Unassociated Document


    NOMURA
      HOME EQUITY LOAN, INC.,

    Depositor

    


     

    NOMURA
      CREDIT & CAPITAL, INC.,

    Sponsor

     

     

    GMAC
      MORTGAGE, LLC,

    a
      Servicer


     

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    Master
      Servicer and Securities Administrator

     

     

    and

    


     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION,

    Trustee

     

    
      	 	 	 


    

    


     

    


     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of October 1, 2006

     

    
      	 	 	 


    

    


     

    NOMURA
      HOME EQUITY LOAN, INC.

     

    ASSET-BACKED
      CERTIFICATES, SERIES 2006-AF1

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF CONTENTS

    


    
      	
               

              ARTICLE
                I

               

              DEFINITIONS

               

            
	
              Section
                1.01

            	
              Defined
                Terms.

            
	
              Section
                1.02

            	
              Allocation
                of Certain Interest Shortfalls.

            
	
               

              ARTICLE
                II

               

              CONVEYANCE
                OF TRUST FUND REPRESENTATIONS AND WARRANTIES

               

            
	
              Section
                2.01

            	
              Conveyance
                of Trust Fund.

            
	
              Section
                2.02

            	
              Acceptance
                of the Mortgage Loans.

            
	
              Section
                2.03

            	
              Representations,
                Warranties and Covenants of GMACM, the Sponsor and the Master
                Servicer.

            
	
              Section
                2.04

            	
              Representations
                and Warranties of the Depositor.

            
	
              Section
                2.05

            	
              Delivery
                of Opinion of Counsel in Connection with Substitutions and
                Repurchases.

            
	
              Section
                2.06

            	
              Issuance
                of the REMIC I Regular Interests.

            
	
              Section
                2.07

            	
              Conveyance
                of the REMIC I Regular Interests; Issuance and Conveyance of the
                Class X
                Interest, the Class P Interest, and the Class IO
                Interest.

            
	
              Section
                2.08

            	
              Issuance
                of the Class R Certificates and the Class R-X
                Certificates.

            
	
              Section
                2.09

            	
              Establishment
                of Trust.

            
	
              Section
                2.10

            	
              Purpose
                and Powers of the Trust.

            
	
               

              ARTICLE
                III

               

              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

               

            
	
              Section
                3.01

            	
              GMACM
                to act as Servicer of the related Mortgage Loans.

            
	
              Section
                3.02

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            
	
              Section
                3.03

            	
              Subservicers.

            
	
              Section
                3.04

            	
              Documents,
                Records and Funds in Possession of a Servicer To Be Held for
                Trustee.

            
	
              Section
                3.05

            	
              Maintenance
                of Hazard Insurance.

            
	
              Section
                3.06

            	
              Presentment
                of Claims and Collection of Proceeds.

            
	
              Section
                3.07

            	
              Maintenance
                of Insurance Policies.

            
	
              Section
                3.08

            	
              Reserved.

            
	
              Section
                3.09

            	
              Realization
                Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
                Proceeds and Realized Losses; Repurchases of Certain Mortgage
                Loans.

            
	
              Section
                3.10

            	
              Servicing
                Compensation.

            
	
              Section
                3.11

            	
              REO
                Property.

            
	
              Section
                3.12

            	
              Liquidation
                Reports.

            
	
              Section
                3.13

            	
              Annual
                Statement as to Compliance.

            
	
              Section
                3.14

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              Section
                3.15

            	
              Books
                and Records.

            
	
              Section
                3.16

            	
              The
                Trustee.

            
	
              Section
                3.17

            	
              REMIC-Related
                Covenants.

            
	
              Section
                3.18

            	
              Annual
                Sarbanes-Oxley Certification; Additional Information.

            
	
              Section
                3.19

            	
              Release
                of Mortgage Files.

            
	
              Section
                3.20

            	
              Documents,
                Records and Funds in Possession of the Servicers to be held for
                Trustee.

            
	
              Section
                3.21

            	
              Possession
                of Certain Insurance Policies and Documents.

            
	
              Section
                3.22

            	
              [Reserved].

            
	
              Section
                3.23

            	
              [Reserved].

            
	
              Section
                3.24

            	
              Optional
                Purchase of Certain Mortgage Loans.

            
	
              Section
                3.25

            	
              [Reserved].

            
	
              Section
                3.26

            	
              Collection
                of Mortgage Loan Payments; Custodial Accounts.

            
	
              Section
                3.27

            	
              Permitted
                Withdrawals From the Custodial Accounts.

            
	
              Section
                3.28

            	
              Reports
                to Master Servicer.

            
	
              Section
                3.29

            	
              Collection
                of Taxes; Assessments and Similar Items; Escrow
                Accounts.

            
	
              Section
                3.30

            	
              [Reserved].

            
	
              Section
                3.31

            	
              Distribution
                Account.

            
	
              Section
                3.32

            	
              Permitted
                Withdrawals and Transfers from the Distribution
                Account.

            
	
              Section
                3.33

            	
              Credit
                Risk Management Services and Reports; Reliability of
                Data.

            
	
              Section
                3.34

            	
              Intellectual
                Property and Confidentiality.

            
	
              Section
                3.35

            	
              Limitation
                Upon Liability of Credit Risk Manager; Indemnification.

            
	
              Section
                3.36

            	
              Resignation
                or Removal of Credit Risk Manager.

            
	
               

              ARTICLE
                IV

               

              ADMINISTRATION
                AND MASTER SERVICING OF THE MORTGAGE LOANS

               

            
	
              Section
                4.01

            	
              The
                Master Servicer.

            
	
              Section
                4.02

            	
              Monitoring
                of Servicers.

            
	
              Section
                4.03

            	
              Fidelity
                Bond.

            
	
              Section
                4.04

            	
              Power
                to Act; Procedures.

            
	
              Section
                4.05

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            
	
              Section
                4.06

            	
              Documents,
                Records and Funds in Possession of Master Servicer To Be Held for
                Trustee.

            
	
              Section
                4.07

            	
              Standard
                Hazard Insurance and Flood Insurance Policies.

            
	
              Section
                4.08

            	
              Presentment
                of Claims and Collection of Proceeds.

            
	
              Section
                4.09

            	
              Maintenance
                of the Primary Mortgage Insurance Policies.

            
	
              Section
                4.10

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents.

            
	
              Section
                4.11

            	
              Realization
                Upon Defaulted Loans.

            
	
              Section
                4.12

            	
              Compensation
                for the Master Servicer.

            
	
              Section
                4.13

            	
              REO
                Property.

            
	
              Section
                4.14

            	
              Obligation
                of the Master Servicer in Respect of Prepayment Interest
                Shortfalls.

            
	
               

              ARTICLE
                V

               

              ADVANCES
                AND DISTRIBUTIONS

               

            
	
              Section
                5.01

            	
              Advances.

            
	
              Section
                5.02

            	
              Compensating
                Interest Payments.

            
	
              Section
                5.03

            	
              REMIC
                Distributions.

            
	
              Section
                5.04

            	
              Distributions.

            
	
              Section
                5.05

            	
              Allocation
                of Realized Losses.

            
	
              Section
                5.06

            	
              [Reserved].

            
	
              Section
                5.07

            	
              Monthly
                Statements to Certificateholders.

            
	
              Section
                5.08

            	
              REMIC
                Designations and REMIC Allocations.

            
	
              Section
                5.09

            	
              Prepayment
                Charges.

            
	
              Section
                5.10

            	
              Class
                P Certificate Account.

            
	
              Section
                5.11

            	
              Net
                WAC Reserve Fund.

            
	
              Section
                5.12

            	
              Supplemental
                Interest Trust.

            
	
              Section
                5.13

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            
	
              Section
                5.14

            	
              Reports
                Filed with Securities and Exchange Commission.

            
	
               

              ARTICLE
                VI

               

              THE
                CERTIFICATES

               

            
	
              Section
                6.01

            	
              The
                Certificates.

            
	
              Section
                6.02

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            
	
              Section
                6.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              Section
                6.04

            	
              Persons
                Deemed Owners.

            
	
              Section
                6.05

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            
	
              Section
                6.06

            	
              Book-Entry
                Certificates.

            
	
              Section
                6.07

            	
              Notices
                to Depository.

            
	
              Section
                6.08

            	
              Definitive
                Certificates.

            
	
              Section
                6.09

            	
              Maintenance
                of Office or Agency.

            
	
               

              ARTICLE
                VII

               

              THE
                DEPOSITOR, THE RELATED SERVICER AND THE MASTER SERVICER

               

            
	
              Section
                7.01

            	
              Liabilities
                of the Depositor, the related Servicer and the Master
                Servicer.

            
	
              Section
                7.02

            	
              Merger
                or Consolidation of the Depositor, the related Servicer or the Master
                Servicer.

            
	
              Section
                7.03

            	
              Indemnification
                of the Depositor and Servicing Function Participants.

            
	
              Section
                7.04

            	
              Limitations
                on Liability of the Depositor, Securities Administrator, Master Servicer,
                Servicer and Others.

            
	
              Section
                7.05

            	
              The
                related Servicer Not to Resign.

            
	
              Section
                7.06

            	
              Termination
                of the Servicer Without Cause; Appointment of Special
                Servicer.

            
	
              Section
                7.07

            	
              Limitation
                on Resignation of the Master Servicer.

            
	
              Section
                7.08

            	
              Assignment
                of Master Servicing.

            
	
              Section
                7.09

            	
              Rights
                of the Depositor in Respect of the Servicer and the Master
                Servicer.

            
	
               

              ARTICLE
                VIII

               

              DEFAULT;
                TERMINATION OF SERVICER AND MASTER SERVICER

               

            
	
              Section
                8.01

            	
              Events
                of Default.

            
	
              Section
                8.02

            	
              Master
                Servicer or Trustee to Act; Appointment of Successor.

            
	
              Section
                8.03

            	
              Notification
                to Certificateholders.

            
	
              Section
                8.04

            	
              Waiver
                of Servicer Defaults and Master Servicer Defaults.

            
	
               

              ARTICLE
                IX

               

              CONCERNING
                THE TRUSTEE AND SECURITIES ADMINISTRATOR

               

            
	
              Section
                9.01

            	
              Duties
                of Trustee and Securities Administrator.

            
	
              Section
                9.02

            	
              Certain
                Matters Affecting the Trustee and Securities
                Administrator.

            
	
              Section
                9.03

            	
              Trustee
                and Securities Administrator not Liable for Certificates or Mortgage
                Loans.

            
	
              Section
                9.04

            	
              Trustee
                and Securities Administrator May Own Certificates.

            
	
              Section
                9.05

            	
              Fees
                and Expenses of Trustee and Securities Administrator.

            
	
              Section
                9.06

            	
              Eligibility
                Requirements for Trustee and Securities Administrator.

            
	
              Section
                9.07

            	
              Resignation
                and Removal of Trustee and Securities Administrator.

            
	
              Section
                9.08

            	
              Successor
                Trustee or Securities Administrator.

            
	
              Section
                9.09

            	
              Merger
                or Consolidation of Trustee or Securities
                Administrator.

            
	
              Section
                9.10

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              Section
                9.11

            	
              Appointment
                of Office or Agency.

            
	
              Section
                9.12

            	
              Representations
                and Warranties.

            
	
              Section
                9.13

            	
              Tax
                Matters.

            
	
               

              ARTICLE
                X

               

              TERMINATION

               

            
	
              Section
                10.01

            	
              Termination
                Upon Liquidation or Repurchase of all Mortgage Loans.

            
	
              Section
                10.02

            	
              Final
                Distribution on the Certificates.

            
	
              Section
                10.03

            	
              Additional
                Termination Requirements.

            
	
               

              ARTICLE
                XI

               

              MISCELLANEOUS
                PROVISIONS

               

            
	
              Section
                11.01

            	
              Amendment.

            
	
              Section
                11.02

            	
              Recordation
                of Agreement; Counterparts.

            
	
              Section
                11.03

            	
              GOVERNING
                LAW.

            
	
              Section
                11.04

            	
              Intention
                of Parties.

            
	
              Section
                11.05

            	
              Notices.

            
	
              Section
                11.06

            	
              Severability
                of Provisions.

            
	
              Section
                11.07

            	
              Assignment.

            
	
              Section
                11.08

            	
              Limitation
                on Rights of Certificateholders.

            
	
              Section
                11.09

            	
              Certificates
                Nonassessable and Fully Paid.

            
	
              Section
                11.10

            	
              Intention
                of the Parties and Interpretation.

            
	
              Section
                11.11

            	
              Early
                Termination of the Cap Contract.

            
	
              Section
                11.12

            	
              Early
                Termination of Swap Agreement.

            
	 	 
	 	 
	
              EXHIBITS

            	 
	 	 
	
              Exhibit
                A-1

            	
              Form
                of Class A-[1][2][3][4] Certificates

            
	
              Exhibit
                A-2 

            	
              Form
                of Class M-[1][2][3] Certificates

            
	
              Exhibit
                A-3

            	
              Form
                of Class P Certificates

            
	
              Exhibit
                A-4

            	
              Form
                of Class R Certificates

            
	
              Exhibit
                A-5

            	
              Form
                of Class X Certificates

            
	
              Exhibit
                A-6

            	
              Form
                of Class R-X Certificates

            
	
              Exhibit B

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit C

            	
              Form
                of Mortgage Loan Purchase Agreement

            
	
              Exhibit D

            	
              Form
                of Transfer Affidavit

            
	
              Exhibit E

            	
              Form
                of Transferor Certificate

            
	
              Exhibit F

            	
              Form
                of Investment Letter (Non-Rule 144A)

            
	
              Exhibit G

            	
              Form
                of Rule 144A Investment Letter

            
	
              Exhibit H

            	
              Form
                of Additional Disclosure Notification

            
	
              Exhibit
                I

            	
              DTC
                Letter of Representations

            
	
              Exhibit
                J

            	
              Schedule
                of Mortgage Loans with Lost Notes

            
	
              Exhibit K

            	
              Appendix
                E of the Standard & Poor's Glossary For File Format For LEVELS®
                Version 5.6 Revised

            
	
              Exhibit L

            	
              Relevant
                Servicing Criteria

            
	
              Exhibit M

            	
              Form
                of Back-Up Certification

            
	
              Exhibit N

            	
              Reporting
                Responsibility

            
	
              Exhibit O

            	
              Assignment,
                Assumption and Recognition Agreement

            
	
              Exhibit
                P

            	
              Cap
                Contract

            
	
              Exhibit
                X-1

            	
              Form
                of Schedule of Default Loan Data

            
	
              Exhibit
                X-2

            	
              Standard
                File Layout - Delinquency Reporting

            
	
              Exhibit
                X-3

            	
              Form
                of Schedule of Realized Losses/Gains

            
	
              Exhibit
                Y

            	
              Interest
                Rate Swap Agreement

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    POOLING
      AND SERVICING AGREEMENT, dated as of October 1, 2006, among NOMURA HOME EQUITY
      LOAN, INC., a Delaware corporation, as depositor (the “Depositor”), NOMURA
      CREDIT & CAPITAL, INC., a Delaware corporation, as seller (in such capacity,
      the “Sponsor”), GMAC MORTGAGE, LLC, a Delaware limited liability company, as a
      servicer (a “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
      banking association, as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”) and HSBC BANK USA, NATIONAL
      ASSOCIATION, a national banking association, not in its individual capacity,
      but
      solely as trustee (the “Trustee”).

     

    PRELIMINARY
      STATEMENT

     

    The
      Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
      in return for the Certificates.

     

    REMIC I

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Mortgage Loans and certain other
      related assets as set forth in the definition of REMIC I (exclusive of the
      Cap
      Contract and the Net WAC Reserve Fund and, for the avoidance of doubt, the
      Supplemental Interest Trust and the Swap Agreement) subject to this Agreement
      as
      a real estate mortgage investment conduit (a “REMIC”) for federal income tax
      purposes, and such segregated pool of assets will be designated as
“REMIC I”. The Class R-1 Interest will represent the sole class of
“residual interests” in REMIC I for purposes of the REMIC Provisions (as
      defined herein) under federal income tax law. The following table irrevocably
      sets forth the designation, the Uncertificated REMIC I Pass-Through Rate,
      the Initial Uncertificated Principal Balance, and for purposes of satisfying
      Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
      maturity date” for each of the REMIC I Regular Interests. None of the
      REMIC I Regular Interests will be certificated.

    

      
        	
                Designation

              	
                Uncertificated
                  REMIC I

                Pass-Through
                  Rate

              	 	
                Initial
                  Certificate

                Principal
                  Balance

              	
                Assumed
                  Final

                Maturity
                  Date(1)

              
	
                I

              	
                (2)

              	
                $

              	
                267,258,655.80
                  

              	
                October
                  25, 2036

              
	
                I-1-A

              	
                (2)

              	
                $

              	
                2,071,573.17
                  

              	
                October
                  25, 2036

              
	
                I-1-B

              	
                (2)

              	
                $

              	
                2,071,573.17
                  

              	
                October
                  25, 2036

              
	
                I-2-A

              	
                (2)

              	
                $

              	
                2,665,717.84
                  

              	
                October
                  25, 2036

              
	
                I-2-B

              	
                (2)

              	
                $

              	
                2,665,717.84
                  

              	
                October
                  25, 2036

              
	
                I-3-A

              	
                (2)

              	
                $

              	
                2,562,205.67
                  

              	
                October
                  25, 2036

              
	
                I-3-B

              	
                (2)

              	
                $

              	
                2,562,205.67
                  

              	
                October
                  25, 2036

              
	
                I-4-A

              	
                (2)

              	
                $

              	
                2,462,705.67
                  

              	
                October
                  25, 2036

              
	
                I-4-B

              	
                (2)

              	
                $

              	
                2,462,705.67
                  

              	
                October
                  25, 2036

              
	
                I-5-A

              	
                (2)

              	
                $

              	
                2,367,062.56
                  

              	
                October
                  25, 2036

              
	
                I-5-B

              	
                (2)

              	
                $

              	
                2,367,062.56
                  

              	
                October
                  25, 2036

              
	
                I-6-A

              	
                (2)

              	
                $

              	
                2,275,127.07
                  

              	
                October
                  25, 2036

              
	
                I-6-B

              	
                (2)

              	
                $

              	
                2,275,127.07
                  

              	
                October
                  25, 2036

              
	
                I-7-A

              	
                (2)

              	
                $

              	
                2,186,755.67
                  

              	
                October
                  25, 2036

              
	
                I-7-B

              	
                (2)

              	
                $

              	
                2,186,755.67
                  

              	
                October
                  25, 2036

              
	
                I-8-A

              	
                (2)

              	
                $

              	
                2,101,810.42
                  

              	
                October
                  25, 2036

              
	
                I-8-B

              	
                (2)

              	
                $

              	
                2,101,810.42
                  

              	
                October
                  25, 2036

              
	
                I-9-A

              	
                (2)

              	
                $

              	
                2,020,158.69
                  

              	
                October
                  25, 2036

              
	
                I-9-B

              	
                (2)

              	
                $

              	
                2,020,158.69
                  

              	
                October
                  25, 2036

              
	
                I-10-A

              	
                (2)

              	
                $

              	
                1,941,672.98
                  

              	
                October
                  25, 2036

              
	
                I-10-B

              	
                (2)

              	
                $

              	
                1,941,672.98
                  

              	
                October
                  25, 2036

              
	
                I-11-A

              	
                (2)

              	
                $

              	
                561,794.67
                  

              	
                October
                  25, 2036

              
	
                I-11-B

              	
                (2)

              	
                $

              	
                561,794.67
                  

              	
                October
                  25, 2036

              
	
                I-12-A

              	
                (2)

              	
                $

              	
                1,138,278.68
                  

              	
                October
                  25, 2036

              
	
                I-12-B

              	
                (2)

              	
                $

              	
                1,138,278.68
                  

              	
                October
                  25, 2036

              
	
                I-13-A

              	
                (2)

              	
                $

              	
                1,094,023.51
                  

              	
                October
                  25, 2036

              
	
                I-13-B

              	
                (2)

              	
                $

              	
                1,094,023.51
                  

              	
                October
                  25, 2036

              
	
                I-14-A

              	
                (2)

              	
                $

              	
                1,051,485.44
                  

              	
                October
                  25, 2036

              
	
                I-14-B

              	
                (2)

              	
                $

              	
                1,051,485.44
                  

              	
                October
                  25, 2036

              
	
                I-15-A

              	
                (2)

              	
                $

              	
                1,010,597.95
                  

              	
                October
                  25, 2036

              
	
                I-15-B

              	
                (2)

              	
                $

              	
                1,010,597.95
                  

              	
                October
                  25, 2036

              
	
                I-16-A

              	
                (2)

              	
                $

              	
                971,297.12
                  

              	
                October
                  25, 2036

              
	
                I-16-B

              	
                (2)

              	
                $

              	
                971,297.12
                  

              	
                October
                  25, 2036

              
	
                I-17-A

              	
                (2)

              	
                $

              	
                933,532.43
                  

              	
                October
                  25, 2036

              
	
                I-17-B

              	
                (2)

              	
                $

              	
                933,532.43
                  

              	
                October
                  25, 2036

              
	
                I-18-A

              	
                (2)

              	
                $

              	
                897,222.11
                  

              	
                October
                  25, 2036

              
	
                I-18-B

              	
                (2)

              	
                $

              	
                897,222.11
                  

              	
                October
                  25, 2036

              
	
                I-19-A

              	
                (2)

              	
                $

              	
                862,321.12
                  

              	
                October
                  25, 2036

              
	
                I-19-B

              	
                (2)

              	
                $

              	
                862,321.12
                  

              	
                October
                  25, 2036

              
	
                I-20-A

              	
                (2)

              	
                $

              	
                828,774.85
                  

              	
                October
                  25, 2036

              
	
                I-20-B

              	
                (2)

              	
                $

              	
                828,774.85
                  

              	
                October
                  25, 2036

              
	
                I-21-A

              	
                (2)

              	
                $

              	
                796,530.82
                  

              	
                October
                  25, 2036

              
	
                I-21-B

              	
                (2)

              	
                $

              	
                796,530.82
                  

              	
                October
                  25, 2036

              
	
                I-22-A

              	
                (2)

              	
                $

              	
                765,538.56
                  

              	
                October
                  25, 2036

              
	
                I-22-B

              	
                (2)

              	
                $

              	
                765,538.56
                  

              	
                October
                  25, 2036

              
	
                I-23-A

              	
                (2)

              	
                $

              	
                735,774.60
                  

              	
                October
                  25, 2036

              
	
                I-23-B

              	
                (2)

              	
                $

              	
                735,774.60
                  

              	
                October
                  25, 2036

              
	
                I-24-A

              	
                (2)

              	
                $

              	
                707,173.51
                  

              	
                October
                  25, 2036

              
	
                I-24-B

              	
                (2)

              	
                $

              	
                707,173.51
                  

              	
                October
                  25, 2036

              
	
                I-25-A

              	
                (2)

              	
                $

              	
                679,800.31
                  

              	
                October
                  25, 2036

              
	
                I-25-B

              	
                (2)

              	
                $

              	
                679,800.31
                  

              	
                October
                  25, 2036

              
	
                I-26-A

              	
                (2)

              	
                $

              	
                653,352.15
                  

              	
                October
                  25, 2036

              
	
                I-26-B

              	
                (2)

              	
                $

              	
                653,352.15
                  

              	
                October
                  25, 2036

              
	
                I-27-A

              	
                (2)

              	
                $

              	
                627,912.54
                  

              	
                October
                  25, 2036

              
	
                I-27-B

              	
                (2)

              	
                $

              	
                627,912.54
                  

              	
                October
                  25, 2036

              
	
                I-28-A

              	
                (2)

              	
                $

              	
                15,451,299.95
                  

              	
                October
                  25, 2036

              
	
                I-28-B

              	
                (2)

              	
                $

              	
                15,451,299.95
                  

              	
                October
                  25, 2036

              
	
                P

              	
                (3)

              	
                $

              	
                100.00
                  

              	
                October
                  25, 2036

              


      

    

    ___________________

    
      	
              (1)

               

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

               

            
	
              (2)

               

            	
              Calculated
                in accordance with the definition of “Uncertificated REMIC I Pass-Through
                Rate” herein.

               

            
	
              (3)

            	
              The
                REMIC I Regular Interest LT-P will not be entitled to distributions
                of
                interest.

            


    

    


     

    REMIC II

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the REMIC I Regular Interests as a
      REMIC for federal income tax purposes, and such segregated pool of assets will
      be designated as “REMIC II”. The Class R-2 Interest will represent the sole
      class of “residual interests” in REMIC II for purposes of the REMIC
      Provisions. The following table irrevocably sets forth the Class designation,
      Pass-Through Rate and Initial Certificate Principal Balance for each Class
      of
      REMIC II Regular Interests that represents one or more of the “regular
      interests” in REMIC II created hereunder: The following table irrevocably
      sets forth the designation, the Uncertificated REMIC II Pass-Through Rate,
      the Initial Uncertificated Principal Balance, and for purposes of satisfying
      Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
      maturity date” for each of the REMIC II Regular Interests. None of the
      REMIC II Regular Interests will be certificated.

     

    
      	
              Designation

            	
              Initial
                Uncertificated

              Principal
                Balance

            	
              Uncertificated

              REMIC
                II

              Pass-Through
                Rate

            	
              Assumed
                Final Distribution Date(1)

            
	
              LT-AA

            	
              $ 182,329,811.34

            	
              (2)

            	
              October
                25, 2036

            
	
              LT-A1

            	
              $      
                 744,075.00

            	
              (2)

            	
              October
                25, 2036

            
	
              LT-A2

            	
              $      
                 130,515.00

            	
              (2)

            	
              October
                25, 2036

            
	
              LT-A3

            	
              $
                        306,355.00

            	
              (2)

            	
              October
                25, 2036

            
	
              LT-A4

            	
              $      
                 524,215.00

            	
              (2)

            	
              October
                25, 2036

            
	
              LT-M1

            	
              $         
                 75,350.00

            	
              (2)

            	
              October
                25, 2036

            
	
              LT-M2

            	
              $         
                 52,095.00

            	
              (2)

            	
              October
                25, 2036

            
	
              LT-M3

            	
              $         
                 26,975.00

            	
              (2)

            	
              October
                25, 2036

            
	
              LT-ZZ

            	
              $    
                 1,861,436.56

            	
              (2)

            	
              October
                25, 2036

            
	
              LT-IO

            	
              (4)

            	
              (2)

            	
              October
                25, 2036

            
	
              LT-P

            	
              $              
                 100.00

            	
              (3)

            	
              October
                25, 2036

            
	
              LT-SC

            	
              $         
                 10,484.30

            	
              (2)

            	
              October
                25, 2036

            
	
              LT-NSC

            	
              $         
                 26,725.87

            	
              (2)

            	
              October
                25, 2036

            
	
              LT-XX

            	
              $
                 186,013,617.73

            	
              (2)

            	
              October
                25, 2036

            


    

    


    ___________________

    
      	
              (1)

               

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

               

            
	
              (2)

               

            	
              Calculated
                in accordance with the definition of “Uncertificated REMIC II Pass-Through
                Rate” herein.

               

            
	
              (3)

               

            	
              REMIC
                II Regular Interest LT-P will not be entitled to distributions of
                interest.

               

            
	
              (4)

            	
              REMIC
                II Regular Interest LT-IO will not have an Uncertificated Principal
                Balance, but will accrue interest on its Uncertificated Notional
                Amount,
                as defined herein.

            


    

    


     

    REMIC
      III


     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the REMIC II Regular Interests as a
      REMIC for federal income tax purposes, and such segregated pool of assets will
      be designated as “REMIC III”. The Class R-3 Interest will represent the
      sole class of “residual interests” in REMIC III for purposes of the REMIC
      Provisions. The following table irrevocably sets forth the Class designation,
      Pass-Through Rate and Initial Certificate Principal Balance for each Class
      of
      Certificates or REMIC III Regular Interests that represents one or more of
      the
“regular interests” in REMIC III created hereunder:

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final 

              Maturity
                Date(1)

            
	
              Class
                A-1

            	
              $ 148,815,000.00

            	
              Class
                A-1 Pass-Through Rate

            	
              October
                25, 2036

            
	
              Class
                A-2

            	
              $
                 26,103,000.00

            	
              Class
                A-2 Pass-Through Rate

            	
              October
                25, 2036

            
	
              Class
                A-3

            	
              $
                 61,271,000.00

            	
              Class
                A-3 Pass-Through Rate

            	
              October
                25, 2036

            
	
              Class
                A-4

            	
              $ 104,843,000.00

            	
              Class
                A-4 Pass-Through Rate

            	
              October
                25, 2036

            
	
              Class
                M-1

            	
              $
                 15,070,000.00

            	
              Class
                M-1 Pass-Through Rate

            	
              October
                25, 2036

            
	
              Class
                M-2

            	
              $
                 10,419,000.00

            	
              Class
                M-2 Pass-Through Rate

            	
              October
                25, 2036

            
	
              Class
                M-3

            	
              $  
                 5,395,000.00

            	
              Class
                M-3 Pass-Through Rate

            	
              October
                25, 2036

            
	
              Class
                X Interest

            	
              $     
                 185,655.80

            	
              Class
                X Pass-Through Rate

            	
              October
                25, 2036

            
	
              Class
                P Interest

            	
              $            
                 100.00

            	
              N/A(3)

            	
              October
                25, 2036

            
	
              Class
                IO Interest

            	
              N/A(4)

            	
              N/A(5)

            	 


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

            	
              The
                Class X Interest will not accrue interest on its Certificate Principal
                Balance, but will accrue interest at the Class X Pass-Through Rate
                on the
                Certificate Notional Balance of the Class X Interest outstanding
                from time
                to time which shall equal the aggregate of the Uncertificated Principal
                Balances of the REMIC II Regular Interests (other than REMIC II
                Regular Interest LT-P and REMIC II Regular Interest LT-IO).
                

            
	
              (3)

               

            	
              The
                Class P Interest will not be entitled to distributions in respect
                of
                interest.

               

            
	
              (4)

               

            	
              For
                federal income tax purposes, the Class IO Interest will not have
                a
                Pass-Through Rate, but will be entitled to 100% of the amounts distributed
                on REMIC II Regular Interest LT-IO.

               

            
	
              (5)

               

            	
              For
                federal income tax purposes, the Class IO Interest will not have
                an
                Uncertificated Principal Balance, but will have a notional amount
                equal to
                the Uncertificated Notional Amount of REMIC II Regular Interest
                IO.

               

            


    

    


    REMIC
      IV


     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Class X Interest as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC IV”. The R-4 Interest will represent the sole class of
“residual interests” in REMIC IV for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the Class designation, Pass-Through
      Rate
      and Initial Certificate Principal Balance for each Class of Certificates that
      represents one or more of the “regular interests” in REMIC IV created
      hereunder:

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final 

              Distribution
                Date(1)

            
	
              Class
                X

            	
              $ 100

            	
              (2)

            	
              October
                25, 2036

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

            	
              The
                Class X Certificates will be entitled to 100% of amounts distributed
                on
                the Class X Interest. 

            


    

     

     

    REMIC
      V


     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Class P Interest as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC V”. The R-5 Interest will represent the sole class of
“residual interests” in REMIC V for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the Class designation, Pass-Through
      Rate
      and Initial Certificate Principal Balance for each Class of Certificates that
      represents one or more of the “regular interests” in REMIC V created
      hereunder:

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final

              Distribution
                Date(1)

            
	
              Class
                P

            	
              $ 100

            	
              (2)

            	
              October
                25, 2036

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

            	
              The
                Class P Certificates will be entitled to 100% of amounts distributed
                on
                the Class P Interest. 

            


    

     

     

    REMIC
      VI


     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Class IO Interest as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC VI”. The R-6 interest will represent the sole class of
“residual interests” in REMIC VI for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the Class designation, Pass-Through
      Rate
      and Initial Certificate Principal Balance for each Class of Certificates that
      represents one or more of the “regular interests” in REMIC VI created
      hereunder:

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Notional
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final

              Distribution
                    Date(1)

            
	
              Swap-IO

            	
              (2)

            	
              (3)

            	
              October
                25, 2036

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

            	
              REMIC
                VI Regular Interest Swap-IO will have not a Certificate Notional
                Balance
                but will be entitled to 100% of amounts distributed on the Class
                IO
                Interest.

            
	
              (3)

            	
              REMIC
                VI Regular Interest Swap-IO will be entitled to 100% of amounts
                distributed on the Class IO Interest.


            


    

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      consideration of the mutual agreements herein contained, the Depositor, GMAC
      Mortgage, LLC, the Master Servicer, the Securities Administrator, the Sponsor
      and the Trustee agree as follows:

     

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01  Defined
      Terms.

     

    In
      addition to those terms defined in Section 1.02, whenever used in this
      Agreement, the following words and phrases, unless the context otherwise
      requires, shall have the following meanings:

     

    Accepted
      Master Servicing Practices:
      With
      respect to any Mortgage Loan, those customary mortgage master servicing
      practices of prudent mortgage servicing institutions that master service
      mortgage loans of the same type and quality as such Mortgage Loan in the
      jurisdiction where the related Mortgaged Property is located, to the extent
      applicable to the Master Servicer.

     

    Account:
      Either
      the Distribution Account or the Custodial Account.

     

    Accrual
      Period:
      With
      respect to the Certificates (other than the Class A-4 Certificates), the
      calendar month immediately preceding such Distribution Date. With respect to
      the
      Class A-4 Certificates and any Distribution Date, the period commencing on
      the
      immediately preceding Distribution Date (or with respect to the first Accrual
      Period, the Closing Date) and ending on the day immediately preceding the
      related Distribution Date. All calculations of interest on the Certificates
      (other than the Class A-4 Certificates) will be based on a 360-day year
      consisting of twelve 30-day months. All calculations of interest on the Class
      A-4 Certificates will be made based on a 360-day year and the actual number
      of
      days elapsed in the related Accrual Period.

     

    Additional
      Disclosure Notification:
      Has the
      meaning set forth in Section 5.14 of this Agreement.

     

    Additional
      Form 10-D Disclosure:
      Has the
      meaning set forth in Section 5.14(a) of this Agreement.

     

    Additional
      Form 10-K Disclosure:
      Has the
      meaning set forth in Section 5.14(d) of this Agreement.

     

    Advance:
      An
      advance of delinquent payments of principal or interest in respect of a Mortgage
      Loan required to be made by related Servicer or by the Master Servicer pursuant
      to Section 5.01 or pursuant to the Servicing Agreement.

     

    Advance
      Facility:
      As
      defined in Section 5.01(b)(i).

     

    Advance
      Facility Notice:
      As
      defined in Section 5.01(b)(ii).

     

    Advance
      Financing Person:
      As
      defined in Section 5.01(b)(i).

     

    Advance
      Reimbursement Amount:
      As
      defined in Section 5.01(b)(ii).

     

    Aggregate
      Loan Balance:
      With
      respect to any Distribution Date, the aggregate of the Stated Principal Balances
      of the Mortgage Loans as of the last day of the related Due Period.

     

    Agreement:
      This
      Pooling and Servicing Agreement and any and all amendments or supplements hereto
      made in accordance with the terms herein.

     

    Allocated
      Realized Loss Amount:
      With
      respect to Distribution Date and any Class of Mezzanine Certificates is an
      amount equal to the sum of any Realized Loss allocated to that Class of
      Certificates on such Distribution Date and any Allocated Realized Loss Amount
      for that Class remaining unpaid from the previous Distribution
      Date.

     

    Amount
      Held for Future Distribution:
      As to
      any Distribution Date, the aggregate amount held in the related Custodial
      Account at the close of business on the immediately preceding Determination
      Date
      on account of (i) all Scheduled Payments or portions thereof received in respect
      of the Mortgage Loans due after the related Due Period and (ii) Principal
      Prepayments and Liquidation Proceeds received in respect of the Mortgage Loans
      after the last day of the related Prepayment Period.

     

    Annual
      Statement of Compliance:
      As
      defined in Section 3.13.

     

    Appraised
      Value:
      With
      respect to any Mortgage Loan originated in connection with a refinancing, the
      appraised value of the Mortgaged Property based upon the appraisal made at
      the
      time of such refinancing or, with respect to any other Mortgage Loan, the lesser
      of (x) the appraised value of the Mortgaged Property based upon the appraisal
      made by a fee appraiser at the time of the origination of the Mortgage Loan,
      and
      (y) the sales price of the Mortgaged Property at the time of such
      origination.

     

    Assignment
      Agreement:
      Shall
      mean the Assignment, Assumption and Recognition Agreement, dated as of November
      9, 2006, among the Sponsor, the Depositor and Wells Fargo Bank, N.A., as
      servicer, pursuant to which the Servicing Agreement was assigned to the
      Depositor, a copy of which is attached hereto as Exhibit O.

     

    Assumed
      Final Distribution Date:
      The
      Distribution Date in October 2036. 

     

    Authorized
      Servicer Representative:
      Any
      officer of a Servicer involved in, or responsible for, the administration and
      servicing of the related Mortgage Loans whose name and facsimile signature
      appear on a list of servicing officers furnished to the Trustee and the Master
      Servicer by such Servicer on the Closing Date, as such list may from time to
      time be amended.

     

    Available
      Distribution Amount:
      The sum
      of the Interest Remittance Amount and Principal Funds, exclusive of amounts
      pursuant to Section 5.09.

     

    Balloon
      Mortgage Loan:
      A
      Mortgage Loan that provides for the payment of the unamortized principal balance
      of such Mortgage Loan in a single payment, that is substantially greater than
      the preceding monthly payment at the maturity of such Mortgage
      Loan.

     

    Balloon
      Payment:
      A
      payment of the unamortized principal balance of a Mortgage Loan in a single
      payment, that is substantially greater than the preceding Monthly Payment at
      the
      maturity of such Mortgage Loan.

     

    Bankruptcy
      Code:
      Title
      11 of the United States Code.

     

    Book-Entry
      Certificates:
      Any of
      the Certificates that shall be registered in the name of the Depository or
      its
      nominee, the ownership of which is reflected on the books of the Depository
      or
      on the books of a person maintaining an account with the Depository (directly,
      as a “Depository Participant”, or indirectly, as an indirect participant in
      accordance with the rules of the Depository and as described in
      Section 6.06). As of the Closing Date, each Class of Publicly Offered
      Certificates constitutes a Class of Book-Entry Certificates.

     

    Business
      Day:
      Any day
      other than (i) a Saturday or a Sunday, or (ii) a day on which banking
      institutions in the State of New York, the State of Delaware, the State of
      Maryland, the State of Minnesota, the city in which any Corporate Trust Office
      of the Securities Administrator or the Trustee is located or the States in
      which
      a Servicer’s servicing operations are located are authorized or obligated by law
      or executive order to be closed.

     

    Cap
      Contract:
      Shall
      mean the cap contract between the Trustee and the Cap Provider, for the benefit
      of the Holders of the Class A-4 Certificates attached hereto as Exhibit
      P.

     

    Cap
      Credit Support Annex:
      The
      credit support annex, dated as of November 9, 2006, between the Trustee and
      the
      Cap Provider, which is annexed to and forms part of the Cap
      Contract.

    


    Cap
      Provider:
      Nomura
      Global Financial Products Inc., or any successor thereto. 

     

    Certificate:
      Any one
      of the certificates of any Class executed and authenticated by the Securities
      Administrator in substantially the forms attached hereto as Exhibits A-1 through
      A-6.

     

    Certificate
      Notional Balance:
      With
      respect to the Class X Certificates and any Distribution Date, the
      Uncertificated Principal Balance of the REMIC I Regular Interests (other
      than REMIC I Regular Interest LT-P) for such Distribution Date. As of the
      Closing Date, the Certificate Notional Balance of the Class X Certificates
      is
      equal to $372,101,755.80.

     

    Certificate
      Owner:
      With
      respect to a Book-Entry Certificate, the Person that is the beneficial owner
      of
      such Book-Entry Certificate.

     

    Certificate
      Principal Balance:
      As to
      any class of Publicly Offered Certificate and as of any Distribution Date,
      the
      Initial Certificate Principal Balance of such Certificate plus, in the case
      of
      the Mezzanine Certificates, any Subsequent Recoveries added to the Certificate
      Principal Balance of such Mezzanine Certificate pursuant to Section 5.05(e)
      less the sum of (i) all amounts distributed with respect to such Certificate
      in
      reduction of the Certificate Principal Balance thereof on previous Distribution
      Dates pursuant to Section 5.04, and (ii) with respect to the Mezzanine
      Certificates, any reductions in the Certificate Principal Balance of such
      Certificate deemed to have occurred in connection with the allocations of
      Realized Losses, if any. The initial Certificate Principal Balance of the Class
      P Certificates is equal to $100. 

     

    References
      herein to the Certificate Principal Balance of a Class of Certificates shall
      mean the Certificate Principal Balances of all Certificates in such Class.
      

