreement to better effectuate the replacement of Ocwen as the
      Servicer thereunder with respect to the Wells Fargo Mortgage Loans;


    


    WHEREAS,
      Section 11.01 of the Pooling and Servicing Agreement provides that the Pooling
      and Servicing Agreement may be amended from time to time by the parties thereto,
      without the consent of any of the Certificateholders to cure any ambiguity,
      to
      correct or supplement any provisions therein, to change the manner in which
      the
      Distribution Account maintained by the Securities Administrator or the Custodial
      Account maintained by the Servicer is maintained or to make such other
      provisions with respect to matters or questions arising under the Agreement
      as
      shall not be inconsistent with any other provisions therein if such action
      shall
      not, as evidenced by an Opinion of Counsel, adversely affect in any material
      respect the interests of any Certificateholder or the Swap Provider; provided
      that any such amendment shall be deemed not to adversely affect in any material
      respect the interests of the Certificateholders and no such Opinion of Counsel
      shall be required if the Person requesting such amendment obtains a letter
      from
      each Rating Agency stating that such amendment would not result in the
      downgrading or withdrawal of the respective ratings then assigned to the
      Certificates; provided further that any such amendment shall be deemed not
      to
      adversely affect in any material respect the interests of the Certificateholders
      and no such Opinion of Counsel nor any letter from the Rating Agencies stating
      that such amendment would not result in the downgrading or withdrawal of the
      respective ratings then assigned to the Certificates shall be required if such
      amendment is to effect a transfer of servicing pursuant to Section 7.06(a)
      of
      the Agreement to a servicer satisfying the Minimum Servicing
      Requirements;

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, and of the mutual covenants herein contained,
      the
      parties hereto agree as follows:

    


    SECTION
      1. Defined Terms.

    


    For
      purposes of this Agreement, unless the context clearly requires otherwise,
      all
      capitalized terms which are used but not otherwise defined herein shall have
      the
      respective meanings assigned to such terms in the Pooling and Servicing
      Agreement.

    


    


    SECTION
      2. Appointment of Servicer.

    


    

      

        (a)
           The
          Sponsor hereby proposes that Wells Fargo be appointed as a Servicer under
          the
          Pooling and Servicing Agreement with respect to the Wells Fargo Mortgage
          Loans
          and, subject to the satisfaction of the conditions precedent set forth
          in
          Section 5 of this Agreement, the Sponsor will provide written notification
          to
          Ocwen of its termination as the servicer under the Pooling and Servicing
          Agreement with respect to the Wells Fargo Mortgage Loans to be effective
          as of
          the close of business on March 31, 2006 (the “Termination Date”).

        


        (b) 
          In
          connection with the appointment of Wells Fargo as a Servicer under the
          Pooling
          and Servicing Agreement, on the Termination Date, the Sponsor shall cause
          Wells
          Fargo to reimburse Ocwen for all outstanding Advances and Servicing Advances
          and
          accrued and unpaid Servicing Fees due and owing to Ocwen under the Pooling
          and
          Servicing Agreement in connection with Ocwen’s servicing and administration of
          the Wells Fargo Mortgage Loans prior to the Termination Date.

        


        (c) 
          The
          Master Servicer, subject to the satisfaction of the conditions precedent
          set
          forth in Section 5 of this Agreement, consents to the appointment of Wells
          Fargo
          as a Servicer under the Pooling and Servicing Agreement and hereby designates
          Wells Fargo as the Servicer of the Wells Fargo Mortgage Loans from and
          after the
          Termination Date.

        


        (d) 
          Wells
          Fargo hereby (i) represents and warrants that it meets all requirements
          of a
          servicer set forth in Section 8.02 of the Pooling and Servicing Agreement,
          (ii)
          accepts the appointment as the Servicer of the Wells Fargo Mortgage Loans
          under
          the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge
          the
          due and punctual performance and observance of each covenant and condition
          to be
          performed and observed by a servicer under the Pooling and Servicing Agreement,
          as amended hereby, and (iv) assumes and agrees to be bound by all terms
          and
          conditions of the Pooling and Servicing Agreement, as amended
          hereby.