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 6.02.

     

    Certificateholder
      or Holder:
      The
      person in whose name a Certificate is registered in the Certificate Register
      (initially, Cede & Co., as nominee for the Depository, in the case of any
      Book-Entry Certificates).

     

    Certification
      Parties:
      Has the
      meaning set forth in Section 3.18 of this Agreement.

     

    Certifying
      Person:
      Has the
      meaning set forth in Section 3.18 of this Agreement.

     

    Class:
      All
      Certificates bearing the same Class designation as set forth in
      Section 6.01.

     

    Class
      A-1 Certificate:
      Any
      Certificate designated as a “Class A-1 Certificate” on the face thereof, in the
      form of Exhibit A-1 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class A-1 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Net WAC Rate Carryover Amounts and (iii) the obligation to pay
      any
      Class IO Distribution Amount.

     

    Class
      A-1 Pass-Through Rate:
      Shall
      mean (i) with respect to any Distribution Date which occurs on or prior to
      the
      First Optional Termination Date, 6.032% per annum and (ii) with respect to
      each
      Distribution Date which occurs thereafter, 6.532% per annum, in each case,
      subject to a cap equal to the applicable Net WAC Pass-Through Rate for such
      Distribution Date.

     

    Class
      A-2 Certificate:
      Any
      Certificate designated as a “Class A-2 Certificate” on the face thereof, in the
      form of Exhibit A-1 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class A-2 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Net WAC Rate Carryover Amounts and (iii) the obligation to pay
      any
      Class IO Distribution Amount.

     

    Class
      A-2 Pass-Through Rate:
      Shall
      mean (i) with respect to any Distribution Date which occurs on or prior to
      the
      First Optional Termination Date, 5.796% per annum and (ii) with respect to
      each
      Distribution Date which occurs thereafter, 6.296% per annum, in each case,
      subject to a cap equal to the applicable Net WAC Pass-Through Rate for such
      Distribution Date.

     

    Class
      A-3 Certificate:
      Any
      Certificate designated as a “Class A-3 Certificate” on the face thereof, in the
      form of Exhibit A-1 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class A-3 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Net WAC Rate Carryover Amounts and (iii) the obligation to pay
      any
      Class IO Distribution Amount.

     

    Class
      A-3 Pass-Through Rate:
      Shall
      mean (i) with respect to any Distribution Date which occurs on or prior to
      the
      First Optional Termination Date, 5.745% per annum and (ii) with respect to
      each
      Distribution Date which occurs thereafter, 6.245% per annum, in each case,
      subject to a cap equal to the applicable Net WAC Pass-Through Rate for such
      Distribution Date.

     

    Class
      A-4 Certificate:
      Any
      Certificate designated as a “Class A-4 Certificate” on the face thereof, in the
      form of Exhibit A-1 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class A-4 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Net WAC Rate Carryover Amounts and (iii) the obligation to pay
      any
      Class IO Distribution Amount.

     

    Class
      A-4 Pass-Through Rate:
      Shall
      mean (i) with respect to any Distribution Date which occurs on or prior to
      the
      First Optional Termination Date, One-Month LIBOR plus 0.33% per annum and (ii)
      with respect to each Distribution Date which occurs thereafter, One-Month LIBOR
      plus 0.66% per annum, in each case, subject to a cap equal to the applicable
      Net
      WAC Pass-Through Rate for such Distribution Date.

     

    Class
      IO Distribution Amount:
      As
      defined in Section
      5.12(e) hereof. For purposes of clarity, the Class IO Distribution Amount for
      any Distribution Date shall equal the amount payable to the Supplemental
      Interest Trust on such Distribution Date in excess of the amount payable on
      the
      Class IO Interest on such Distribution Date, all as further provided in Section
      5.12(e) hereof.

     

    Class
      IO Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee, evidencing a
      REMIC Regular Interest in REMIC III for purposes of the REMIC
      Provisions.

     

    Class
      M-1 Certificate:
      Any
      Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-1 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Net WAC Rate Carryover Amounts and (iii) the obligation to pay
      any
      Class IO Distribution Amount.

     

    Class
      M-1 Pass-Through Rate:
      Shall
      mean (i) with respect to each Distribution Date which occurs on or prior to
      the
      First Optional Termination Date, 6.436% per annum and (ii) with respect to
      each
      Distribution Date which occurs thereafter, 6.936% per annum, in each case
      subject to a cap equal to the Net WAC Pass-Through Rate for such Distribution
      Date.

     

    Class
      M-1 Principal Distribution Amount:
      With
      respect to any Distribution Date which occurs (i) prior to the Stepdown Date
      or
      on or after the Stepdown Date if a Trigger Event is in effect for that
      Distribution Date, the Principal Distribution Amount for that Distribution
      Date
      remaining after distribution to the Supplemental Interest Trust in respect
      of
      amounts owed to the Swap Provider and distribution of the Senior Principal
      Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event
      is
      not in effect for that Distribution Date, the lesser of:

     

    
      	·  	
              the
                Principal Distribution Amount for that Distribution Date remaining
                after
                distribution to the Supplemental Interest Trust in respect of amounts
                owed
                to the Swap Provider and distribution of the Senior Principal Distribution
                Amount; and

            


    

     

    
      	·  	
              the
                amount by which (x) the sum of (i) the aggregate Certificate Principal
                Balance of the Senior Certificates after taking into account the
                payment
                of the Senior Principal Distribution Amount on such Distribution
                Date and
                (ii) the Certificate Principal Balance of the Class M-1 Certificates
                immediately prior to such Distribution Date exceeds (y) the lesser
                of (A)
                the product of (i) approximately 88.40% and (ii) the Aggregate Loan
                Balance as of such Distribution Date and (B) the amount, if any,
                by which
                (i) the Aggregate Loan Balance for such Distribution Date exceeds
                (ii)
                0.35% of the Aggregate Loan Balance as of the Cut-off Date.
                

            


    

     

    Class
      M-2 Certificate:
      Any
      Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-2 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Net WAC Rate Carryover Amounts and (iii) the obligation to pay
      any
      Class IO Distribution Amount.

     

    Class
      M-2 Pass-Through Rate:
      Shall
      mean (i) with respect to each Distribution Date which occurs on or prior to
      the
      First Optional Termination Date, 6.634% per annum and (ii) with respect to
      each
      Distribution Date which occurs thereafter, 7.134% per annum, in each case
      subject to a cap equal to the Net WAC Pass-Through Rate for such Distribution
      Date.

     

    Class
      M-2 Principal Distribution Amount:
      With
      respect to any Distribution Date which occurs (i) prior to the Stepdown Date
      or
      on or after the Stepdown Date if a Trigger Event is in effect for that
      Distribution Date, the Principal Distribution Amount for that Distribution
      Date
      remaining after distribution to the Supplemental Interest Trust in respect
      of
      amounts owed to the Swap Provider and distribution of the Senior Principal
      Distribution Amount and the Class M-1 Principal Distribution Amount or (ii)
      on
      or after the Stepdown Date if a Trigger Event is not in effect for that
      Distribution Date, the lesser of:

     

    
      	·  	
              the
                Principal Distribution Amount for that Distribution Date remaining
                after
                distribution to the Supplemental Interest Trust in respect of amounts
                owed
                to the Swap Provider and distribution of the Senior Principal Distribution
                Amount and the Class M-1 Principal Distribution Amount;
                and

            


    

     

    
      	·  	
              the
                amount by which (x) the sum of (i) the aggregate Certificate Principal
                Balance of the Senior Certificates after taking into account the
                payment
                of the Senior Principal Distribution Amount on such Distribution
                Date,
                (ii) the Certificate Principal Balance of the Class M-1 Certificates
                after
                taking into account the payment of the Class M-1 Principal Distribution
                Amount on such Distribution Date and (iii) the Certificate Principal
                Balance of the Class M-2 Certificates immediately prior to such
                Distribution Date exceeds (y) the lesser of (A) the product of (i)
                approximately 94.00% and (ii) the Aggregate Loan Balance as of such
                Distribution Date and (B) the amount, if any, by which (i) the Aggregate
                Loan Balance for such Distribution Date exceeds (ii) 0.35% of the
                Aggregate Loan Balance as of the Cut-off
                Date.

            


    

     

    Class
      M-3 Certificate:
      Any
      Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-3 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Net WAC Rate Carryover Amounts and (iii) the obligation to pay
      any
      Class IO Distribution Amount.

     

    Class
      M-3 Pass-Through Rate:
      Shall
      mean (i) with respect to each Distribution Date which occurs on or prior to
      the
      First Optional Termination Date, 7.200% per annum and (ii) with respect to
      each
      Distribution Date which occurs thereafter, 7.700% per annum, in each case
      subject to a cap equal to the Net WAC Pass-Through Rate for such Distribution
      Date.

     

    Class
      M-3 Principal Distribution Amount:
      With
      respect to any Distribution Date which occurs (i) prior to the Stepdown Date
      or
      on or after the Stepdown Date if a Trigger Event is in effect for that
      Distribution Date, the Principal Distribution Amount for that Distribution
      Date
      remaining after distribution to the Supplemental Interest Trust in respect
      of
      amounts owed to the Swap Provider and distribution of the Senior Principal
      Distribution Amount, the Class M-1 Principal Distribution Amount and the Class
      M-2 Principal Distribution Amount or (ii) on or after the Stepdown Date if
      a
      Trigger Event is not in effect for that Distribution Date, the lesser
      of:

     

    
      	·  	
              the
                Principal Distribution Amount for that Distribution Date remaining
                after
                distribution to the Supplemental Interest Trust in respect of amounts
                owed
                to the Swap Provider and distribution of the Senior Principal Distribution
                Amount, the Class M-1 Principal Distribution Amount and the Class
                M-2
                Principal Distribution Amount; and

            


    

     

    
      	·  	
              the
                amount by which (x) the sum of (i) the aggregate Certificate Principal
                Balance of the Senior Certificates after taking into account the
                payment
                of the Senior Principal Distribution Amount on such Distribution
                Date,
                (ii) the Certificate Principal Balance of the Class M-1 Certificates
                after
                taking into account the payment of the Class M-1 Principal Distribution
                Amount on such Distribution Date, (iii) the Certificate Principal
                Balance
                of the Class M-2 Certificates after taking into account the payment
                of the
                Class M-2 Principal Distribution Amount on such Distribution Date
                and (iv)
                the Certificate Principal Balance of the Class M-3 Certificates
                immediately prior to such Distribution Date exceeds (y) the lesser
                of (A)
                the product of (i) approximately 96.90% and (ii) the Aggregate Loan
                Balance as of such Distribution Date and (B) the amount, if any,
                by which
                (i) the Aggregate Loan Balance for such Distribution Date exceeds
                (ii)
                0.35% of the Aggregate Loan Balance as of the
                Cut-off.

            


    

     

    Class
      P Certificate:
      Any
      Certificate designated as a “Class P Certificate” on the face thereof, in the
      form of Exhibit
      A-3
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class P Certificates as set forth herein and evidencing a Regular Interest
      in REMIC V.

     

    Class
      P Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee on behalf of
      the
      Holders of the Class P Certificates, evidencing a Regular Interest in REMIC
      III
      for purposes of the REMIC Provisions.

     

    Class
      P Certificate Account:
      The
      Eligible Account established and maintained by the Securities Administrator
      pursuant to Section 5.09.

     

    Class
      R Certificate:
      Any
      Certificate designated a “Class R Certificate” on the face thereof, in
      substantially the form set forth in Exhibit
      A-4
      hereto,
      evidencing the Class R-1 Interest, Class R-2 Interest and Class R-3
      Interest.

     

    Class
      R-X Certificate:
      The
      Class R-X Certificate executed by the Securities Administrator, and
      authenticated and delivered by the Certificate Registrar, substantially in
      the
      form annexed hereto as Exhibit
      A-6
      and
      evidencing the ownership of the Class R-3 Interest, the Class R-4 Interest,
      Class R-5 Interest and Class R-6 Interest.

     

    Class
      R-1 Interest:
      The
      uncertificated residual interest in REMIC I.

     

    Class
      R-2 Interest:
      The
      uncertificated residual interest in REMIC II.

     

    Class
      R-3 Interest:
      The
      uncertificated residual interest in REMIC III.

     

    Class
      R-4 Interest:
      The
      uncertificated residual interest in REMIC IV.

     

    Class
      R-5 Interest:
      The
      uncertificated residual interest in REMIC V.

     

    Class
      R-6 Interest:
      The
      uncertificated residual interest in REMIC VI.

     

    Class
      X Certificate:
      Any
      Certificate designated as a “Class X Certificate” on the face thereof, in the
      form of Exhibit
      A-5
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class X Certificates herein and evidencing (i) a REMIC Regular Interest
      in
      REMIC IV, (ii) the obligation to pay Net WAC Rate Carryover Amounts and (iii)
      the obligation to pay any Class IO Distribution Amount.

     

    Class
      X Distribution Amount:
      With
      respect to any Distribution Date, the sum of (i) the Excess Cap Payment, (ii)
      the Interest Distribution Amount for the Class X Certificates for such
      Distribution Date and (iii) any Overcollateralization Reduction Amount for
      such
      Distribution Date remaining after payments pursuant to paragraphs (1) though
      (6)
      of clause Third
      of
      Section 5.04(a); provided, however that on and after the Distribution Date
      on which the aggregate Certificate Principal Balance of the Certificates has
      been reduced to zero, the Class X Distribution Amount shall include the
      Overcollateralization Amount.

     

    Class
      X Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee on behalf of
      the
      Holders of the Class X Certificates, evidencing a Regular Interest in REMIC
      III
      for purposes of the REMIC Provisions.

     

    Class
      X Pass-Through Rate:
      On any
      Distribution Date, a per annum rate equal to the percentage equivalent of a
      fraction, the numerator of which is the sum of the amounts calculated pursuant
      to clauses (A) through (I) below, and the denominator of which is the aggregate
      of the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA,
      REMIC II Regular Interest LT-A1, REMIC II Regular Interest LT-A2, REMIC II
      Regular Interest LT-A3, REMIC II Regular Interest LT-A4, REMIC II Regular
      Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest
      LT-M3
      and REMIC II Regular Interest LT-ZZ. For purposes of calculating the
      Pass-Through Rate for the Class X Interest, the numerator is equal to the
      sum of the following components:

     

    (A)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-AA
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-AA;

     

    (B)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A1,
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-A1;

     

    (C)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A2
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-A2;

     

    (D)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A3,
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-A3;

     

    (E)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A4,
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-A4;

     

    (F)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M1
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M1;

     

    (G)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M2
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M2;

     

    (H)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M3
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M3; and

     

    (I)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-ZZ
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-ZZ.

     

    The
      Class
      X Certificates will be entitled to 100% of amounts distributed on the Class
      X
      Interest.

     

    Cleanup
      Call:
      As
      defined in Section 10.01.

     

    Closing
      Date:
      November
      9,
      2006.

     

    Code:
      The
      Internal Revenue Code of 1986, including any successor or amendatory
      provisions.

     

    Commission:
      Shall
      mean the United States Securities and Exchange Commission.

     

    Compensating
      Interest:
      With
      respect to any Distribution Date and (i) GMACM, an amount equal to the lesser
      of
      (a) the aggregate of the Prepayment Interest Shortfalls on the Mortgage Loans
      serviced by GMACM for such Distribution Date and (b) one-half of the aggregate
      Servicing Fee due GMACM on the Mortgage Loans serviced by GMACM for such
      Distribution Date, (ii) Wells Fargo, an amount equal to the lesser of (a) the
      aggregate of the Prepayment Interest Shortfalls on the Mortgage Loans serviced
      by Wells Fargo for such Distribution Date and (b) the aggregate Servicing Fee
      due Wells Fargo on the Mortgage Loans serviced by Wells Fargo for such
      Distribution Date or (iii) the Master Servicer, any Prepayment Interest
      Shortfall required to be funded by the related Servicer pursuant to clause
      (i)
      or (ii), as applicable of this definition and not funded by such Servicer,
      up to
      the aggregate Master Servicing Fee (exclusive of the portion of such fee payable
      to the Credit Risk Manager) due to the Master Servicer for such Distribution
      Date.

     

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

     

    Corporate
      Trust Office:
      The
      principal corporate trust office of the Trustee or the Securities Administrator,
      as the case maybe, at which, at any particular time its corporate business
      in
      connection with this agreement shall be administered, which office at the date
      of the execution of this instrument is located at (ii) in the case of the
      Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, New York, New
      York 10018, Attention: Nomura Home Equity Loan, Inc., 2006-AF1 or at such other
      address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Securities
      Administrator and the Servicers, and (ii) with respect to the office of the
      Securities Administrator, which for purposes of Certificate transfers and
      surrender is located at Wells Fargo Bank, N.A., Sixth Street and Marquette
      Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services-Client
      Manager (NHEL 2006-AF1), and for all other purposes is located at Wells Fargo
      Bank, N.A., P.O. Box 98, Columbia, Maryland 21046, Attention: Corporate Trust
      Services-Client Manager (NHEL 2006-AF1) (or for overnight deliveries, at 9062
      Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
      Services-Client Manager (NHEL 2006-AF1)), or at such other address as the
      Securities Administrator may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Servicers and the
      Trustee.

     

    Corresponding
      Certificate:
      With
      respect to:

     

    
      	
              (i)

            	
              REMIC
                II Regular Interest LT-A1, the Class A-1 Certificates;

            
	
              (ii)

            	
              REMIC
                II Regular Interest LT-A2, the Class A-2 Certificates;

            
	
              (iii)

            	
              REMIC
                II Regular Interest LT-A3, the Class A-3 Certificates;

            
	
              (iv)

            	
              REMIC
                II Regular Interest LT-A4, the Class A-4 Certificates;

            
	
              (v)

            	
              REMIC
                II Regular Interest LT-M1, the Class M-1 Certificates;

            
	
              (vi)

            	
              REMIC
                II Regular Interest LT-M2, the Class M-2 Certificates;

            
	
              (vii)

            	
              REMIC
                II Regular Interest LT-M3, the Class M-3 Certificates;

            
	
              (viii)

            	
              REMIC
                II Regular Interest LT-P and the Class P Interest, the Class P
                Certificates.

            


    

    


    With
      respect to REMIC II Regular Interest LTSC, the Class A-4 Certificates. With
      respect to REMIC II Regular Interest LT-NSC, each Regular Certificate (other
      than a Class A-4 Certificate).

    


    Credit
      Enhancement Percentage:
      With
      respect to any Distribution Date and any Class of Publicly Offered Certificates,
      the percentage obtained by dividing (x) the sum of (i) the aggregate Certificate
      Principal Balance of the Class or Classes of Publicly Offered Certificates
      subordinate thereto and (ii) the Overcollateralization Amount by (y) the
      aggregate Stated Principal Balance of the Mortgage Loans, calculated after
      taking into account distributions of principal on the Mortgage Loans and
      distribution of the Principal Distribution Amount to the holders of the Publicly
      Offered Certificates then entitled to distributions of principal on such
      Distribution Date.

     

    Credit
      Risk Manager:
      Wells
      Fargo Bank, N.A., and its successors and assigns.

     

    Custodial
      Accounts:
      The
      accounts established and maintained by the Servicers with respect to receipts
      on
      the Mortgage Loans and related REO Properties in accordance with
      Section 3.26(b) and the Servicing Agreement.

     

    Custodial
      Agreement:
      The
      Custodial Agreement dated as of October 1, 2006 among the Custodian, the
      Servicers and the Trustee.

     

    Custodian:
      Wells
      Fargo Bank, N.A., a national banking association, or any successor thereto
      appointed pursuant to the Custodial Agreement.

     

    Cut-off
      Date:
      October
      1, 2006.

     

    Cut-off
      Date Principal Balance:
      As to
      any Mortgage Loan, the unpaid principal balance thereof as of the close of
      business on the Cut-off Date after application of all Principal Prepayments
      received prior to the Cut-off Date and scheduled payments of principal due
      on or
      before the Cut-off Date, whether or not received, but without giving effect
      to
      any installments of principal received in respect of Due Dates after the Cut-off
      Date.

     

    Debt
      Service Reduction:
      With
      respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
      in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
      Mortgage Loan that became final and non-appealable, except such a reduction
      resulting from a Deficient Valuation or any other reduction that results in
      a
      permanent forgiveness of principal.

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement.

     

    Deficient
      Valuation:
      With
      respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
      of the Mortgaged Property in an amount less than the then outstanding
      indebtedness under such Mortgage Loan, or any reduction in the amount of
      principal to be paid in connection with any Scheduled Payment that results
      in a
      permanent forgiveness of principal, which valuation or reduction results from
      an
      order of such court that is final and non-appealable in a proceeding under
      the
      Bankruptcy Code.

     

    Definitive
      Certificates:
      As
      defined in Section 6.06.

     

    Deleted
      Mortgage Loan:
      A
      Mortgage Loan replaced or to be replaced by a Replacement Mortgage
      Loan.

     

    Delinquent:
      A
      Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
      the terms of such Mortgage Loan by the close of business on the day such payment
      is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
      has not been received by the close of business on the corresponding day of
      the
      month immediately succeeding the month in which such payment was due, or, if
      there is no such corresponding day (e.g., as when a 30-day month follows a
      31-day month in which a payment was due on the 31st day of such month), then
      on
      the last day of such immediately succeeding month. Similarly for “60 days
      delinquent,” “90 days delinquent” and so on.

     

    Denomination:
      With
      respect to each Certificate, the amount set forth on the face thereof as the
      “Initial Certificate Principal Balance of this Certificate”.

     

    Depositor:
      Nomura
      Home Equity Loan, Inc., a Delaware corporation, or its successor in
      interest.

     

    Depository:
      The
      initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
      which is Cede & Co., or any other organization registered as a “clearing
      agency” pursuant to Section 17A of the Exchange Act. The Depository shall
      initially be the registered Holder of the Book-Entry Certificates. The
      Depository shall at all times be a “clearing corporation” as defined in
      Section 8-102(a)(5) of the Uniform Commercial Code of the State of New
      York.

     

    Depository
      Agreement:
      With
      respect to the Class of Book-Entry Certificates, the agreement among the
      Depositor, the Trustee and the initial Depository, dated as of the Closing
      Date,
      substantially in the form of Exhibit I.

     

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

     

    Determination
      Date:
      With
      respect to any Distribution Date, the fifteenth (15th)
      day of
      the month of such Distribution Date or, if such day is not a Business Day,
      the
      immediately preceding Business Day.

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Section 3.31 for the benefit of the Certificateholders,
      designated “Wells Fargo Bank, N.A., in trust for registered holders of Nomura
      Home Equity Loan, Inc., Asset-Backed Certificates, Series 2006-AF1”. Funds in
      the Distribution Account shall be held in trust for the Certificateholders
      for
      the uses and purposes set forth in this Agreement.

     

    Distribution
      Date:
      The
      twenty-fifth (25th)
      day of
      each calendar month after the initial issuance of the Certificates, or if such
      twenty-fifth day is not a Business Day, the next succeeding Business Day,
      commencing in November 2006.

     

    Due
      Date:
      As to
      any Mortgage Loan, the date in each month on which the related Scheduled Payment
      is due, as set forth in the related Mortgage Note.

     

    Due
      Period:
      With
      respect to any Distribution Date, the period from the second day of the calendar
      month preceding the calendar month in which such Distribution Date occurs
      through the close of business on the first day of the calendar month in which
      such Distribution Date occurs.

     

    Estimated
      Swap Termination Payment:
      As
      defined in the Swap Agreement.

     

    Eligible
      Account:
      Any of
      (i) an account or accounts maintained with a federal or state chartered
      depository institution or trust company, the long-term unsecured debt
      obligations and short-term unsecured debt obligations of which are rated by
      each
      Rating Agency in one of its two highest long-term and its highest short-term
      rating categories respectively, at the time any amounts are held on deposit
      therein, or (ii) an account or accounts in a depository institution or trust
      company in which such accounts are insured by the FDIC (to the limits
      established by the FDIC) and the uninsured deposits in which accounts are
      otherwise secured such that, as evidenced by an Opinion of Counsel delivered
      to
      the Trustee and to each Rating Agency, the Certificateholders have a claim
      with
      respect to the funds in such account or a perfected first priority security
      interest against any collateral (which shall be limited to Permitted
      Investments) securing such funds that is superior to claims of any other
      depositors or creditors of the depository institution or trust company in which
      such account is maintained, or (iii) a segregated, non-interest bearing trust
      account or accounts maintained with the corporate trust department of a federal
      or state chartered depository institution or trust company having capital and
      surplus of not less than $50,000,000, acting in its fiduciary capacity or (iv)
      any other account acceptable to the Rating Agencies as evidenced in writing
      by
      the Rating Agencies. Eligible Accounts may bear interest, and may include,
      if
      otherwise qualified under this definition, accounts maintained with the Trustee
      or Securities Administrator.

     

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

     

    ERISA
      Restricted Certificate:
      Each of
      the Class X, Class P, Class R and Class R-X Certificates.

     

    Escrow
      Account:
      Shall
      mean the account or accounts maintained by GMACM pursuant to Section 3.29.
      Each
      Escrow Account shall be an Eligible Account.

     

    Excess
      Liquidation Proceeds:
      To the
      extent not required by law to be paid to the related Mortgagor, the excess,
      if
      any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated
      Principal Balance of such Mortgage Loan and accrued and unpaid interest at
      the
      related Mortgage Rate through the last day of the month in which the Mortgage
      Loan has been liquidated.

     

    Exchange
      Act:
      Securities and Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

     

    Exemption:
      Prohibited Transaction Exemption 93-32, as amended from time to
      time.

     

    Expense
      Fee Rate:
      The sum
      of the Servicing Fee Rate and the Master Servicing Fee Rate attributable to
      the
      Mortgage Loans.

     

    Fannie
      Mae:
      Fannie
      Mae (formerly, Federal National Mortgage Association), or any successor
      thereto.

     

    FDIC:
      The
      Federal Deposit Insurance Corporation, or any successor thereto.

     

    Final
      Recovery Determination:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property purchased by the Sponsor or the Master Servicer
      pursuant to or as contemplated by Section 2.03(c) or Section 10.01), a
      determination made by the related Servicer pursuant to this Agreement or the
      Servicing Agreement, as applicable that all Insurance Proceeds, Liquidation
      Proceeds and other payments or recoveries which such Servicer, in its reasonable
      good faith judgment, expects to be finally recoverable in respect thereof have
      been so recovered. Each Servicer shall maintain records of each Final Recovery
      Determination made thereby.

     

    FIRREA:
      The
      Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as
      amended.

     

    First
      Optional Termination Date:
      The
      first Distribution Date on which the aggregate Stated Principal Balance of
      the
      Mortgage Loans (and the fair market value of any property acquired by the Trust
      in respect of the Mortgage Loans) has been reduced to less than or equal to
      10%
      of the Aggregate Loan Balance as of the Cut-off Date.

     

    Fitch:
      Fitch
      Ratings.

     

    Form
      8-K Disclosure Information:
      Has the
      meaning set forth in Section 5.14(b) of this Agreement.

     

    Freddie
      Mac:
      Federal
      Home Loan Mortgage Corporation, or any successor thereto.

     

    GMACM:
      GMAC
      Mortgage, LLC, and any successor thereto appointed under this Agreement in
      connection with the servicing and administration of the GMACM Mortgage Loans.
      

     

    GMACM
      Mortgage Loans:
      Those
      Mortgage Loans serviced by GMACM pursuant to the terms and provisions of this
      Agreement and identified as such on the Mortgage Loan Schedule.

     

    Indemnified
      Persons:
      The
      Trustee, the Master Servicer, any Servicer (including any successor to any
      Servicer), the Securities Administrator, the Custodian, the Trust Fund and
      their
      officers, directors, agents and employees and, with respect to the Trustee,
      any
      separate co-trustee and its officers, directors, agents and
      employees.

     

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

     

    When
      used
      with respect to any accountants, a Person who is “independent” within the
      meaning of Rule 2-01(B) of the Securities and Exchange Commission’s Regulation
      S-X. Independent means, when used with respect to any other Person, a Person
      who
      (A) is in fact independent of another specified Person and any affiliate of
      such
      other Person, (B) does not have any material direct or indirect financial
      interest in such other Person or any affiliate of such other Person, (C) is
      not
      connected with such other Person or any affiliate of such other Person as an
      officer, employee, promoter, underwriter, Securities Administrator, partner,
      director or Person performing similar functions and (D) is not a member of
      the
      immediate family of a Person defined in clause (B) or (C) above.

     

    Initial
      Certificate Principal Balance:
      With
      respect to any Certificate, the Certificate Principal Balance of such
      Certificate or any predecessor Certificate on the Closing Date.

     

    Insurance
      Policy:
      With
      respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
      including all riders and endorsements thereto in effect with respect to such
      Mortgage Loan, including any replacement policy or policies for any Insurance
      Policies.

     

    Insurance
      Proceeds:
      Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
      or any other insurance policy covering a Mortgage Loan, to the extent such
      proceeds are payable to the mortgagee under the Mortgage, the related Servicer
      or the trustee under the deed of trust and are not applied to the restoration
      of
      the related Mortgaged Property or released to the Mortgagor in accordance with
      the servicing standard set forth in Section 3.01 hereof or pursuant to the
      Servicing Agreement, other than any amount included in such Insurance Proceeds
      in respect of Insured Expenses.

     

    Insured
      Expenses:
      Expenses covered by any Insurance Policy with respect to the Mortgage
      Loans.

     

    Interest
      Carry Forward Amount:
      With
      respect to any Class of Certificates (other than the Class X, Class P, Class
      R
      and Class R-X Certificates) and any Distribution Date, the amount, if any,
      by
      which the Interest Distribution Amount for that Class of Certificates for the
      immediately preceding Distribution Date exceeded the actual amount distributed
      on such Class in respect of interest on the immediately preceding Distribution
      Date, together with any Interest Carry Forward Amount with respect to such
      Class
      remaining unpaid from the previous Distribution Date.

     

    Interest
      Determination Date:
      Shall
      mean the second LIBOR Business Day preceding the commencement of each Accrual
      Period.

     

    Interest
      Distribution Amount:
      With
      respect to any Class of Certificates (other than the Class P Certificates and
      Class R Certificates) and any Distribution Date, an amount equal to the interest
      accrued during the related Accrual Period at the applicable Pass-Through Rate
      on
      the Certificate Principal Balance (or Certificate Notional Balance) of such
      Certificate immediately prior to such Distribution Date less such Certificate’s
      share of any Net Interest Shortfall and the interest portion of any Realized
      Losses on the Mortgage Loans allocated to such Certificate pursuant to
      Section 1.02. The Interest Distribution Amount with respect to each Class
      of Certificates (other than the Class A-4 Certificates) is calculated on the
      basis of a 360-day year consisting of twelve 30-day months. The Interest
      Distribution Amount with respect to the Class A-4 Certificates is calculated
      on
      an actual/360 basis. No Interest Distribution Amount will be payable with
      respect to any Class of Certificates after the Distribution Date on which the
      outstanding Certificate Principal Balance (or Certificate Notional Balance)
      of
      such Certificate has been reduced to zero.

     

    Interest
      Remittance Amount:
      With
      respect to any Distribution Date, that portion of the Available Distribution
      Amount for such Distribution Date generally equal to (i) the sum, without
      duplication, of (a) all scheduled interest during the related Due Period with
      respect to the Mortgage Loans less the Servicing Fee, the Master Servicing
      Fee,
      the fee payable to any provider of lender-paid mortgage insurance, if any,
      (b)
      all Advances relating to interest with respect to the Mortgage Loans made on
      or
      prior to the related Remittance Date, (c) all Compensating Interest with respect
      to the Mortgage Loans and required to be remitted by the related Servicers
      or
      the Master Servicer pursuant to this Agreement or the Servicing Agreement with
      respect to such Distribution Date, (d) Liquidation Proceeds and Subsequent
      Recoveries with respect to the Mortgage Loans collected during the related
      Prepayment Period (to the extent such Liquidation Proceeds and Subsequent
      Recoveries relate to interest), (e) all amounts relating to interest with
      respect to each Mortgage Loan repurchased by the Sponsor pursuant to Sections
      2.02 and 2.03 and (f) all amounts in respect of interest paid by the Master
      Servicer pursuant to Section 10.01 to the extent remitted by the Master
      Servicer to the Distribution Account pursuant to this Agreement and minus (ii)
      all amounts required to be reimbursed by the Trust pursuant to Section 3.32
      or as otherwise set forth in this Agreement, the Servicing Agreement or the
      Custodial Agreement.

     

    Interest
      Shortfall:
      With
      respect to any Distribution Date, the aggregate shortfall, if any, in
      collections of interest (adjusted to the related Net Mortgage Rates) on Mortgage
      Loans resulting from (a) Principal Prepayments in full received during the
      related Prepayment Period, (b) partial Principal Prepayments received during
      the
      related Prepayment Period to the extent applied prior to the Due Date in the
      month of the Distribution Date and (c) interest payments on certain of the
      Mortgage Loans being limited pursuant to the provisions of the Relief
      Act.

     

    ISDA
      Master Agreement:
      The
      ISDA Master Agreement dated as of November 9, 2006, as amended and supplemented
      from time to time, between the Swap Provider and the Trustee, as trustee on
      behalf of the Supplemental Interest Trust.

     

    Last
      Scheduled Distribution Date:
      The
      Distribution Date in October 2036.

     

    Latest
      Possible Maturity Date:
      The
      second Distribution Date following the final scheduled maturity date of the
      Mortgage Loan in the Trust Fund having the latest scheduled maturity date as
      of
      the Cut-off Date. For purposes of the Treasury Regulations under Code
      Section 860A through 860G, the latest possible maturity date of each
      regular interest issued by each REMIC shall be the Latest Possible Maturity
      Date.

     

    LIBOR
      Business Day:
      Shall
      mean any day other than a Saturday or a Sunday or a day on which banking
      institutions in the State of New York or in the city of London, England are
      required or authorized by law to be closed.

     

    LIBOR
      Determination Date:
      The
      second LIBOR Business Day before the first day of the related Accrual
      Period.

     

    Liquidated
      Loan:
      With
      respect to any Distribution Date, a defaulted Mortgage Loan that has been
      liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
      or other realization as provided by applicable law governing the real property
      subject to the related Mortgage and any security agreements and as to which
      the
      related Servicer has certified in the related Prepayment Period in writing
      to
      the Securities Administrator that it has made a Final Recovery
      Determination.

     

    Liquidation
      Principal:
      The
      principal portion of Liquidation Proceeds received on a Mortgage Loan that
      became a Liquidated Mortgage Loan, but not in excess of the Stated Principal
      Balance of that Mortgage Loan, during the calendar month preceding the month
      of
      the Distribution Date.

     

    Liquidation
      Proceeds:
      Amounts, other than Insurance Proceeds, received in connection with the partial
      or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
      foreclosure sale or otherwise, or in connection with any condemnation or partial
      release of a Mortgaged Property and any other proceeds received with respect
      to
      an REO Property, less the sum of related unreimbursed Advances, Servicing Fees
      and Servicing Advances and all expenses of liquidation, including property
      protection expenses and foreclosure and sale costs, including court and
      reasonable attorneys fees.

     

    Loan-to-Value
      Ratio:
      The
      fraction, expressed as a percentage, the numerator of which is the original
      principal balance of the Mortgage Loan and the denominator of which is the
      Appraised Value of the related Mortgaged Property.

     

    Majority
      Class X Certificateholder:
      The
      Holder of a 50.01% or greater Percentage Interest in the Class X
      Certificates.

     

    Marker
      Rate:
      With
      respect to the Class X Interest and any Distribution Date, a per annum rate
      equal to two (2) times the weighted average of the Uncertificated REMIC II
      Pass-Through Rates for REMIC II Regular Interest LT-A1, REMIC II Regular
      Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular Interest
      LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC
      II Regular Interest LT-M3 and REMIC II Regular Interest LT-ZZ, with the per
      annum rate on each such REMIC II Regular Interest (other than REMIC II Regular
      Interest LT-ZZ) subject to a cap equal to the Pass-Through Rate on the
      Corresponding Certificate for the purpose of this calculation; and with the
      per
      annum rate on REMIC II Regular Interest LT-ZZ subject to a cap of zero for
      the
      purpose of this calculation; provided, however, that for this purpose, the
      calculation of the Uncertificated REMIC II Pass-Through Rate and the related
      cap
      with respect to REMIC II Regular Interest LT-A4 shall be multiplied by a
      fraction, the numerator of which is the actual number of days in the Accrual
      Period and the denominator of which is thirty (30).

     

    Master
      Servicer:
      As of
      the Closing Date, Wells Fargo Bank, N.A. and thereafter, its respective
      successors in interest who meet the qualifications of this Agreement. The Master
      Servicer and the Securities Administrator shall at all times be the same Person
      or Affiliates.

     

    Master
      Servicer Default:
      One or
      more of the events described in Section 8.01(b).

     

    Master
      Servicing Compensation:
      The
      Master Servicing Fee plus all income and gain realized from any investment
      of
      funds in the Distribution Account.

     

    Master
      Servicing Fee:
      With
      respect to each Mortgage Loan and for any calendar month, an amount equal to
      one
      twelfth of the product of the Master Servicing Fee Rate multiplied by the Stated
      Principal Balance of the Mortgage Loans as of the Due Date in the preceding
      calendar month. The Master Servicing Fee includes the fees of the Credit Risk
      Manager.

     

    Master
      Servicing Fee Rate:
      0.0175%
      per annum.

     

    MERS:
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the State of Delaware, or any successor
      thereto.

     

    MERS®
      System:
      The
      system of recording transfers of Mortgages electronically maintained by
      MERS.

     

    Mezzanine
      Certificates:
      The
      Class M-1, Class M-2 and Class M-3 Certificates.

     

    MIN:
      The
      Mortgage Identification Number for Mortgage Loans registered with MERS on the
      MERS® System.

     

    Minimum
      Servicing Requirements:
      With
      respect to a successor to GMACM appointed pursuant to Section 7.06(a)
      hereunder:

     

    (i) the
      proposed successor Servicer is (1) an affiliate of the Master Servicer that
      services mortgage loans similar to the Mortgage Loans in the jurisdictions
      in
      which the related Mortgaged Properties are located or (2) the proposed successor
      Servicer has a rating of at least “Above Average” by S&P and either a rating
      of at least “RPS2” by Fitch or a rating of at least “SQ2” by Moody’s;
      and

     

    (ii) the
      proposed successor Servicer has a net worth of at least
      $25,000,000.

     

    MOM
      Loan:
      Any
      Mortgage Loan as to which MERS is acting as the mortgagee of such Mortgage
      Loan,
      solely as nominee for the originator of such Mortgage Loan and its successors
      and assigns, at the origination thereof.

     

    Monthly
      Statement:
      The
      statement delivered to the Certificateholders pursuant to
      Section 5.07.

     

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

     

    Mortgage:
      The
      mortgage, deed of trust or other instrument creating a first lien on or first
      priority ownership interest in an estate in fee simple in real property securing
      a Mortgage Note.

     

    Mortgage
      File:
      The
      Mortgage Loan Documents pertaining to a particular Mortgage Loan and any
      additional documents delivered to the Trustee or the Custodian on behalf of
      the
      Trustee to be added to the Mortgage File pursuant to this
      Agreement.

     

    Mortgage
      Loan Documents:
      As
      defined in Section 2.01.

     

    Mortgage
      Loans:
      Such of
      the Mortgage Loans transferred and assigned to the Trustee pursuant to the
      provisions hereof, as from time to time are held as a part of the Trust Fund
      (including any REO Property), the mortgage loans so held being identified in
      the
      Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of
      title of the related Mortgaged Property.

     

    Mortgage
      Loan Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement dated as of November 9, 2006, between the
      Sponsor, as seller and the Depositor, as purchaser, a form of which is attached
      hereto as Exhibit
      C.

     

    Mortgage
      Loan Purchase Price:
      The
      price, calculated as set forth in Section 10.01, to be paid in connection
      with the purchase of the Mortgage Loans pursuant to
      Section 10.01.

     

    Mortgage
      Loan Schedule:
      The
      list of Mortgage Loans (as from time to time amended by the Servicers to reflect
      the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage
      Loans pursuant to the provisions of this Agreement) transferred to the Trustee
      as part of the Trust Fund and from time to time subject to this Agreement,
      the
      initial Mortgage Loan Schedule being attached hereto as Exhibit
      B,
      setting
      forth the following information with respect to each Mortgage Loan:

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  the
      Mortgage Rate in effect as of the Cut-off Date;

     

    (iii)  the
      Servicing Fee Rate;

     

    (iv)  the
      Net
      Mortgage Rate in effect as of the Cut-off Date;

     

    (v)  the
      maturity date;

     

    (vi)  the
      original principal balance;

     

    (vii)  the
      Cut-off Date Principal Balance;

     

    (viii)  the
      original term;

     

    (ix)  the
      remaining term;

     

    (x)  the
      property type;

     

    (xi)  the
      product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30 balloon,
      etc.);

     

    (xii)  with
      respect to each MOM Loan, the related MIN;

     

    (xiii)  the
      Custodian; 

     

    (xiv)  a
      code
      indicating whether the Mortgage Loan is subject to a Prepayment Charge, the
      term
      of such Prepayment Charge and the amount of such Prepayment Charge;
      and

     

    (xv)  the
      Servicer.

     

    Such
      schedule shall also set forth the aggregate Cut-off Date Principal Balance
      for
      all of the Mortgage Loans.

     

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

     

    Mortgage
      Rate:
      With
      respect to each Mortgage Loan, the annual rate at which interest accrues on
      such
      Mortgage Loan from time to time in accordance with the provisions of the related
      Mortgage Note. With respect to each Mortgage Loan that becomes an REO Property,
      as of any date of determination, the annual rate determined in accordance with
      the immediately preceding sentence as of the date such Mortgage Loan became
      an
      REO Property.

     

    Mortgaged
      Property:
      The
      underlying property securing a Mortgage Loan.

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    Net
      Interest Shortfall:
      Means
      Interest Shortfalls net of payments by the Servicers or Master Servicer in
      respect of Compensating Interest.

     

    Net
      Liquidation Proceeds:
      With
      respect to a Mortgage Loan are Liquidation Proceeds net of unreimbursed advances
      by the related Servicer and advances and expenses incurred by the related
      Servicer in connection with the liquidation of such Mortgage Loan and the
      related Mortgaged Property.

     

    Net
      Monthly Excess Cashflow:
      With
      respect to any Distribution Date, the sum of (a) any Overcollateralization
      Reduction Amount and (b) the excess of (x) the Available Distribution Amount
      for
      such Distribution Date over (y) the sum for such Distribution Date of (A) the
      aggregate amount of Senior Interest Distribution Amounts payable to the Senior
      Certificates and the Interest Distribution Amounts payable to the Mezzanine
      Certificates on that Distribution Date, (B) the Principal Distribution Amount
      for such Distribution Date and (C) any Net Swap Payment or Swap Termination
      Payment (not caused by a Swap Provider Trigger Event) owed to the Swap Provider
      on such Distribution Date.

     

    Net
      Mortgage Rate:
      As to
      each Mortgage Loan, and at any time, the per annum rate equal to the related
      Mortgage Rate less the sum of (i) the Servicing Fee Rate, (ii) the Master
      Servicing Fee Rate and (iii) the rate at which the fee payable to any provider
      of lender paid mortgage insurance is calculated.

     

    Net
      WAC Pass-Through Rate:
      With
      respect to each Distribution Date and the Offered Certificates (other than
      the
      Class A-4 Certificates), a per annum rate equal to the weighted average of
      the
      Net Mortgage Rates of the Mortgage Loans as of the first day of the month
      preceding the month in which such Distribution Date occurs. For federal income
      tax purposes, with respect to any Distribution Date, the equivalent of such
      rate
      shall be expressed as the weighted average of the Uncertificated REMIC II
      Pass-Through Rate on REMIC II Regular Interest LT-NSC, weighted on the basis
      of
      the Uncertificated Principal Balance of such REMIC II Regular
      Interest.

     

    With
      respect to each Distribution Date and the Class A-4 Certificates, a per annum
      rate equal to the excess of (a) the weighted average of the Net Mortgage Rates
      of the Mortgage Loans as of the first day of the related Due Period over (b)
      the
      sum of (i) the product of (x) any Net Swap Payment owed to the Swap Provider
      on
      such Distribution Date divided by the Certificate Principal Balance of the
      Class
      A-4 Certificates immediately prior to such distribution date and (y) 12 and
      (ii)
      the product of (x) any Swap Termination Payment (other than any Swap Termination
      Payment resulting from a Swap Provider Trigger Event), payable by the trust
      on
      such Distribution Date, divided by the Certificate Principal Balance of the
      Class A-4 Certificates immediately prior to such Distribution Date and (y)
      12.
      The Net WAC Pass-Through Rate applicable to the Class A-4 Certificates will
      be
      adjusted to an effective rate reflecting the accrual of interest on an
      actual/360 basis. For federal income tax purposes, with respect to any
      Distribution Date, the equivalent of such rate shall be expressed as the
      weighted average of the Uncertificated REMIC II Pass-Through Rate on REMIC
      II
      Regular Interest LT-SC, weighted on the basis of the Uncertificated Principal
      Balance of such REMIC II Regular Interest, adjusted to an effective rate
      reflecting the accrual of interest on an actual/360 basis.

     

    Net
      Swap Payment:
      With
      respect to each Distribution Date, the net payment required to be made pursuant
      to the terms of the Swap Agreement by either the Swap Provider or the
      Supplemental Interest Trust, which net payment shall not take into account
      any
      Swap Termination Payment.

     

    Net
      WAC Rate Carryover Amount:
      With
      respect to each Class of Publicly Offered Certificates and any Distribution
      Date, an amount equal to the sum of (i) the excess, if any, of (x) the amount
      of
      interest such Class would have been entitled to receive on such Distribution
      Date if the Net WAC Pass-Through Rate had not been applicable to such Class
      on
      such Distribution Date over (y) the amount of interest paid on such Distribution
      Date plus (ii) the related Net WAC Rate Carryover Amount for the previous
      Distribution Date not previously distributed, together with accrued interest
      on
      such amount for the related Accrual Period at the applicable Net WAC
      Pass-Through Rate.

     

    Net
      WAC Reserve Fund:
      Shall
      mean the segregated non-interest bearing trust account created and maintained
      by
      the Securities Administrator pursuant to Section 5.11 hereof.

     

    Non-Book-Entry
      Certificate:
      Any
      Certificate other than a Book-Entry Certificate.

     

    Nonrecoverable
      Advance:
      With
      respect to any Mortgage Loan, any portion of an Advance or Servicing Advance
      previously made or proposed to be made by the related Servicer pursuant to
      this
      Agreement or the Servicing Agreement, as applicable or the Master Servicer
      or
      Trustee as Successor Servicer, that, in the good faith judgment of the related
      Servicer or the Master Servicer or Trustee as Successor Servicer, will not
      or,
      in the case of a proposed Advance or Servicing Advance, would not, be ultimately
      recoverable by it from the related Mortgagor, related Liquidation Proceeds,
      Insurance Proceeds or otherwise.

     

    Notional
      Amount:
      For
      each Distribution Date shall be equal to the lesser of (a) the Aggregate Loan
      Balance of the Mortgage Loans on the Business Day immediately preceding such
      Distribution Date and (b) the Swap Notional Amount for such Distribution Date
      as
      set forth in the Swap Agreement.

     

    Officer’s
      Certificate:
      A
      certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
      Board, the President, a Vice President (however denominated), an Assistant
      Vice
      President, the Treasurer, the Secretary, or one of the assistant treasurers
      or
      assistant secretaries of the Depositor or the Trustee (or any other officer
      customarily performing functions similar to those performed by any of the above
      designated officers and also to whom, with respect to a particular matter,
      such
      matter is referred because of such officer’s knowledge of and familiarity with a
      particular subject) or (ii), if provided for in this Agreement, signed by an
      Authorized Servicer Representative, as the case may be, and delivered to the
      Depositor, the Sponsor, the Master Servicer, the Securities Administrator and/or
      the Trustee, as the case may be, as required by this Agreement.

     

    One-Month
      LIBOR:
      With
      respect to any Accrual Period (other than the first Accrual Period), the rate
      determined by the Securities Administrator on the related Interest Determination
      Date on the basis of the rate for U.S. dollar deposits for one month that
      appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such
      Interest Determination Date. If such rate does not appear on such page (or
      such
      other page as may replace that page on that service, or if such service is
      no
      longer offered, such other service for displaying One-Month LIBOR or comparable
      rates as may be reasonably selected by the Securities Administrator), One-Month
      LIBOR for the applicable Accrual Period will be the Reference Bank Rate. If
      no
      such quotations can be obtained by the Securities Administrator and no Reference
      Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable
      to
      the preceding Accrual Period. The establishment of One-Month LIBOR on each
      Interest Determination Date by the Securities Administrator and the Securities
      Administrator’s calculation of the rate of interest applicable to the Class A-4
      Certificates for the related Accrual Period shall, in the absence of manifest
      error, be final and binding.
      With
      respect to the first Accrual period, One-Month LIBOR shall equal 5.320% per
      annum.

     

    One-Year
      LIBOR:
      The per
      annum rate equal to the average of interbank offered rates for one-year U.S.
      dollar-denominated deposits in the London market based on quotations of major
      banks as published in The Wall Street Journal and most recently available as
      of
      the time specified in the related Mortgage Note.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, who may be counsel for the Sponsor, the Master
      Servicer, the Depositor or a Servicer, reasonably acceptable to each addressee
      of such opinion; provided that with respect to Section 2.05, 7.05 or 11.01,
      or the interpretation or application of the REMIC Provisions, such counsel
      must
      (i) in fact be independent of the Sponsor, the Master Servicer Depositor and
      such Servicer, (ii) not have any direct financial interest in the Sponsor,
      the
      Depositor, the Master Servicer or such Servicer or in any affiliate of any
      of
      them, and (iii) not be connected with the Sponsor, the Depositor, the Master
      Servicer or such Servicer as an officer, employee, promoter, underwriter,
      trustee, partner, director or person performing similar functions.

     

    Optional
      Termination:
      The
      termination of the Trust Fund created hereunder as a result of the purchase
      of
      all of the Mortgage Loans and any REO Property, as described in
      Section 10.01.

     

    Optional
      Termination Date:
      The
      first Distribution Date on which the Master Servicer may purchase, at its
      option, the Mortgage Loans and REO Properties, as described in
      Section 10.01.

     

    OTS:
      The
      Office of Thrift Supervision or any successor thereto.

     

    OTS
      Method:
      The
      method used by OTS to calculate delinquencies.

     

    Outstanding:
      With
      respect to the Certificates as of any date of determination, all Certificates
      theretofore executed and authenticated under this Agreement except:

     

    (a) Certificates
      theretofore canceled by the Securities Administrator or delivered to the
      Securities Administrator for cancellation; and

     

    (b) Certificates
      in exchange for which or in lieu of which other Certificates have been executed
      and delivered by the Securities Administrator pursuant to this
      Agreement.

     

    Outstanding
      Mortgage Loan:
      As of
      any date of determination, a Mortgage Loan with a Stated Principal Balance
      greater than zero that was not the subject of a Principal Prepayment in full,
      and that did not become a Liquidated Loan, prior to the end of the related
      Prepayment Period.

     

    Overcollateralization
      Amount:
      With
      respect to any Distribution Date, the excess, if any, of (a) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period over (b) the aggregate Certificate Principal Balance of the Senior
      Certificates and the Mezzanine Certificates on such Distribution Date (after
      taking into account the payment of 100% of the Principal Funds on such
      Distribution Date).

     

    Overcollateralization
      Increase Amount:
      With
      respect to any Distribution Date, the lesser of (i) Net Monthly Excess Cashflow
      (after taking into account payments made under paragraphs (1) and (2) of clause
      Third
      under
      Section 5.04(a) and (ii) the excess, if any, of (a) the Required
      Overcollateralization Amount over (b) the Overcollateralization Amount on such
      Distribution Date.

     

    Overcollateralization
      Reduction Amount:
      With
      respect to any Distribution Date, the lesser of (x) the Principal Funds for
      such
      Distribution Date and (y) the excess, if any, of (i) the Overcollateralization
      Amount for such Distribution Date over (ii) the Required Overcollateralization
      Amount for such Distribution Date.

     

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

     

    Pass-Through
      Rate:
      With
      respect to each Class of Certificates, the applicable Pass-Through Rate for
      each
      such Class as set forth in the Preliminary Statement, except with respect to
      the
      Class X Certificates, 100% of the interest distributable to the Class X
      Interest, expressed as a per annum rate.

     

    Payahead:
      Any
      Scheduled Payment intended by the related Mortgagor to be applied in a Due
      Period subsequent to the Due Period in which such payment was
      received.

     

    PCAOB:
      Shall
      mean the Public Company Accounting Oversight Board.

     

    Percentage
      Interest:
      With
      respect to any Certificate of a specified Class, the Percentage Interest set
      forth on the face thereof or the percentage obtained by dividing the
      Denomination of such Certificate by the aggregate of the Denominations of all
      Certificates of such Class.

     

    Permitted
      Investments:
      At any
      time, any one or more of the following obligations and securities:

     

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

     

    (ii)  general
      obligations of or obligations guaranteed by any state of the United States
      or
      the District of Columbia receiving the highest long-term debt rating of each
      Rating Agency, or such lower rating as will not result in the downgrading or
      withdrawal of the ratings then assigned to the Certificates by each Rating
      Agency, as evidenced by a signed writing delivered by each Rating
      Agency;

     

    (iii)  commercial
      or finance company paper which is then receiving the highest commercial or
      finance company paper rating of each Rating Agency that rates such securities,
      or such lower rating as will not result in the downgrading or withdrawal of
      the
      ratings then assigned to the Certificates by each Rating Agency, as evidenced
      by
      a signed writing delivered by each Rating Agency;

     

    (iv)  certificates
      of deposit, demand or time deposits, or bankers’ acceptances issued by any
      depository institution or trust company incorporated under the laws of the
      United States or of any state thereof and subject to supervision and examination
      by federal and/or state banking authorities (including the Trustee or the Master
      Servicer in its commercial banking capacity), provided that the commercial
      paper
      and/or long term unsecured debt obligations of such depository institution
      or
      trust company are then rated one of the two highest long-term and the highest
      short-term ratings of each such Rating Agency for such securities, or such
      lower
      ratings as will not result in the downgrading or withdrawal of the rating then
      assigned to the Certificates by any Rating Agency, as evidenced by a signed
      writing delivered by each Rating Agency;

     

    (v)  demand
      or
      time deposits or certificates of deposit issued by any bank or trust company
      or
      savings institution to the extent that such deposits are fully insured by the
      FDIC;

     

    (vi)  guaranteed
      reinvestment agreements issued by any bank, insurance company or other
      corporation containing, at the time of the issuance of such agreements, such
      terms and conditions as will not result in the downgrading or withdrawal of
      the
      rating then assigned to the Certificates by any such Rating Agency, as evidenced
      by a signed writing delivered by each Rating Agency;

     

    (vii)  repurchase
      obligations with respect to any security described in clauses (i) and (ii)
      above, in either case entered into with a depository institution or trust
      company (acting as principal) described in clause (v) above;

     

    (viii)  securities
      (other than stripped bonds, stripped coupons or instruments sold at a purchase
      price in excess of 115% of the face amount thereof) bearing interest or sold
      at
      a discount issued by any corporation incorporated under the laws of the United
      States or any state thereof which, at the time of such investment, have one
      of
      the two highest long term ratings of each Rating Agency, or such lower rating
      as
      will not result in the downgrading or withdrawal of the rating then assigned
      to
      the Certificates by any Rating Agency, as evidenced by a signed writing
      delivered by each Rating Agency;

     

    (ix)  units
      of
      money market funds registered under the Investment Company Act of 1940 including
      funds managed or advised by the Trustee, the Master Servicer or an affiliate
      of
      either, having a rating by S&P of AAAm-G or AAAm, if rated by Moody’s, rated
      Aaa, Aa1 or Aa2, and if rated by Fitch, F1, F2 or F3;

     

    (x)  short
      term investment funds sponsored by any trust company or banking association
      incorporated under the laws of the United States or any state thereof (including
      any such fund managed or advised by the Trustee, the Master Servicer or any
      affiliate thereof) which on the date of acquisition has been rated by each
      Rating Agency in their respective highest applicable rating category or such
      lower rating as will not result in the downgrading or withdrawal of the ratings
      then assigned to the Certificates by each Rating Agency, as evidenced by a
      signed writing delivered by each Rating Agency; and

     

    (xi)  such
      other investments having a specified stated maturity and bearing interest or
      sold at a discount acceptable to each Rating Agency as will not result in the
      downgrading or withdrawal of the rating then assigned to the Certificates by
      any
      Rating Agency, as evidenced by a signed writing delivered by each Rating Agency,
      as evidenced by a signed writing delivered by each Rating Agency;

     

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

     

    Permitted
      Transferee:
      Any
      person other than (i) the United States, any State or political subdivision
      thereof, any possession of the United States or any agency or instrumentality
      of
      any of the foregoing, (ii) a foreign government, International Organization
      or
      any agency or instrumentality of either of the foregoing, (iii) an organization
      (except certain farmers’ cooperatives described in Section 521 of the Code)
      that is exempt from tax imposed by Chapter 1 of the Code (including the tax
      imposed by Section 511 of the Code on unrelated business taxable income) on
      any excess inclusions (as defined in Section 860E(c)(1) of the Code) with
      respect to any Residual Certificate, (iv) rural electric and telephone
      cooperatives described in Section 1381(a)(2)(C) of the Code, (v) a Person
      that is not a citizen or resident of the United States, a corporation,
      partnership (other than a partnership that has any direct or indirect foreign
      partners) or other entity (treated as a corporation or a partnership for federal
      income tax purposes), created or organized in or under the laws of the United
      States, any state thereof or the District of Columbia, an estate whose income
      from sources without the United States is includible in gross income for United
      States federal income tax purposes regardless of its connection with the conduct
      of a trade or business within the United States, or a trust if a court within
      the United States is able to exercise primary supervision over the
      administration of the trust and one or more United States persons have authority
      to control all substantial decisions of the trustor and (vi) any other Person
      based upon an Opinion of Counsel (which shall not be an expense of the Trustee)
      that states that the Transfer of an Ownership Interest in a Residual Certificate
      to such Person may cause any REMIC to fail to qualify as a REMIC at any time
      that any Certificates are Outstanding. The terms “United States,” “State” and
“International Organization” shall have the meanings set forth in
      Section 7701 of the Code or successor provisions. A corporation will not be
      treated as an instrumentality of the United States or of any State or political
      subdivision thereof for these purposes if all of its activities are subject
      to
      tax and, with the exception of Freddie Mac, a majority of its board of directors
      is not selected by such government unit.

     

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

     

    Prepayment
      Assumption:
      The
      assumed rate of prepayment, as described in the Prospectus Supplement relating
      to each Class of Publicly Offered Certificates.

     

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

     

    Prepayment
      Charge Schedule:
      As of
      any date, the list of Mortgage Loans providing for a Prepayment Charge included
      in the Trust Fund on such date, attached hereto as Exhibit
      R
      (including the prepayment charge summary attached thereto). The Depositor shall
      deliver or cause the delivery of the Prepayment Charge Schedule to the
      Servicers, the Master Servicer and the Trustee on the Closing Date. The
      Prepayment Charge Schedule shall set forth the following information with
      respect to each Prepayment Charge:

     

    
      	
              (i)

            	
              the
                Mortgage Loan identifying number;

            
	 	 
	
              (ii)

            	
              a
                code indicating the type of Prepayment Charge;

            
	 	 
	
              (iii)

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

            
	 	 
	
              (iv)

            	
              the
                term of the related Prepayment Charge;

            
	 	 
	
              (v)

            	
              the
                original Stated Principal Balance of the related Mortgage Loan;
                and

            
	 	 
	
              (vi)

            	
              the
                Stated Principal Balance of the related Mortgage Loan as of the Cut-off
                Date.

            


    

    


    Prepayment
      Interest Shortfall:
      With
      respect to any Distribution Date, for each Mortgage Loan that was the subject
      of
      a Principal Prepayment in full during the related Prepayment Period, (other
      than
      a Principal Prepayment in full resulting from the purchase of a Mortgage Loan
      pursuant to Section 2.02, 2.03, 3.24 or 10.01 hereof), the amount, if any,
      by which (i) one month’s interest at the applicable Net Mortgage Rate on the
      Stated Principal Balance of such Mortgage Loan immediately prior to such
      prepayment exceeds (ii) the amount of interest paid or collected in connection
      with such Principal Prepayment less the sum of (a) the related Servicing Fee,
      (b) the Master Servicing Fee (exclusive of the portion of such fee payable
      to
      the Credit Risk Manager) and (c) the fee payable to any provider of lender-paid
      mortgage insurance, if any.

     

    Prepayment
      Period:
      With
      respect to any Distribution Date and the Mortgage Loans serviced by (i) by
      GMACM, the 14th
      day of
      the immediately preceding calendar month (or with respect to the first
      Prepayment Period, the Closing Date) through the 13th
      day of
      the month in which such Distribution Date occurs and (ii) Wells Fargo, the
      calendar month immediately preceding the month in which such Distribution Date
      occurs. 

     

    Principal
      Distribution Amount:
      With
      respect to each Distribution Date, the sum of (i) Principal Funds for such
      Distribution Date and (ii) any Overcollateralization Increase Amount for such
      Distribution Date minus
      (iii)
      the amount of any Overcollateralization Reduction Amount for such Distribution
      Date. In no event will the Principal Distribution Amount with respect to any
      Distribution Date be (x) less than zero or (y) greater than the then outstanding
      aggregate Certificate Principal Balance of the Publicly Offered
      Certificates.

     

    Principal
      Funds:
      With
      respect to any Distribution Date, (i) the sum, without duplication, of (a)
      all
      scheduled principal collected during the related Due Period, (b) all Advances
      relating to principal made on or prior to the related Remittance Date or, with
      respect to the Trustee (in its capacity as Successor Servicer) on the
      Distribution Date, (c) Principal Prepayments exclusive of prepayment charges
      or
      penalties collected during the related Prepayment Period, (iii) the Stated
      Principal Balance of each Mortgage Loan that was repurchased by the Sponsor
      pursuant to Sections 2.02, 2.03 and 3.24, (d) the aggregate of all
      Substitution Adjustment Amounts for the related Determination Date in connection
      with the substitution of Mortgage Loans pursuant to Section 2.03(b), (e)
      amounts in respect of principal paid by the Master Servicer pursuant to
      Section 10.01, (f) all Liquidation Proceeds and Subsequent Recoveries
      collected during the related Prepayment Period (to the extent such Liquidation
      Proceeds and Subsequent Recoveries relate to principal), in each case to the
      extent remitted by the related Servicer to the Distribution Account pursuant
      to
      the Servicing Agreement and (g) all Subsequent Recoveries minus (ii) all amounts
      required to be reimbursed by the Trust Fund pursuant to Section 3.32 or as
      otherwise set forth in this Agreement or the Custodial Agreement to the extent
      not reimbursed from the Interest Remittance Amount.

     

    Principal
      Prepayment:
      Any
      Mortgagor payment or other recovery of (or proceeds with respect to) principal
      on a Mortgage Loan (including loans purchased or repurchased under Sections
      2.02, 2.03, 3.24 and 10.01 hereof) that is received in advance of its scheduled
      Due Date and is not accompanied by an amount as to interest representing
      scheduled interest due on any Due Date in any month or months subsequent to
      the
      month of prepayment. Partial Principal Prepayments shall be applied by the
      Servicers in accordance with the terms of the related Mortgage
      Note.

     

    Private
      Certificate:
      Each of
      the Class X, Class P, Class R and Class R-X Certificates.

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement dated November 8, 2006 relating to the offering of the
      Publicly Offered Certificates.

     

    Publicly
      Offered Certificates:
      The
      Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2 and Class
      M-3
      Certificates.

     

    PUD:
      A
      planned unit development.

     

    Purchase
      Price:
      With
      respect to any Mortgage Loan required to be repurchased by the Sponsor pursuant
      to Section 2.02, 2.03 or 3.24 hereof and as confirmed by an Officer’s
      Certificate from the Sponsor to the Trustee, an amount equal to the sum of
      (i)
      100% of the outstanding principal balance of the Mortgage Loan as of the date
      of
      such purchase plus, (ii) thirty (30) days’ accrued interest thereon at the
      applicable Net Mortgage Rate, plus any portion of the Servicing Fee, Master
      Servicing Fee, Servicing Advances and Advances payable to the related Servicer
      or Master Servicer, as applicable, with respect to such Mortgage Loan plus
      (iii)
      any costs and damages of the Trust Fund in connection with any violation by
      such
      Mortgage Loan of any abusive or predatory lending law, including any expenses
      incurred by the Trustee with respect to such Mortgage Loan prior to the purchase
      thereof.

     

    Rating
      Agency:
      Each of
      Moody’s and S&P. If any such organization or its successor is no longer in
      existence, “Rating Agency” shall be a nationally recognized statistical rating
      organization, or other comparable Person, designated by the Depositor, notice
      of
      which designation shall be given to the Trustee. References herein to a given
      rating category of a Rating Agency shall mean such rating category without
      giving effect to any modifiers.

     

    Realized
      Loss:
      With
      respect to each Mortgage Loan as to which a Final Recovery Determination has
      been made, an amount (not less than zero) equal to (i) the Stated Principal
      Balance of such Mortgage Loan as of the commencement of the calendar month
      in
      which the Final Recovery Determination was made, plus (ii) accrued interest
      from
      the Due Date as to which interest was last paid by the Mortgagor through the
      end
      of the calendar month in which such Final Recovery Determination was made,
      calculated in the case of each calendar month during such period (A) at an
      annual rate equal to the annual rate at which interest was then accruing on
      such
      Mortgage Loan and (B) on a principal amount equal to the Stated Principal
      Balance of such Mortgage Loan as of the close of business on the Distribution
      Date during such calendar month, minus (iii) the proceeds, if any, received
      in
      respect of such Mortgage Loan during the calendar month in which such Final
      Recovery Determination was made, net of amounts that are payable therefrom
      to
      the Servicers pursuant to this Agreement and the Servicing Agreement. To the
      extent a Servicer receives Subsequent Recoveries with respect to any Mortgage
      Loan, the amount of the Realized Loss with respect to that Mortgage Loan will
      be
      reduced to the extent that Subsequent Recoveries are applied to reduce the
      Certificate Principal Balance of any Class of Certificates on any Distribution
      Date.

     

    With
      respect to any REO Property as to which a Final Recovery Determination has
      been
      made, an amount (not less than zero) equal to (i) the Stated Principal Balance
      of the related Mortgage Loan as of the date of acquisition of such REO Property
      on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
      interest was last paid by the Mortgagor in respect of the related Mortgage
      Loan
      through the end of the calendar month immediately preceding the calendar month
      in which such REO Property was acquired, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on the related Mortgage Loan and (B) on a principal
      amount equal to the Stated Principal Balance of the related Mortgage Loan as
      of
      the close of business on the Distribution Date during such calendar month,
      minus
      (iii) the aggregate of all unreimbursed Advances and Servicing
      Advances.

     

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

     

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

     

    Record
      Date:
      With
      respect to the Certificates (other than the Class A-4 Certificates) and any
      Distribution Date, the close of business on the last Business Day of the month
      preceding the month in which such Distribution Date occurs. With respect to
      the
      Class A-4 Certificates and any Distribution Date, so long as such Certificates
      are Book-Entry Certificates, the Business Day preceding such Distribution Date,
      and otherwise, the close of business on the last Business Day of the month
      preceding the month in which such Distribution Date occurs.. 

     

    Reference
      Bank Rate:
      With
      respect to any Accrual Period shall mean the arithmetic mean, rounded upwards,
      if necessary, to the nearest whole multiple of 0.03125%, of the offered rates
      for United States dollar deposits for one month that are quoted by the Reference
      Banks as of 11:00 a.m., New York City time, on the related Interest
      Determination Date to prime banks in the London interbank market for a period
      of
      one month in an amount approximately equal to the Certificate Principal Balance
      of the Class A-4 Certificates for such Accrual Period, provided that at least
      two such Reference Banks provide such rate. If fewer than two offered rates
      appear, the Reference Bank Rate will be the arithmetic mean, rounded upwards,
      if
      necessary, to the nearest whole multiple of 0.03125%, of the rates quoted by
      one
      or more major banks in New York City, selected by the Securities Administrator,
      as of 11:00 a.m., New York City time, on such date for loans in United States
      dollars to leading European banks for a period of one month in amounts
      approximately equal to the Certificate Principal Balance of the Class A-4
      Certificates for such Accrual Period.

     

    Reference
      Banks:
      Shall
      mean leading banks selected by the Securities Administrator and engaged in
      transactions in Eurodollar deposits in the international Eurocurrency market
      (i)
      with an established place of business in London, (ii) which have been designated
      as such by the Securities Administrator and (iii) which are not controlling,
      controlled by, or under common control with, the Depositor, the Sponsor or
      the
      Servicer.

     

    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 Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    Relevant
      Servicing Criteria:
      Means
      with respect to any Servicing Function Participant, the Servicing Criteria
      applicable to such party, as set forth on Exhibit
      L
      attached
      hereto. For clarification purposes, multiple parties can have responsibility
      for
      the same Relevant Servicing Criteria. With respect to a Servicing Function
      Participant engaged by the Master Servicer, the Securities Administrator or
      the
      Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the
      Relevant Servicing Criteria applicable to such party.

     

    Relief
      Act:
      The
      Servicemembers Civil Relief Act of 2003, as amended from time to time or similar
      state or local laws.

     

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

     

    REMIC
      I:
      The
      segregated pool of assets subject hereto, constituting the primary trust created
      hereby and to be administered hereunder, with respect to which a REMIC election
      is to be made, consisting of (i) the Mortgage Loans and all interest accruing
      and principal due with respect thereto after the Cut-off Date to the extent
      not
      applied in computing the Cut-off Date Principal Balance thereof and all related
      Prepayment Charges; (ii) the related Mortgage Files, (iii) the Custodial Account
      (other than any amounts representing any Servicer Prepayment Charge Payment
      Amount), the Distribution Account, the Class P Certificate Account and such
      assets that are deposited therein from time to time, together with any and
      all
      income, proceeds and payments with respect thereto; (iv) property that secured
      a
      Mortgage Loan and has been acquired by foreclosure, deed in lieu of foreclosure
      or otherwise; (v) the mortgagee’s rights under the Insurance Policies with
      respect to the Mortgage Loans; (vi) the rights under the Mortgage Loan Purchase
      Agreement, and (vii) all proceeds of the foregoing, including proceeds of
      conversion, voluntary or involuntary, of any of the foregoing into cash or
      other
      liquid property. Notwithstanding the foregoing, however, REMIC I specifically
      excludes (i) all payments and other collections of principal and interest due
      on
      the Mortgage Loans on or before the Cut-off Date, (ii) all Prepayment Charges
      payable in connection with Principal Prepayments made before the Cut-off Date,
      (iii) the Net WAC Reserve Fund, (iv) the Cap Contract, (v) the Swap Agreement
      and (vi) the Supplemental Interest Trust.

     

    REMIC
      I Regular Interest:
      Any of
      the separate non-certificated beneficial ownership interests in REMIC I issued
      hereunder and designated as a “regular interest” in REMIC I. Each REMIC I
      Regular Interest shall accrue interest at the related Uncertificated REMIC
      I
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto. The designations for the respective
      REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
      

     

    REMIC
      II:
      The
      segregated pool of assets consisting of all of the REMIC I Regular Interests
      conveyed in trust to the Trustee, for the benefit of the Holders of the REMIC
      II
      Regular Interests and the Holders of the Class R (as holders of the Class R-II
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

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

     

    REMIC
      II Marker Allocation Percentage:
      50% of
      any amount payable or loss attributable from the Mortgage Loans, which shall
      be
      allocated to REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-A1,
      REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II
      Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2, REMIC II Regular Interest LT-M3 and REMIC II Regular Interest
      LT-ZZ.

     

    REMIC
      II Overcollateralization Amount:
      With
      respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
      Principal Balances of the REMIC II Regular Interests minus (ii) the aggregate
      of
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-A1, REMIC
      II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
      Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3 and REMIC II Regular Interest LT-P,
      in
      each case as of such date of determination.

     

    REMIC
      II Principal Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to (a) the product of (i)
      0.50% of aggregate Stated Principal Balance of the Mortgage Loans and REO
      Properties then outstanding and (ii) 1 minus a fraction, the numerator of which
      is two times the aggregate of the Uncertificated Principal Balances of REMIC
      II
      Regular Interest LT-A1, REMIC II Regular Interest LT-A2, REMIC II Regular
      Interest LT-A3, REMIC II Regular Interest LT-A4, REMIC II Regular Interest
      LT-M1, REMIC II Regular Interest LT-M2 and REMIC II Regular Interest LT-M3
      and
      the denominator of which is the aggregate of the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-A1, REMIC II Regular Interest LT-A2,
      REMIC II Regular Interest LT-A3, REMIC II Regular Interest LT-A4, REMIC II
      Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular
      Interest LT-M3 and REMIC II Regular Interest LT-ZZ.

     

    REMIC
      II Regular Interests:
      REMIC
      II Regular Interest LT-AA, REMIC II Regular Interest LT-A1, REMIC II Regular
      Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular Interest
      LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC
      II Regular Interest LT-M3, REMIC II Regular Interest LT-ZZ, REMIC II Regular
      Interest LT-P, REMIC II Regular Interest LT-1SC, REMIC II Regular Interest
      LT-NSC, REMIC II Regular Interest LT-XX and REMIC II Regular Interest
      LT-IO.

     

    REMIC
      II Regular Interest LT-AA:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-AA shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-A1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-A1
      shall
      accrue interest at the related Uncertificated REMIC II Pass-Through Rate in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Principal Balance as set forth in the
      Preliminary
      Statement hereto.

     

    REMIC
      II Regular Interest LT-A2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-A2 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-A3:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-A3 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-A4:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-A4 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-IO:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-IO shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, subject to the terms and
      conditions hereof.

     

    REMIC
      II Regular Interest LT-M1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M1 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M2 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M3:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M3 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-NSC:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-NSC shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-SC:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-SC shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-P:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-P shall be entitled to distributions of principal, subject to the
      terms and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-ZZ:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-ZZ shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-ZZ Maximum Interest Deferral Amount:
      With
      respect to any Distribution Date, the excess of (i) accrued interest at the
      Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
      Interest LT-ZZ for such Distribution Date on a balance equal to the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-ZZ minus the
      REMIC II Overcollateralization Amount, in each case for such Distribution Date,
      over (ii) the Uncertificated Accrued Interest on R REMIC II Regular Interest
      LT-A1, REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC
      II Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2 and REMIC II Regular Interest LT-M3 for such Distribution Date,
      with the rate on each such REMIC II Regular Interest subject to a cap equal
      to
      the related Pass-Through Rate.

     

    REMIC
      II SC
      Allocation Percentage:
      50% of
      any amount payable or loss attributable from the Mortgage Loans, which shall
      be
      allocated to REMIC II Regular Interest LT-SC, REMIC II Regular Interest LT-NSC
      and REMIC II Regular Interest LT-XX.

     

    REMIC
      II Required Overcollateralization Amount:
      0.50%
      of the Required Overcollateralization Amount.

     

    REMIC
      III:
      The
      segregated pool of assets consisting of all of the REMIC II Regular Interests
      conveyed in trust to the Trustee, for the benefit of the REMIC III
      Certificateholders pursuant to Section 2.07, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      III Certificate:
      Any
      Regular Certificate, other than a Class X Certificate or Class P Certificate,
      or
      Class R Certificate.

     

    REMIC
      III Certificateholder:
      The
      Holder of any REMIC III Certificate.

     

    REMIC
      III Regular Interest:
      Any of
      the Class X Interest, Class P Interest, Class IO Interest, and any “regular
      interest” in REMIC III the ownership of which is represented by a Senior
      Certificate or Subordinate Certificate.

     

    REMIC
      IV:
      The
      segregated pool of assets consisting of all the Class X Interest conveyed in
      trust to the Trustee, for the benefit of the Holders of the Regular Certificates
      and the Class R-X Certificate (in respect of the Class R-IV Interest), pursuant
      to Section 2.07 hereunder, and all amounts deposited therein, with respect
      to
      which a separate REMIC election is to be made.

     

    REMIC
      V:
      The
      segregated pool of assets consisting of all of the Class P Interest conveyed
      in
      trust to the Trustee, for the benefit of the Holders of the Class P Certificates
      and the Holders of the Class R-X Certificate (in respect of the Class R-V
      Interest), pursuant to Section 2.07 hereunder, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      VI:
      The
      segregated pool of assets consisting of all of the Class IO Interest conveyed
      in
      trust to the Trustee, for the benefit of the Holders of REMIC VI Regular
      Interest IO and the Holders of the Class R-X Certificate (in respect of the
      Class R-VI Interest), pursuant to Section 2.07, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      VI Regular Interest IO:
      An
      uncertificated interest in the Trust Fund held by the Trustee, evidencing a
      Regular Interest in REMIC VI for purposes of the REMIC Provisions.

     

    REMIC
      Opinion:
      Shall
      mean an Opinion of Counsel to the effect that the proposed action will not
      have
      an adverse affect on any REMIC created hereunder.

     

    REMIC
      Provisions:
      Provisions of the federal income tax law relating to real estate mortgage
      investment conduits, which appear at Sections 860A through 860G of Subchapter
      M
      of Chapter 1 of the Code, and related provisions, and proposed, temporary and
      final regulations and published rulings, notices and announcements promulgated
      thereunder, as the foregoing may be in effect from time to time as well as
      provisions of applicable state laws.

     

    REMIC
      Regular Interest:
      Any
      REMIC I Regular Interest, REMIC II Regular Interest, REMIC III Regular Interest,
      Regular Certificate, Class IO Interest or REMIC VI Regular Interest
      IO.

     

    Remittance
      Date:
      With
      respect to GMACM, shall mean the eighteenth (18th)
      day of
      the month and if such day is not a Business Day, the immediately preceding
      Business Day. With respect to Wells Fargo, as set forth in the Servicing
      Agreement.

     

    REO
      Property:
      A
      Mortgaged Property acquired by a Servicer through foreclosure or deed-in-lieu
      of
      foreclosure in connection with a defaulted Mortgage Loan.

     

    Replacement
      Mortgage Loan:
      A
      Mortgage Loan or Mortgage Loans in the aggregate substituted by the Sponsor
      for
      a Deleted Mortgage Loan, which must, on the date of such substitution, as
      confirmed in a request for release in accordance with the terms of the Custodial
      Agreement, (i) have a Stated Principal Balance, after deduction of the principal
      portion of the Scheduled Payment due in the month of substitution, not in excess
      of, and not less than 90% of, the Stated Principal Balance of the Deleted
      Mortgage Loan; (ii) have a fixed Mortgage Rate not less than or more than 1%
      per
      annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii) have
      the
      same or higher credit quality characteristics than that of the Deleted Mortgage
      Loan; (iv) have a Loan-to-Value Ratio no higher than that of the Deleted
      Mortgage Loan; (v) have a remaining term to maturity no greater than (and not
      more than one year less than) that of the Deleted Mortgage Loan; (vi) be secured
      by a first lien on the related Mortgaged Property; (vii) constitute the same
      occupancy type as the Deleted Mortgage Loan or be owner occupied; (viii) comply
      with each representation and warranty set forth in the Mortgage Loan Purchase
      Agreement; and (ix) not permit conversion of the Mortgage Rate from a fixed
      rate
      to a variable rate.

     

    Reportable
      Event:
      Has the
      meaning set forth in Section 5.14(b) of this Agreement.

     

    Reporting
      Servicer:
      Shall
      mean any Servicer, the Master Servicer, the Securities Administrator, the
      Custodian under the Custodial Agreement, and any Servicing Function Participant
      engaged by such parties.

     

    Required
      Insurance Policy:
      With
      respect to any Mortgage Loan, any insurance policy that is required to be
      maintained from time to time under this Agreement.

     

    Required
      Overcollateralization Amount:
      With
      respect to any Distribution Date prior to the Stepdown Date, 1.55% of the Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date, and with respect
      to any Distribution Date on or after the Stepdown Date and with respect to
      which
      a Trigger Event is not in effect, the greater of (i) 3.10% of the Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses incurred during the related Prepayment Period) and (ii)
      0.35% of the Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date; with respect to any Distribution Date on or after the Stepdown Date with
      respect to which a Trigger Event is in effect, the Required
      Overcollateralization Amount for such Distribution Date will be equal to the
      Required Overcollateralization Amount for the Distribution Date immediately
      preceding such Distribution Date. Notwithstanding the foregoing, on and after
      any Distribution Date following the reduction of the aggregate Certificate
      Principal Balance of the Publicly Offered Certificates to zero, the Required
      Overcollateralization Amount shall be zero.

     

    Residual
      Certificates:
      The
      Class R Certificates and the Class R-X Certificates.