        


        (e) 
           On
          the
          Termination Date, each account that, pursuant to the terms of the Pooling
          and
          Servicing Agreement, is required to be established and maintained by Ocwen
          with
          respect to the Wells Fargo Mortgage Loans shall be moved to and maintained
          by
          Wells Fargo at Wells Fargo. This Agreement shall be deemed to satisfy any
          and
          all requirements in the Pooling and Servicing Agreement for notice of change
          in
          any such account.

        


        (f) 
          Ocwen
          shall have no obligation or liabilities relating to the Wells Fargo Mortgage
          Loans arising on and after the Termination Date, but shall continue to
          have
          rights to indemnification with respect to such Mortgage Loans as set forth
          in
          the Pooling and Servicing Agreement.



    

    SECTION
      3. Amendments to Pooling and Servicing Agreement.

    


    (a) 
      Article
      1
      of the Pooling and Servicing Agreement is hereby amended by adding the following
      definition in alphabetical order:

    


    Ocwen:
      Ocwen
      Loan Servicing, LLC, and any successor thereto.

    


    Ocwen
      Mortgage Loans:
      Those
      Mortgage Loans serviced by Ocwen pursuant to the terms of this Agreement as
      specified on the Mortgage Loan Schedule.

    


    


    Wells
      Fargo:
      Wells
      Fargo Bank, National Association, and any successor thereto.

    


    Wells
      Fargo Mortgage Loans:
      Those
      Mortgage Loans serviced by Wells Fargo pursuant to the terms of this Agreement
      as specified on the Mortgage Loan Schedule.

    


    (b)
       Article
      1
      of the Pooling and Servicing Agreement is hereby further amended by deleting
      the
      definition of Servicer and replacing it with the following:

    


    Servicer:
      With
      respect to the Wells Fargo Mortgage Loans, Wells Fargo or any successor thereto,
      or its subservicer appointed pursuant to the Pooling and Servicing Agreement
      and
      with respect to the Ocwen Mortgage Loans, Ocwen or any successor thereto, or
      its
      subservicer appointed pursuant to the Pooling and Servicing
      Agreement.

    


    (c) 
      The
      following representations and warranties are hereby made by Wells Fargo to
      the
      Sponsor, the Depositor, the Master Servicer, the Securities Administrator,
      Ocwen
      and the Trustee as of the date hereof and such representations and warranties
      shall, with respect to the Wells Fargo Mortgage Loans, replace the
      representations and warranties of Ocwen set forth in Section 2.03(a) of the
      Pooling and Servicing Agreement:

    


    (i) It
      is
      duly organized and is validly existing and in good standing under the laws
      of
      the United States and is duly authorized and qualified to transact any and
      all
      business contemplated by this Agreement to be conducted by it 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 service the Wells Fargo Mortgage Loans in accordance
      with
      the terms of this Agreement and to perform any of its other obligations under
      this Agreement in accordance with the terms hereof.

    


    (ii) It
      has
      the full corporate power and authority to service each Wells Fargo Mortgage
      Loan, and to execute, deliver and perform, and to enter into and consummate
      the
      transactions contemplated by this Agreement and has duly authorized by all
      necessary corporate action on its part the execution, delivery and performance
      of this Agreement; and this Agreement, assuming the due authorization, execution
      and delivery hereof by the other parties hereto, constitutes its legal, valid
      and binding obligation, enforceable against it in accordance with its terms,
      except that (a) the enforceability hereof may be limited by the effect of
      insolvency, liquidation, conservatorship and other similar laws administered
      by
      the Federal Deposit Insurance Corporation affecting the enforcement of contract
      obligations of insured banks and (b) the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought and further subject to public policy with respect to indemnity
      and contribution under applicable securities law.