     

    Responsible
      Officer:
      With
      respect to the Trustee and the Securities Administrator, any Vice President,
      any
      Assistant Vice President, the Secretary, any Assistant Secretary, any Trust
      Officer, any other officer customarily performing functions similar to those
      performed by any of the above designated officers or other officers of the
      Trustee or the Securities Administrator specified by the Trustee or the
      Securities Administrator, as the case may be, having direct responsibility
      over
      this Agreement and customarily performing functions similar to those performed
      by any one of the designated officers, as to whom, with respect to a particular
      matter, such matter is referred because of such officer’s knowledge of and
      familiarity with the particular subject.

     

    Responsible
      Party:
      The
      party indicated on Exhibit N
      as the
      entity primarily responsible for reporting the information set forth therein
      to
      the Securities Administrator pursuant to Section 5.14.

     

    S&P:
      Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its
      successor in interest.

     

    Sarbanes-Oxley
      Act:
      Means
      the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission
      promulgated thereunder (including any interpretations thereof by the
      Commission’s staff).

     

    Sarbanes-Oxley
      Certification:
      A
      written certification signed by an officer of the Master Servicer that complies
      with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and
      (ii)
      Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time;
      provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002
      is
      amended, (b) the Rules referred to in clause (ii) are modified or superseded
      by
      any subsequent statement, rule or regulation of the Commission or any statement
      of a division thereof, or (c) any future releases, rules and regulations are
      published by the Commission from time to time pursuant to the Sarbanes-Oxley
      Act
      of 2002, which in any such case affects the form or substance of the required
      certification and results in the required certification being, in the reasonable
      judgment of the Master Servicer, materially more onerous than the form of the
      required certification as of the Closing Date, the Sarbanes-Oxley Certification
      shall be as agreed to by the Master Servicer, the Depositor and the Seller
      following a negotiation in good faith to determine how to comply with any such
      new requirements.

     

    Scheduled
      Payment:
      The
      scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
      to
      principal and/or interest on such Mortgage Loan.

     

    Securities
      Act:
      The
      Securities Act of 1933, as amended, and the rules and regulations promulgated
      thereunder.

     

    Securities
      Administrator:
      As of
      the Closing Date, Wells Fargo Bank, N.A. and thereafter, its respective
      successors in interest that meet the qualifications of this Agreement. The
      Securities Administrator and the Master Servicer shall at all times be the
      same
      Person or Affiliates.

     

    Senior
      Certificates:
      The
      Class A-1, Class A-2, Class A-3, and Class A-4 Certificates.

     

    Senior
      Interest Distribution Amount:
      With
      respect to any Distribution Date and any Class of Senior Certificates will
      be
      equal to the Interest Distribution Amount for such Distribution Date for such
      Class and the Interest Carry Forward Amount, if any, for such Distribution
      Date
      for such Class.

     

    Senior
      Principal Distribution Amount:
      With
      respect to any Distribution Date which occurs (i) prior to the Stepdown Date
      or
      on or after the Stepdown Date if a Trigger Event is in effect, the Principal
      Distribution Amount for that Distribution Date remaining after distribution
      to
      the Supplemental Interest Trust in respect of amounts owed to the Swap Provider
      or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for
      that Distribution Date, the lesser of:

     

    
      	·  	
              the
                Principal Distribution Amount for that Distribution Date remaining
                after
                distribution to the Supplemental Interest Trust in respect of amounts
                owed
                to the Swap Provider; and

            


    

     

    
      	·  	
              the
                amount by which (x) the aggregate Certificate Principal Balance of
                the
                Senior Certificates immediately prior to such Distribution Date exceeds
                (y) the lesser of (A) the product of (i) approximately 80.30% and
                (ii) the
                Aggregate Loan Balance as of such Distribution Date and (B) the amount,
                if
                any, by which (i) the Aggregate Loan Balance for such Distribution
                Date
                exceeds (ii) 0.35% of the Aggregate Loan Balance as of the Cut-off
                Date.

            


    

     

    Servicer:
      Shall
      mean either GMACM or Wells Fargo or any successor thereto appointed hereunder
      or
      under the Servicing Agreement in connection with the servicing and
      administration of the related Mortgage Loans.

     

    Servicer
      Default:
      As
      defined in Section 8.01.

     

    Servicer
      Prepayment Charge Payment Amount:
      The
      amount payable by a Servicer in respect of any waived Prepayment Charges
      pursuant to the Servicing Agreement.

     

    Service(s)(ing):
      Means,
      in accordance with Regulation AB, the act of servicing and administering the
      Mortgage Loans or any other assets of the Trust Fund by an entity that meets
      the
      definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
      to the disclosure requirements set forth in 1108 of Regulation AB. For
      clarification purposes, any uncapitalized occurrence of this term shall have
      the
      meaning commonly understood by participants in the residential mortgage-backed
      securitization market.

     

    Servicing
      Advances:
      All
      customary, reasonable and necessary “out of pocket” costs and expenses
      (including reasonable legal fees) incurred in the performance by a Servicer
      of
      its servicing obligations hereunder or under the Servicing Agreement, as
      applicable, including, but not limited to, the cost of (i) the preservation,
      restoration, inspection, valuation and protection of a Mortgaged Property,
      (ii)
      any enforcement or judicial proceedings, including foreclosures, and including
      any expenses incurred in relation to any such proceedings that result from
      the
      Mortgage Loan being registered in the MERS® System, (iii) the management and
      liquidation of any REO Property (including, without limitation, realtor’s
      commissions), (iv) compliance with any obligations under Section 3.07
      hereof to cause insurance to be maintained and (v) payment of
      taxes.

     

    Servicing
      Agreement:
      The
      Seller’s Warranties and Servicing Agreement, dated as of May 1, 2006, between
      the Sponsor and Wells Fargo (as modified pursuant to the Assignment
      Agreement).

     

    Servicing
      Criteria:
      Means
      the criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
      may be amended from time to time.

     

    Servicing
      Fee:
      As to
      each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
      the
      Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage
      Loan as of the last day of the related Due Period or, in the event of any
      payment of interest that accompanies a Principal Prepayment in full during
      the
      related Due Period made by the Mortgagor immediately prior to such prepayment,
      interest at the Servicing Fee Rate on the same Stated Principal Balance of
      such
      Mortgage Loan used to calculate the payment of interest on such Mortgage
      Loan.

     

    Servicing
      Fee Rate: The
      fee
      rate for each Mortgage Loan as set forth in the Mortgage Loan
      Schedule.

     

    Servicing
      Function Participant:
      Means
      any Subservicer or Subcontractor of each Servicer, the Master Servicer and
      the
      Securities Administrator, the Custodian, respectively. For purposes of Section
      5.14(d), such term also shall include each Servicer, the Master Servicer, the
      Securities Administrator and the Custodian, without regard to any threshold
      reference therein.

     

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

     

    Sponsor:
      Nomura
      Credit & Capital, Inc., a Delaware corporation, and its successors and
      assigns, in its capacity as seller of the Mortgage Loans to the
      Depositor.

     

    Startup
      Day:
      The
      Startup Day for REMIC I and REMIC II formed hereunder shall be the Closing
      Date.
      The Startup Day for REMIC III, REMIC IV and REMIC V shall be November 9,
      2006.

     

    Stated
      Principal Balance:
      With
      respect to any Mortgage Loan or related REO Property and any Distribution Date,
      the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
      portion of the Scheduled Payments due with respect to such Mortgage Loan during
      each Due Period ending prior to such Distribution Date (and irrespective of
      any
      delinquency in their payment), (ii) all Principal Prepayments with respect
      to
      such Mortgage Loan received prior to or during the related Prepayment Period,
      and all Liquidation Proceeds to the extent applied by the related Servicer
      as
      recoveries of principal in accordance with Section 3.09 of this Agreement or
      pursuant to the Servicing Agreement with respect to such Mortgage Loan, that
      were received by the related Servicer as of the close of business on the last
      day of the Prepayment Period related to such Distribution Date and (iii) any
      Realized Losses on such Mortgage Loan incurred during the related Prepayment
      Period. The Stated Principal Balance of a Liquidated Loan equals
      zero.

     

    Stepdown
      Date:
      The
      later to occur of (x) the Distribution Date in November 2009
      and
      (y) the first Distribution Date on which the Credit Enhancement Percentage
      of
      the Senior Certificates (calculated for this purpose only after taking into
      account distributions of principal on the Mortgage Loans, but prior to any
      distribution of the Principal Distribution Amount to the holders of the
      Certificates then entitled to distributions of principal on the Distribution
      Date) is greater than or equal to approximately 19.70%.

     

    Subcontractor:
      Shall
      mean any vendor, subcontractor or other Person who is not responsible for the
      overall servicing of Mortgage Loans but performs one or more discrete functions
      identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
      under
      the direction or authority of a Servicer (or a Subservicer of a Servicer),
      the
      Master Servicer, the Trustee, the Custodian or the Securities Administrator
      and
      each subcontractor is determined by the Person engaging the subcontractor to
      be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB.

     

    Subsequent
      Recoveries:
      Shall
      mean all amounts in respect of principal received by a Servicer on a Mortgage
      Loan for which a Realized Loss was previously incurred.

     

    Subservicer:
      Shall
      mean any Person who is identified in Item 1122(d) of Regulation AB that services
      the related Mortgage Loans on behalf of a Servicer or is engaged by the Master
      Servicer, the Securities Administrator or the Custodian and is responsible
      for
      the performance (whether directly or through subservicers or Subcontractors)
      of
      a substantial portion of the material servicing functions required to be
      performed by such Person under this Agreement, the Servicing Agreement or any
      subservicing agreement.

     

    Subservicing
      Agreement:
      Any
      agreement entered into between a Servicer and a Subservicer with respect to
      the
      subservicing of any Mortgage Loan subject to Section 3.03 of this Agreement
      or
      the Servicing Agreement by such Subservicer.

     

    Substitution
      Adjustment Amount:
      The
      meaning ascribed to such term pursuant to Section 2.03(d).

     

    Successor
      Servicer:
      Any
      successor to a Servicer appointed pursuant to Section 8.02 of this Agreement
      or
      pursuant to the Servicing Agreement after the occurrence of a Servicer Default
      or upon the resignation of a Servicer pursuant to this Agreement or pursuant
      to
      the Servicing Agreement.

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 5.12 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement, the Class IO Interest and the right to receive payments in respect
      of
      the Class IO Distribution Amount. For the avoidance of doubt, the Supplemental
      Interest Trust does not constitute a part of the Trust Fund.

     

    Supplemental
      Interest Trust Trustee:
      HSBC
      Bank USA, National Association, a national banking association, not in its
      individual capacity, but solely in its capacity as supplemental interest trust
      trustee for the benefit of the Certificateholders under the Interest Rate Swap
      Agreement, and any successor thereto.

     

    Swap
      Agreement:
      The
      interest rate swap agreement, dated November 9, 2006, between the Supplemental
      Interest Trust Trustee and the Swap Provider, including any schedule,
      confirmations, credit support annex or other credit support document relating
      thereto, and attached hereto as Exhibit
      Y.

     

    Swap
      Collateral Account:
      Shall
      mean the segregated non-interest bearing trust account created and maintained
      by
      the Securities Administrator pursuant to Section 5.15 hereof.

     

    Swap
      Credit Support Annex:
      The
      credit support annex, dated as of November 9, 2006, between the Supplemental
      Interest Trust Trustee and the Swap Provider, which is annexed to and forms
      part
      of the Swap Agreement. 

     

    Swap
      Early Termination Payment:
      Any
      termination payment made in connection with the early termination of the Swap
      Agreement calculated in accordance with the Swap Agreement.

     

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

     

    Swap
      Notional Amount:
      For
      each calculation period as defined in the Swap Agreement, the amount set forth
      below:

     

    
      	
              Distribution
                Date

            	
              Swap
                Scheduled Notional Amount ($)

            
	
              October
                2007

            	
              104,843,000.00

            
	
              November
                2007

            	
              104,843,000.00

            
	
              December
                2007

            	
              104,843,000.00

            
	
              January
                2008

            	
              104,843,000.00

            
	
              February
                2008

            	
              104,843,000.00

            
	
              March
                2008

            	
              104,843,000.00

            
	
              April
                2008

            	
              104,843,000.00

            
	
              May
                2008

            	
              104,843,000.00

            
	
              June
                2008

            	
              104,843,000.00

            
	
              July
                2008

            	
              104,843,000.00

            
	
              August
                2008

            	
              104,843,000.00

            
	
              September
                2008

            	
              104,843,000.00

            
	
              October
                2008

            	
              104,843,000.00

            
	
              November
                2008

            	
              104,843,000.00

            
	
              December
                2008

            	
              104,843,000.00

            
	
              January
                2009

            	
              104,843,000.00

            
	
              February
                2009

            	
              100,699,853.66

            
	
              March
                2009

            	
               
                95,368,417.99

            
	
              April
                2009

            	
               
                90,244,006.65

            
	
              May
                2009

            	
               
                85,318,595.31

            
	
              June
                2009

            	
               
                80,584,470.20

            
	
              July
                2009

            	
               
                76,034,216.07

            
	
              August
                2009

            	
               
                71,660,704.74

            
	
              September
                2009

            	
               
                67,457,083.90

            
	
              October
                2009

            	
               
                63,416,766.53

            
	
              November
                2009

            	
               
                59,533,420.58

            
	
              December
                2009

            	
               
                59,533,420.58

            
	
              January
                2010

            	
               
                59,533,420.58

            
	
              February
                2010

            	
               
                59,533,420.58

            
	
              March
                2010

            	
               
                59,533,420.58

            
	
              April
                2010

            	
               
                59,533,420.58

            
	
              May
                2010

            	
               
                59,533,420.58

            
	
              June
                2010

            	
               
                58,409,831.24

            
	
              July
                2010

            	
               
                56,133,273.89

            
	
              August
                2010

            	
               
                53,945,226.87

            
	
              September
                2010

            	
               
                51,842,256.00

            
	
              October
                2010

            	
               
                49,821,060.10

            
	
              November
                2010

            	
               
                47,878,465.86

            
	
              December
                2010

            	
               
                46,011,400.99

            
	
              January
                2011

            	
               
                44,216,956.77

            
	
              February
                2011

            	
               
                42,492,314.54

            
	
              March
                2011

            	
               
                40,834,764.84

            
	
              April
                2011

            	
               
                39,241,703.20

            
	
              May
                2011

            	
               
                37,710,626.09

            
	
              June
                2011

            	
               
                36,239,076.90

            
	
              July
                2011

            	
               
                34,824,729.88

            
	
              August
                2011

            	
               
                33,465,129.27

            
	
              September
                2011

            	
               
                32,158,424.97

            
	
              October
                2011

            	
               
                30,902,599.90

            
	 	 


    

    Swap
      Provider:
      The
      swap provider under the Swap Agreement. Initially, the Swap Provider shall
      be
      Swiss Re Financial Products Corporation.

     

    Swap
      Provider Trigger Event:
      A Swap
      Provider Trigger Event shall have occurred if any of an Event of Default (under
      the Swap Agreement) with respect to which the Swap Provider is a Defaulting
      Party, a Termination Event (under the Swap Agreement) with respect to which
      the
      Swap Provider is the sole Affected Party or an Additional Termination Event
      (under the Swap Agreement) with respect to which the Swap Provider is the sole
      Affected Party has occurred.

     

    Swap
      Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the Swap Agreement,
      the payment to be made by the Supplemental Interest Trust to the Swap Provider,
      or by the Swap Provider to the Supplemental Interest Trust, as applicable,
      pursuant to the terms of the Swap Agreement.

     

    Tax
      Matters Person:
      The
      person designated as “tax matters person” in the manner provided under Treasury
      regulation § 1.860F-4(d) and temporary Treasury regulation
§ 301.6231(a)(7)-1T. The holder of the greatest Percentage Interest in a
      Class of Residual Certificates shall be the Tax Matters Person for the related
      REMIC. The Securities Administrator, or any successor thereto or assignee
      thereof shall serve as tax administrator hereunder and as agent for the related
      Tax Matters Person.

     

    Termination
      Price:
      The
      price, calculated as set forth in Section 10.01, to be paid in connection
      with the purchase of the Mortgage Loans pursuant to
      Section 10.01.

     

    Transaction
      Party:
      Shall
      mean the Depositor, the Sponsor, the Trustee, the Servicers, the Master
      Servicer, the Securities Administrator, the Custodian, the Cap Provider and
      the
      Swap Provider.

     

    Transfer
      Affidavit:
      As
      defined in Section 6.02(c).

     

    Transfer:
      Any
      direct or indirect transfer or sale of any Ownership Interest in a
      Certificate.

     

    Trigger
      Event:
      With
      respect to any Distribution Date, a Trigger Event is in effect if (x) the
      percentage obtained by dividing (i) the aggregate Stated Principal Balance
      of
      Mortgage Loans delinquent sixty (60) days or more (including Mortgage Loans
      in
      foreclosure or discharged in bankruptcy or any REO Property) by (ii) the
      aggregate Stated Principal Balance of the Mortgage Loans, in each case, as
      of
      the last day of the previous calendar month, exceeds 32.41% of the Credit
      Enhancement Percentage of the Senior Certificates for the prior Distribution
      Date, or (y) the aggregate amount of Realized Losses on the Mortgage Loans
      incurred since the Cut-off Date through the last day of the related Due Period
      divided by the aggregate Stated Principal Balance of the Mortgage Loans as
      of
      the Cut-off Date exceeds the applicable percentages set forth below with respect
      to such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              Percentage

            
	
              November
                2009 to October 2010

            	
              0.90%*

            
	
              November
                2010 to October 2011

            	
              1.60%*

            
	
              November
                2011 to October 2012

            	
              2.25%*

            
	
              November
                2012 to October 2013

            	
              2.65%*

            
	
              November
                2013 and thereafter

            	
              2.70%
                 

            


    

     

    *The
      percentages set forth above are applicable to the first Distribution Date in
      the
      corresponding range of Distribution Dates. The percentage for each succeeding
      Distribution Date in a range increases incrementally by 1/12 of the positive
      difference between the percentage applicable to the first Distribution Date
      in
      that range and the percentage applicable to the first Distribution Date in
      the
      succeeding range.

     

    Trust
      Fund:
      Collectively, the assets of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V,
      REMIC VI, the Net WAC Reserve Fund and the Cap Contract. For the avoidance
      of
      doubt, the Trust Fund does not include the Supplemental Interest
      Trust.

     

    Trustee:
      HSBC
      Bank USA, National Association, a national banking association, not in its
      individual capacity, but solely in its capacity as trustee for the benefit
      of
      the Certificateholders under this Agreement, and any successor thereto, and
      any
      corporation or national banking association resulting from or surviving any
      consolidation or merger to which it or its successors may be a party and any
      successor trustee as may from time to time be serving as successor trustee
      hereunder.

     

    Uncertificated
      Accrued Interest:
      With
      respect to each Uncertificated REMIC Regular Interest on each Distribution
      Date,
      an amount equal to one month’s interest at the related Uncertificated
      Pass-Through Rate on the Uncertificated Principal Balance of such REMIC Regular
      Interest. In each case, Uncertificated Accrued Interest will be reduced by
      any
      Prepayment Interest Shortfalls and shortfalls resulting from application of
      the
      Relief Act (allocated to such REMIC Regular Interests as set forth in Sections
      1.02 and 5.07).

     

    Uncertificated
      Notional Amount:
      With
      respect to the Class X Interest and any Distribution Date, an amount equal
      to
      the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
      (other than REMIC II Regular Interest P) for such Distribution Date.


     

    With
      respect to REMIC II Regular Interest LT-IO and each Distribution Date listed
      below, the aggregate Uncertificated Principal Balance of the REMIC 1 Regular
      Interests ending with the designation “A” listed below: 

     

    
      	
              Distribution
                Date

            	
              REMIC
                1 Regular Interests

            
	
              1
                -
                27

            	
              I-1-A
                through I-28-A 

            
	
              28

            	
              I-2-A
                through I-28-A 

            
	
              29

            	
              I-3-A
                through I-28-A 

            
	
              30

            	
              I-4-A
                through I-28-A 

            
	
              31

            	
              I-5-A
                through I-28-A 

            
	
              32

            	
              I-6-A
                through I-28-A 

            
	
              33

            	
              I-7-A
                through I-28-A 

            
	
              34

            	
              I-8-A
                through I-28-A 

            
	
              35

            	
              I-9-A
                through I-28-A 

            
	
              36

            	
              I-10-A
                through I-28-A 

            
	
              37
                - 43

            	
              I-11-A
                through I-28-A 

            
	
              44

            	
              I-12-A
                through I-28-A 

            
	
              45

            	
              I-13-A
                through I-28-A 

            
	
              46

            	
              I-14-A
                through I-28-A 

            
	
              47

            	
              I-15-A
                through I-28-A 

            
	
              48

            	
              I-16-A
                through I-28-A 

            
	
              49

            	
              I-17-A
                through I-28-A 

            
	
              50

            	
              I-18-A
                through I-28-A 

            
	
              51

            	
              I-19-A
                through I-28-A 

            
	
              52

            	
              I-20-A
                through I-28-A 

            
	
              53

            	
              I-21-A
                through I-28-A 

            
	
              28

            	
              I-22-A
                through I-28-A 

            
	
              55

            	
              I-23-A
                through I-28-A 

            
	
              56

            	
              I-24-A
                through I-28-A 

            
	
              57

            	
              I-25-A
                through I-28-A 

            
	
              58

            	
              I-26-A
                through I-28-A 

            
	
              59

            	
              I-27-A
                and I-28-A 

            
	
              60

            	
              I-28-A
                

            
	
              thereafter

            	
              $0.00

            


    

     

    Uncertificated
      Principal Balance:
      With
      respect to each REMIC Regular Interest, the principal amount of such REMIC
      Regular Interest outstanding as of any date of determination. As of the Closing
      Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall
      equal the amount set forth in the Preliminary Statement hereto as its initial
      Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
      Principal Balance of each REMIC Regular Interest shall be reduced by all
      distributions of principal made on such REMIC Regular Interest on such
      Distribution Date pursuant to Section 5.04 and, if and to the extent necessary
      and appropriate, shall be further reduced on such Distribution Date by Realized
      Losses as provided in Section 5.04. The Uncertificated Principal Balance of
      each
      REMIC Regular Interest shall never be less than zero.

     

    Uncertificated
      REMIC I Pass-Through Rate:
      With
      respect to REMIC I Regular Interest I, a per annum rate equal to the weighted
      average Net Mortgage Rate. With respect to each REMIC
      I
Regular
      Interest ending with the designation “A”, a per annum rate equal to the weighted
      average Net Mortgage Rate multiplied by 2, subject to a maximum rate of 10.30%.
      With respect to each REMIC I Regular Interest ending with the designation “B”,
      the greater of (x) a per annum rate equal to the excess, if any, of (i) 2
      multiplied by the weighted average Net Mortgage Rate over
      (ii)
      10.30% and (y) 0.00%. 

     

    Uncertificated
      REMIC II Pass-Through Rate:
      With
      respect to REMIC II Regular Interest LT-AA, REMIC
      II
      Regular Interest LT-A1,
      REMIC
      II Regular Interest LT-A2,
      REMIC
      II Regular Interest LT-A3,
      REMIC
      II Regular Interest LT-A4,
      REMIC
      II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular
      Interest LT-M3, REMIC II Regular Interest LT-ZZ
      and
      REMIC II Regular Interest LT-XX,
      a
      per
      annum rate (but not less than zero) equal to the weighted average of (w) with
      respect to REMIC I Regular Interest I, the
      Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest
      for
      each such Distribution Date, (x) with respect to REMIC I Regular Interests
      ending with the designation “B”, the weighted average of the Uncertificated
      REMIC I Pass-Through Rates for such REMIC I Regular Interests, weighted on
      the
      basis of the Uncertificated Principal Balance of such REMIC I Regular Interests
      for each such Distribution Date and (y) with respect to REMIC I Regular
      Interests ending with the designation “A”, for each Distribution Date listed
      below, the weighted average of the rates listed below for each such REMIC I
      Regular Interest listed below, weighted on the basis of the Uncertificated
      Principal Balance of each such REMIC I Regular Interest for each such
      Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                1 Regular Interest

            	
              Rate

            
	
              1
                -
                27

            	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              28

            	
              I-2-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              29

            	
              I-3-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              30

            	
              I-4-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              31

            	
              I-5-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              32

            	
              I-6-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              33

            	
              I-7-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              34

            	
              I-8-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              35

            	
              I-9-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              36

            	
              I-10-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              37
                - 43

            	
              I-11-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              44

            	
              I-12-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              45

            	
              I-13-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              46

            	
              I-14-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              47

            	
              I-15-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              48

            	
              I-16-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              49

            	
              I-17-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              50

            	
              I-18-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              51

            	
              I-19-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              52

            	
              I-20-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              53

            	
              I-21-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              28

            	
              I-22-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              55

            	
              I-23-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              56

            	
              I-24-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              57

            	
              I-25-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              58

            	
              I-26-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              59

            	
              I-27-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              60

            	
              I-28-A
                

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

    


    With
      respect to REMIC II Regular Interest LT-SC, a per annum rate (but not less
      than
      zero) equal to the weighted average of (x) with respect to the REMIC I Regular
      Interests ending with the designation “B”, the weighted average of the
      Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular Interests,
      weighted on the basis of the Uncertificated Principal Balance of each such
      REMIC
      I Regular Interest for each such Distribution Date and (y) with respect to
      the
      REMIC I Regular Interests ending with the designation “A”, for each Distribution
      Date listed below, the weighted average of the rates listed below for such
      REMIC
      I Regular Interests
      listed
      below, weighted on the basis of the Uncertificated Principal Balance of each
      such REMIC
      I
      Regular Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                1 Regular Interest

            	
              Rate

            
	
              1-12

            	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              13
                - 27

            	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              28

            	
              I-2-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              29

            	
              I-3-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              30

            	
              I-4-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              31

            	
              I-5-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              32

            	
              I-6-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              33

            	
              I-7-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              34

            	
              I-8-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              35

            	
              I-9-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              36

            	
              I-10-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              37
                - 43

            	
              I-11-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              44

            	
              I-12-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              45

            	
              I-13-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              46

            	
              I-14-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              47

            	
              I-15-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              48

            	
              I-16-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              49

            	
              I-17-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              50

            	
              I-18-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              51

            	
              I-19-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              52

            	
              I-20-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              53

            	
              I-21-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              28

            	
              I-22-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              55

            	
              I-23-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              56

            	
              I-24-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              57

            	
              I-25-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              58

            	
              I-26-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              59

            	
              I-27-A
                through I-28-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              60

            	
              I-28-A
                

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

     

    Uncertificated
      REMIC Regular Interest:
      The
      REMIC I Regular Interests and the REMIC II Regular Interests.

     

    Voting
      Rights:
      The
      portion of the voting rights of all the Certificates that is allocated to any
      Certificate for purposes of the voting provisions hereunder. Voting Rights shall
      be allocated (i) 98% to the Certificates (other than the Class X, Class P and
      the Residual Certificates) and (ii) 1% to each of the Class X Certificates
      and
      Class P Certificates. Voting rights will be allocated among the Certificates
      of
      each such Class in accordance with their respective Percentage Interests. The
      Residual Certificates will not be allocated any voting rights.

     

    Wells
      Fargo:
      Wells
      Fargo Bank, N.A., and any successor thereto appointed under the Servicing
      Agreement in connection with the servicing and administration of the Wells
      Fargo
      Mortgage Loans.

     

    Wells
      Fargo Mortgage Loans:
      Those
      Mortgage Loans serviced by Wells Fargo pursuant to the terms and provisions
      of
      the Servicing Agreement and identified as such on the Mortgage Loan
      Schedule.

     

    Section
      1.02  Allocation
      of Certain Interest Shortfalls.

     

    For
      purposes of calculating the amount of the Interest Distribution Amount for
      the
      Senior Certificates, Mezzanine Certificates and Class X Certificates for any
      Distribution Date, (1) the aggregate amount of any Net Interest Shortfalls
      in
      respect of the Mortgage Loans for any Distribution Date shall first reduce
      the
      Interest Distribution Amount payable to the Class M-3 Certificates, second,
      reduce the Interest Distribution Amount payable to the Class M-2 Certificates,
      third, reduce the Interest Distribution Amount payable to the Class M-1
      Certificates, and fourth, reduce the Interest Distribution Amount payable to
      the
      Senior Certificates, on a pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      or
      Certificate Notional Balance, as applicable of each such Certificate and (2)
      the
      aggregate amount of any Realized Losses on the Mortgage Loans allocated to
      the
      Mezzanine Certificates and Net WAC Rate Carryover Amount paid to the Senior
      Certificates and the Mezzanine Certificates incurred for any Distribution Date
      shall be allocated to the Class X Certificates based on, and to the extent
      of,
      one month’s interest at the then applicable Pass-Through Rate on the Certificate
      Notional Balance thereof on any Distribution Date.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC I Regular Interests for any Distribution Date the aggregate amount of
      any
      Net Interest Shortfalls incurred in respect of the Mortgage Loans for any
      Distribution Date shall be allocated first,
      to
      REMIC I Regular Interest I and to the REMIC I Regular Interests ending with
      the
      designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
      I
      Regular Interests ending with the designation “A”, pro rata based on, and to the
      extent of, one month’s interest at the then applicable respective Uncertificated
      REMIC I Pass-Through Rates on the respective Uncertificated Principal Balances
      of each such REMIC I Regular Interest. 

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC II Regular Interests for any Distribution Date: 

     

    The
      REMIC
      II Marker Allocation Percentage of the aggregate amount of any Net Interest
      Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
      shall be allocated among
      REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-A1, REMIC II
      Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
      Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3 and REMIC I Regular Interest LT-ZZ,
      pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC I Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC I Regular Interest.

     

    The
      REMIC
      II SC Allocation Percentage of the aggregate amount of any Net Interest
      Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
      shall be allocated to the Uncertificated Accrued Interest payable to REMIC
      II
      Regular Interest LT-SC, REMIC II Regular Interest LT-NSC and REMIC II Regular
      Interest LT-XX, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC II Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC II Regular Interest.

     

    


     

    ARTICLE
      II


    CONVEYANCE
      OF TRUST FUND


    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.01  Conveyance
      of Trust Fund.

     

    The
      Sponsor hereby sells, transfers, assigns, sets over and otherwise conveys to
      the
      Depositor, without recourse, all the right, title and interest of the Sponsor
      in
      and to the assets in the Trust Fund.

     

    The
      Sponsor has entered into this Agreement in consideration for the purchase of
      the
      Mortgage Loans by the Depositor and has agreed to take the actions specified
      herein.

     

    The
      Depositor, concurrently with the execution and delivery hereof, hereby sells,
      transfers, assigns, sets over and otherwise conveys to the Trustee for the
      use
      and benefit of the Certificateholders, without recourse, all the right, title
      and interest of the Depositor in and to the Trust Fund. 

     

    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      transfer, assign, set over and otherwise convey to the Trustee, on behalf of
      the
      Trust, without recourse, for the benefit of the Certificateholders, all the
      right, title and interest of the Depositor, including any security interest
      therein for the benefit of the Depositor, in and to the Mortgage Loans
      identified on the Mortgage Loan Schedule, the rights of the Depositor under
      the
      Mortgage Loan Purchase Agreement, the Servicing Agreement and the Assignment
      Agreement (including, without limitation the right to enforce the obligations
      of
      the other parties thereto thereunder), the rights of the Depositor under the
      Cap
      Contract, the right to any payments made by the Cap Provider under the Cap
      Contract, the right to any Net Swap Payment and any Swap Termination Payment
      made by the Swap Provider and all other assets included or to be included in
      REMIC I. Such assignment includes all interest and principal received by the
      Depositor and the Servicers on or with respect to the Mortgage Loans (other
      than
      payments of principal and interest due on such Mortgage Loans on or before
      the
      Cut-off Date). The foregoing sale, transfer, assignment, set-over, deposit
      and
      conveyance does not and is not intended to result in creation or assumption
      by
      the Trustee of any obligation of the Depositor, the Sponsor or any other Person
      in connection with the Mortgage Loans or any other agreement or instrument
      relating thereto except as specifically set forth herein.

     

    In
      connection with such sale, the Depositor does hereby deliver to, and deposit
      with the Custodian pursuant to the Custodial Agreement the documents with
      respect to each Mortgage Loan as described under Section 2 of the Custodial
      Agreement (the “Mortgage Loan Documents”). In connection with such delivery and
      as further described in the Custodial Agreement, the Custodian will be required
      to review such Mortgage Loan Documents and deliver to the Trustee, the
      Depositor, the Servicers and the Sponsor certifications (in the forms attached
      to the Custodial Agreement) with respect to such review with exceptions noted
      thereon. In addition, under the Custodial Agreement the Depositor will be
      required to cure certain defects with respect to the Mortgage Loan Documents
      for
      the Mortgage Loans after the delivery thereof by the Depositor to the Custodian
      as more particularly set forth therein.

     

    Notwithstanding
      anything to the contrary contained herein, the parties hereto acknowledge that
      the functions of the Trustee with respect to the custody, acceptance, inspection
      and release of the Mortgage Files, including but not limited to certain
      insurance policies and documents contemplated by this Agreement, and preparation
      and delivery of the certifications shall be performed by the Custodian pursuant
      to the terms and conditions of the Custodial Agreement.

     

    The
      Depositor shall deliver or cause to be delivered to the related Servicer copies
      of all trailing documents required to be included in the related Mortgage File
      at the same time the originals or certified copies thereof are delivered to
      the
      Custodian, such documents including the mortgagee policy of title insurance
      and
      any Mortgage Loan Documents upon return from the recording office. No Servicer
      shall be responsible for any custodial fees or other costs incurred in obtaining
      such documents and the Depositor shall cause each Servicer to be reimbursed
      for
      any such costs such Servicer may incur in connection with performing its
      obligations under this Agreement or the Servicing Agreement, as
      applicable.

     

    The
      Mortgage Loans permitted by the terms of this Agreement to be included in the
      Trust Fund are limited to (i) Mortgage Loans (which the Depositor acquired
      pursuant to the Mortgage Loan Purchase Agreement, which contains, among other
      representations and warranties, a representation and warranty of the Sponsor
      that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey
      Home Ownership Act effective November 27, 2003, as defined in the New Mexico
      Home Loan Protection Act effective January 1, 2004) as defined in the
      Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
      (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices
      Act,
      effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9) and
      (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth
      herein and referred to in the Mortgage Loan Purchase Agreement, are required
      to
      conform to, among other representations and warranties, the representation
      and
      warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
      November 27, 2003, as defined in the New Mexico Home Loan Protection Act
      effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan
      Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as
      defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind.
      Code Ann. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on
      behalf of the Trust Fund understand and agree that it is not intended that
      any
      mortgage loan be included in the Trust Fund that is a “High-Cost Home Loan” as
      defined in the New Jersey Home Ownership Act effective November 27, 2003, as
      defined in the New Mexico Home Loan Protection Act effective January 1, 2004,
      as
      defined in the Massachusetts Predatory Home Loan Practices Act, effective
      November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home
      Loan Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1
      through 24-9-9).

     

    Section
      2.02  Acceptance
      of the Mortgage Loans.

     

    (a)  Based
      on
      the initial trust receipt received by it from the Custodian pursuant to the
      Custodial Agreement, the Trustee acknowledges receipt, subject to the provisions
      of Section 2.01 hereof and Section 2 of the Custodial Agreement, of
      the Mortgage Loan Documents and all other assets included in the definition
      of
“REMIC I” under clauses (i), (ii) (iii), (v) and (vi) (to the extent of amounts
      deposited into the Distribution Account) and declares that it holds (or the
      Custodian on its behalf holds) and will hold such documents and the other
      documents delivered to it constituting a Mortgage Loan Document, and that it
      holds (or the Custodian on its behalf holds) or will hold all such assets and
      such other assets included in the definition of “REMIC I” in trust for the
      exclusive use and benefit of all present and future
      Certificateholders.

     

    (b)  In
      conducting the review of the Mortgage Files in accordance with the Custodial
      Agreement, the Custodian on the Trustee’s behalf will ascertain whether all
      required documents have been executed and received and whether those documents
      relate to the Mortgage Loans identified in Exhibit B
      to this
      Agreement, as supplemented. If the Custodian finds any document constituting
      part of the Mortgage File not to have been executed or received, or to be
      unrelated to the Mortgage Loans identified in Exhibit B,
      the
      Sponsor shall correct or cure any such defect or, if prior to the end of the
      second anniversary of the Closing Date, the Sponsor may substitute for the
      related Mortgage Loan a Replacement Mortgage Loan, which substitution shall
      be
      accomplished in the manner and subject to the conditions set forth in
      Section 2.03 or shall deliver to the Trustee an Opinion of Counsel to the
      effect that such defect does not materially or adversely affect the interests
      of
      the Certificateholders in such Mortgage Loan within sixty (60) days from the
      date of notice from the Custodian of the defect and if the Sponsor fails to
      correct or cure the defect or deliver such opinion within such period, the
      Sponsor will, subject to Section 2.03, within ninety (90) days from the
      notification of the Custodian purchase such Mortgage Loan at the Purchase Price;
      provided, however, that if such defect relates solely to the inability of the
      Sponsor to deliver the Mortgage, assignment thereof to the Custodian, or
      intervening assignments thereof with evidence of recording thereon because
      such
      documents have been submitted for recording and have not been returned by the
      applicable jurisdiction, the Sponsor shall not be required to purchase such
      Mortgage Loan if the Sponsor delivers such documents promptly upon receipt,
      but
      in no event later than 360 days after the Closing Date.

     

    (c)  No
      later
      than 180 days after the Closing Date, the Custodian on the Trustee’s behalf will
      review, for the benefit of the Certificateholders, the Mortgage Files and will
      execute and deliver or cause to be executed and delivered to the Sponsor and
      the
      Trustee, a final trust receipt substantially in the form annexed to the
      Custodial Agreement. In conducting such review, the Custodian on the Trustee’s
      behalf and in accordance with the terms of the Custodial Agreement will
      ascertain whether each document required to be recorded has been returned from
      the recording office with evidence of recording thereon and the Custodian on
      the
      Trustee’s behalf has received either an original or a copy thereof, as required
      in the Custodial Agreement. If the Custodian finds that any document with
      respect to a Mortgage Loan has not been received, or is unrelated to the
      Mortgage Loans identified in Exhibit B
      or
      appears to be defective on its face, the Custodian shall note such defect in
      the
      exception report attached the final trust receipt issued pursuant to the
      Custodial Agreement and the Sponsor shall correct or cure any such defect or,
      if
      prior to the end of the second anniversary of the Closing Date, the Sponsor
      may
      substitute for the related Mortgage Loan a Replacement Mortgage Loan, which
      substitution shall be accomplished in the manner and subject to the conditions
      set forth in Section 2.03 or shall deliver to the Trustee an Opinion of
      Counsel to the effect that such defect does not materially or adversely affect
      the interests of Certificateholders in such Mortgage Loan within sixty (60)
      days
      from the date of notice from the Trustee of the defect and if the Sponsor is
      unable within such period to correct or cure such defect, or to substitute
      the
      related Mortgage Loan with a Replacement Mortgage Loan or to deliver such
      opinion, the Sponsor shall, subject to Section 2.03, within ninety (90)
      days from the notification of the Trustee, purchase such Mortgage Loan at the
      Purchase Price; provided, however, that if such defect relates solely to the
      inability of the Sponsor to deliver the Mortgage, assignment thereof to the
      Trustee or intervening assignments thereof with evidence of recording thereon,
      because such documents have not been returned by the applicable jurisdiction,
      the Sponsor shall not be required to purchase such Mortgage Loan, if the Sponsor
      delivers such documents promptly upon receipt, but in no event later than 360
      days after the Closing Date.

     

    (d)  In
      the
      event that a Mortgage Loan is purchased by the Sponsor in accordance with
      subsections 2.02(a) or (b) above or Section 2.03, the Sponsor shall remit
      the applicable Purchase Price to the applicable Servicer for deposit in the
      related Custodial Account and shall provide written notice to the Securities
      Administrator detailing the components of the Purchase Price, signed by an
      authorized officer. Upon receipt of notice of the deposit of the Purchase Price
      in the Custodial Account and upon receipt of a request for release (in the
      form
      attached to the Custodial Agreement) with respect to such Mortgage Loan, the
      Custodian, on behalf of the Trustee, will release to the Sponsor the related
      Mortgage File and the Trustee shall execute and deliver all instruments of
      transfer or assignment, without recourse, furnished to it by the Sponsor, as
      are
      necessary to vest in the Sponsor title to and rights under the Mortgage Loan.
      Such purchase shall be deemed to have occurred on the date on which the deposit
      into the Custodial Account was made. The Trustee shall promptly notify the
      Rating Agencies of such repurchase. The obligation of the Sponsor to cure,
      repurchase or substitute for any Mortgage Loan as to which a defect in a
      constituent document exists shall be the sole remedies respecting such defect
      available to the Certificateholders or to the Trustee on their behalf. The
      Sponsor shall promptly reimburse the Trustee for any expenses incurred by the
      Trustee in respect of enforcing the remedies for such breach.

     

    (e)  The
      Sponsor shall deliver to the Custodian the Mortgage Note and other documents
      constituting the Mortgage File with respect to any Replacement Mortgage Loan,
      which the Custodian will review as provided in the Custodial Agreement,
      provided, that the Closing Date referred to therein shall instead be the date
      of
      delivery of the Mortgage File with respect to each Replacement Mortgage
      Loan.

     

    Section
      2.03  Representations,
      Warranties and Covenants of GMACM, the Sponsor and the Master
      Servicer.

     

    (a)  GMACM
      hereby represents and warrants to, and covenants with, the Sponsor, the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      as
      follows, as of the Closing Date:

     

    (i)  It
      is
      duly organized and is validly existing and in good standing under the laws
      of
      the Commonwealth of Pennsylvania 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 related to a GMACM Mortgage Loan
      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
      GMACM 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 GMACM 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 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 it, the servicing of the GMACM
      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 GMACM 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)  GMACM
      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)  GMACM
      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 GMACM
      Mortgage Loans that are registered with MERS.

     

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

     

    If
      the
      covenant of GMACM set forth in Section 2.03(a)(ix), as applicable above is
      breached by GMACM, GMACM will pay the amount of such waived Prepayment Charge,
      for the benefit of the Holders of the Class P Certificates, by depositing such
      amount into the Custodial Account within ninety (90) days of the earlier of
      discovery by GMACM or receipt of notice by GMACM of such breach. Notwithstanding
      the foregoing, or anything to the contrary contained in this Agreement, GMACM
      shall have no liability for a waiver of any Prepayment Charge in the event
      that
      GMACM’s determination to make such a waiver was made by GMACM in reliance on
      information properly received by GMACM from any Person in accordance with the
      terms of this Agreement.

     

    (b)  The
      Sponsor hereby represents and warrants to and covenants with, the Depositor,
      the
      Master Servicer, GMACM, the Securities Administrator and the Trustee as follows,
      as of the Closing Date:

     

    (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 to sell each 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 the part of the Sponsor 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 a 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 sale of the
      Mortgage Loans by the Sponsor 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 the ordinary course of business
      of
      the Sponsor and will not (A) result in a material breach of any term or
      provision of the 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 the Sponsor 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 the Sponsor’s ability to perform or
      meet any of its obligations under this Agreement.

     

    (iv)  The
      Sponsor is an approved seller 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 the Sponsor’s knowledge, threatened,
      against the Sponsor that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or the ability of the Sponsor
      to
      sell the 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 the execution, delivery and performance by the Sponsor
      of,
      or compliance by the Sponsor 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.

     

    (vii)  The
      representations and warranties set forth in Section 8 of the Mortgage Loan
      Purchase Agreement are true and correct as of the Closing Date.

     

    (viii)  No
      Mortgage Loan is subject to the Home Ownership and Equity Protection Act of
      1994
      or any comparable law and no Mortgage Loan is classified and/or defined as
      a
“high cost”, “covered”, “high risk home” or “predatory” loan under any other
      state, federal or local law or regulation or ordinance (or a similarly
      classified loan using different terminology under a law imposing heightened
      regulatory scrutiny or additional legal liability for residential mortgage
      loans
      having high interest rates, points and/or fees).

     

    (ix)  No
      loan
      is a High Cost Loan or Covered Loan, as applicable (as such terms are defined
      in
      Appendix E of the Standard & Poor's Glossary For File Format For LEVELS®
Version 5.7 Revised (attached hereto as Exhibit K)
      and no
      Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
      is
      governed by the Georgia Fair Lending Act.

     

    (x)  Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, predatory, abusive
      lending or disclosure laws applicable to the origination and servicing of the
      Mortgage Loans have been complied with in all material respects.

     

    (c)  Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty set forth in Section 2.03(b)(viii), (ix) and (x) of this Agreement
      and
      Section 8 of the Mortgage Loan Purchase Agreement that materially and adversely
      affects the interests of the Certificateholders in any Mortgage Loan, the party
      discovering such breach shall give prompt written notice thereof to the other
      parties. The Sponsor hereby covenants with respect to the representations and
      warranties set forth in Section 2.03(b)(viii), (ix) and (x) of this Agreement
      and Section 8 of the Mortgage Loan Purchase Agreement, that within ninety (90)
      days of the discovery of a breach of any representation or warranty set forth
      therein that materially and adversely affects the interests of the
      Certificateholders in any Mortgage Loan, it shall cure such breach in all
      material respects and, if such breach is not so cured, (i) prior to the second
      anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage
      Loan”) from the Trust Fund and substitute in its place a Replacement Mortgage
      Loan, in the manner and subject to the conditions set forth in this Section;
      or
      (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee
      at
      the Purchase Price in the manner set forth below; provided that any such
      substitution pursuant to (i) above or repurchase pursuant to (ii) above shall
      not be effected prior to the delivery to the Trustee of an Opinion of Counsel
      if
      required by Section 2.05 and any such substitution pursuant to (i) above shall
      not be effected prior to the additional delivery to the Custodian of a request
      for release in accordance with the Custodial Agreement. The Sponsor shall
      promptly reimburse the Trustee for any expenses reasonably incurred by the
      Trustee in respect of enforcing the remedies for such breach. To enable the
      related Servicer to amend the Mortgage Loan Schedule, the Sponsor shall, unless
      it cures such breach in a timely fashion pursuant to this Section 2.03, promptly
      notify the Trustee whether it intends either to repurchase, or to substitute
      for, the Mortgage Loan affected by such breach. With respect to the
      representations and warranties in Section 8 of the Mortgage Loan Purchase
      Agreement that are made to the best of the Sponsor’s knowledge, if it is
      discovered by any of the Depositor, the Sponsor or the Trustee that the
      substance of such representation and warranty is inaccurate and such inaccuracy
      materially and adversely affects the value of the related Mortgage Loan,
      notwithstanding the Sponsor’s lack of knowledge with respect to the substance of
      such representation or warranty, the Sponsor shall nevertheless be required
      to
      cure, substitute for or repurchase the affected Mortgage Loan in accordance
      with
      the foregoing. 

     

    With
      respect to any Replacement Mortgage Loan or Loans, the Sponsor shall deliver
      to
      the Custodian for the benefit of the Certificateholders such documents and
      agreements as are required by Section 2 of the Custodial Agreement. No
      substitution will be made in any calendar month after the Determination Date
      for
      such month. Scheduled Payments due with respect to Replacement Mortgage Loans
      in
      the Due Period related to the Distribution Date on which such proceeds are
      to be
      distributed shall not be part of the Trust Fund and will be retained by the
      Sponsor. For the month of substitution, distributions to Certificateholders
      will
      include the Scheduled Payment due on any Deleted Mortgage Loan for the related
      Due Period and thereafter the Sponsor shall be entitled to retain all amounts
      received in respect of such Deleted Mortgage Loan. The related Servicer shall
      amend the Mortgage Loan Schedule for the benefit of the Certificateholders
      to
      reflect the removal of such Deleted Mortgage Loan and the substitution of the
      Replacement Mortgage Loan or Loans and shall deliver the amended Mortgage Loan
      Schedule to the Trustee, the Master Servicer and the Securities Administrator.
      Upon such substitution, the Replacement Mortgage Loan or Loans shall be subject
      to the terms of this Agreement in all respects, and the Sponsor shall be deemed
      to have made with respect to such Replacement Mortgage Loan or Loans, as of
      the
      date of substitution, the representations and warranties set forth in Section
      8
      of the Mortgage Loan Purchase Agreement with respect to such Mortgage Loan.
      Upon
      any such substitution and the deposit into the related Custodial Account of
      the
      amount required to be deposited therein in connection with such substitution
      as
      described in the following paragraph and receipt by the Custodian of a request
      for release for such Mortgage Loan in accordance with the Custodial Agreement,
      the Custodian on behalf of the Trustee shall release to the Sponsor the Mortgage
      File relating to such Deleted Mortgage Loan and held for the benefit of the
      Certificateholders and the Trustee shall execute and deliver at the Sponsor’s
      direction such instruments of transfer or assignment as have been prepared
      by
      the Sponsor, in each case without recourse, as shall be necessary to vest in
      the
      Sponsor, or its respective designee, title to the Trustee’s interest in any
      Deleted Mortgage Loan substituted for pursuant to this Section 2.03. Neither
      the
      Trustee nor the Custodian shall have any further responsibility with regard
      to
      such Mortgage File.

     

    For
      any
      month in which the Sponsor substitutes one or more Replacement Mortgage Loans
      for a Deleted Mortgage Loan, the Securities Administrator will determine the
      amount (if any) by which the aggregate principal balance of all the Replacement
      Mortgage Loans as of the date of substitution is less than the Stated Principal
      Balance (after application of the principal portion of the Scheduled Payment
      due
      in the month of substitution) of such Deleted Mortgage Loan. An amount equal
      to
      the aggregate of such deficiencies, described in the preceding sentence for
      any
      Distribution Date (such amount, the “Substitution Adjustment Amount”) shall be
      remitted to the related Servicer for deposit in the related Custodial Account
      by
      the Sponsor delivering such Replacement Mortgage Loan on or before the
      Determination Date for the Distribution Date relating to the Prepayment Period
      during which the related Mortgage Loan was required to be purchased or replaced
      hereunder.

     

    In
      the
      event that the Sponsor shall be required to repurchase a Mortgage Loan, the
      Purchase Price therefor shall be remitted to the related Servicer for deposit
      in
      the related Custodial Account, on or before the Determination Date immediately
      following the date on which the Sponsor was required to repurchase such Mortgage
      Loan. The Purchase Price shall be remitted by the related Servicer to the
      Securities Administrator on the Remittance Date occurring in the month
      immediately following the month in which the Purchase Price was deposited in
      the
      related Custodial Account. In addition, upon such deposit of the Purchase Price,
      the delivery of an Officer’s Certificate by the related Servicer (which shall be
      delivered no more than two (2) Business Days following such deposit) to the
      Trustee certifying that the Purchase Price has been deposited in the related
      Custodial Account, the delivery of an Opinion of Counsel if required by Section
      2.05 and the receipt of a Request for Release, the Trustee shall release the
      related Mortgage File held for the benefit of the related Certificateholders
      to
      the Sponsor, and the Trustee shall execute and deliver at such Person’s
      direction the related instruments of transfer or assignment prepared by the
      Sponsor, in each case without recourse, as shall be necessary to transfer title
      from the Trustee for the benefit of the Certificateholders and transfer the
      Trustee’s interest to the Sponsor to any Mortgage Loan purchased pursuant to
      this Section 2.03. It is understood and agreed that the obligation under this
      Agreement of the Sponsor to cure, repurchase or replace any Mortgage Loan as
      to
      which a breach has occurred or is continuing shall constitute the sole remedies
      against the Sponsor respecting such breach available to each Certificateholder,
      the Depositor or the Trustee.

     

    (d)  The
      Master Servicer hereby represents, warrants and covenants with the Sponsor,
      the
      Depositor, GMACM and the Trustee as follows, as of the Closing
      Date:

     

    (i)  The
      Master Servicer is a national banking association duly formed, validly existing
      and in good standing under the laws of the United States of America and is
      duly
      authorized and qualified to transact any and all business contemplated by this
      Agreement to be conducted by the Master Servicer;

     

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

     

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

     

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

     

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

     

    (vi)  There
      are
      no actions or proceedings against, or investigations known to it of, the Master
      Servicer before any court, administrative or other tribunal (A) that might
      prohibit its entering into this Agreement, (B) seeking to prevent the
      consummation of the transactions contemplated by this Agreement or (C) that
      might prohibit or materially and adversely affect the performance by the Master
      Servicer of its obligations under, or validity or enforceability of, this
      Agreement; and

     

    (vii)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Master
      Servicer of, or compliance by the Master Servicer with, this Agreement or the
      consummation by it of the transactions contemplated by this Agreement, except
      for such consents, approvals, authorizations or orders, if any, that have been
      obtained prior to the Closing Date.

     

    (e)  The
      representations and warranties set forth in Section 2.03 shall survive
      delivery of the respective Mortgage Loans and Mortgage Files to the Trustee
      or
      the Custodian for the benefit of the Certificateholders.

     

    Section
      2.04  Representations
      and Warranties of the Depositor.

     

    The
      Depositor hereby represents and warrants to, and covenants, with the Sponsor,
      the Master Servicer, the Securities Administrator, GMACM and the Trustee as
      follows, as of the date hereof and as of the Closing Date:

     

    (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 a legal, valid and binding obligation of
      the
      Depositor, enforceable against the Depositor in accordance with its terms,
      subject, as to enforceability, to (i) bankruptcy, insolvency, moratorium
      receivership and other similar laws relating to creditors’ rights generally and
      (ii) 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
      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 the Depositor 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
      Depositor 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 the Depositor’s ability
      to perform or meet any of its obligations under this Agreement.

     

    (iv)  No
      litigation is pending, or, to the best of the Depositor’s 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 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 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, the Depositor has obtained the
      same.

     

    The
      Depositor hereby represents and warrants to the Trustee as of the Closing Date,
      following the transfer of the Mortgage Loans to it by the Sponsor, the Depositor
      had good title to the Mortgage Loans and the related Mortgage Notes were subject
      to no offsets, claims, defenses or counterclaims.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or
      the Custodian for the benefit of the Certificateholders. Upon discovery by
      the
      Depositor, the Servicer, the Master Servicer or the Trustee of a breach of
      such
      representations and warranties, the party discovering such breach shall give
      prompt written notice to the others and to each Rating Agency.

     

    Section
      2.05  Delivery
      of Opinion of Counsel in Connection with Substitutions and
      Repurchases.

     

    (a)  Notwithstanding
      any contrary provision of this Agreement, with respect to any Mortgage Loan
      that
      is not in default or as to which default is not imminent, no repurchase or
      substitution pursuant to Sections 2.02 or 2.03 shall be made unless the Sponsor
      delivers to the Trustee an Opinion of Counsel, addressed to the Trustee, to
      the
      effect that such repurchase or substitution would not (i) result in the
      imposition of the tax on “prohibited transactions” of any REMIC executed
      hereunder or contributions after the Closing Date, as defined in sections
      860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC to
      fail
      to qualify as a REMIC at any time that any Certificates are outstanding. Any
      Mortgage Loan as to which repurchase or substitution was delayed pursuant to
      this paragraph shall be repurchased or the substitution therefor shall occur
      (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a)
      the
      occurrence of a default or imminent default with respect to such Mortgage Loan
      and (b) receipt by the Trustee of an Opinion of Counsel to the effect that
      such
      repurchase or substitution, as applicable, will not result in the events
      described in clause (i) or clause (ii) of the preceding sentence.

     

    (b)  Upon
      discovery by the Depositor or the Sponsor that any Mortgage Loan does not
      constitute a “qualified mortgage” within the meaning of section 860G(a)(3) of
      the Code, the party discovering such fact shall promptly (and in any event
      within five (5) Business Days of discovery) give written notice thereof to
      the
      other parties and the Trustee. In connection therewith, the Sponsor, at its
      option, shall either (i) substitute, if the conditions in Section 2.03(c)
      with respect to substitutions are satisfied, a Replacement Mortgage Loan for
      the
      affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within
      ninety (90) days of such discovery in the same manner as it would a Mortgage
      Loan for a breach of representation or warranty contained in Section 2.03.
      The Trustee shall reconvey to the Sponsor the Mortgage Loan to be released
      pursuant hereto in the same manner, and on the same terms and conditions, as
      it
      would a Mortgage Loan repurchased for breach of a representation or warranty
      contained in Section 2.03.

     

    Section
      2.06  Issuance
      of the REMIC I Regular Interests.

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to the Custodian on its behalf of the related Mortgage Files, subject to the
      provisions of Section 2.01 and Section 2.02, together with the assignment to
      it
      of all other assets included in REMIC I, the receipt of which is hereby
      acknowledged. The interests evidenced by the Class R-1 Interest, together with
      the REMIC I Regular Interests, constitute the entire beneficial ownership
      interest in REMIC I. The rights of the Holders of the Class R-1 Interest and
      REMIC I (as holder of the REMIC I Regular Interests) to receive distributions
      from the proceeds of REMIC I in respect of the Class R-1 Interest and the REMIC
      I Regular Interests, respectively, and all ownership interests evidenced or
      constituted by the Class R-1 Interest and the REMIC I Regular Interests, shall
      be as set forth in this Agreement.

     

    Section
      2.07  Conveyance
      of the REMIC I Regular Interests; Issuance and Conveyance of the Class X
      Interest, the Class P Interest, and the Class IO Interest.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      REMIC
      I Regular Interests for the benefit of the Class R-2 Interest and REMIC II
      (as
      holder of the REMIC I Regular Interests). The Trustee acknowledges receipt
      of
      the REMIC I Regular Interests and declares that it holds and will hold the
      same
      in trust for the exclusive use and benefit of all present and future Holders
      of
      the Class R-2 Interest and REMIC II (as holder of the REMIC I Regular
      Interests). The rights of the Holder of the Class R-2 Interest and REMIC II
      (as
      holder of the REMIC I Regular Interests) to receive distributions from the
      proceeds of REMIC II in respect of the Class R-2 Interest and the REMIC II
      Regular Interests, respectively, and all ownership interests evidenced or
      constituted by the Class R-2 Interest and the REMIC II Regular Interests, shall
      be as set forth in this Agreement. The Class R-2 Interest and the REMIC II
      Regular Interests shall constitute the entire beneficial ownership interest
      in
      REMIC II.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      REMIC
      II Regular Interests for the benefit of the Class R-3 Interest and REMIC III
      (as
      holder of the REMIC II Regular Interests). The Trustee acknowledges receipt
      of
      the REMIC II Regular Interests and declares that it holds and will hold the
      same
      in trust for the exclusive use and benefit of all present and future Holders
      of
      the Class R-3 Interest and REMIC III (as holder of the REMIC II Regular
      Interests). The rights of the Holder of the Class R-3 Interest and REMIC III
      (as
      holder of the REMIC II Regular Interests) to receive distributions from the
      proceeds of REMIC III in respect of the Class R-3 Interest and the Regular
      Certificates (other than the Class X and Class P Certificates), the Class X
      Interest, the Class P Interest and the Class IO Interest, respectively, and
      all
      ownership interests evidenced or constituted by the Class R-3 Interest and
      the
      Regular Certificates (other than the Class X and Class P Certificates), the
      Class X Interest, the Class P Interest and the Class IO Interest, shall be
      as
      set forth in this Agreement. The Class R-3 Interest, the Regular Certificates
      (other than the Class X and Class P Certificates), the Class X Interest, the
      Class P Interest and the Class IO Interest shall constitute the entire
      beneficial ownership interest in REMIC III.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      X Interest for the benefit of the Class R-1V Interest and REMIC IV (as holder
      of
      the Class X Interest). The Trustee acknowledges receipt of the Class X Interest
      and declares that it holds and will hold the same in trust for the exclusive
      use
      and benefit of all present and future Holders of the Class R-1V Interest and
      REMIC IV (as holder of the Class X Interest). The rights of the Holder of the
      Class R-1V Interest and REMIC IV (as holder of the Class X Interest) to receive
      distributions from the proceeds of REMIC IV in respect of the Class R-1V
      Interest, the Class X Certificates, and all ownership interests evidenced or
      constituted by the Class R-1V Interest and the Class X Certificates, shall
      be as
      set forth in this Agreement. The Class R-1V Interest and the Class X
      Certificates shall constitute the entire beneficial ownership interest in REMIC
      IV.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      P Interest for the benefit of the Class R-5 Interest and REMIC V (as holder
      of
      the Class P Interest). The Trustee acknowledges receipt of the Class P Interest
      and declares that it holds and will hold the same in trust for the exclusive
      use
      and benefit of all present and future Holders of the Class R-5 Interest and
      REMIC V (as holder of the Class P Interest). The rights of the Holder of the
      Class R-5 Interest and REMIC V (as holder of the Class P Interest) to receive
      distributions from the proceeds of REMIC V in respect of the Class R-5 Interest,
      the Class P Certificates, and all ownership interests evidenced or constituted
      by the Class R-5 Interest and the Class P Certificates, shall be as set forth
      in
      this Agreement. The Class R-5 Interest and the Class P Certificates shall
      constitute the entire beneficial ownership interest in REMIC V.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      IO Interest for the benefit of the Class R-6 Interest and REMIC VI (as holder
      of
      the Class IO Interest). The Trustee acknowledges receipt of the Class IO
      Interest and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of all present and future Holders of the Class R-6
      Interest and REMIC VI (as holder of the Class IO Interest). The rights of the
      Holder of the Class R-6 Interest and REMIC VI (as holder of the Class IO
      Interest) to receive distributions from the proceeds of REMIC VI in respect
      of
      the Class R-6 Interest, the REMIC VI Regular Interest IO Certificates, and
      all
      ownership interests evidenced or constituted by the Class R-6 Interest and
      the
      REMIC VI Regular Interest IO Certificates, shall be as set forth in this
      Agreement. The Class R-6 Interest and the REMIC VI Regular Interest IO
      Certificates shall constitute the entire beneficial ownership interest in REMIC
      VI.

     

    Section
      2.08  Issuance
      of the Class R Certificates and the Class R-X Certificates.

     

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

     

    The
      Trustee acknowledges the assignment to it of the Class X Interest, the Class
      P
      Interest and the Class IO Interest and, concurrently therewith and in exchange
      therefor, pursuant to the written request of the Depositor executed by an
      officer of the Depositor, the Securities Administrator has executed,
      authenticated and delivered to or upon the order of the Depositor, the Class
      R-X
      Certificates in authorized denominations.

     

    Section
      2.09  Establishment
      of Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
      Series 2006-AF1” and does hereby appoint HSBC Bank USA, National Association, as
      Trustee in accordance with the provisions of this Agreement.

     

    Section
      2.10  Purpose
      and Powers of the Trust.

     

    The
      purpose of the common law trust, as created hereunder, is to engage in the
      following activities:

     

    (a)  acquire
      and hold the Mortgage Loans and the other assets of the Trust Fund and the
      proceeds therefrom;

     

    (b)  to
      issue
      the Certificates sold to the Depositor in exchange for the Mortgage
      Loans;

     

    (c)  to
      make
      payments on the Certificates;

     

    (d)  to
      engage
      in those activities that are necessary, suitable or convenient to accomplish
      the
      foregoing or are incidental thereto or connected therewith; and

     

    (e)  subject
      to compliance with this Agreement, to engage in such other activities as may
      be
      required in connection with conservation of the Trust Fund and the making of
      distributions to the Certificateholders.

     

    The
      trust
      is hereby authorized to engage in the foregoing activities. The Trustee shall
      not cause the trust to engage in any activity other than in connection with
      the
      foregoing or other than as required or authorized by the terms of this Agreement
      while any Certificate is outstanding, and this Section 2.10 may not be amended,
      without the consent of the Certificateholders evidencing 51% or more of the
      aggregate voting rights of the Certificates.

     

     

     

    ARTICLE
      III


    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

     

    Section
      3.01  GMACM
      to
      act as Servicer of the related Mortgage Loans.

     

    


    The
      obligations of GMACM hereunder to service and administer the Mortgage Loans
      shall be limited to the GMAC Mortgage Loans, and with respect to the duties
      and
      obligations of GMACM, references herein to the related Mortgage Loans shall
      be
      limited to the GMACM Mortgage Loans (and the related proceeds thereof and
      related REO Properties) and references to the related Servicer or such Servicer
      in connection with the performance of the servicing obligations specified in
      this Agreement and all obligations arising hereunder by the related Servicer
      in
      connection with the servicing of the related Mortgage Loans shall be deemed
      to
      be references to GMACM or any successor thereto responsible for the servicing
      and administration of the GMACM Mortgage Loans pursuant to the terms of this
      Agreement. The Wells Fargo Mortgage Loans will be serviced and administered
      by
      Wells Fargo pursuant to the terms and provisions of the Servicing Agreement
      and
      Wells Fargo, as a Servicer, shall have no obligation to adhere to the provisions
      of this Agreement in connection with the servicing and administration of the
      Wells Fargo Mortgage Loans. In addition, GMACM will have no responsibility
      to
      service or administer the Wells Fargo Mortgage Loans or have any other
      obligation or liability with respect to the Wells Fargo Mortgage Loans or the
      Servicing Agreement. 

     

    The
      related Servicer shall service and administer the related Mortgage Loans on
      behalf of the Trust Fund and in the best interest of and for the benefit of
      the
      Certificateholders (as determined by such Servicer in its reasonable judgment)
      in accordance with the terms of this Agreement and the related Mortgage Loans
      and to the extent consistent with such terms and in accordance with and
      exercising the same care in performing those practices that such Servicer
      customarily employs and exercises in servicing and administering mortgage loans
      for its own account and of the same type as such Mortgage Loans in the
      jurisdiction in which the related Mortgaged Properties are located (including,
      compliance with all applicable federal, state and local laws).

     

    To
      the
      extent consistent with the foregoing, the related Servicer shall seek the timely
      and complete recovery of principal and interest on the Mortgage Notes related
      to
      the Mortgage Loans and shall waive a Prepayment Charge only under the following
      circumstances: (i) such waiver is standard and customary in servicing similar
      mortgage loans and (ii) either (A) such waiver is related to a default or
      reasonably foreseeable default and would, in the reasonable judgment of the
      related Servicer, maximize recovery of total proceeds taking into account the
      value of such Prepayment Charge and the related Mortgage Loan and, if such
      waiver is made in connection with a refinancing of the related Mortgage Loan,
      such refinancing is related to a default or a reasonably foreseeable default
      or
      (B) such waiver is made in connection with a refinancing of the related Mortgage
      Loan unrelated to a default or a reasonably foreseeable default where (x) the
      related Mortgagor has stated to the related Servicer an intention to refinance
      the related Mortgage Loan and (y) the related Servicer has concluded in its
      reasonable judgment that the waiver of such Prepayment Charge would induce
      such
      Mortgagor to refinance with the related Servicer or (iii) the related Servicer
      reasonably believes such Prepayment Charge is unenforceable in accordance with
      applicable law or the collection of such related Prepayment Charge would
      otherwise violate applicable law. If a Prepayment Charge is waived as permitted
      by meeting both of the standards described in clauses (i) and (ii)(B) above,
      then the related Servicer is required to pay the amount of such waived
      Prepayment Charge (the “Servicer Prepayment Charge Payment Amount”), for the
      benefit of the Holders of the Class P Certificates, by depositing such amount
      into the related Custodial Account within ninety (90) days of notice or
      discovery of such waiver meeting the standard set forth in both clauses (i)
      and
      (ii)(B) above; provided, however, that the related Servicer shall not waive
      more
      than five percent (5%) of the Prepayment Charges (by number of Prepayment
      Charges) set forth on the Mortgage Loan Schedule in accordance with clauses
      (i)
      and (ii)(B) above. Notwithstanding any other provisions of this Agreement,
      any
      payments made by the related Servicer in respect of any waived Prepayment
      Charges pursuant to clauses (i) and (ii)(B) above and the preceding sentence
      shall be deemed to be paid outside of the Trust Fund.

     

    Notwithstanding
      anything to the contrary contained in this Agreement, if the related Servicer
      waives a Prepayment Charge in breach of the foregoing paragraph, such Servicer
      will pay the amount of such waived Prepayment Charge, from its own funds without
      any right of reimbursement, for the benefit of the Holders of the Class P
      Certificates, by depositing such amount into the Custodial Account within ninety
      (90) days of the earlier of discovery by the related Servicer or receipt of
      notice by the related Servicer of such breach. Furthermore, notwithstanding
      any
      other provisions of this Agreement, any payments made by the related Servicer
      in
      respect of any waived Prepayment Charges pursuant to this paragraph shall be
      deemed to be paid outside of the Trust Fund.

     

    Subject
      only to the above-described applicable servicing standards (the “Accepted
      Servicing Practices”) and the terms of this Agreement and of the respective
      Mortgage Loans, the related Servicer shall have full power and authority, acting
      alone and/or through Subservicers as provided in Section 3.03, to do or
      cause to be done any and all things that it may deem necessary or desirable
      in
      connection with such servicing and administration, including but not limited
      to,
      the power and authority, subject to the terms hereof (i) to execute and deliver,
      on behalf of the Certificateholders and the Trustee, customary consents or
      waivers and other instruments and documents, (ii) to consent to transfers of
      any
      related Mortgaged Property and assumptions of the Mortgage Notes and related
      Mortgages (but only in the manner provided herein), (iii) to collect any
      Insurance Proceeds and other Liquidation Proceeds, and (iv) subject to
      Section 3.09, to effectuate foreclosure or other conversion of the
      ownership of the Mortgaged Property securing any Mortgage Loan serviced by
      such
      Servicer.

     

    Without
      limiting the generality of the foregoing, the related Servicer, in its own
      name
      or in the name of the Trust, the Depositor or the Trustee, is hereby authorized
      and empowered by the Trust, the Depositor and the Trustee, when such Servicer
      believes it appropriate in its reasonable judgment, to execute and deliver,
      on
      behalf of the Trustee, the Depositor, the Certificateholders or any of them,
      any
      and all instruments of satisfaction or cancellation, or of partial or full
      release or discharge and all other comparable instruments, with respect to
      the
      related Mortgage Loans, and with respect to the related Mortgaged Properties
      held for the benefit of the Certificateholders. The related Servicer shall
      prepare and deliver to the Depositor and/or the Trustee such documents requiring
      execution and delivery by any or all of them as are necessary or appropriate
      to
      enable the related Servicer to service and administer the related Mortgage
      Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall
      execute such documents and deliver them to the related Servicer. In addition,
      the Trustee shall execute, at the written request of a Servicer, and furnish
      to
      it any special or limited powers of attorney agreeable to the Trustee and its
      counsel applicable to all locations in which the Mortgaged Properties are
      located and other documents necessary or appropriate to enable such Servicer
      to
      carry out its servicing and administrative duties hereunder or under the
      Servicing Agreement, provided such limited powers of attorney or other documents
      shall be prepared by the related Servicer and submitted to the Trustee for
      review prior to execution. Notwithstanding anything to the contrary herein,
      the
      Trustee shall in no way be liable or responsible for the willful malfeasance
      of
      a Servicer, or for the wrongful or negligent actions taken by a Servicer, while
      such Servicer is acting pursuant to the powers granted to it in this
      paragraph.

     

    In
      accordance with the standards of the first paragraph of this Section 3.01,
      the related Servicer shall advance or cause to be advanced funds as necessary
      for the purpose of effecting the payment of taxes and assessments on the
      Mortgaged Properties relating to the related Mortgage Loans in order to preserve
      the lien on the related Mortgaged Property, which advances shall be reimbursable
      in the first instance from related collections from the Mortgagors pursuant
      to
      Section 3.27, and further as provided in Section 3.32. All costs
      incurred by a Servicer, if any, in effecting the payments of such taxes and
      assessments on the related Mortgaged Properties and related insurance premiums
      shall not, for the purpose of calculating monthly distributions to the
      Certificateholders, be added to the Stated Principal Balance under the related
      Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so
      permit.

     

    Section
      3.02  Due-on-Sale
      Clauses; Assumption Agreements.

     

    (a)  Except
      as
      otherwise provided in this Section 3.02, when any Mortgaged Property has
      been or is about to be conveyed by the Mortgagor, the related Servicer shall
      to
      the extent that it has knowledge of such conveyance, enforce any due-on-sale
      clause contained in any Mortgage Note or Mortgage, to the extent permitted
      under
      applicable law and governmental regulations, but only to the extent that such
      enforcement will not adversely affect or jeopardize coverage under any Required
      Insurance Policy. Notwithstanding the foregoing, no Servicer shall be required
      to exercise such rights with respect to a Mortgage Loan serviced by such
      Servicer if the Person to whom the related Mortgaged Property has been conveyed
      or is proposed to be conveyed satisfies the terms and conditions contained
      in
      the Mortgage Note and Mortgage related thereto and the consent of the mortgagee
      under such Mortgage Note or Mortgage is not otherwise so required under such
      Mortgage Note or Mortgage as a condition to such transfer. In the event that
      the
      related Servicer is prohibited by law from enforcing any such due-on-sale
      clause, or if coverage under any Required Insurance Policy would be adversely
      affected, or if nonenforcement is otherwise permitted hereunder, such Servicer
      is authorized, subject to Section 3.02(b), to take or enter into an
      assumption and modification agreement from or with the person to whom such
      property has been or is about to be conveyed, pursuant to which such person
      becomes liable under the Mortgage Note and, unless prohibited by applicable
      state law, the Mortgagor remains liable thereon, provided that the related
      Mortgage Loan shall continue to be covered (if so covered before the related
      Servicer enters into such an agreement) by the applicable Required Insurance
      Policies. The related Servicer, subject to Section 3.02(b), is also
      authorized with the prior approval of the insurers under any Required Insurance
      Policies to enter into a substitution of liability agreement with such Person,
      pursuant to which the original Mortgagor is released from liability and such
      Person is substituted as Mortgagor and becomes liable under the Mortgage Note.
      Notwithstanding the foregoing, no Servicer shall be deemed to be in default
      under this Section 3.02(a) by reason of any transfer or assumption that
      such Servicer reasonably believes it is restricted by law from
      preventing.

     

    (b)  Subject
      to the related Servicer’s duty to enforce any due-on-sale clause to the extent
      set forth in Section 3.02(a), in any case in which a Mortgaged Property has
      been conveyed to a Person by a Mortgagor, and such Person is to enter into
      an
      assumption agreement or modification agreement or supplement to the Mortgage
      Note or Mortgage that requires the signature of the Trustee, or if an instrument
      of release signed by the Trustee is required releasing the Mortgagor from
      liability on the related Mortgage Loan, the related Servicer shall prepare
      and
      deliver or cause to be prepared and delivered to the Trustee for signature
      and
      shall direct, in writing, the Trustee to execute the assumption agreement with
      the Person to whom the Mortgaged Property is to be conveyed and such
      modification agreement or supplement to the Mortgage Note or Mortgage or other
      instruments as are reasonable or necessary to carry out the terms of the
      Mortgage Note or Mortgage or otherwise to comply with any applicable laws
      regarding assumptions or the transfer of the Mortgaged Property to such Person.
      In connection with any such assumption, no material term of the Mortgage Note
      (including, but not limited to, (a) the Mortgage Rate, (b) the amount of the
      Scheduled Payment, (c) the related Index, Gross Margin, Periodic Rate Cap,
      Adjustment Date, Maximum Interest Rate or Minimum Mortgage Interest Rate, and
      (d) any other term affecting the amount or timing of payment on the related
      Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the
      Mortgaged Property must be acceptable to the related Servicer in accordance
      with
      the servicing standard set forth in Section 3.01. The related Servicer
      shall notify the Trustee that any such substitution or assumption agreement
      has
      been completed by forwarding to the Custodian the original of such substitution
      or assumption agreement, which in the case of the original shall be added to
      the
      related Mortgage File and shall, for all purposes, be considered a part of
      such
      Mortgage File to the same extent as all other documents and instruments
      constituting a part thereof. Any fee collected by a Servicer for entering into
      an assumption or substitution of liability agreement will be retained by such
      Servicer as additional servicing compensation.

     

    Section
      3.03  Subservicers.

     

    The
      related Servicer shall perform all of its servicing responsibilities hereunder
      or may cause a Subservicer to perform any such servicing responsibilities on
      its
      behalf, but the use by such Servicer of a Subservicer shall not release such
      Servicer from any of its obligations hereunder with respect to the related
      Mortgage Loans. Any subservicing arrangement and the terms of the related
      Subservicing Agreement must provide for the servicing of such Mortgage Loans
      in
      a manner consistent with the servicing arrangements contemplated hereunder
      and
      the related Servicer shall cause any Subservicer to comply with the provisions
      of this Agreement (including, without limitation, to provide the information
      required to be delivered under Sections 3.13, 3.14 and 3.18 hereof), to the
      same
      extent as if such Subservicer were the related Servicer. Each Subservicer shall
      be (i) authorized to transact business in the state or states where the related
      Mortgaged Properties it is to service are situated, if and to the extent
      required by applicable law to enable the Subservicer to perform its obligations
      hereunder and under the Subservicing Agreement and (ii) a Freddie Mac or Fannie
      Mae approved mortgage servicer. The related Servicer shall promptly, upon
      request, provide to the Master Servicer, the Trustee and the Depositor a written
      description (in form and substance satisfactory to the Master Servicer, the
      Trustee and the Depositor) of the role and function of each Subservicer utilized
      by such Servicer, specifying (i) the identity of each such Subservicer, (ii)
      which (if any) of such Subservicer is “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, and (iii) which elements
      of
      the Servicing Criteria will be addressed in assessments of compliance provided
      by each Subservicer identified pursuant to clause (ii) of this subsection;
      provided, however, that no Servicer shall be required to provide the information
      in clause (i) or (ii) of this subsection until such time that the applicable
      assessment of compliance is due in accordance with Section 3.14 of this
      Agreement. The related Servicer shall be responsible for obtaining from each
      Subservicer engaged by it and delivering to the Master Servicer any annual
      statement of compliance, assessment of compliance, attestation report and
      Sarbanes-Oxley related certification as and when required to be delivered.
      The
      related Servicer shall pay all fees of each of its Subservicers from its own
      funds.

     

    Notwithstanding
      the foregoing, with respect to the related Mortgage Loans, the related Servicer
      shall be entitled to outsource one or more separate servicing functions to
      any
      person that does not meet the eligibility requirements for a Subservicer (each
      such person, a “Subcontractor”), so long as such outsourcing does not constitute
      the delegation of such Servicer’s obligation to perform all or substantially all
      of the servicing of the related Mortgage Loans to such Subcontractor. The
      related Servicer shall promptly, upon request, provide to the Master Servicer,
      the Trustee and the Depositor a written description (in form and substance
      satisfactory to the Master Servicer, the Trustee and the Depositor) of the
      role
      and function of each Subcontractor utilized by such Servicer, specifying (i)
      the
      identity of each such Subcontractor, (ii) which (if any) of such Subservicer
      and
      Subcontractors are “participating in the servicing function” within the meaning
      of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
      Criteria will be addressed in assessments of compliance provided by each
      Subcontractor identified pursuant to clause (ii) of this subsection. In such
      event, the use by a Servicer of any such Subcontractor shall not release such
      Servicer from any of its obligations hereunder and such Servicer shall remain
      responsible hereunder for all acts and omissions of such Subcontractor as fully
      as if such acts and omissions were those of the related Servicer, and the
      related Servicer shall pay all fees and expenses of the Subcontractor from
      the
      related Servicer’s own funds.

     

    As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the related Servicer shall cause any such Subcontractor used
      by
      it for the benefit of the Master Servicer, the Trustee and the Depositor to
      comply with the provisions of Sections 3.13, 3.14 and 3.18 of this Agreement
      to
      the same extent as if such Subcontractor were such Servicer. The related
      Servicer shall be responsible for obtaining from each Subcontractor and
      delivering to the Master Servicer, the Trustee and any Depositor any compliance
      statement, assessment of compliance, attestation report and Sarbanes-Oxley
      related certification required to be delivered by such Subcontractor under
      Section 3.13, 3.14 and 3.18, in each case as and when required to be
      delivered.

     

    At
      the
      cost and expense of the related Servicer, without any right of reimbursement
      from the related Custodial Account, such Servicer shall be entitled to terminate
      the rights and responsibilities of a Subservicer or Subcontractor and arrange
      for any servicing responsibilities to be performed by a successor Subservicer
      or
      Subcontractor; provided, however, that nothing contained herein shall be deemed
      to prevent or prohibit the related Servicer, at its option, from electing to
      service the related Mortgage Loans itself. In the event that the related
      Servicer’s responsibilities and duties under this Agreement are terminated
      pursuant to Section 8.01, such Servicer shall at its own cost and expense
      terminate the rights and responsibilities of each Subservicer and Subcontractor
      with respect to the related Mortgage Loans effective as of the date of such
      Servicer’s termination. The related Servicer shall pay all fees, expenses or
      penalties necessary in order to terminate the rights and responsibilities of
      each Subservicer and Subcontractor from such Servicer’s own funds without
      reimbursement from the Trust Fund.

     

    Notwithstanding
      the foregoing, no Servicer shall be relieved of its obligations hereunder with
      respect to the related Mortgage Loans and shall be obligated to the same extent
      and under the same terms and conditions as if it alone were servicing and
      administering the related Mortgage Loans. The related Servicer shall be entitled
      to enter into an agreement with a Subservicer or Subcontractor, as applicable,
      for indemnification of such Servicer by the Subservicer or Subcontractor, as
      applicable, and nothing contained in this Agreement shall be deemed to limit
      or
      modify such indemnification.