    


    (iii) The
      execution and delivery of this Agreement by it, the servicing of the Wells
      Fargo
      Mortgage Loans by it under this Agreement, the consummation of any other of
      the
      transactions contemplated by this Agreement, and the fulfillment of or
      compliance with the terms hereof are in its ordinary course of business and
      will
      not (A) result in a material breach of any term or provision of its charter
      or
      by-laws or (B) materially conflict with, result in a material breach, violation
      or acceleration of, or result in a material default under, the terms of any
      other material agreement or instrument to which it is a party or by which it
      may
      be bound, or (C) constitute a material violation of any statute, order or
      regulation applicable to it of any court, regulatory body, administrative agency
      or governmental body having jurisdiction over it; and it is not in breach or
      violation of any material indenture or other material agreement or instrument,
      or in violation of any statute, order or regulation of any court, regulatory
      body, administrative agency or governmental body having jurisdiction over it
      which breach or violation may materially impair its ability to perform or meet
      any of its obligations under this Agreement.

    


    (iv) It
      is an
      approved servicer of conventional mortgage loans for Fannie Mae or Freddie
      Mac
      and is a mortgagee approved by the Secretary of Housing and Urban Development
      pursuant to sections 203 and 211 of the National Housing Act.

    


    (v) No
      litigation is pending or, to the best of its knowledge, threatened in writing,
      against it that would materially and adversely affect the execution, delivery
      or
      enforceability of this Agreement or its ability to service the Wells Fargo
      Mortgage Loans or to perform any of its other obligations under this Agreement
      in accordance with the terms hereof.

    


    (vi) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for its execution, delivery and performance of, or compliance
      with, this Agreement or the consummation of the transactions contemplated
      hereby, or if any such consent, approval, authorization or order is required,
      it
      has obtained the same.

    


    (vii) Wells
      Fargo has accurately and fully reported, and will continue to accurately and
      fully report, its borrower credit files to each of the credit repositories
      in a
      timely manner materially in accordance with the Fair Credit Reporting Act and
      its implementing legislation.

    


    (viii) Wells
      Fargo is a member of MERS in good standing, and will comply in all material
      respects with the rules and procedures of MERS in connection with the servicing
      of the Wells Fargo Mortgage Loans that are registered with MERS.

    


    (ix) Wells
      Fargo will not waive any Prepayment Charge with respect to a Wells Fargo
      Mortgage Loan unless it is waived in accordance with the standard set forth
      in
      Section 3.01.

    


    (d) 
      With
      respect to the Wells Fargo Mortgage Loans, from and after the Termination Date,
      any and all references to the representations and warranties of Ocwen in the
      Pooling and Servicing Agreement shall, and shall be deemed to be, references
      to
      the representations and warranties of Wells Fargo set forth in clause (a)
      above.

    


    (e) 
      Section
      3.13(a) is hereby amended by deleting such paragraph in its entirety and
      replacing it with the following:

     

    “Ocwen,
      the Master Servicer and the Securities Administrator shall deliver or otherwise
      make available (and shall cause each Servicing Function Participant engaged
      by
      it to deliver) to the Depositor and the Securities Administrator on or before
      March 15 of each year, and Wells Fargo shall deliver or otherwise make available
      (and shall cause each Servicing Function Participant engaged by it to deliver)
      to the Depositor and the Securities Administrator on or before March 1 of each
      year (but in no instance later than March 10 of each year), in each case
      commencing in March 2007, an Officer’s Certificate stating, as to the signer
      thereof, that (A) a review of such party’s activities during the preceding
      calendar year or portion thereof and of such Servicing Function Participant’s
      performance under this Agreement, or such other applicable agreement in the
      case
      of a Servicing Function Participant, has been made under such officer’s
      supervision and (B) to the best of such officer’s knowledge, based on such
      review, such party has fulfilled all its obligations under this Agreement,
      or
      such other applicable agreement in the case of a Servicing Function Participant
      (other than the Servicer, the Master Servicer or the Securities Administrator),
      in all material respects throughout such year or portion thereof, or, if there
      has been a failure to fulfill any such obligation in any material respect,
      specifying each such failure known to such officer and the nature and status
      thereof.”

     

    (f) 
      Section
      3.14(a) of the Pooling and Servicing Agreement is hereby amended by deleting
      the
      section in its entirety and replacing it with the following:

    


    “By
      March
      15 of each year, commencing in March 2007, Ocwen, the Master Servicer and the
      Securities Administrator, and by March 1 (but in no event later than March
      10)
      of each year, commencing in March 2007, Wells Fargo, each at its own expense
      and
      pursuant to Item 1122(a) of Regulation AB, shall furnish or otherwise make
      available, and shall cause any Servicing Function Participant engaged by it
      to
      furnish, which in each case shall not be an expense of the Trust Fund, to the
      Securities Administrator and the Depositor, a report on an assessment of
      compliance with the Relevant Servicing Criteria that contains (A) a statement
      by
      such party of its responsibility for assessing compliance with the Relevant
      Servicing Criteria, (B) a statement that such party used the Relevant Servicing
      Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
      party’s assessment of compliance with the Relevant Servicing Criteria for the
      period consisting of the prior calendar year, including, if there has been
      any
      material instance of noncompliance with the Relevant Servicing Criteria, a
      discussion of each such failure and the nature and status thereof, and (D)
      a
      statement that a registered public accounting firm has issued an attestation
      report on such party’s assessment of compliance with the Relevant Servicing
      Criteria for the period consisting of the prior calendar year.”

    


    SECTION
      4. Representations and Warranties of the Depositor and Sponsor.

    


    (a) 
      The
      following representations and warranties are hereby made by the Depositor to
      the
      Sponsor, Wells Fargo, Ocwen the Master Servicer, the Securities Administrator
      and the Trustee as of the date hereof:

    


    (i) The
      Depositor is duly organized and is validly existing as a corporation in good
      standing under the laws of the State of Delaware and has full power and
      authority (corporate and other) necessary to own or hold its properties and
      to
      conduct its business as now conducted by it and to enter into and perform its
      obligations under this Agreement. 

    


    (ii) The
      Depositor has the full corporate power and authority to execute, deliver and
      perform, and to enter into and consummate the transactions contemplated by
      this
      Agreement and has duly authorized, by all necessary corporate action on its
      part, the execution, delivery and performance of this Agreement; and this
      Agreement, assuming the due authorization, execution and delivery hereof by
      the
      other parties hereto, constitutes its legal, valid and binding obligation of
      the
      Depositor, enforceable against the Depositor in accordance with its terms,
      subject, as to enforceability, to (a) bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally and
      (b) the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to equitable defenses and to the discretion
      of
      the court before which any proceeding therefor may be brought and further
      subject to public policy with respect to indemnity and contribution under
      applicable securities law.

    


    (iii) The
      execution and delivery of this Agreement by the Depositor, the consummation
      of
      any of the transactions contemplated by this Agreement, and the fulfillment
      of
      or compliance with the terms hereof are in the ordinary course of business
      of
      the Depositor and will not (A) result in a material breach of any term or
      provision of the charter or by-laws of the Depositor or (B) materially conflict
      with, result in a material breach, violation or acceleration of, or result
      in a
      material default under, the terms of any other material agreement or instrument
      to which it is a party or by which it may be bound, or (C) constitute a material
      violation of any statute, order or regulation applicable to it of any court,
      regulatory body, administrative agency or governmental body having jurisdiction
      over the Depositor; and the Depositor is not in breach or violation of any
      material indenture or other material agreement or instrument, or in violation
      of
      any statute, order or regulation of any court, regulatory body, administrative
      agency or governmental body having jurisdiction over it which breach or
      violation may materially impair its ability to perform or meet any of its
      obligations under this Agreement.

    


    (iv) No
      litigation is pending or, to the best of its knowledge, threatened, against
      the
      Depositor that would materially and adversely affect the execution, delivery
      or
      enforceability of this Agreement or the ability of the Depositor to perform
      any
      of its obligations under this Agreement in accordance with the terms
      hereof.

    


    (v) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for its execution, delivery and performance by the Depositor
      of, or compliance by the Depositor with, this Agreement or the consummation
      of
      the transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, it has obtained the same.