     

    Any
      Subservicing Agreement and any other transactions or services relating to the
      Mortgage Loans involving a Subservicer or Subcontractor shall be deemed to
      be
      between such Subservicer or Subcontractor and the related Servicer alone, and
      neither the Master Servicer nor the Trustee shall have any obligations, duties
      or liabilities with respect to such Subservicer or Subcontractor including
      any
      obligation, duty or liability of Master Servicer or the Trustee to pay such
      Subservicer’s or Subcontractor’s fees and expenses or any differential in the
      amount of the servicing fee paid hereunder and the amount necessary to induce
      any successor servicer to act as successor servicer under this Agreement and
      the
      transactions provided for in this Agreement. For purposes of remittances to
      the
      Securities Administrator pursuant to this Agreement, the related Servicer shall
      be deemed to have received a payment on a Mortgage Loan when a Subservicer
      or
      Subcontractor engaged by such Servicer has received such payment.

     

    Section
      3.04  Documents,
      Records and Funds in Possession of a Servicer To Be Held for
      Trustee.

     

    Notwithstanding
      any other provisions of this Agreement, the related Servicer shall transmit
      to
      the Trustee as required by this Agreement all documents and instruments in
      respect of a Mortgage Loan serviced by such Servicer coming into the possession
      of such Servicer from time to time and shall account fully to the Securities
      Administrator for any funds received by such Servicer or that otherwise are
      collected by such Servicer as Liquidation Proceeds or Insurance Proceeds in
      respect of any such Mortgage Loan. All Mortgage Files and funds collected or
      held by, or under the control of, a Servicer in respect of any Mortgage Loans
      serviced by such Servicer, whether from the collection of principal and interest
      payments or from Liquidation Proceeds, including but not limited to, any funds
      on deposit in the related Custodial Account, shall be held by such Servicer
      for
      and on behalf of the Trustee and shall be and remain the sole and exclusive
      property of the Trustee, subject to the applicable provisions of this Agreement.
      The related Servicer also agrees that it shall not create, incur or subject
      any
      Mortgage File or any funds that are deposited in the related Custodial Account,
      the Distribution Account or in any Escrow Account, or any funds that otherwise
      are or may become due or payable to the Trustee for the benefit of the
      Certificateholders, to any claim, lien, security interest, judgment, levy,
      writ
      of attachment or other encumbrance, or assert by legal action or otherwise
      any
      claim or right of set off against any Mortgage File or any funds collected
      on,
      or in connection with, a Mortgage Loan, except, however, that such Servicer
      shall be entitled to set off against and deduct from any such funds any amounts
      that are properly due and payable to the related Servicer under this
      Agreement.

     

    Section
      3.05  Maintenance
      of Hazard Insurance.

     

    (a)  The
      related Servicer shall cause to be maintained for each Mortgage Loan serviced
      by
      such Servicer hazard insurance with extended coverage on the Mortgaged Property
      in an amount which is at least equal to the lesser of (i) the Stated Principal
      Balance of such Mortgage Loan and (ii) the amount necessary to fully compensate
      for any damage or loss to the improvements that are a part of such property
      on a
      replacement cost basis, in each case in an amount not less than such amount
      as
      is necessary to avoid the application of any coinsurance clause contained in
      the
      related hazard insurance policy. The related Servicer shall also cause to be
      maintained hazard insurance with extended coverage on each REO Property in
      an
      amount which is at least equal to the lesser of (i) the maximum insurable value
      of the improvements which are a part of such REO Property and (ii) the Stated
      Principal Balance of the related Mortgage Loan at the time it became an REO
      Property. The related Servicer will comply in the performance of this Agreement
      with all reasonable rules and requirements of each insurer under any such hazard
      policies. Any amounts collected by the related Servicer under any such policies
      (other than amounts to be applied to the restoration or repair of the property
      subject to the related Mortgage or amounts to be released to the Mortgagor
      in
      accordance with the procedures that such Servicer would follow in servicing
      loans held for its own account, subject to the terms and conditions of the
      related Mortgage and Mortgage Note and in accordance with the servicing standard
      set forth in Section 3.01) shall be deposited in the related Custodial
      Account, subject to withdrawal pursuant to Section 3.27. Any cost incurred
      by the related Servicer in maintaining any such insurance shall not, for the
      purpose of calculating distributions to related Certificateholders, be added
      to
      the Stated Principal Balance of the related Mortgage Loan, notwithstanding
      that
      the terms of such Mortgage Loan so permit. It is understood and agreed that
      no
      earthquake or other additional insurance is to be required of any Mortgagor
      other than pursuant to such applicable laws and regulations as shall at any
      time
      be in force and as shall require such additional insurance. If a Mortgaged
      Property or REO Property is at any time in an area identified in the Federal
      Register by the Federal Emergency Management Agency as having special flood
      hazards and flood insurance has been made available, the related Servicer shall
      cause to be maintained a flood insurance policy in respect thereof. Such flood
      insurance shall be in an amount equal to the lesser of (i) the Stated Principal
      Balance of the related Mortgage Loan and (ii) the maximum amount of such
      insurance available for the related Mortgaged Property under the national flood
      insurance program (assuming that the area in which such Mortgaged Property
      is
      located is participating in such program).

     

    In
      the
      event that the related Servicer shall obtain and maintain a blanket policy
      with
      an insurer acceptable to Fannie Mae or Freddie Mac, or having a General Policy
      Rating of B:VI or better in Best’s Key Rating Guide (or such other rating that
      is comparable to such rating) insuring against hazard losses on all of the
      Mortgage Loans serviced by such Servicer, it shall conclusively be deemed to
      have satisfied its obligations as set forth in the first two sentences of this
      Section 3.05, it being understood and agreed that such policy may contain a
      deductible clause, in which case the related Servicer shall, in the event that
      there shall not have been maintained on the related Mortgaged Property or REO
      Property a policy complying with the first two sentences of this
      Section 3.05, and there shall have been one or more losses which would have
      been covered by such policy, deposit to the related Custodial Account maintained
      by such Servicer from its own funds the amount not otherwise payable under
      the
      blanket policy because of such deductible clause. In connection with its
      activities as administrator and servicer of the related Mortgage Loans, the
      related Servicer agrees to prepare and present, on behalf of itself, the Trustee
      and Certificateholders, claims under any such blanket policy in a timely fashion
      in accordance with the terms of such policy.

     

    (b)  The
      related Servicer shall keep in force during the term of this Agreement a policy
      or policies of insurance covering errors and omissions for failure in the
      performance of such Servicer’s obligations under this Agreement, which policy or
      policies shall be in such form and amount that would meet the requirements
      of
      Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans, unless
      such Servicer has obtained a waiver of such requirements from Fannie Mae or
      Freddie Mac. The related Servicer shall provide the Master Servicer, upon
      request, with copies of such insurance policies and fidelity bond (or waiver
      thereof). The related Servicer shall also maintain a fidelity bond in the form
      and amount that would meet the requirements of Fannie Mae or Freddie Mac, unless
      such Servicer has obtained a waiver of such requirements from Fannie Mae or
      Freddie Mac. The related Servicer shall be deemed to have complied with this
      provision if one of its Affiliates has such errors and omissions and fidelity
      bond coverage and, by the terms of such insurance policy or fidelity bond,
      the
      coverage afforded thereunder extends to such Servicer. Any such errors and
      omissions policy and fidelity bond shall by its terms not be cancelable without
      thirty (30) days’ prior written notice to the Master Servicer. The related
      Servicer shall also cause its Subservicers to maintain a policy of insurance
      covering errors and omissions and a fidelity bond which would meet such
      requirements.

     

    Section
      3.06  Presentment
      of Claims and Collection of Proceeds.

     

    The
      related Servicer shall prepare and present on behalf of the Trustee and the
      Certificateholders all claims under the applicable Insurance Policies and take
      such actions (including the negotiation, settlement, compromise or enforcement
      of the insured’s claim) as shall be necessary to realize recovery under such
      Insurance Policies. Any proceeds disbursed to the related Servicer in respect
      of
      such Insurance Policies shall, within two Business Days of its receipt, be
      deposited in the related Custodial Account, except that any amounts realized
      that are to be applied to the repair or restoration of the related Mortgaged
      Property as a condition precedent to the presentation of claims on the related
      Mortgage Loan to the insurer under any applicable Insurance Policy need not
      be
      so deposited (or remitted).

     

    Section
      3.07  Maintenance
      of Insurance Policies.

     

    The
      related Servicer shall not take any action that would result in noncoverage
      under any applicable Insurance Policy of any loss which, but for the actions
      of
      such Servicer would have been covered thereunder. The related Servicer shall use
      its best efforts to keep in force and effect (to the extent that the related
      Mortgage Loan requires the Mortgagor to maintain such insurance), any applicable
      Insurance Policy. The related Servicer shall not cancel or refuse to renew
      any
      Insurance Policy that is in effect at the date of the initial issuance of the
      Mortgage Note and is required to be kept in force hereunder.

     

    Section
      3.08  Reserved.

     

    Section
      3.09  Realization
      Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
      and
      Realized Losses; Repurchases of Certain Mortgage Loans.

     

    (a)  The
      related Servicer shall use reasonable efforts to foreclose upon or otherwise
      comparably convert the ownership of properties securing such of the Mortgage
      Loans serviced by such Servicer as come into and continue in default and as
      to
      which no satisfactory arrangements can be made for collection of delinquent
      payments. In connection with such foreclosure or other conversion, the related
      Servicer shall follow such practices and procedures as it shall deem necessary
      or advisable and as shall be normal and usual in its general mortgage servicing
      activities and the requirements of the insurer under any Required Insurance
      Policy; provided that the related Servicer shall not be required to expend
      its
      own funds in connection with any foreclosure or towards the restoration of
      any
      property unless it shall determine (i) that such restoration and/or foreclosure
      will increase the proceeds of liquidation of the related Mortgage Loan after
      reimbursement to itself of such expenses and (ii) that such expenses will be
      recoverable to it through Liquidation Proceeds (respecting which it shall have
      priority for purposes of withdrawals from the related Custodial Account). If
      a
      Mortgage Loan becomes 180 days delinquent and the related Servicer, in its
      reasonable good faith judgment, determines that the recovery of principal with
      respect to such Mortgage Loan will not materially be in excess of the cost
      of
      foreclosure or other liquidation of the Mortgage Loan, then the related Servicer
      will be deemed to have made a Final Recovery Determination with respect to
      such
      Mortgage Loan and the related Servicer may charge off such Mortgage Loan at
      any
      time thereafter. If the related Servicer reasonably believes that Liquidation
      Proceeds with respect to any such Mortgage Loan would not be increased as a
      result of such foreclosure or other action, such Mortgage Loan will be
      charged-off and will become a Liquidated Loan. The related Servicer will give
      notice of any such charge-off to the Securities Administrator. The related
      Servicer shall be responsible for all other costs and expenses incurred by
      it in
      any such proceedings; provided that such costs and expenses shall be Servicing
      Advances and that it shall be entitled to reimbursement thereof from the
      proceeds of liquidation of the related Mortgaged Property, as contemplated
      in
      Section 3.27. If the related Servicer has knowledge that a Mortgaged
      Property that such Servicer is contemplating acquiring in foreclosure or by
      deed-in-lieu of foreclosure is located within a one-mile radius of any site
      with
      environmental or hazardous waste risks known to such Servicer, such Servicer
      shall, prior to acquiring the Mortgaged Property, consider such risks and only
      take action in accordance with its established environmental review
      procedures.

     

    With
      respect to any REO Property, the deed or certificate of sale shall be taken
      in
      the name of the Trustee for the benefit of the related Certificateholders (or
      the Trustee’s nominee on behalf of the related Certificateholders). The
      Trustee’s name shall be placed on the title to such REO Property solely as the
      Trustee hereunder and not in its individual capacity. The related Servicer
      shall
      ensure that the title to such REO Property references this Agreement and the
      Trustee’s capacity hereunder. Pursuant to its efforts to sell such REO Property,
      the related Servicer shall either itself or through an agent selected by such
      Servicer protect and conserve such REO Property in the same manner and to such
      extent as is customary in the locality where such REO Property is located and
      may, incident to its conservation and protection of the interests of the related
      Certificateholders, rent the same, or any part thereof, as such Servicer deems
      to be in the best interest of such Servicer and the related Certificateholders
      for the period prior to the sale of such REO Property. The related Servicer
      shall prepare for and deliver to the Securities Administrator a statement with
      respect to each REO Property that has been rented showing the aggregate rental
      income received and all expenses incurred in connection with the management
      and
      maintenance of such REO Property at such times as is necessary to enable the
      Securities Administrator to comply with the reporting requirements of the REMIC
      Provisions. The net monthly rental income, if any, from such REO Property shall
      be deposited in the related Custodial Account no later than the close of
      business on each Determination Date. The related Servicer shall perform the
      tax
      reporting and withholding related to foreclosures, abandonments and cancellation
      of indebtedness income as specified by Sections 6050H, 6050J and 6050P of the
      Code by preparing and filing such tax and information returns, as may be
      required.

     

    In
      the
      event that the Trust Fund acquires any Mortgaged Property as aforesaid or
      otherwise in connection with a default or imminent default on a Mortgage Loan,
      the related Servicer shall dispose of such Mortgaged Property prior to three
      years after its acquisition by the Trust Fund or, at the expense of the Trust
      Fund, request from the Internal Revenue Service more than 60 days prior to
      the
      day on which such three-year period would otherwise expire, an extension of
      the
      three-year grace period. The Trustee and the Securities Administrator shall
      be
      supplied with an Opinion of Counsel (such opinion not to be an expense of the
      Trustee, the Securities Administrator or the Trust Fund) to the effect that
      the
      holding by the Trust Fund of such Mortgaged Property subsequent to such
      three-year period will not result in the imposition of taxes on “prohibited
      transactions” of any REMIC as defined in section 860F of the Code or cause any
      REMIC to fail to qualify as a REMIC at any time that any Certificates are
      outstanding, in which case the Trust Fund may continue to hold such Mortgaged
      Property (subject to any conditions contained in such Opinion of Counsel).
      Notwithstanding any other provision of this Agreement, no Mortgaged Property
      acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
      or otherwise used for the production of income by or on behalf of the Trust
      Fund
      in such a manner or pursuant to any terms that would (i) cause such Mortgaged
      Property to fail to qualify as “foreclosure property” within the meaning of
      section 860G(a)(8) of the Code or (ii) subject any REMIC to the imposition
      of
      any federal, state or local income taxes on the income earned from such
      Mortgaged Property under section 860G(c) of the Code or otherwise, unless the
      related Servicer has agreed to indemnify and hold harmless the Trust Fund with
      respect to the imposition of any such taxes.

     

    The
      decision of the related Servicer to foreclose on a defaulted Mortgage Loan
      shall
      be subject to a determination by such Servicer that the proceeds of such
      foreclosure would exceed the costs and expenses of bringing such a proceeding.
      The income earned from the management of any Mortgaged Properties acquired
      through foreclosure or other judicial proceeding, net of reimbursement to the
      related Servicer for expenses incurred (including any property or other taxes)
      in connection with such management and net of unreimbursed Servicing Fees,
      Advances, Servicing Advances and any management fee paid or to be paid with
      respect to the management of such Mortgaged Property, shall be applied to the
      payment of principal of, and interest on, the defaulted Mortgage Loans (with
      interest accruing as though such Mortgage Loans were still current) and all
      such
      income shall be deemed, for all purposes in the Agreement, to be payments on
      account of principal and interest on the related Mortgage Notes and shall be
      deposited into the related Custodial Account. To the extent the income received
      during a Prepayment Period is in excess of the amount attributable to amortizing
      principal and accrued interest at the related Mortgage Rate on the Mortgage
      Loan, such excess shall be considered to be a partial Principal Prepayment
      for
      all purposes hereof.

     

    The
      Liquidation Proceeds from any liquidation of a Mortgage Loan, net of any payment
      to the related Servicer as provided above, shall be deposited in the related
      Custodial Account on the next succeeding Determination Date following receipt
      thereof for distribution on the related Distribution Date, except that any
      Excess Liquidation Proceeds shall be retained by the related Servicer as
      additional servicing compensation.

     

    The
      proceeds of any Liquidated Loan, as well as any recovery resulting from a
      partial collection of Liquidation Proceeds or any income from an REO Property,
      shall be applied in the following order of priority: first, to reimburse the
      related Servicer for any related unreimbursed Servicing Advances and Servicing
      Fees, pursuant to Section 3.27 or this Section 3.09; second, to
      reimburse the related Servicer for any unreimbursed Advances, pursuant to
      Section 3.27 or this Section 3.09; third, to accrued and unpaid
      interest (to the extent no Advance has been made for such amount) on the
      Mortgage Loan or related REO Property, at the Net Mortgage Rate to the first
      day
      of the month in which such amounts are required to be distributed; and fourth,
      as a recovery of principal of the Mortgage Loan.

     

    (b)  On
      each
      Determination Date, the related Servicer shall determine the respective
      aggregate amounts of Excess Liquidation Proceeds and Realized Losses, if any,
      with respect to any Mortgage Loan for the related Prepayment Period and report
      the same to the Master Servicer pursuant to Section 3.28.

     

    (c)  The
      related Servicer hereby covenants to the parties hereto that it has no intent
      to
      foreclose on any Mortgage Loan serviced by such Servicer based on the
      delinquency characteristics as of the Closing Date; provided, however, that
      the
      foregoing does not prevent the related Servicer from initiating foreclosure
      proceedings on any date hereafter if the facts and circumstances of such
      Mortgage Loans including delinquency characteristics in the related Servicer’s
      discretion so warrant such action.

     

    Section
      3.10  Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, the related Servicer shall be
      entitled to retain or withdraw from the related Custodial Account out of each
      payment of interest on each Mortgage Loan serviced by such Servicer included
      in
      the Trust Fund an amount equal to the Servicing Fee. In addition, the related
      Servicer shall be entitled to recover any unpaid Servicing Fees payable to
      it
      out of Liquidation Proceeds, Insurance Proceeds or condemnation proceeds related
      to the Mortgage Loans to the extent permitted by Section 3.27.

     

    Additional
      servicing compensation with respect to Mortgage Loans in the form of any Excess
      Liquidation Proceeds, assumption fees, late payment charges, insufficient funds
      charges and ancillary income to the extent such fees or charges are received
      by
      the related Servicer, all income and gain net of any losses realized from
      Permitted Investments with respect to funds in or credited to the related
      Custodial Account shall be retained by such Servicer to the extent not required
      to be deposited in such Custodial Account pursuant to Section 3.26. The
      related Servicer shall be required to pay all expenses incurred by it in
      connection with its servicing activities hereunder (including payment of any
      premiums for hazard insurance, as required by Section 3.05 and maintenance
      of the other forms of insurance coverage required by Section 3.07 and shall
      not be entitled to reimbursement therefor except as specifically provided
      herein.

     

    Section
      3.11  REO
      Property.

     

    (a)  In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      related Mortgage Loan, the deed or certificate of sale shall be issued to the
      Trustee, or to its nominee, on behalf of the related Certificateholders. The
      related Servicer shall sell any REO Property as expeditiously as possible and
      in
      accordance with the provisions of this Agreement. Pursuant to its efforts to
      sell such REO Property, the related Servicer shall protect and conserve such
      REO
      Property in the manner and to the extent required herein, in accordance with
      the
      REMIC Provisions.

     

    (b)  The
      related Servicer shall deposit all funds collected and received in connection
      with the operation of any REO Property into the related Custodial
      Account.

     

    (c)  The
      related Servicer, upon the final disposition of any REO Property, shall be
      entitled to reimbursement for any related unreimbursed Advances, unreimbursed
      Servicing Advances or Servicing Fees from Liquidation Proceeds received in
      connection with the final disposition of such REO Property; provided, that
      any
      such unreimbursed Advances or Servicing Fees as well as any unpaid Servicing
      Fees may be reimbursed or paid, as the case may be, prior to final disposition,
      out of any net rental income or other net amounts derived from such REO
      Property.

     

    Section
      3.12  Liquidation
      Reports.

     

    Upon
      the
      foreclosure of any Mortgaged Property or the acquisition thereof by the Trust
      Fund pursuant to a deed-in-lieu of foreclosure, the related Servicer shall
      submit a liquidation report to the Trustee containing such information as shall
      be mutually acceptable to the related Servicer and the Trustee with respect
      to
      such Mortgaged Property.

     

    Section
      3.13  Annual
      Statement as to Compliance.

     

    (a)  The
      related Servicer, 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, 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 related 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.

     

    (b)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements,
      failure of the related Servicer to comply timely with this Section 3.13 shall
      be
      deemed a Servicer Default as to such Servicer, without any cure period, and
      the
      Master Servicer shall notify the Trustee and the Trustee may, in addition to
      whatever rights the Master Servicer or the Trustee, as applicable, may have
      under this Agreement and at law or in equity or to damages, including injunctive
      relief and specific performance, terminate all the rights and obligations of
      such Servicer under this Agreement and in and to the related Mortgage Loans
      and
      the proceeds thereof without compensating such Servicer for the same. The Master
      Servicer or the Trustee, as applicable, shall so terminate the defaulting
      Servicer by delivery of notice thereof via first class mail, facsimile or
      electronic mail. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    (ii) After
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
      of the related Servicer to comply timely with this Section 3.13 shall be deemed
      a Servicer Default as provided for in Section 8.01(a)(ix). The Master Servicer
      shall notify the Trustee and the Trustee may, terminate the defaulting Servicer
      by delivery of notice thereof via first class mail, facsimile or electronic
      mail.

     

    (c)  The
      Master Servicer shall include all annual statements of compliance received
      by it
      from the related Servicer and any Servicing Function Participant with its own
      annual statement of compliance to be submitted to the Securities Administrator
      pursuant to this Section 3.13.

     

    (d)  Copies
      of
      any Master Servicer annual statements of compliance required to be delivered
      hereunder shall be provided to any Certificateholder upon request at the Master
      Servicer’s expense.

     

    (e)  In
      the
      event the related Servicer, the Master Servicer, the Securities Administrator
      or
      any other Servicing Function Participant is terminated or resigns pursuant
      to
      the terms of this Agreement, or any applicable agreement in the case of such
      other Servicing Function Participant, as the case may be, such party shall
      provide or cause such other Servicing Function Participant to provide an
      Officer’s Certificate pursuant to this Section 3.13 with respect to the period
      of time it was subject to this Agreement or any other applicable agreement,
      as
      the case may be.

     

    Section
      3.14  Assessments
      of Compliance and Attestation Reports.

     

    (a)  By
      March
      15 of each year, commencing in March 2007, the related Servicer, the Master
      Servicer and the Securities Administrator, 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.

     

    (b)  No
      later
      than the end of each calendar year, the related Servicer and the Master Servicer
      shall forward to the Securities Administrator and the Depositor, the name of
      each Servicing Function Participant engaged by it and what Relevant Servicing
      Criteria will be addressed in the report on assessment of compliance prepared
      by
      such Servicing Function Participant; provided, however, that the Master Servicer
      need not provide such information to the Securities Administrator so long as
      the
      Master Servicer and the Securities Administrator are the same entity. When
      the
      related Servicer and the Master Servicer (or any Servicing Function Participant
      engaged by them) submit their assessments to the Securities Administrator,
      such
      parties will also at such time include the assessment (and attestation pursuant
      to paragraph (c) below) of each Servicing Function Participant engaged by it.
      

     

    Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the related
      Servicer, the Master Servicer, the Securities Administrator and any Servicing
      Function Participant engaged by such parties as to the nature of any material
      instance of noncompliance with the Relevant Servicing Criteria by each such
      party, and (ii) the Securities Administrator shall confirm that the assessments,
      taken as a whole, address all of the Servicing Criteria and taken individually
      address the Relevant Servicing Criteria for each party as set forth on
Exhibit L
      and on
      any similar exhibit set forth in the Servicing Agreement in respect of Wachovia,
      and notify the Depositor of any exceptions. 

     

    In
      the
      event a Servicing Function Participant is terminated, assigns its rights and
      obligations under, or resigns pursuant to the terms of this Agreement, or any
      other applicable agreement, as the case may be, such party shall provide, or
      cause a Servicing Function Participant engaged by it to provide, a report on
      assessment of compliance pursuant to this Section 3.14 with respect to the
      period of time it was subject to this Agreement or any other applicable
      agreement, as the case may be.

     

    The
      Master Servicer shall include such annual report on assessment of compliance
      with its own assessment of compliance to be submitted to the Securities
      Administrator pursuant to this Section.

     

    (c)  By
      March
      15 of each year, commencing in March 2007, the related Servicer, the Master
      Servicer and the Securities Administrator, each at its own expense, shall cause,
      and shall cause any Servicing Function Participant engaged by such party to
      cause, which in each case shall not be an expense of the trust, a registered
      public accounting firm (which may also render other services to such Servicing
      Function Participants) and that is a member of the American Institute of
      Certified Public Accountants to furnish a report to the Master Servicer and
      Securities Administrator to the effect that (i) it has obtained a representation
      regarding certain matters from the management of such party, which includes
      an
      assertion that such party has complied with the Relevant Servicing Criteria,
      and
      (ii) on the basis of an examination conducted by such firm in accordance with
      standards for attestation engagements issued or adopted by the PCAOB, it is
      expressing an opinion as to whether such party’s compliance with the Relevant
      Servicing Criteria was fairly stated in all material respects, or it cannot
      express an overall opinion regarding such party’s assessment of compliance with
      the Relevant Servicing Criteria. In the event that an overall opinion cannot
      be
      expressed, such registered public accounting firm shall state in such report
      why
      it was unable to express such an opinion. Such report must be available for
      general use and not contain restricted use language.

     

    Promptly
      after receipt of such report from a Servicing Function Participant, the
      Securities Administrator shall confirm that each assessment submitted pursuant
      to paragraph (a) above is coupled with an attestation meeting the requirements
      of this Section and notify the Depositor of any exceptions. 

     

    The
      Master Servicer shall include each such attestation with its own attestation
      to
      be submitted to the Securities Administrator pursuant to this
      Section.

     

    In
      the
      event any Servicing Function Participant is terminated, assigns its rights
      and
      duties under, or resigns pursuant to the terms of this Agreement, or any other
      applicable agreement, as the case may be, such party shall cause a registered
      public accounting firm to provide an attestation pursuant to this Section 3.14
      with respect to the period of time it was subject to this Agreement or any
      applicable subservicing agreement, as the case may be.

     

    (d)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements,
      failure of the related Servicer to comply timely with this Section 3.14 shall
      be
      deemed a Servicer Default as to such Servicer, automatically, without notice
      and
      without any cure period, and the Master Servicer shall notify the Trustee and
      the Trustee may, in addition to whatever rights the Master Servicer or the
      Trustee, as applicable, may have under this Agreement and at law or in equity
      or
      to damages, including injunctive relief and specific performance, terminate
      all
      the rights and obligations of such Servicer under this Agreement and in and
      to
      the related Mortgage Loans and the proceeds thereof without compensating the
      related Servicer for the same. The Trustee shall so terminate the defaulting
      Servicer by delivery of notice thereof via first class mail, facsimile or
      electronic mail. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    (ii) After
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
      of the related Servicer to comply timely with this Section 3.14 shall be deemed
      a Servicer Default as provided for in Section 8.01(a)(ix). The Trustee may
      terminate the defaulting Servicer by delivery of notice thereof via first class
      mail, facsimile or electronic mail.

     

    Section
      3.15  Books
      and
      Records.

     

    The
      related Servicer shall be responsible for maintaining, and shall maintain,
      a
      complete set of books and records for the Mortgage Loans serviced by such
      Servicer which shall be appropriately identified in such Servicer’s computer
      system to clearly reflect the ownership of the Mortgage Loans by the Trust.
      In
      particular, the related Servicer shall maintain in its possession, available
      for
      inspection by the Trustee and the Master Servicer and shall deliver to the
      Trustee or the Master Servicer upon reasonable prior request and during normal
      business hours, evidence of compliance with all federal, state and local laws,
      rules and regulations. To the extent that original documents are not required
      for purposes of realization of Liquidation Proceeds or Insurance Proceeds,
      documents maintained by the related Servicer may be in the form of microfilm
      or
      microfiche or such other reliable means of recreating original documents,
      including, but not limited to, optical imagery techniques so long as the related
      Servicer complies with the requirements of Accepted Servicing
      Practices.

     

    The
      related Servicer shall maintain with respect to each Mortgage Loan serviced
      by
      such Servicer and shall upon reasonable prior request and during normal business
      hours make available for inspection by the Trustee and the Master Servicer
      the
      related servicing file during the time such Mortgage Loan is subject to this
      Agreement and thereafter in accordance with applicable law.

     

    Section
      3.16  The
      Trustee.

     

    The
      Trustee shall furnish the Servicers with any powers of attorney and other
      documents prepared and submitted by the Servicers to the Trustee in a form
      as
      mutually agreed upon and necessary or appropriate to enable each Servicer to
      service and administer the related Mortgage Loans and REO
      Properties.

     

    The
      Trustee shall provide access to the records and documentation in possession
      of
      the Trustee regarding the related Mortgage Loans and REO Property and the
      servicing thereof to the Certificateholders, the FDIC, and the supervisory
      agents and examiners of the FDIC, such access being afforded only upon
      reasonable prior written request and during normal business hours at the office
      of the Trustee; provided, however, that, unless otherwise required by law,
      the
      Trustee shall not be required to provide access to such records and
      documentation if the provision thereof would violate the legal right to privacy
      of any Mortgagor. The Trustee shall allow representatives of the above entities
      to photocopy any of the records and documentation and shall provide equipment
      for that purpose at a charge that covers the Trustee’s actual
      costs.

     

    The
      Trustee shall execute and deliver as directed in writing by a Servicer any
      court
      pleadings, requests for trustee’s sale or other documents necessary or desirable
      to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property;
      (ii) any legal action brought to obtain judgment against any Mortgagor on the
      Mortgage Note; (iii) obtain a deficiency judgment against the Mortgagor; or
      (iv)
      enforce any other rights or remedies provided by the Mortgage Note or otherwise
      available at law or equity.

     

    Section
      3.17  REMIC-Related
      Covenants.

     

    For
      as
      long as each REMIC shall exist, the Trustee and the Securities Administrator
      shall act in accordance herewith to treat each REMIC as a REMIC, and the Trustee
      and the Securities Administrator shall comply with any directions of the
      Sponsor, the Servicers or the Master Servicer with respect to such treatment.
      In
      particular, the Trustee shall not (a) knowingly sell or permit the sale of
      all
      or any portion of the Mortgage Loans or of any investment of deposits in an
      Account unless such sale is as a result of a repurchase of the Mortgage Loans
      pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
      at the expense of the Trust Fund; and (b) other than with respect to a
      substitution pursuant to the Mortgage Loan Purchase Agreement or
      Section 2.04 of this Agreement, as applicable, accept any contribution to
      any REMIC after the Startup Day without receipt of a REMIC Opinion.

     

    Section
      3.18  Annual
      Sarbanes-Oxley Certification; Additional Information.

     

    (a)  The
      related Servicer, the Master Servicer and the Securities Administrator shall
      and
      shall cause any Servicing Function Participant engaged by such party to, provide
      to the Certifying Person, by March 15 of each year in which the Trust Fund
      is
      subject to the reporting requirements of the Exchange Act and otherwise within
      a
      reasonable period of time upon request, a certification (each, a “Back-Up
      Certification”),
      in
      the form attached hereto as Exhibit
      M,
      upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification
      Parties”)
      can
      reasonably rely. The senior officer of the Master Servicer in charge of the
      master servicing function shall prepare a Sarbanes-Oxley Certification and
      sign
      the same on behalf of the Trust Fund serving as the “Certifying
      Person”.
      Such
      officer of the Certifying Person can be contacted by e-mail at or
      by
      facsimile at (410) 715-2380. In the event the related Servicer, the Master
      Servicer or the Securities Administrator, or any Servicing Function Participant
      engaged by such party, is terminated or resigns pursuant to the terms of this
      Agreement, or any other applicable agreement, as the case may be, such party
      shall provide a Back-Up Certification to the Certifying Person pursuant to
      this
      Section 3.18 with respect to the period of time it was subject to this Agreement
      or any other applicable agreement, as the case may be.

     

    Notwithstanding
      the foregoing, (i) the Master Servicer and the Securities Administrator shall
      not be required to deliver a Back-Up Certification to each other if each is
      the
      same Person and the Master Servicer is the Certifying Person and (ii) the Master
      Servicer shall not be obligated to execute any Sarbanes-Oxley Certification
      in
      the event that it does not receive a Back-Up Certification from any party
      required to deliver such Back-Up Certification pursuant to this Section or
      the
      Custodial Agreement; provided, however, in the event the Master Servicer shall
      not be required to execute a Sarbanes-Oxley Certification pursuant to clause
      (ii), the Master Servicer shall prepare such Sarbanes-Oxley Certification and
      deliver it to the Depositor for execution.

     

    (b)  The
      related Servicer shall provide (or shall cause each Subservicer or Subcontractor
      to provide) to the Master Servicer, the Securities Administrator and the
      Depositor prompt notice and a description of the occurrence of any of the
      following: 

     

    (i)  any
      Servicer Default with respect to such Servicer under the terms of this
      Agreement, any merger, consolidation or sale of substantially all of the assets
      of such Servicer, such Servicer’s engagement of any Subservicer to perform or
      assist in the performance of any of such Servicer’s obligations under this
      Agreement, any material litigation or governmental proceedings involving such
      Servicer (or any of its Subservicers or Subcontractors, as applicable), and
      any
      affiliation or other significant relationship between such Servicer (or any
      of
      its Subservicers or Subcontractors, as applicable) and other Transaction
      Parties.

     

    (ii)  As
      a
      condition to the succession to the related Servicer or any Subservicer as
      servicer or subservicer under this Agreement by any Person (i) into which such
      Servicer or such Subservicer may be merged or consolidated, or (ii) which may
      be
      appointed as a successor to such Servicer or any Subservicer, such Servicer
      shall provide to the Sponsor, Depositor, Master Servicer and Securities
      Administrator at least fifteen (15) calendar days prior to the effective date
      of
      such succession or appointment, (x) written notice and all information
      reasonably requested to the Sponsor, Depositor, Master Servicer and Securities
      Administrator of such succession or appointment and (y) in writing and in form
      and substance reasonably satisfactory to the Sponsor, Depositor, Master Servicer
      and Securities Administrator in order to comply with the reporting obligations
      under Item 6.02 of Form 8-K.

     

    (iii)  If
      the
      related Servicer or any Servicing Function Participant engaged by such Servicer
      has knowledge of the occurrence of any of the events described in this clause
      (iii), then no later than ten days prior to the deadline for the filing of
      any
      Distribution Report on Form 10-D in respect of any Trust Fund that includes
      any
      of the Mortgage Loans serviced by such Servicer or any Subservicer, such
      Servicer shall provide (or cause such Subservicer to provide) to the Master
      Servicer and Securities Administrator notice of the occurrence of any of the
      following events along with all information, data, and materials related thereto
      as may be required to be included in the related Distribution Report on Form
      10-D (as specified in the provisions of Regulation AB referenced
      below):

     

    (A)  any
      material modifications, extensions or waivers of pool asset terms, fees,
      penalties or payments during the distribution period or that have cumulatively
      become material over time (Item 1121(a)(11) of Regulation AB);

     

    (B)  material
      breaches of pool asset representations or warranties or transaction covenants
      of
      such Servicer (Item 1121(a)(12) of Regulation AB); and

     

    (C)  information
      regarding any material pool asset changes (such as, additions, substitutions
      or
      repurchases).

     

    (c)  The
      related Servicer shall provide to the Master Servicer and the Securities
      Administrator such additional information as the Master Servicer may reasonably
      request, including evidence of the authorization of the person signing any
      certification or statement, financial information and reports and of the
      fidelity bond and errors and omissions insurance policy required to be
      maintained by such Servicer pursuant to this Agreement, and such other
      information related to such Servicer or any Servicing Function Participant
      engaged by such Servicer or its performance hereunder or other applicable
      agreement.

     

    Section
      3.19  Release
      of Mortgage Files.

     

    (a)  Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      the related Servicer of a notification that payment in full has been escrowed
      in
      a manner customary for such purposes for payment to Certificateholders on the
      next Distribution Date, such Servicer will (or if such Servicer does not, the
      Master Servicer may) promptly furnish to the Trustee and the Custodian, on
      behalf of the Trustee, two copies of a request for release substantially in
      the
      form attached to the Custodial Agreement signed by an Authorized Servicer
      Representative or in a mutually agreeable electronic format which will, in
      lieu
      of a signature on its face, originate from an Authorized Servicer Representative
      (which certification shall include a statement to the effect that all amounts
      received in connection with such payment that are required to be deposited
      in
      the related Custodial Account pursuant to Article V have been or will be so
      deposited) and shall request that the Custodian, on behalf of the Trustee,
      deliver to the related Servicer the related Mortgage File. Within five (5)
      Business Days of receipt of such certification and request, the Custodian,
      on
      behalf of the Trustee, shall release the related Mortgage File to the related
      Servicer and the Trustee and the Custodian shall have no further responsibility
      with regard to such Mortgage File. Upon any such payment in full, the related
      Servicer is authorized, to give, as agent for the Trustee, as the mortgagee
      under the Mortgage that secured the related Mortgage Loan, an instrument of
      satisfaction (or assignment of mortgage without recourse) regarding the
      Mortgaged Property subject to the Mortgage, which instrument of satisfaction
      or
      assignment, as the case may be, shall be delivered to the Person or Persons
      entitled thereto against receipt therefor of such payment, it being understood
      and agreed that no expenses incurred in connection with such instrument of
      satisfaction or assignment, as the case may be, shall be chargeable to the
      related Custodial Account.

     

    (b)  From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan
      and in accordance with this Agreement or the Servicing Agreement, the Trustee
      shall execute such documents as shall be prepared and furnished to the Trustee
      by the related Servicer (in form reasonably acceptable to the Trustee) and
      as
      are necessary to the prosecution of any such proceedings. The Custodian, on
      behalf of the Trustee, shall, upon the written request of the related Servicer,
      and delivery to the Custodian, on behalf of the Trustee, of two copies of a
      request for release signed by an Authorized Servicer Representative
      substantially in the form attached to the Custodial Agreement (or in a mutually
      agreeable electronic format which will, in lieu of a signature on its face,
      originate from an Authorized Servicer Representative), release the related
      Mortgage File held in its possession or control to the related Servicer. Such
      request for release shall obligate the related Servicer to return the Mortgage
      File to the Custodian on behalf of the Trustee, when the need therefor by such
      Person no longer exists unless the Mortgage Loan shall be liquidated, in which
      case, upon receipt of a certificate of an Authorized Servicer Representative
      similar to that hereinabove specified, the Mortgage File shall be released
      by
      the Custodian, on behalf of the Trustee, to the related Servicer.

     

    Section
      3.20  Documents,
      Records and Funds in Possession of the Servicers to be held for
      Trustee.

     

    (a)
       The
      related Servicer (to the extent required by this Agreement or the Servicing
      Agreement, as applicable) shall transmit to the Trustee or the Custodian such
      documents and instruments coming into the possession of such Servicer from
      time
      to time as are required by the terms hereof to be delivered to the Trustee
      or
      the Custodian. Any funds received by the related Servicer in respect of any
      Mortgage Loan serviced by such Servicer or which otherwise are collected by
      such
      Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
      Mortgage Loan shall be held for the benefit of the Trustee and the
      Certificateholders subject to the right of such Servicer to retain its Servicing
      Fee and other amounts as provided in this Agreement or the related Servicing
      Agreement, as applicable.

     

    Section
      3.21  Possession
      of Certain Insurance Policies and Documents.

     

    The
      related Servicer shall retain possession and custody of the originals (to the
      extent available) of any Insurance Policies, or certificate of insurance if
      applicable, and any certificates of renewal as to the foregoing as may be issued
      from time to time that comes into the possession of such Servicer, as
      contemplated by this Agreement. Until all amounts distributable in respect
      of
      the Certificates have been distributed in full, the Trustee (or the Custodian,
      as directed by the Trustee) shall retain possession and custody of each Mortgage
      File in accordance with and subject to the terms and conditions of this
      Agreement.

     

    Section
      3.22  [Reserved].

     

    Section
      3.23  [Reserved].

     

    Section
      3.24  Optional
      Purchase of Certain Mortgage Loans.

     

    With
      respect to any Mortgage Loan which is delinquent in payment by ninety-one (91)
      days or more or is an REO Property, the Sponsor shall have the right to purchase
      such Mortgage Loan or REO Property from the Trust Fund at a price equal to
      the
      Purchase Price. The Purchase Price shall be remitted to the related Servicer
      for
      deposit in the related Custodial Account and remitted by the related Servicer
      to
      the Securities Administrator on the related Remittance Date in the month
      immediately following the month in which the Purchase Price was deposited in
      the
      related Custodial Account.