    


    (b)
      The
      following representations and warranties are hereby made by the Sponsor to
      the
      Depositor, Wells Fargo, Ocwen, the Master Servicer, the Securities Administrator
      and the Trustee as of the date hereof:

    


    (i) The
      Sponsor is duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware and is duly authorized and qualified to transact any
      and all business contemplated by this Agreement to be conducted by the Sponsor
      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, to sell the
      Mortgage Loans in accordance with the terms of this Agreement and to perform
      any
      of its other obligations under this Agreement in accordance with the terms
      hereof.

    


    (ii) The
      Sponsor has the full corporate power and authority and to execute, deliver
      and
      perform, and to enter into and consummate the transactions contemplated by
      this
      Agreement and has duly authorized by all necessary corporate action on its
      part
      the execution, delivery and performance of this Agreement; and this Agreement,
      assuming the due authorization, execution and delivery hereof by the other
      parties hereto, constitutes its legal, valid and binding obligation of the
      Sponsor, enforceable against the Sponsor in accordance with its terms, except
      that (a) the enforceability hereof may be limited by bankruptcy, insolvency,
      moratorium, receivership and other similar laws relating to creditors’ rights
      generally and (b) the remedy of specific performance and injunctive and other
      forms of equitable relief may be subject to equitable defenses and to the
      discretion of the court before which any proceeding therefor may be brought
      and
      further subject to public policy with respect to indemnity and contribution
      under applicable securities law.

    


    (iii) The
      execution and delivery of this Agreement by the Sponsor, the consummation of
      any
      other of the transactions contemplated by this Agreement, and the fulfillment
      of
      or compliance with the terms hereof are in its ordinary course of business
      of
      the Sponsor and will not (A) result in a material breach of any term or
      provision of its charter or by-laws of the Sponsor or (B) materially conflict
      with, result in a material breach, violation or acceleration of, or result
      in a
      material default under, the terms of any other material agreement or instrument
      to which it is a party or by which it may be bound, or (C) constitute a material
      violation of any statute, order or regulation applicable to the Sponsor of
      any
      court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Sponsor; and the Sponsor is not in breach or violation
      of
      any material indenture or other material agreement or instrument, or in
      violation of any statute, order or regulation of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it which
      breach or violation may materially impair its ability to perform or meet any
      of
      its obligations under this Agreement.

    


    (iv) No
      litigation is pending or, to the best of the Sponsor’s knowledge, threatened,
      against the Sponsor that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or its ability to perform any
      of
      its obligations under this Agreement in accordance with the terms
      hereof.

    


    (v) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Sponsor
      of,
      or compliance with, this Agreement or the consummation of the transactions
      contemplated hereby, or if any such consent, approval, authorization or order
      is
      required, the Sponsor has obtained the same.

    


    (vi) The
      Sponsor has the right to terminate Ocwen as the Servicer of the Wells Fargo
      Mortgage Loans pursuant to Section 7.06 of the Pooling and Servicing Agreement
      and such termination shall be exercised in accordance with the terms and
      conditions of the Pooling and Servicing Agreement and all applicable
      law.

    


    SECTION
      5. Conditions Precedent.

    


    The
      transactions contemplated by this Agreement shall be conditioned upon the
      satisfaction of the following conditions precedent:

    


    (i) each
      of
      the Sponsor, Ocwen and the Master Servicer shall have executed this Agreement
      evidencing its consent to the appointment of Wells Fargo as the Servicer of
      the
      Wells Fargo Mortgage Loans under the Pooling and Servicing
      Agreement;

    


    (ii) Wells
      Fargo shall have executed this Agreement evidencing its acceptance of its
      appointment as the Servicer of the Wells Fargo Mortgage Loans under the Pooling
      and Servicing Agreement and its agreement to be bound by the terms of this
      Agreement and the Pooling and Servicing Agreement;

    


    (iii) the
      Sponsor shall have notified Ocwen of its decision to terminate Ocwen as the
      Servicer of the Wells Fargo Mortgage Loans under the Pooling and Servicing
      Agreement; and

    


    (iv) each
      Rating Agency has been notified in writing of the appointment of Wells Fargo
      as
      a Servicer.

    


    SECTION
      6. Effectiveness of this Agreement.