     

    In
      addition, the Sponsor shall, at its option, purchase any Mortgage Loan from
      the
      Trust if the first Due Date for such Mortgage Loan is subsequent to the Cut-off
      Date and the first Monthly Payment is not made within thirty (30) days of such
      Due Date. Such purchase shall be made at a price equal to the Purchase
      Price.

     

    If
      at any
      time the Sponsor remits to the related Servicer a payment for deposit in the
      related Custodial Account covering the amount of the Purchase Price for such
      a
      Mortgage Loan and the related Servicer delivers an Officer’s Certificate to the
      Trustee (which shall be delivered no later than two (2) Business Days following
      such deposit) certifying that the Purchase Price has been deposited in the
      related Custodial Account, the Trustee shall execute the assignment of such
      Mortgage Loan at the request of the Sponsor without recourse to the Sponsor
      which shall succeed to all the Trustee’s, right, title and interest in and to
      such Mortgage Loan, and all security and documents relative thereto. Such
      assignment shall be an assignment outright and not for security. The Sponsor
      will thereupon own such Mortgage, and all such security and documents, free
      of
      any further obligation to the Trustee or the related Certificateholders with
      respect thereto. The Sponsor shall be responsible for any transfer costs
      incurred with respect to a Mortgage Loan purchased pursuant to this
      Section 3.24.

     

    If
      the
      Sponsor is required to repurchase a Mortgage Loan pursuant to this Section
      3.24,
      the related Servicer shall continue to service such Mortgage Loan unless the
      Sponsor shall repurchase the servicing rights thereon on terms mutually agreed
      to by the Sponsor and the related Servicer. Notwithstanding the foregoing,
      the
      Master Servicer shall have no obligation to master service any Mortgage Loan
      that has been so repurchased.

     

    Section
      3.25  [Reserved].

     

    Section
      3.26  Collection
      of Mortgage Loan Payments; Custodial Accounts.

     

    (a)  The
      related Servicer shall make reasonable efforts in accordance with Accepted
      Servicing Practices to collect all payments called for under the terms and
      provisions of the related Mortgage Loans to the extent such procedures shall
      be
      consistent with this Agreement and the terms and provisions of any related
      Required Insurance Policy. Consistent with the foregoing, the related Servicer
      may in its discretion (i) waive any late payment charge and (ii) extend the
      due
      dates for payments due on a Mortgage Note for a Mortgage Loan serviced by such
      Servicer for a period not greater than 180 days; provided, however no such
      extension shall be materially adverse to the Certificateholders. In the event
      of
      any such arrangement, the related Servicer shall make Advances on the Mortgage
      Loan during the scheduled period in accordance with the amortization schedule
      of
      such Mortgage Loan without modification thereof by reason of such arrangements,
      and shall be entitled to reimbursement therefor in accordance with
      Section 5.01. The related Servicer shall not be required to institute or
      join in litigation with respect to collection of any payment (whether under
      a
      Mortgage, Mortgage Note or otherwise or against any public or governmental
      authority with respect to a taking or condemnation) if it reasonably believes
      that enforcing the provision of the Mortgage or other instrument pursuant to
      which such payment is required is prohibited by applicable law. In addition,
      if
      (x) a Mortgage Loan is in default or default is imminent or (y) the related
      Servicer delivers to the Trustee and the Securities Administrator a REMIC
      Opinion, the related Servicer may, (A) amend the related Mortgage Note to reduce
      the Mortgage Rate applicable thereto, and (B) amend any Mortgage Note for a
      Mortgage Loan to extend the maturity thereof.

     

    (b)  The
      related Servicer shall establish and maintain a segregated Custodial Account
      (which shall at all times be an Eligible Account) with a depository institution
      and shall be in the name of such Servicer in trust for registered holders of
      Nomura Home Equity Loan, Inc., Asset-Backed Certificates, Series 2006-AF1.
      On
      behalf of the Trust Fund, the related Servicer shall deposit or cause to be
      deposited in the clearing account in which it customarily deposits payments
      and
      collection on mortgage loans in connection with its mortgage loan servicing
      activities on a daily basis and in no event more than one Business Day after
      such Servicer’s receipt thereof, and shall thereafter deposit in the related
      Custodial Account, in no event more than two Business Days after the related
      Servicer’s receipt thereof, except as otherwise specifically provided herein,
      the following payments and collections remitted by Subservicers or received
      by
      it in respect of the Mortgage Loans subsequent to the Cut-off Date (other than
      in respect of principal and interest due on the related Mortgage Loans on or
      before the Cut-off Date) and the following amounts required to be deposited
      hereunder:

     

    (i)  all
      payments on account of principal, including Principal Prepayments and Subsequent
      Recoveries, on the related Mortgage Loans;

     

    (ii)  all
      payments on account of interest on the related Mortgage Loans net of the
      Servicing Fee permitted under Section 3.10;

     

    (iii)  all
      Liquidation Proceeds, Insurance Proceeds and condemnation proceeds with respect
      to the related Mortgage Loans, other than proceeds to be applied to the
      restoration or repair of the related Mortgaged Properties or released to the
      Mortgagor in accordance with the related Servicer’s normal servicing
      procedures;

     

    (iv)  any
      amount required to be deposited by the related Servicer pursuant to
      Section 3.26(c) in connection with any losses on Permitted
      Investments;

     

    (v)  any
      amounts required to be deposited by the related Servicer pursuant to
      Section 3.05;

     

    (vi)  any
      amounts paid by an Advance Financing Person in respect of Advances or Servicing
      Advances;

     

    (vii)  any
      Prepayment Charges collected by the related Servicer in connection with the
      Principal Prepayment of any of the related Mortgage Loans and any Servicer
      Prepayment Charge Payment Amounts;

     

    (viii)  the
      Purchase Price with respect to any related Mortgage Loans purchased by the
      Sponsor pursuant to Section 2.02 or 2.03, any amounts which are to be
      treated pursuant to Section 2.04 of this Agreement as the payment of such a
      Purchase Price and the Purchase Price with respect to any related Mortgage
      Loans
      purchased by the Sponsor pursuant to Section 3.24; and

     

    (ix)  any
      other
      amounts required to be deposited hereunder.

     

    The
      foregoing requirements for deposit by the related Servicer into the related
      Custodial Account shall be exclusive, it being understood and agreed that,
      without limiting the generality of the foregoing, payments in the nature of
      late
      payment charges or assumption fees, if collected, need not be deposited by
      the
      related Servicer. In the event that the related Servicer shall deposit any
      amount not required to be deposited and not otherwise subject to withdrawal
      pursuant to Section 3.27, it may at any time withdraw or direct the
      institution maintaining the related Custodial Account, to withdraw such amount
      from the related Custodial Account, any provision herein to the contrary
      notwithstanding. Such withdrawal or direction may be accomplished by delivering
      written notice thereof to the institution maintaining the related Custodial
      Account, that describes the amounts deposited in error in such Custodial
      Account. The related Servicer shall maintain adequate records with respect
      to
      all withdrawals made pursuant to this Section. All funds deposited in a
      Custodial Account shall be held in trust for the Certificateholders until
      withdrawn in accordance with Section 3.27.

     

    (c)  The
      institution that maintains any Custodial Account, or other authorized entity
      shall invest the funds in such Custodial Account, in the manner directed by
      the
      related Servicer, in Permitted Investments which shall mature not later than
      the
      next succeeding Remittance Date and shall not be sold or disposed of prior
      to
      its maturity. All such Permitted Investments shall be made in the name of the
      Trustee, for the benefit of the Certificateholders. All income and gain net
      of
      any losses realized from any such investment shall be for the benefit of the
      related Servicer as servicing compensation and shall be remitted to it monthly
      as provided herein. The amount of any losses incurred in a Custodial Account
      in
      respect of any such investments shall be deposited by the related Servicer
      into
      such Custodial Account immediately as realized, out of its own
      funds.

     

    (d)  The
      related Servicer shall give at least thirty (30) days’ advance notice to the
      Trustee, the Securities Administrator, the Master Servicer, the Sponsor, each
      Rating Agency and the Depositor of any proposed change of location of the
      related Custodial Account prior to any change thereof.

     

    Section
      3.27  Permitted
      Withdrawals From the Custodial Accounts.

     

    (a)  The
      related Servicer may from time to time make withdrawals from the related
      Custodial Account for the following purposes:

     

    (i)  to
      pay
      itself (to the extent not previously paid to or withheld by the related
      Servicer), as servicing compensation in accordance with Section 3.10, that
      portion of any payment of interest that equals the Servicing Fee for the period
      with respect to which such interest payment was made, and, as additional
      servicing compensation, those other amounts set forth in
      Section 3.10;

     

    (ii)  to
      reimburse the related Servicer or an Advance Financing Person for (A) any
      unreimbursed Advances to the extent of amounts received which represent late
      recoveries of payments of principal and/or interest (net of the related
      Servicing Fees), Liquidation Proceeds and Insurance Proceeds on the related
      Mortgage Loans with respect to which such Advances were made in accordance
      with
      the provisions of Section 5.01; and (B) any unreimbursed Advances with
      respect to the final liquidation of a related Mortgage Loan that are
      Nonrecoverable Advances, but only to the extent that late recoveries of payments
      of principal and/or interest, Liquidation Proceeds and Insurance Proceeds
      received with respect to such Mortgage Loan are insufficient to reimburse the
      related Servicer or an Advance Financing Person for such unreimbursed Advances
      or (C) subject to Section 3.27(b), any unreimbursed Advances to the extent
      of Amounts Held For Future Distribution funds held in the related Custodial
      Account relating to the Mortgage Loans that were not included in the Available
      Distribution Amount for the preceding Distribution Date;

     

    (iii)  to
      reimburse itself or an Advance Financing Person for any Nonrecoverable
      Advances;

     

    (iv)  to
      reimburse itself from Insurance Proceeds for Insured Expenses covered by the
      related Insurance Policy;

     

    (v)  to
      pay
      itself any unpaid Servicing Fees and to reimburse itself or any Advance
      Financing Person for any unreimbursed Servicing Advances, provided, however,
      that the related Servicer’s or such Advance Financing Person’s right to
      reimbursement for Servicing Advances pursuant to this subclause (v) with respect
      to any Mortgage Loan shall be limited to amounts received on particular Mortgage
      Loan(s) (including, for this purpose, late recoveries of payments of principal
      and/or interest, Liquidation Proceeds, Insurance Proceeds, condemnation proceeds
      and purchase and repurchase proceeds) that represent late recoveries of the
      payments for which such Servicing Advances were made;

     

    (vi)  to
      pay to
      the Sponsor or the Depositor with respect to each related Mortgage Loan or
      property acquired in respect thereof that has been purchased pursuant to
      Section 2.02, 2.03 or 3.24, all amounts received thereon and not taken into
      account in determining the related Stated Principal Balance of such repurchased
      Mortgage Loan;

     

    (vii)  to
      pay
      any expenses reimbursable pursuant to Section 7.04;

     

    (viii)  to
      withdraw any amount deposited in the related Custodial Account and not required
      to be deposited therein; and

     

    (ix)  to
      clear
      and terminate the related Custodial Account upon termination of this Agreement
      pursuant to Section 10.01 hereof.

     

    In
      addition, no later than noon Eastern time on the Remittance Date, the related
      Servicer shall withdraw from the related Custodial Account maintained by such
      Servicer and remit to the Securities Administrator (a) all amounts deposited
      in
      such Custodial Account as of the close of business on the last day of the
      related Due Period (net of charges against or withdrawals from such Custodial
      Account pursuant to this Section 3.27(a)), plus (b) all Advances, if any,
      which the related Servicer is obligated to make pursuant to Section 5.01,
      minus (c) any amounts attributable to Principal Prepayments, Liquidation
      Proceeds, Insurance Proceeds or condemnation proceeds received after the
      applicable Prepayment Period, which amounts shall be remitted on the following
      Remittance Date, together with any Compensating Interest required to be
      deposited in such Custodial Account in connection with such Principal Prepayment
      in accordance with Section 5.02, and minus (d) any amounts attributable to
      Scheduled Payments collected but due on a Due Date or Due Dates subsequent
      to
      the first day of the month in which such Remittance Date occurs, which amounts
      shall be remitted on the Remittance Date next succeeding the Due Date related
      to
      such Scheduled Payment.

     

    With
      respect to any remittance received by the Securities Administrator after the
      Business Day on which such payment was due, the Securities Administrator shall
      send written notice thereof to the related Servicer. The related Servicer shall
      pay to the Securities Administrator interest on any such late payment by such
      Servicer at an annual rate equal to Prime Rate (as defined in The Wall Street
      Journal) plus one percentage point, but in no event greater than the maximum
      amount permitted by applicable law. Such interest shall be paid by the related
      Servicer to the Securities Administrator on the date such late payment is made
      and shall cover the period commencing with the day following the Business Day
      on
      which such payment was due and ending with the Business Day on which such
      payment is made, both inclusive. The payment by the related Servicer of any
      such
      interest, or the failure of the Securities Administrator to notify the related
      Servicer of such interest, shall not be deemed an extension of time for payment
      or a waiver of any Servicer Default by the related Servicer.

     

    The
      related Servicer shall keep and maintain separate accounting, on a Mortgage
      Loan
      by Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      related Custodial Account pursuant to subclauses (i), (ii), (iv), (v) and (vi)
      above. Prior to making any withdrawal from the related Custodial Account
      pursuant to subclause (iii), the related Servicer shall deliver to the Master
      Servicer an Officer’s Certificate of an Authorized Servicer Representative
      indicating the amount of any previous Advance or Servicing Advance determined
      by
      such Servicer to be a Nonrecoverable Advance and identifying the related
      Mortgage Loan(s), and their respective portions of such Nonrecoverable
      Advance.

     

    (b)  Notwithstanding
      the foregoing, any Amounts Held For Future Distribution withdrawn by the related
      Servicer as permitted in Section 3.27(a)(ii) in reimbursement of Advances
      previously made by such Servicer shall be appropriately reflected in such
      Servicer’s records and replaced by such Servicer by deposit in the related
      Custodial Account, no later than the close of business on any future Remittance
      Date on which the funds on deposit in the related Custodial Account shall be
      less than the amount required to be remitted to the Trust Fund on such
      Remittance Date; provided, however that if the rating of such Servicer
      (including any Successor Servicer) is less than “BBB”, such Servicer shall be
      required to replace such funds by deposit to the Distribution Account, no later
      than the close of business on the Remittance Date immediately following the
      Due
      Period or Prepayment Period for which such amounts relate. The amount at any
      time credited to the related Custodial Account may be invested by such Servicer
      in Permitted Investments.

     

    Section
      3.28  Reports
      to Master Servicer.

     

    Not
      later
      than the tenth (10th) calendar day of each month (or if such tenth calendar
      day
      is not a Business Day, the immediately succeeding Business Day), the related
      Servicer shall furnish to the Master Servicer (i) (a) monthly loan data in
      a
      mutually agreed-upon format containing all of the information set forth in
      Exhibit X-1, (b) default loan data in the format set forth in Exhibit X-2
      hereto
      (or in such other format mutually agreed-upon between such Servicer and the
      Master Servicer) and (c) information regarding realized losses and gains in
      the
      format set forth in Exhibit X-3 hereto (or in such other format mutually agreed
      between such Servicer and the Master Servicer), in each case relating to the
      period ending on the last day of the preceding calendar month, (ii) all such
      information required pursuant to clause (i)(a) above on a magnetic tape,
      electronic mail, or other similar media reasonably acceptable to the Master
      Servicer and (iii) all supporting documentation with respect to the information
      required pursuant to clause (i)(c) above. Not later than two (2) business Days
      after the Determination Date of each calendar month, GMACM shall furnish to
      the
      Master Servicer a monthly report containing such information regarding Principal
      Prepayments of Mortgage Loans during the applicable Prepayment Period in a
      format as mutually agreed to between GMACM and the Master Servicer.

     

    Section
      3.29  Collection
      of Taxes; Assessments and Similar Items; Escrow Accounts.

     

    To
      the
      extent required by the Mortgage Note related to a Mortgage Loan, the related
      Servicer shall establish and maintain one or more accounts (each, an “Escrow
      Account”) and deposit, promptly upon receipt, and retain therein all collections
      from the Mortgagors (or advances by such Servicer) for the payment of taxes,
      assessments, hazard insurance premiums or comparable items for the account
      of
      the Mortgagors. Nothing herein shall require the related Servicer to compel
      a
      Mortgagor to establish an Escrow Account in violation of applicable
      law.

     

    Withdrawals
      of amounts so collected from the Escrow Accounts may be made only to effect
      timely payment of taxes, assessments, hazard insurance premiums, condominium
      or
      PUD association dues, or comparable items, to reimburse the related Servicer
      out
      of related collections for any payments made with respect to each Mortgage
      Loan
      pursuant to Section 3.01 (with respect to taxes and assessments and
      insurance premiums) and Section 3.05 (with respect to hazard insurance), to
      refund to any Mortgagors any sums as may be determined to be overages, to pay
      interest, if required by law or the terms of the related Mortgage or Mortgage
      Note, to such Mortgagors on balances in the Escrow Account, to remove amounts
      deposited in error or to clear and terminate the Escrow Account at the
      termination of this Agreement in accordance with Section 10.01 thereof. The
      Escrow Account shall not be a part of the Trust Fund.

     

    Section
      3.30  [Reserved].

     

    Section
      3.31  Distribution
      Account.

     

    (a)  The
      Securities Administrator shall establish and maintain in the name of the
      Trustee, for the benefit of the Certificateholders a Distribution Account as
      a
      segregated non-interest bearing trust account or accounts. The Securities
      Administrator will deposit in the Distribution Account as identified by the
      Securities Administrator and as received by the Securities Administrator, the
      following amounts:

     

    (i)  All
      payments and recoveries in respect of principal on the related Mortgage Loans,
      including, without limitation, Principal Prepayments, Subsequent Recoveries,
      Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and all payments
      and recoveries in respect of interest on the related Mortgage Loans withdrawn
      by
      the related Servicer from the related Custodial Account and remitted by the
      related Servicer to the Securities Administrator;

     

    (ii)  Any
      Advance and any Compensating Interest Payments;

     

    (iii)  Any
      Prepayment Charges collected by the related Servicer in connection with the
      Principal Prepayment of any of the related Mortgage Loans (including any
      Servicer Prepayment Charge Payment Amounts);

     

    (iv)  Any
      Insurance Proceeds or Liquidation Proceeds received by or on behalf of the
      Securities Administrator or which were not deposited in the related Custodial
      Account;

     

    (v)  The
      Purchase Price with respect to any related Mortgage Loans purchased by the
      Sponsor or Section 2.02 or 2.03, any amounts which are to be treated
      pursuant to Section 2.04 of this Agreement as the payment of such a
      Purchase Price, the Purchase Price with respect to any related Mortgage Loans
      purchased by the Depositor pursuant to Section 3.24, and all proceeds of
      any related Mortgage Loans or property acquired with respect thereto repurchased
      by the Master Servicer pursuant to Section 10.01;

     

    (vi)  Any
      amounts required to be deposited with respect to losses on investments of
      deposits in an Account; and

     

    (vii)  Any
      other
      amounts received by or on behalf of the Securities Administrator and required
      to
      be deposited in the Distribution Account pursuant to this
      Agreement.

     

    (b)  All
      amounts deposited to the Distribution Account shall be held by the Securities
      Administrator in the name of the Trustee in trust for the benefit of the
      Certificateholders in accordance with the terms and provisions of this
      Agreement. The requirements for crediting the Distribution Account shall be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, payments in the nature of late payment charges or assumption,
      tax service, statement account or payoff, substitution, satisfaction, release
      and other like fees and charges, need not be credited by the Securities
      Administrator to the Distribution Account.

     

    (c)  The
      amount at any time credited to the Distribution Account may be invested by
      the
      Securities Administrator in Permitted Investments that mature no later than
      the
      Business Day prior to the next succeeding Distribution Date as directed by
      the
      Master Servicer, unless the investment is managed by the Securities
      Administrator or an affiliate of the Securities Administrator, in which case
      such Permitted Investments may mature on the Distribution Date. All such
      investment income shall be for the benefit of the Master Servicer, and any
      losses incurred shall be deposited by the Master Servicer in the Distribution
      Account immediately as realized.

     

    Section
      3.32  Permitted
      Withdrawals and Transfers from the Distribution Account.

     

    (a)  The
      Securities Administrator will from time to time make or cause to be made such
      withdrawals or transfers from the Distribution Account pursuant to this
      Agreement for the following purposes:

     

    (i)  to
      pay to
      the Trustee any expenses recoverable by the Trustee pursuant to this
      Agreement.

     

    (ii)  to
      reimburse the related Servicer (or any successor thereto) for any Advance or
      Servicing Advance of its own funds, the right of the related Servicer (or any
      successor thereto) to reimbursement pursuant to this subclause (ii) being
      limited to amounts received on a particular Mortgage Loan (including, for this
      purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation Proceeds
      and condemnation proceeds) which represent late payments or recoveries of the
      principal of or interest on such Mortgage Loan respecting which such Advance
      or
      Servicing Advance was made;

     

    (iii)  to
      reimburse the Master Servicer or the related Servicer (or any successor thereto)
      from Insurance Proceeds or Liquidation Proceeds relating to a particular
      Mortgage Loan for amounts expended by the related Servicer (or any successor
      thereto) in good faith in connection with the restoration of the related
      Mortgaged Property which was damaged by an uninsured cause or in connection
      with
      the liquidation of such Mortgage Loan;

     

    (iv)  to
      reimburse the related Servicer (or any successor thereto) from Insurance
      Proceeds relating to a particular Mortgage Loan for insured expenses incurred
      with respect to such Mortgage Loan and to reimburse the related Servicer (or
      any
      successor thereto) from Liquidation Proceeds from a particular Mortgage Loan
      for
      Liquidation Expenses incurred with respect to such Mortgage Loan;

     

    (v)  to
      reimburse the related Servicer (or any successor thereto) for advances of funds
      pursuant to this Agreement, and the right to reimbursement pursuant to this
      subclause being limited to amounts received on the related Mortgage Loan
      (including, for this purpose, the Purchase Price therefor, Insurance Proceeds,
      Liquidation Proceeds and condemnation proceeds) which represent late recoveries
      of the payments for which such advances were made;

     

    (vi)  to
      reimburse the related Servicer (or any successor thereto) for any Advance or
      advance, after a Realized Loss has been allocated with respect to the related
      Mortgage Loan if the Advance or advance has not been reimbursed pursuant to
      clauses (ii) and (v);

     

    (vii)  [reserved];

     

    (viii)  to
      reimburse the Trustee or the Securities Administrator for expenses, costs and
      liabilities incurred by and reimbursable to it pursuant to this Agreement
      (including the expenses of the Securities Administrator in connection with
      a tax
      audit in connection with the performance of its obligations pursuant to
      Section 9.13);

     

    (ix)  to
      pay to
      the Trust Fund, as additional servicing compensation, any Excess Liquidation
      Proceeds to the extent not retained by the related Servicer;

     

    (x)  to
      reimburse or pay the related Servicer any such amounts as are due thereto under
      this Agreement or the Servicing Agreement and have not been retained by or
      paid
      to the related Servicer, to the extent provided herein or therein;

     

    (xi)  to
      reimburse the Trustee or the Master Servicer for expenses incurred in the
      transfer of servicing responsibilities of a terminated Servicer after the
      occurrence and continuance of a Servicer Default to the extent not paid by
      the
      terminated Servicer;

     

    (xii)  to
      reimburse the Master Servicer for any costs and expenses reimbursable to the
      Master Servicer pursuant to this Agreement;

     

    (xiii)  to
      reimburse the Custodian for expenses, costs and liabilities incurred or
      reimbursable to it pursuant to this Agreement or the Custodial
      Agreement;

     

    (xiv)  to
      remove
      amounts deposited in error; and

     

    (xv)  to
      clear
      and terminate the Distribution Account pursuant to
      Section 10.01.

     

    (b)  The
      Securities Administrator shall keep and maintain separate accounting, on a
      Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
      reimbursement from the Distribution Account pursuant to subclauses (ii) through
      (v), inclusive, and (vii) or with respect to any such amounts which would have
      been covered by such subclauses had the amounts not been retained by the
      Securities Administrator without being deposited in the Distribution Account
      under Section 3.31.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall distribute the Available
      Distribution Amount, to the extent of funds on deposit in the Distribution
      Account to the holders of the Certificates in accordance with
      Section 5.04.

     

    Section
      3.33  Credit
      Risk Management Services and Reports; Reliability of Data.

     

    (a)  The
      Depositor hereby appoints Wells Fargo Bank, National Association as Credit
      Risk
      Manager. The Credit Risk Manager shall perform certain services related to
      servicer review and oversight, monitoring and reporting of various Mortgage
      Loans and the Servicer’s performance, preparation of Mortgage Loan and REO
      Property payment, delinquency and loss information, reconciliation of Prepayment
      Charge collections by such Servicer and monitoring information related to
      insurance claims and foreclosures. If the Credit Risk Manager is not also acting
      as the Master Servicer, the related Service shall furnish to the Credit Risk
      Manager all reports required to be provided in Section 3.28 on the eighteenth
      (18th) calendar day of each month (or if such day is not a Business Day, the
      immediately following Business Day), which reports shall be provided in
      electronic format, and Wells Fargo shall furnish to the Credit Risk Manager
      all
      reports required to provided in Section 5.02 of the Servicing Agreement as
      provided therein. No later than the end of each calendar month, the Credit
      Risk
      Manager shall prepare and make available certain reports containing various
      performance, payment, delinquency and loss information and information related
      to insurance claims and foreclosures. Such reports shall be made available
      through the facilities of Wells Fargo’s corporate trust services website,
      currently located at www.CTSLink.com, and shall be in a format and contain
      such
      content as is mutually agreed upon by the Sponsor and the Credit Risk Manager.
      None of the Trustee, the Securities Administrator or the Master Servicer shall
      have any obligation to review such reports or otherwise monitor or supervise
      the
      activities of the Credit Risk Manager.

     

    (b)  The
      Transaction Parties acknowledge and agree that the reports that are compiled
      and
      prepared by the Credit Risk Manager are based on information provided to the
      Credit Risk Manager by the Servicer, the Master Servicer and from various
      unaffiliated third parties, including other Persons involved in the servicing
      and administration of the related Mortgage Loans or related REO Properties.
      The
      Credit Risk Manager makes no representation or warranty as to the accuracy
      or
      completeness of any such information or data, and the Credit Risk Manager shall
      not be responsible for any misstatements, omissions, errors, or inaccuracies
      in
      any such reports or information resulting from any misstatements, omissions,
      errors, or inaccuracies in any information or data provided by third
      parties.

     

    Section
      3.34  Intellectual
      Property and Confidentiality.

     

    The
      Transaction Parties acknowledge and agree that the Credit Risk Manager’s
      services hereunder involve the use of various data, information, templates,
      processes, ideas, inventions, technology, software, algorithms, mathematical
      models, analytical tools, evaluative processes, parameters, measurements,
      methods, know-how, techniques, business practices, functionalities, ideas and
      concepts developed or utilized by the Credit Risk Manager or its affiliates
      in
      connection with the Credit Risk Manager’s performance of the credit risk
      management services and various other services (collectively, “Wells Fargo
      Intellectual Property”), and that all such Wells Fargo Intellectual Property is
      the sole and exclusive property of the Credit Risk Manager and its affiliates
      and that no license for use of such Wells Fargo Intellectual Property is granted
      hereby or can be implied by the terms of this Agreement or the activities of
      the
      parties hereunder. The Transaction Parties covenant and agree to preserve the
      confidentiality of such Wells Fargo Intellectual Property, and further covenant
      and agree that neither the Transaction Parties nor any of their affiliates,
      directors, officers, employees, agents or representatives, including their
      outside counsel, auditors and advisors, respectively, shall use (or otherwise
      appropriate in any respect) any such Wells Fargo Intellectual Property or
      disclose, publicize, transfer, or otherwise compromise the value of any such
      Wells Fargo Intellectual Property.

     

    Section
      3.35  Limitation
      Upon Liability of Credit Risk Manager; Indemnification.

     

    Neither
      the Credit Risk Manager nor any of the directors, officers, employees, or agents
      of the Credit Risk Manager shall be under any liability to the Servicer, the
      Master Servicer, the Securities Administrator, the Trustee, the
      Certificateholders or the Depositor for any action taken or for refraining
      from
      the taking of any action in good faith pursuant to this Agreement in reliance
      upon information provided by the Servicer, the Master Servicer or any
      Transaction Party or of errors in judgment; provided, however, that this
      provision shall not protect the Credit Risk Manager against any breach of
      representations or warranties made herein, failure to perform its obligations
      hereunder, or any liability which would otherwise be imposed by reason of
      willful misfeasance, bad faith, or gross negligence of the Credit Risk Manager
      in the performance of duties hereunder or by reason of a breach of its
      obligations and duties under this Agreement. The Credit Risk Manager and any
      officer, employee or agent of the Credit Risk Manager may rely in good faith
      on
      any document of any kind prima facie properly executed and submitted by any
      Person respecting any matters arising hereunder. Subject to the terms of this
      Agreement, the Credit Risk Manager shall be under no obligation to appear in,
      prosecute, or defend any legal action which, in its opinion, may involve it
      in
      any expense or liability; provided, however, that the Credit Risk Manager may
      with the consent of the applicable Transaction Party, and at such Transaction
      Party’s expense, undertake any such action that it may deem necessary or
      desirable in respect to this Agreement and the rights, duties, and the interests
      of the parties hereto. 

     

    The
      Credit Risk Manager shall be indemnified by the Trust Fund and held harmless
      thereby against any loss, liability or expense (including reasonable legal
      fees
      and disbursements of counsel) incurred on its part that may be sustained in
      connection with, arising out of, or relating to this Agreement or any action
      taken or not taken by it under this Agreement unless such claims, liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements were imposed on, incurred by or asserted against
      the
      Credit Risk Manager or such other Person solely as a result of (i) the breach
      by
      the Credit Risk Manager of its obligations hereunder, which breach would subject
      the Credit Risk Manager to liability pursuant to the first paragraph of this
      Section or (ii) the breach by a Transaction Party of its obligations under
      this
      Agreement, in which case the related Transaction Party shall indemnify the
      Credit Risk Manager. Notwithstanding the foregoing, neither the Trust Fund
      nor
      the Transaction Parties shall indemnify the Credit Risk Manager for ordinary
      costs and expenses otherwise incurred by the Credit Risk Manager in the
      performance of the Credit Risk Manager’s duties under this Agreement. The
      foregoing indemnification shall survive the termination of this agreement or
      the
      termination, removal or substitution of any party to this Agreement.


     

    Section
      3.36  Resignation
      or Removal of Credit Risk Manager. 

     

    The
      Credit Risk Manager may resign upon thirty (30) days’ prior written notice to
      the Trustee. The Credit Risk Manager may be removed as Credit Risk Manager
      hereunder upon any material breach by the Credit Risk Manager in the performance
      of its duties hereunder following written notice of such breach provided by
      the
      Trustee at the direction of Certificateholders holding not less than a 66-2/3%
      of the Voting Rights and the Credit Risk Manager’s failure to cure such breach
      within a reasonable period following such notice.

     

     

     

    ARTICLE
      IV


    ADMINISTRATION
      AND MASTER SERVICING OF THE MORTGAGE LOANS

     

    Section
      4.01  The
      Master Servicer. 

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Servicers to service and administer the Mortgage Loans in accordance with the
      terms of this Agreement and the Servicing Agreement and shall have full power
      and authority to do any and all things which it may deem necessary or desirable
      in connection with such master servicing and administration. In performing
      its
      obligations hereunder, the Master Servicer shall act in a manner consistent
      with
      Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
      oversee and consult with the Servicers as necessary from time-to-time to carry
      out the Master Servicer’s obligations hereunder, shall receive, review and
      evaluate all reports, information and other data provided to the Master Servicer
      by the Servicers and shall cause each Servicer to perform and observe the
      covenants, obligations and conditions to be performed or observed by such
      Servicer under this Agreement or the Servicing Agreement, as applicable. The
      Master Servicer shall independently and separately monitor the servicing
      activities of the Servicers with respect to each Mortgage Loan, reconcile the
      results of such monitoring with such information provided in the previous
      sentence on a monthly basis and coordinate corrective adjustments to the
      Servicers and Master Servicer’s records, and based on such reconciled and
      corrected information, provide such information relating to the Mortgage Loans
      to the Securities Administrator as shall be necessary to enable it to prepare
      the statements specified in Section 5.07 and any other information and
      statements required to be provided by the Securities Administrator hereunder.
      The Master Servicer shall reconcile the results of its Mortgage Loan monitoring
      with the actual remittances of the Servicers to the Distribution
      Account.

     

    The
      Trustee shall furnish the Servicers and the Master Servicer with any limited
      powers of attorney and other documents in form acceptable to the Trustee
      necessary or appropriate to enable the Servicers and the Master Servicer to
      service or master service and administer the Mortgage Loans and REO Property.
      The Trustee shall have no responsibility for any action of the Master Servicer
      or a Servicer pursuant to any such limited power of attorney and shall be
      indemnified by the Master Servicer or the related Servicer for any cost,
      liability or expense arising from the misuse thereof by the Master Servicer
      or
      the related Servicer.

     

    The
      Trustee, the Custodian and the Securities Administrator shall provide access
      to
      the records and documentation in possession of the Trustee, the Custodian or
      the
      Securities Administrator regarding the Mortgage Loans and REO Property and
      the
      servicing thereof to the Certificateholders, the FDIC, and the supervisory
      agents and examiners of the FDIC, such access being afforded only upon
      reasonable prior written request and during normal business hours at the office
      of the Trustee, the Custodian or the Securities Administrator; provided,
      however, that, unless otherwise required by law, none of the Trustee, the
      Custodian or the Securities Administrator shall be required to provide access
      to
      such records and documentation if the provision thereof would violate the legal
      right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities
      Administrator shall allow representatives of the above entities to photocopy
      any
      of the records and documentation and shall provide equipment for that purpose
      at
      a charge that covers the Trustee’s, the Custodian’s or the Securities
      Administrator’s actual costs.

     

    The
      Trustee shall execute and deliver to the related Servicer or the Master Servicer
      upon request any court pleadings, requests for trustee’s sale or other documents
      necessary or desirable and, in each case, provided to the Trustee by the related
      Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with
      respect to a Mortgaged Property; (ii) any legal action brought to obtain
      judgment against any Mortgagor on the Mortgage Note or any other Loan Document;
      (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
      other rights or remedies provided by the Mortgage Note or any other Mortgage
      Loan Document or otherwise available at law or equity.

     

    Section
      4.02  Monitoring
      of Servicers.

     

    The
      Master Servicer shall be responsible for monitoring the compliance by the
      Servicers with their respective duties under this Agreement and the Servicing
      Agreement. In the review of each Servicer’s activities, the Master Servicer may
      rely upon an officer’s certificate of such Servicer with regard to such
      Servicer’s compliance with the terms of this Agreement or the Servicing
      Agreement, as applicable. In the event that the Master Servicer, in its
      judgment, determines that a Servicer should be terminated in accordance with
      this Agreement or the Servicing Agreement, as applicable, or that a notice
      should be sent pursuant to this Agreement or the Servicing Agreement, as
      applicable with respect to the occurrence of an event that, unless cured, would
      constitute grounds for such termination, the Master Servicer shall notify the
      Sponsor and the Trustee thereof and the Master Servicer (or, in the case of
      Wells Fargo, the Trustee) shall issue such notice or take such other action
      as
      it deems appropriate.

     

    The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of the Servicers under this Agreement and the
      Servicing Agreement, and the Master Servicer (or, if Wells Fargo is the
      defaulting Servicer, the Trustee) shall, in the event that a Servicer fails
      to
      perform its obligations in accordance with this Agreement or the Servicing
      Agreement, as applicable, subject to this Section, Article VIII and the
      Servicing Agreement, terminate the rights and obligations of such Servicer
      hereunder or under the Servicing Agreement, as applicable, in accordance with
      the provisions of Article VIII or the Servicing Agreement, as applicable. The
      Master Servicer (or, if Wells Fargo is the defaulting Servicer, the Trustee)
      shall act as servicer of the Mortgage Loans or enter in to a new servicing
      agreement with a successor servicer selected by the Master Servicer (or, if
      Wells Fargo is the defaulting Servicer, the Trustee); provided, however, it
      is
      understood and acknowledged by the parties hereto that there will be a period
      of
      transition (not to exceed 90 days) before the actual servicing functions can
      be
      fully transferred to the Master Servicer, the Trustee or such successor
      servicer. Such enforcement, including, without limitation, the legal prosecution
      of claims and the pursuit of other appropriate remedies, shall be in such form
      and carried out to such an extent and at such time as the Master Servicer or
      the
      Trustee, as applicable, in its good faith business judgment, would require
      were
      it the owner of the Mortgage Loans. The Master Servicer shall pay the costs
      of
      such enforcement at its own expense, provided that the Master Servicer shall
      not
      be required to prosecute or defend any legal action except to the extent that
      the Master Servicer shall have received indemnity reasonably acceptable to
      it
      for its costs and expenses in pursuing such action.

     

    To
      the
      extent that the costs and expenses related to the termination of a Servicer,
      appointment of a Successor Servicer or the transfer and assumption of servicing
      by the Master Servicer or the Trustee if Wells Fargo is the defaulting Servicer
      (including, without limitation, (i) all legal costs and expenses and all due
      diligence costs and expenses associated with an evaluation of the potential
      termination of defaulting Servicer as a result of an event of default by such
      Servicer and (ii) all costs and expenses associated with the complete transfer
      of servicing, including all servicing files and all servicing data and the
      completion, correction or manipulation of such servicing data as may be required
      by the Successor Servicer to correct any errors or insufficiencies in the
      servicing data or otherwise to enable the Successor Servicer to service the
      related Mortgage Loans in accordance with this Agreement or the Servicing
      Agreement, as applicable) are not fully and timely reimbursed by the terminated
      Servicer, the Master Servicer or the Trustee, as applicable shall be entitled
      to
      reimbursement of such costs and expenses from the Distribution
      Account.

     

    The
      Master Servicer shall require the Servicers to comply with the remittance
      requirements and other obligations set forth in this Agreement and the Servicing
      Agreement.

     

    If
      the
      Master Servicer or the Trustee acts as a Successor Servicer, it shall not assume
      liability for the representations and warranties of the terminated Servicer,
      if
      any, that it replaces.

     

    Section
      4.03  Fidelity
      Bond. 

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy that shall be in such form
      and
      amount generally acceptable for entities serving as master servicers or
      trustees, affording coverage with respect to all directors, officers, employees
      and other Persons acting on such Master Servicer’s behalf, and covering errors
      and omissions in the performance of the Master Servicer’s obligations hereunder.
      Any such errors and omissions policy and fidelity bond may not be cancelable
      without thirty (30) days’ prior written notice to the Trustee.

     

    Section
      4.04  Power
      to
      Act; Procedures. 

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Section 9.13 hereof, to do any and all things that it may deem necessary or
      desirable in connection with the master servicing and administration of the
      Mortgage Loans, including but not limited to the power and authority (i) to
      execute and deliver, on behalf of the Certificateholders and the Trustee,
      customary consents or waivers and other instruments and documents, (ii) to
      consent to transfers of any Mortgaged Property and assumptions of the Mortgage
      Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
      Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
      of
      the ownership of the Mortgaged Property securing any Loan, in each case, in
      accordance with the provisions of this Agreement; provided, however, that the
      Master Servicer shall not (and, consistent with its responsibilities under
      Section 4.02, shall not permit a Servicer to) knowingly or intentionally
      take any action, or fail to take (or fail to cause to be taken) any action
      reasonably within its control and the scope of duties more specifically set
      forth herein, that, under the REMIC Provisions, if taken or not taken, as the
      case may be, would cause any REMIC to fail to qualify as a REMIC or result
      in
      the imposition of a tax upon the Trust Fund (including but not limited to the
      tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
      and the tax on contributions to a REMIC set forth in Section 860G(d) of the
      Code) unless the Master Servicer has received an Opinion of Counsel (but not
      at
      the expense of the Master Servicer) to the effect that the contemplated action
      will not cause any REMIC to fail to qualify as a REMIC or result in the
      imposition of a tax upon any REMIC. The Trustee shall furnish the Master
      Servicer, upon written request from a Servicing Officer or an Authorized
      Servicer Representative, with any powers of attorney (in form acceptable to
      Trustee) empowering the Master Servicer, or the related Servicer to execute
      and
      deliver instruments of satisfaction or cancellation, or of partial or full
      release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
      Property, and to appeal, prosecute or defend in any court action relating to
      the
      Mortgage Loans or the Mortgaged Property, in accordance with this Agreement,
      and
      the Trustee shall execute and deliver such other documents, as the Master
      Servicer or the related Servicer may request, to enable the Master Servicer
      to
      master service and administer the Mortgage Loans and carry out its duties
      hereunder, in each case in accordance with Accepted Master Servicing Practices
      (and the Trustee shall have no liability for the misuse of any such powers
      of
      attorney by the Master Servicer or the related Servicer and shall be indemnified
      by the Master Servicer or the related Servicer, as applicable, for any costs,
      liabilities or expenses incurred by the Trustee in connection with such misuse).
      If the Master Servicer or the Trustee has been advised that it is likely that
      the laws of the state in which action is to be taken prohibit such action if
      taken in the name of the Trustee or that the Trustee would be adversely affected
      under the “doing business” or tax laws of such state if such action is taken in
      its name, the Master Servicer shall join with the Trustee in the appointment
      of
      a co-trustee pursuant to Section 9.10 hereof. In the performance of its
      duties hereunder, the Master Servicer shall be an independent contractor and
      shall not, except in those instances where it is taking action authorized
      pursuant to this Agreement to be taken by it in the name of the Trustee, be
      deemed to be the agent of the Trustee.