    


    Upon
      execution of this Agreement, the Pooling and Servicing Agreement shall be,
      and
      be deemed to be, modified and amended in accordance herewith and the respective
      rights, limitations, obligations, duties, liabilities and immunities of the
      Depositor, the Sponsor, Wells Fargo, Ocwen, the Master Servicer, the Securities
      Administrator and the Trustee shall hereafter be determined, exercised and
      enforced subject in all respects to such modifications and amendments, and
      all
      the terms and conditions of this Agreement shall be deemed to be part of the
      terms and conditions of the Pooling and Servicing Agreement for any and all
      purposes. Except as modified and expressly amended by this Agreement, the
      Pooling and Servicing Agreement is in all respects ratified and confirmed,
      and
      all the terms, provisions and conditions thereof shall be and remain in full
      force and effect.

    


    SECTION
      7. Binding Effect.

    


    The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the respective successors and assigns of the parties hereto, and all such
      provisions shall inure to the benefit of the Depositor, the Sponsor, Wells
      Fargo, Ocwen, the Master Servicer, the Securities Administrator and the
      Trustee.

    


    SECTION
      8. Governing Law.

    


    This
      Agreement shall be construed in accordance with the substantive laws of the
      State of New York (without regard to conflict of law principles) and the
      obligations, rights and remedies of the parties hereto shall be determined
      in
      accordance with such laws.

    


    SECTION
      9. Severability of Provisions.

    


    If
      any
      one or more of the provisions or terms of this Agreement shall be for any reason
      whatsoever held invalid, then such provisions or terms shall be deemed severable
      from the remaining provisions or terms of this Agreement and shall in no way
      affect the validity or enforceability of the other provisions or terms of this
      Agreement.

    


    SECTION
      10. Section Headings.

    


    The
      section headings herein are for convenience of reference only, and shall not
      limit or otherwise affect the meaning hereof.

    


    SECTION
      11. Counterparts.

    


    This
      Agreement may be executed in several counterparts, each of which shall be an
      original and all of which shall constitute but one and the same
      instrument.

    


    [signature
      pages follow]

    



    
      
        
           

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    




    
      
         

         

         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Depositor, the Sponsor, Wells Fargo, the Securities
      Administrator and the Trustee have caused their names to be signed hereto by
      their respective officers thereunto duly authorized as of the day and year
      first
      above written.

    


    
      	 	 	 	 	 	 	 	
              NOMURA
                HOME EQUITY LOAN, INC.,

              as
                Depositor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                John P. Graham

            
	 	 	 	 	 	 	 	
              Name:

            	
              John
                P. Graham

            
	 	 	 	 	 	 	 	
              Title:

            	
              Managing
                Director

            


    

    


    
      	 	 	 	 	 	 	 	
              NOMURA
                CREDIT & CAPITAL, INC.,

              as
                Sponsor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Jeane D. Leschak

            
	 	 	 	 	 	 	 	
              Name:

            	
              Jeane
                D. Leschak

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL

              ASSOCIATION,

              as
                a Servicer

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Laurie McGoogan

            
	 	 	 	 	 	 	 	
              Name:

            	
              Laurie
                McGoogan

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


    
      	 	 	 	 	 	 	 	
              OCWEN
                LOAN SERVICING, LLC,

              as
                a Servicer

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Richard Delgado

            
	 	 	 	 	 	 	 	
              Name:

            	
              Richard
                Delgado

            
	 	 	 	 	 	 	 	
              Title:

            	
              Authorized
                Representative

            


    

    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL

              ASSOCIATION,

              as
                Master Servicer and Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Kristen Ann Cronin

            
	 	 	 	 	 	 	 	
              Name:

            	
              Kristen
                Ann Cronin

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


    
      	 	 	 	 	 	 	 	
              HSBC
                BANK USA, NATIONAL

              ASSOCIATION

              as
                Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Elena Zheng

            
	 	 	 	 	 	 	 	
              Name:

            	
              Elena
                Zheng

            
	 	 	 	 	 	 	 	
              Title:

            	
              Assistant
                Vice President

            


    

    


    


    



    
      
        
           

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SCHEDULE
      1

    


    SCHEDULE
      OF WELLS FARGO MORTGAGE LOANS