     

    Section
      4.05  Due-on-Sale
      Clauses; Assumption Agreements. 
      

     

    To
      the
      extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
      Servicer shall cause the Servicers to enforce such clauses in accordance with
      this Agreement and the Servicing Agreement. If applicable law prohibits the
      enforcement of a due-on-sale clause or such clause is otherwise not enforced
      in
      accordance with this Agreement, and, as a consequence, a Mortgage Loan is
      assumed, the original Mortgagor may be released from liability in accordance
      with this Agreement or the Servicing Agreement, as applicable.

     

    Section
      4.06  Documents,
      Records and Funds in Possession of Master Servicer To Be Held for
      Trustee.

     

    The
      Master Servicer shall transmit to the Trustee or Custodian such documents and
      instruments coming into the possession of the Master Servicer from time to
      time
      as are required by the terms hereof to be delivered to the Trustee or the
      Custodian. Any funds received by the Master Servicer in respect of any Mortgage
      Loan or which otherwise are collected by the Master Servicer as Liquidation
      Proceeds, Insurance Proceeds or Subsequent Recoveries in respect of any Mortgage
      Loan shall be held for the benefit of the Trustee and the Certificateholders
      subject to the Master Servicer’s right to retain or withdraw from the
      Distribution Account the Master Servicing Compensation and other amounts
      provided in this Agreement. The Master Servicer, to the extent required by
      Article III or the Servicing Agreement, as applicable, shall cause each Servicer
      to, provide access to information and documentation regarding the related
      Mortgage Loans to the Trustee, its agents and accountants at any time upon
      reasonable request and during normal business hours, and to Certificateholders
      that are savings and loan associations, banks or insurance companies, the OTS,
      the FDIC and the supervisory agents and examiners of such Office and Corporation
      or examiners of any other federal or state banking or insurance regulatory
      authority if so required by applicable regulations of the OTS or other
      regulatory authority, such access to be afforded without charge but only upon
      reasonable request in writing and during normal business hours at the offices
      of
      the Master Servicer designated by it. In fulfilling such a request the Master
      Servicer shall not be responsible for determining the sufficiency of such
      information.

     

    All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, in respect of any Mortgage Loans, whether from the collection
      of principal and interest payments or from Liquidation Proceeds or Insurance
      Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee
      and the Certificateholders and shall be and remain the sole and exclusive
      property of the Trustee; provided, however, that the Master Servicer and the
      related Servicer shall be entitled to setoff against, and deduct from, any
      such
      funds any amounts that are properly due and payable to the Master Servicer
      or
      the related Servicer under this Agreement or the Servicing Agreement, as
      applicable.

     

    Section
      4.07  Standard
      Hazard Insurance and Flood Insurance Policies.

     

    For
      each
      Mortgage Loan, the Master Servicer shall enforce any obligation of the related
      Servicer under this Agreement or the Servicing Agreement, as applicable to
      maintain or cause to be maintained standard fire and casualty insurance and,
      where applicable, flood insurance, all in accordance with the provisions of
      this
      Agreement or the Servicing Agreement, as applicable. It is understood and agreed
      that such insurance shall be with insurers meeting the eligibility requirements
      set forth in this Agreement or the Servicing Agreement, as applicable and that
      no earthquake or other additional insurance is to be required of any Mortgagor
      or to be maintained on property acquired in respect of a defaulted Mortgage
      Loan, other than pursuant to such applicable laws and regulations as shall
      at
      any time be in force and as shall require such additional
      insurance.

     

    Pursuant
      to Section 3.31, any amounts collected by the Master Servicer, under any
      insurance policies (other than amounts to be applied to the restoration or
      repair of the property subject to the related Mortgage or released to the
      Mortgagor in accordance with this Agreement or the Servicing Agreement, as
      applicable) shall be deposited into the Distribution Account, subject to
      withdrawal pursuant to Section 3.32.

     

    Section
      4.08  Presentment
      of Claims and Collection of Proceeds. 

     

    The
      Master Servicer shall enforce each Servicer’s obligations to prepare and present
      on behalf of the Trustee and the Certificateholders all claims under any
      insurance policies and take such actions (including the negotiation, settlement,
      compromise or enforcement of the insured’s claim) as shall be necessary to
      realize recovery under such policies. Any proceeds disbursed to the Master
      Servicer (or disbursed to the related Servicer and remitted to the Master
      Servicer) in respect of such policies, bonds or contracts shall be promptly
      deposited in the Distribution Account upon receipt, except that any amounts
      realized that are to be applied to the repair or restoration of the related
      Mortgaged Property as a condition precedent to the presentation of claims on
      the
      related Mortgage Loan to the insurer under any applicable insurance policy
      need
      not be so deposited (or remitted).

     

    Section
      4.09  Maintenance
      of the Primary Mortgage Insurance Policies.

     

    The
      Master Servicer shall not take, or (to the extent within its control) permit
      a
      Servicer (to the extent such action is prohibited under this Agreement or the
      Servicing Agreement, as applicable) to take, any action that would result in
      noncoverage under any primary mortgage insurance policy or any loss which,
      but
      for the actions of such Master Servicer or the related Servicer, would have
      been
      covered thereunder. The Master Servicer shall use its best reasonable efforts
      to
      cause the related Servicer to keep in force and effect (to the extent that
      the
      Mortgage Loan requires the Mortgagor to maintain such insurance), primary
      mortgage insurance applicable to each Mortgage Loan in accordance with the
      provisions of this Agreement or the Servicing Agreement, as applicable. The
      Master Servicer shall not, and (to the extent within its control) shall not
      permit the related Servicer to, cancel or refuse to renew any primary mortgage
      insurance policy that is in effect at the date of the initial issuance of the
      Mortgage Note and is required to be kept in force hereunder except in accordance
      with the provisions of this Agreement or the Servicing Agreement, as
      applicable.

     

    The
      Master Servicer agrees to cause the related Servicer to present, on behalf
      of
      the Trustee and the Certificateholders, claims to the insurer under any primary
      mortgage insurance policies and, in this regard, to take such reasonable action
      as shall be necessary to permit recovery under any primary mortgage insurance
      policies respecting defaulted Mortgage Loans. Pursuant to Section 3.31 of this
      Agreement or pursuant to the Servicing Agreement, as applicable, any amounts
      collected by the related Master Servicer or the related Servicer under any
      primary mortgage insurance policies shall be deposited by the related Servicer
      or by the Master Servicer in the Distribution Account, subject to withdrawal
      pursuant to Section 3.32.

     

    Section
      4.10  Trustee
      to Retain Possession of Certain Insurance Policies and Documents.

     

    The
      Trustee or the Custodian, shall retain possession and custody of the originals
      (to the extent available) of any primary mortgage insurance policies, or
      certificate of insurance if applicable, and any certificates of renewal as
      to
      the foregoing as may be issued from time to time as contemplated by this
      Agreement. Until all amounts distributable in respect of the Certificates have
      been distributed in full and the Master Servicer and the related Servicer
      otherwise have fulfilled its obligations under this Agreement or the Servicing
      Agreement, as applicable, the Trustee or the Custodian shall also retain
      possession and custody of each Mortgage File in accordance with and subject
      to
      the terms and conditions of this Agreement and the Custodial Agreement. The
      Master Servicer shall promptly deliver or cause to be delivered to the Trustee
      or the Custodian, upon the execution or receipt thereof the originals of any
      primary mortgage insurance policies, any certificates of renewal, and such
      other
      documents or instruments that constitute Mortgage Loan Documents that come
      into
      the possession of the Master Servicer from time to time.

     

    Section
      4.11  Realization
      Upon Defaulted Loans. 

     

    The
      Master Servicer shall cause each Servicer to foreclose upon, repossess or
      otherwise comparably convert the ownership of Mortgaged Properties securing
      such
      of the Mortgage Loans as come into and continue in default and as to which
      no
      satisfactory arrangements can be made for collection of delinquent payments,
      all
      in accordance with this Agreement or the Servicing Agreement, as
      applicable.

     

    Section
      4.12  Compensation
      for the Master Servicer.

     

    Subject
      to Section 4.14 of this Agreement, as compensation for its services hereunder,
      the Master Servicer shall be entitled to retain or withdraw from the
      Distribution Account out of each payment of interest on each mortgage Loan
      included in the Trust Fund an amount equal to the Master Servicing Fee and
      shall
      be entitled to receive all income and gain realized from any investment of
      funds
      in the Distribution Account (the “Master Servicing Compensation”). The Master
      Servicer shall be required to pay all expenses incurred by it in connection
      with
      its activities hereunder and shall not be entitled to reimbursement therefor
      except as provided in this Agreement.

     

    The
      amount of the Master Servicing Fee payable to the Master Servicer in respect
      of
      any Distribution Date shall be reduced in accordance with
      Section 4.14.

     

    Section
      4.13  REO
      Property.

     

    In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
      or to its nominee, on behalf of the Certificateholders. The Master Servicer
      shall cause the related Servicer to sell, and the related Servicer agrees to
      sell, any REO Property as expeditiously as possible and in accordance with
      the
      provisions of this Agreement or the Servicing Agreement, as applicable. Further,
      the Master Servicer shall cause each Servicer to sell any REO Property prior
      to
      three years after the end of the calendar year of its acquisition by REMIC
      I,
      unless (i) the Trustee and the Securities Administrator shall have been supplied
      with an Opinion of Counsel to the effect that the holding by the Trust Fund
      of
      such REO Property subsequent to such three-year period will not result in the
      imposition of taxes on “prohibited transactions” of any REMIC hereunder as
      defined in Section 860F of the Code or cause any REMIC hereunder to fail to
      qualify as a REMIC at any time that any Certificates are outstanding, in which
      case the Trust Fund may continue to hold such Mortgaged Property (subject to
      any
      conditions contained in such Opinion of Counsel) or (ii) the related Servicer
      shall have applied for, prior to the expiration of such three-year period,
      an
      extension of such three-year period in the manner contemplated by
      Section 856(e)(3) of the Code, in which case the three-year period shall be
      extended by the applicable extension period. The Master Servicer shall cause
      each Servicer to protect and conserve, such REO Property in the manner and
      to
      the extent required by this Agreement, in accordance with the REMIC Provisions
      and in a manner that does not result in a tax on “net income from foreclosure
      property” or cause such REO Property to fail to qualify as “foreclosure
      property” within the meaning of Section 860G(a)(8) of the
      Code.

     

    The
      Master Servicer shall cause each Servicer to deposit all funds collected and
      received in connection with the operation of any REO Property in the related
      Custodial Account.

     

    The
      Master Servicer and the related Servicer upon the final disposition of any
      REO
      Property, shall be entitled to reimbursement for any related unreimbursed
      Advances and other unreimbursed advances as well as any unpaid Servicing Fees
      from Liquidation Proceeds received in connection with the final disposition
      of
      such REO Property; provided, that any such unreimbursed Advances may be
      reimbursed or paid, as the case may be, prior to final disposition, out of
      any
      net rental income or other net amounts derived from such REO
      Property.

     

    Section
      4.14  Obligation
      of the Master Servicer in Respect of Prepayment Interest
      Shortfalls.

     

    The
      Master Servicer shall deposit in the Distribution Account not later than each
      Distribution Date an amount equal to the lesser of (i) the aggregate amounts
      required to be paid by the related Servicer under this Agreement or the
      Servicing Agreement, as applicable with respect to Prepayment Interest
      Shortfalls on the Mortgage Loans serviced by such Servicer for the related
      Distribution Date, and not so paid by such Servicer and (ii) the Master
      Servicing Fee (exclusive of the portion of such fee payable to the Credit Risk
      Manager) for such Distribution Date without reimbursement therefor.

     

    


     

    ARTICLE
      V


    ADVANCES
      AND DISTRIBUTIONS

     

    Section
      5.01  Advances.

     

    (a)  Each
      Servicer shall make an Advance with respect to any Mortgage Loan serviced by
      such Servicer and deposit such Advance in the Distribution Account, (1) with
      respect to GMACM, no later than noon Eastern time on the Remittance Date, and
      (2) with respect to Wells Fargo (except in the case of a successor servicer
      to
      Wells Fargo), on the Remittance Date, in immediately available funds. A Servicer
      shall be obligated to make any such Advance only to the extent that such advance
      would not be a Nonrecoverable Advance. If a Servicer shall have determined
      that
      it has made a Nonrecoverable Advance or that a proposed Advance or a lesser
      portion of such Advance would constitute a Nonrecoverable Advance, such Servicer
      shall deliver (i) to the Securities Administrator for the benefit of the
      Certificateholders funds constituting the remaining portion of such Advance,
      if
      applicable, and (ii) to the Depositor, each Rating Agency and the Master
      Servicer an Officer’s Certificate setting forth the basis for such
      determination.

     

    In
      lieu
      of making all or a portion of such Advance from its own funds, a Servicer may
      (i) cause to be made an appropriate entry in its records relating to the related
      Custodial Account that any Amounts Held for Future Distribution has been used
      by
      the related Servicer in discharge of its obligation to make any such Advance
      and
      (ii) transfer such funds from the related Custodial Account to the Distribution
      Account. Any funds so applied and transferred shall be replaced by the related
      Servicer by deposit in the Distribution Account, no later than the close of
      business on any future Remittance Date on which the funds on deposit in the
      related Custodial Account shall be less than the amount required to be remitted
      to the Securities Administrator on such Remittance Date; provided, however
      that
      if the rating of the related Servicer (including any Successor Servicer) is
      less
      than “BBB”, the related Servicer shall be required to replace such funds by
      deposit to the Distribution Account, no later than the close of business on
      the
      Remittance Date immediately following the Due Period or Prepayment Period for
      which such amounts relate.

     

    Each
      Servicer shall be entitled to be reimbursed from the related Custodial Account
      for all Advances of its own funds made pursuant to this Section as provided
      in Section 3.27 or pursuant to the Servicing Agreement, as applicable. The
      obligation to make Advances with respect to any Mortgage Loan shall continue
      until such Mortgage Loan is paid in full or the related Mortgaged Property
      or
      related REO Property has been liquidated or until the purchase or repurchase
      thereof (or substitution therefor) from the Trust Fund pursuant to any
      applicable provision of this Agreement, except as otherwise provided in this
      Section 5.01.

     

    Subject
      to and in accordance with the provisions of Article VIII hereof, in the event
      that a Servicer fails to make such Advance, then the Master Servicer, as
      successor to such Servicer or, if Wells Fargo is the defaulting Servicer, the
      Trustee, as successor to such Servicer, shall be obligated to make such Advance
      only to the extent such Advance, if made, would not constitute a Nonrecoverable
      Advance, subject to the provisions of Sections 5.01 and 8.02.

     

    (b)  (i)
      GMACM
      is hereby authorized to enter into a financing or other facility (any such
      arrangement, an “Advance Facility”), the documentation for which complies with
      Section 5.01(b)(v) below, under which (1) GMACM assigns or pledges its
      rights under this Agreement to be reimbursed for any or all Advances and/or
      Servicing Advances to (i) a Person, which may be a special-purpose
      bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously
      assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in
      the case of any Person or SPV of the type described in either of the preceding
      clauses (i) or (ii), may directly or through other assignees and/or pledgees,
      assign or pledge such rights to a Person, which may include a trustee acting
      on
      behalf of holders of debt instruments (any such Person or any such Lender,
      an
“Advance Financing Person”), and/or (2) an Advance Financing Person agrees to
      fund all the Advances and/or Servicing Advances required to be made by GMACM
      pursuant to this Agreement. No consent of the Trustee, the Securities
      Administrator, the Master Servicer, the Certificateholders or any other party
      shall be required before GMACM may enter into an Advance Facility nor shall
      the
      Trustee, the Securities Administrator, the Master Servicer or the
      Certificateholders be a third party beneficiary of any obligation of an Advance
      Financing Person to GMACM. Notwithstanding the existence of any Advance Facility
      under which an Advance Financing Person agrees to fund Advances and/or Servicing
      Advances, (A) GMACM (i) shall remain obligated pursuant to this Agreement to
      make Advances and/or Servicing Advances pursuant to and as required by this
      Agreement and (ii) shall not be relieved of such obligations by virtue of such
      Advance Facility and (B) neither the Advance Financing Person nor any GMACM
      Assignee (as hereinafter defined) shall have any right to proceed against or
      otherwise contact any Mortgagor for the purpose of collecting any payment that
      may be due with respect to any related Mortgage Loan or enforcing any covenant
      of such Mortgagor under the related Mortgage Loan documents. 

     

    (ii)  If
      GMACM
      enters into an Advance Facility GMACM and the related Advance Financing Person
      shall deliver to the Master Servicer and the Securities Administrator at the
      address set forth in Section 11.05 hereof no later than the Remittance Date
      immediately following the effective date of such Advance Facility a written
      notice (an “Advance Facility Notice”), stating (a) the identity of the Advance
      Financing Person and (b) the identity of the Person ( “GMACM’s Assignee”) that
      will, subject to Section 5.01(b)(iii) hereof, have the right to make
      withdrawals from the Custodial Account pursuant to Section 3.27 hereof to
      reimburse previously unreimbursed Advances and/or Servicing Advances (“Advance
      Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely
      of amounts in respect of Advances and/or Servicing Advances for which GMACM
      would be permitted to reimburse itself in accordance with Section 3.27
      hereof, assuming GMACM had made the related Advance(s) and/or Servicing
      Advance(s) and (ii) shall not consist of amounts payable to a successor Servicer
      in accordance with Section 3.27 hereof to the extent permitted under
      Section 5.01(b)(v) below.

     

    (iii)  Notwithstanding
      the existence of an Advance Facility, GMACM, on behalf of the Advance Financing
      Person and the GMACM’s Assignee, shall be entitled to receive reimbursements of
      Advances and/or Servicing Advances in accordance with Section 3.27 hereof,
      which entitlement may be terminated by the Advance Financing Person pursuant
      to
      a written notice to the Master Servicer and the Securities Administrator in
      the
      manner set forth in Section 11.05 hereof. Upon receipt of such written
      notice, GMACM shall no longer be entitled to receive reimbursement for any
      Advance Reimbursement Amounts and GMACM’s Assignee shall immediately have the
      right to receive from the related Custodial Account all Advance Reimbursement
      Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i)
      GMACM and/or the GMACM’s Assignee shall only be entitled to reimbursement of
      Advance Reimbursement Amounts hereunder from withdrawals from the related
      Custodial Account pursuant to Section 3.27 of this Agreement and shall not
      otherwise be entitled to make withdrawals or receive amounts that shall be
      deposited in the Distribution Account pursuant to Section 3.31 hereof, and
      (ii) none of the Trustee or the Certificateholders shall have any right to,
      or
      otherwise be entitled to, receive any Advance Reimbursement Amounts to which
      GMACM or the GMACM’s Assignee, as applicable, shall be entitled pursuant to
      Section 3.27 hereof. An Advance Facility may be terminated by the joint
      written direction of GMACM and the related Advance Financing Person. Written
      notice of such termination shall be delivered to the Trustee in the manner
      set
      forth in Section 11.05 hereof. None of the Depositor, Master Servicer, the
      Securities Administrator or the Trustee shall, as a result of the existence
      of
      any Advance Facility, have any additional duty or liability with respect to
      the
      calculation or payment of any Advance Reimbursement Amount, nor, as a result
      of
      the existence of any Advance Facility, shall the Depositor, Master Servicer,
      the
      Securities Administrator or the Trustee have any additional responsibility
      to
      track or monitor the administration of the Advance Facility or the payment
      of
      Advance Reimbursement Amounts to the GMACM’s Assignee. GMACM shall indemnify the
      Master Servicer, the Securities Administrator, Depositor, the Trustee, any
      successor Servicer and the Trust Fund for any claim, loss, liability or damage
      resulting from any claim by the related Advancing Financing Person, except
      to
      the extent that such claim, loss, liability or damage resulted from or arose
      out
      of gross negligence, recklessness or willful misconduct on the part of the
      Master Servicer, the Securities Administrator, Depositor, the Trustee or any
      successor Servicer, as the case may be. GMACM shall maintain and provide to
      any
      successor Servicer and, upon request, the Trustee a detailed accounting on
      a
      loan-by-loan basis as to amounts advanced by, pledged or assigned to, and
      reimbursed to any Advancing Financing Person. The successor Servicer shall
      be
      entitled to rely on any such information provided by GMACM, and the successor
      Servicer shall not be liable for any errors in such information.

     

    (iv)  An
      Advance Financing Person who receives an assignment or pledge of rights to
      receive Advance Reimbursement Amounts and/or whose obligations are limited
      to
      the funding of Advances and/or Servicing Advances pursuant to an Advance
      Facility shall not be required to meet the criteria for qualification as
      GMACM.

     

    (v)  As
      between GMACM and its Advance Financing Person, on the one hand, and a successor
      Servicer and its Advance Financing Person, if any, on the other hand, Advance
      Reimbursement Amounts on a loan-by-loan basis with respect to each Mortgage
      Loan
      as to which an Advance and/or Servicing Advance shall have been made and be
      outstanding shall be allocated on a “first-in, first out” basis. In the event
      the GMACM’s Assignee shall have received some or all of an Advance Reimbursement
      Amount related to Advances and/or Servicing Advances that were made by a Person
      other than GMACM or its related Advance Financing Person in error, then the
      GMACM’s Assignee shall be required to remit any portion of such Advance
      Reimbursement Amount to each Person entitled to such portion of such Advance
      Reimbursement Amount. Without limiting the generality of the foregoing, GMACM
      shall remain entitled to be reimbursed by the Advance Financing Person for
      all
      Advances and/or Servicing Advances funded by GMACM to the extent the related
      Advance Reimbursement Amounts have not been assigned or pledged to such Advance
      Financing Person or the GMACM’s Assignee.

     

    (vi)  For
      purposes of any Officer’s Certificate of GMACM delivered pursuant to
      Section 5.01(a), any Nonrecoverable Advance referred to therein may have
      been made by GMACM. In making its determination that any Advance or Servicing
      Advance theretofore made has become a Nonrecoverable Advance, GMACM shall apply
      the same criteria in making such determination regardless of whether such
      Advance or Servicing Advance shall have been made by GMACM.

     

    (vii)  Any
      amendment to this Section 5.01(b) or to any other provision of this
      Agreement that may be necessary or appropriate to effect the terms of an Advance
      Facility as described generally in this Section 5.01(b), including
      amendments to add provisions relating to a successor Servicer, may be entered
      into by the Master Servicer, the Securities Administrator, the Trustee, the
      Depositor GMACM without the consent of any Certificateholder, provided such
      amendment complies with Section 11.01 hereof. All reasonable costs and
      expenses (including attorneys’ fees) of each party hereto of any such amendment
      shall be borne solely by GMACM. The parties hereto hereby acknowledge and agree
      that: (a) the Advances and/or Servicing Advances financed by and/or pledged
      to
      an Advance Financing Person under any Advance Facility are obligations owed
      to
      GMACM payable only from the cash flows and proceeds received under this
      Agreement for reimbursement of Advances and/or Servicing Advances only to the
      extent provided herein, and none of the Master Servicer, the Securities
      Administrator, the Trustee or the Trust Fund are, as a result of the existence
      of any Advance Facility, obligated or liable to repay any Advances and/or
      Servicing Advances financed by the Advance Financing Person; (b) GMACM will
      be
      responsible for remitting to the Advance Financing Person the applicable amounts
      collected by it as reimbursement for Advances and/or Servicing Advances funded
      by the Advance Financing Person, subject to the provisions of this Agreement;
      and (c) none of the Master Servicer, the Securities Administrator or the Trustee
      shall have any responsibility to track or monitor the administration of the
      financing arrangement between GMACM and any Advance Financing
      Person.

     

    Section
      5.02  Compensating
      Interest Payments.

     

    In
      the
      event that there is a Prepayment Interest Shortfall arising from a voluntary
      Principal Prepayment in part or in full by the Mortgagor with respect to any
      Mortgage Loan, the related Servicer shall, to the extent of one-half of the
      Servicing Fee with respect to GMACM or to the extent of the Servicing Fee with
      respect to Wells Fargo (as set forth in the Servicing Agreement) for such
      Distribution Date, deposit into the related Custodial Account, as a reduction
      of
      and to the extent of, one-half of the Servicing Fee with respect to GMACM or
      to
      the extent of the Servicing Fee with respect to Wells Fargo for such
      Distribution Date, no later than the close of business on the Remittance Date
      immediately preceding such Distribution Date, an amount equal to the Prepayment
      Interest Shortfall; and in case of such deposit, the related Servicer shall
      not
      be entitled to any recovery or reimbursement from the Depositor, the Trustee,
      the Sponsor, the Trust Fund, the Master Servicer or the
      Certificateholders.

     

    Section
      5.03  REMIC
      Distributions.

     

    On
      each
      Distribution Date the Securities Administrator, shall be deemed to allocate
      distributions to the REMIC I Regular Interests in accordance with
      Section 5.08 hereof.

     

    Section
      5.04  Distributions.

     

    (a)  On
      each
      Distribution Date, the Available Distribution Amount for such Distribution
      Date
      shall be withdrawn by the Securities Administrator to the extent of funds on
      deposit in the Distribution Account, in the following order of
      priority:

     

    First,
      in the
      following order of priority:

     

    
      	 	
              1.

            	
              commencing
                on the Distribution Date in October 2007, to the Supplemental Interest
                Trust from the Interest Remittance Amount, any Net Swap Payment and
                any
                Swap Termination Payment owed to the Swap Provider (unless the Swap
                Provider is a Defaulting Party or the sole Affected Party (as defined
                in
                the ISDA Master Agreement) and to the extent not paid by the Securities
                Administrator from any upfront payment received pursuant to any
                replacement interest rate swap agreement that may be entered into
                by the
                Supplemental Interest Trust
                Trustee);

            


    

     

    
      	 	
              2.

            	
              from
                the Interest Remittance Amount remaining after distribution to the
                Supplemental Interest Trust pursuant to clause (1) above, to the
                Holders
                of the Senior Certificates on a pro rata basis based on the entitlement
                of
                each such Class, the related Senior Interest Distribution Amount
                for each
                such Class and such Distribution
                Date;

            


    

     

    
      	 	
              3.

            	
              to
                the extent of the Interest Remittance Amount remaining after distribution
                to the Supplemental Interest Trust pursuant to clause (1) above and
                to the
                Senior Certificates pursuant to clause (2) above, to the Holders
                of the
                Class M-1 Certificates, the Interest Distribution Amount for such
                Class
                for such Distribution Date;

            


    

     

    
      	 	
              4.

            	
              to
                the extent of the Interest Remittance Amount remaining after distribution
                to the Supplemental Interest Trust pursuant to clause (1) above,
                to the
                Senior Certificates pursuant to clause (2) above and to the Class
                M-1
                Certificates pursuant to clause (3) above, to the Holders of the
                Class M-2
                Certificates, the Interest Distribution Amount for such Class for
                such
                Distribution Date; and

            


    

     

    
      	 	
              5.

            	
              to
                the extent of the Interest Remittance Amount remaining after distribution
                to the Supplemental Interest Trust pursuant to clause (1) above,
                to the
                Senior Certificates pursuant to clause (2) above, to the Class M-1
                Certificates pursuant to clause (3) above and to the Class M-2
                Certificates pursuant to clause (4) above, to the Holders of the
                Class M-3
                Certificates, the Interest Distribution Amount for such Class for
                such
                Distribution Date.

            


    

     

    Second,
      to pay
      principal on the Certificates, to the extent of the Principal Distribution
      Amount for each Distribution Date, in the following amount and order of
      priority:

     

    (1) commencing
      on the Distribution Date in October 2007, to the Supplemental Interest Trust,
      any Net Swap Payment and any Swap Termination Payment owed to the Swap Provider
      (unless the Swap Provider is a Defaulting Party or the sole Affected Party
      (as
      defined in the ISDA Master Agreement and to the extent not paid by the
      securities administrator from any upfront payment received pursuant to any
      replacement interest rate swap agreement that may be entered into by the
      Supplemental Interest Trust Trustee)) remaining unpaid after the distribution
      of
      the Interest Remittance Amount on such Distribution Date;

     

    (2) from
      the
      Principal Distribution Amount remaining after distributions pursuant to clause
      (1) above, the Senior Principal Distribution Amount for such Distribution Date,
      sequentially, to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates,
      in that order, until the Certificate Principal Balance of each such Class has
      been reduced to zero.

     

    (3) to
      the
      Class M-1 Certificates, in an amount equal to the Class M-1 Principal
      Distribution Amount for such Distribution Date, until the Certificate Principal
      Balance thereof has been reduced to zero.

     

    (4) to
      the
      Class M-2 Certificates, in an amount equal to the Class M-2 Principal
      Distribution Amount for such Distribution Date, until the Certificate Principal
      Balance thereof has been reduced to zero.

     

    (5) to
      the
      Class M-3 Certificates, in an amount equal to the Class M-3 Principal
      Distribution Amount for such Distribution Date, until the Certificate Principal
      Balance thereof has been reduced to zero.

     

    Notwithstanding
      the foregoing, on any Distribution Date after the Certificate Principal Balances
      of the Mezzanine Certificates have been reduced to zero, the Senior Principal
      Distribution Amount for that Distribution Date will be allocated among the
      Senior Certificates concurrently and on a pro rata basis, based on the
      Certificate Principal Balance of each such
      Class.

     

    Third,
      after
      the payment of interest and principal to the Certificates as described in
      clauses First
      and
      Second
      above,
      any Net Monthly Excess Cashflow for such Distribution Date will be distributed
      as follows:

     

    (1) to
      the
      Holders of the Class M-1, Class M-2 and Class M-3 Certificates, in that order,
      an amount equal to the Allocated Realized Loss Amount allocable to each such
      Class;

     

    (2) to
      the
      Holders of the Class M-1, Class M-2 and Class M-3 Certificates, in that order,
      the related Interest Carry Forward Amount allocable to each such Class on such
      Distribution Date;

     

    (3) to
      the
      Holders of the Offered Certificates in an amount equal to the
      Overcollateralization Increase Amount for such Distribution Date, payable to
      such Holders as part of the Principal Distribution Amount;

     

    (4) to
      the
      Net WAC Rate Reserve Fund, an amount equal to (i) with respect to the Publicly
      Offered Certificates other than the Class A-4 Certificates, the sum of the
      Net
      WAC Rate Carryover Amounts, if any, with respect to those Certificates and
      (ii)
      with respect to the Class A-4 Certificates, the amount by which the sum of
      the
      related Net WAC Rate Carryover Amount exceeds the amount received by the
      Securities Administrator with respect to the Interest Rate Swap Agreement and
      the Cap Agreement in respect of Net WAC Rate Carryover Amounts since the prior
      Distribution Date;

     

    (5) to
      the
      Supplemental Interest Trust and then from the Supplemental Interest Trust to
      the
      Swap Provider, any Swap Termination Payment owed to the Swap Provider in the
      event of a Swap Provider Trigger Event and the Swap Provider is a Defaulting
      Party or the sole Affected Party (as defined in the ISDA Master Agreement)
      not
      paid on prior Distribution Dates and to the extent not paid by the Securities
      Administrator from any upfront payment received pursuant to any replacement
      interest rate swap agreement that may be entered into by the Supplemental
      Interest Trust Trustee;

     

    (6) to
      the
      Holders of the Class X Certificates the Class X Distribution Amount;
      and

     

    (7) to
      the
      Holders of the Class R Certificates, any remaining amounts.

     

    Notwithstanding
      the foregoing, distributions pursuant to paragraphs (1) through (4) above on
      any
      Distribution Date will be made after giving effect to payments under the Swap
      Agreement pursuant to Section 5.04(d) and from amounts received under the Cap
      Contract.

     

    On
      each
      Distribution Date, the Securities Administrator, after making the required
      distributions of interest and principal to the Certificates as described in
      clauses First
      and
      Second
      above
      and
      after the distribution of the Net Monthly Excess Cashflow as described in clause
      Third
      above,
      will withdraw from the Net WAC Reserve Fund the amounts on deposit therein
      and
      distribute such amounts to the Senior Certificates and the Mezzanine
      Certificates in respect of any Net WAC Rate Carryover Amounts due to each such
      Class in the following manner and order of priority: first, concurrently to
      the
      Senior Certificates, on a pro rata basis, based on the entitlement of each
      such
      Class, the related Net WAC Rate Carryover Amount (after taking into account
      payments made pursuant to the Swap Agreement and the Cap Contract with respect
      to the Class A-4 Certificates) for such Distribution Date for each such Class;
      second, to the Class M-1 Certificates, the related Net WAC Rate Carryover Amount
      for such Distribution Date for such Class; third, to the Class M-2 Certificates,
      the related Net WAC Rate Carryover Amount for such Distribution Date for such
      Class; and fourth, to the Class M-3 Certificates, the related Net WAC Rate
      Carryover Amount for such Distribution Date for such Class.

     

    On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans received during the related Prepayment Period and deposited
      in
      the Distribution Account will be withdrawn from such Distribution Account and
      distributed by the Securities Administrator to the Class P Certificates and
      shall not be available for distribution to the Holders of any other Class of
      Certificates. The payment of such Prepayment Charges shall not reduce the
      Certificate Principal Balance of the Class P Certificates.

     

    On
      the
      Distribution Date in November 2011, the Securities Administrator shall make
      a
      payment of principal to the Class P Certificates in reduction of the Certificate
      Principal Balance thereof from amounts on deposit in a separate reserve account
      established and maintained by the Securities Administrator for the exclusive
      benefit of the Class P Certificateholders.

     

    (b)  Subject
      to Section 10.02 hereof respecting the final distribution on a Class of
      Publicly Offered Certificates, on each Distribution Date the Securities
      Administrator shall make distributions to each Holder of a Publicly Offered
      Certificate of record on the preceding Record Date either by wire transfer
      in
      immediately available funds to the account of such holder at a bank or other
      entity having appropriate facilities therefor, if (i) such Holder has so
      notified the Securities Administrator at least five (5) Business Days prior
      to
      the related Record Date and (ii) such Holder shall hold Regular Certificates
      with aggregate principal denominations of not less than $1,000,000 or evidencing
      a Percentage Interest aggregating ten percent (10%) or more with respect to
      such
      Class or, if not, by check mailed by First Class Mail to such Certificateholder
      at the address of such holder appearing in the Certificate Register.
      Notwithstanding the foregoing, but subject to Section 10.02 hereof
      respecting the final distribution, distributions with respect to Publicly
      Offered Certificates registered in the name of a Depository shall be made to
      such Depository in immediately available funds.

     

    (c)  Net
      Swap
      Payments and Swap Termination Payments (other than Swap Termination Payments
      resulting from a Swap Provider Trigger Event) payable by the Supplemental
      Interest Trust to the Swap Provider pursuant to the Swap Agreement shall be
      deducted from Interest Remittance Amount, and to the extent of any such
      remaining amounts due, from Principal Remittance Amount, prior to any
      distributions to the Holders of the Certificates. On each Distribution Date,
      such amounts will be remitted to the Supplemental Interest Trust, first to
      make
      any Net Swap Trust Payment owed to the Swap Provider pursuant to the Swap
      Agreement for such Distribution Date, and second to make any Swap Termination
      Payment (not due to a Swap Provider Trigger Event) owed to the Swap Provider
      pursuant to the Swap Agreement for such Distribution Date. Any Swap Termination
      Payment due as a result of the occurrence of a Swap Provider Trigger Event
      owed
      to the Swap Provider pursuant to the Swap Agreement will be subordinated to
      distributions to the Holders of the Senior Certificates and Mezzanine
      Certificates and shall be paid as set forth in paragraph (5) of clause
Third
      under
      Section 5.04(a)

     

    (d)  On
      each
      Distribution Date, the Securities Administrator shall distribute from the
      amounts received from the Swap Provider in respect of any Net Swap Trust Payment
      then on deposit in the Supplemental Interest Trust in the following order of
      priority:

     

    (1) to
      the
      Holders of the Class or Classes of Senior Certificates and Mezzanine
      Certificates then entitled to receive distributions in respect of principal,
      in
      an amount necessary to maintain or restore (but in no event to build) the
      Required Overcollateralization Amount prior to the distribution of Net Monthly
      Excess Cashflow pursuant to paragraph (3) of clause Third
      of
      Section 5.04(a);

     

    (2) to
      the
      Senior Certificates, the Senior Interest Distribution Amount for such
      Distribution Date and any Senior Interest Distribution Amount remaining unpaid
      after giving effect to distributions of such amounts as described in
clause
      First
      of
      Section 5.04(a).

     

    (3) to
      the
      Class M-1, Class M-2 and Class M-3 Certificates, in that order, the Interest
      Distribution Amount for such Distribution Date and any Interest Carry Forward
      Amounts for each such class and such Distribution Date, after giving effect
      to
      distributions of such amounts as described in clause First
      of
      Section 5.04(a), but prior to the distribution of Net Monthly Excess Cashflow
      pursuant to paragraph (2) of clause Third
      of
      Section 5.04(a);

     

    (4) to
      the
      Class M-1, Class M-2 and Class M-3 Certificates, in that order, in each case
      up
      to the related Allocated Realized Loss Amount with respect to such Certificates
      for such Distribution Date prior to the distribution of Net Monthly Excess
      Cashflow pursuant to paragraph (1) of clause Third
      of
      Section 5.04(a);

     

    (5) to
      Class
      A-4 Certificates, any Net WAC Rate Carryover Amounts, prior to the distribution
      of Net Monthly Excess Cashflow pursuant to paragraph (4) of clause Third
      of
      Section 5.04(a) and from amounts paid pursuant to the Cap Agreement;
      and

     

    (6) to
      the
      Class X Certificates, any remaining amounts.

     

    Notwithstanding
      the foregoing, in no instance will such payments (other than payments made
      under
      paragraph (6) above) be made other than to the extent of losses and Net WAC
      Rate
      Carryover Amounts.

     

    Amounts
      payable by the trust to the Securities Administrator in respect of Net Swap
      Payments and Swap Termination Payments other than Swap Termination Payments
      resulting from a Swap Provider Trigger Event (and to the extent not paid by
      the
      Securities Administrator from any upfront payment received pursuant to any
      replacement interest rate swap agreement that may be entered into by the
      Supplemental Interest Trust Trustee) will be deducted from related available
      funds before distributions to the Holders of the Certificates. On or before
      each
      Distribution Date, such amounts will be distributed by the Trust to the
      Securities Administrator, and paid by the Securities Administrator to the Swap
      Provider as follows:

     

    (i) first
      to
      make any Net Swap Payment owed to the Swap Provider pursuant to the Interest
      Rate Swap Agreement for such Distribution Date, and 

     

    (ii) second
      to
      make any Swap Termination Payment not due to a Swap Provider Trigger Event
      owed
      to the Swap Provider pursuant to the Interest Rate Swap Agreement (to the extent
      not paid by the Securities Administrator from any upfront payment received
      pursuant to any replacement interest rate swap agreement that may be entered
      into by the Securities Administrator).

     

    Section
      5.05  Allocation
      of Realized Losses.

     

    (a)  On
      or
      prior to each Determination Date, the Securities Administrator shall determine
      the amount of any Realized Loss in respect of each Mortgage Loan that occurred
      during the immediately preceding calendar month, based solely on the reports
      delivered by the Servicers pursuant to this Agreement and the Servicing
      Agreement.

     

    (b)  The
      interest portion of Realized Losses shall be allocated to the Certificates
      as
      described in Section 1.02 hereof.

     

    (c)  The
      principal portion of all Realized Losses on the Mortgage Loans allocated to
      any
      REMIC I Regular Interest pursuant to Section 5.05(d) shall be
      allocated on each Distribution Date as follows: first,
      in
      reduction of Net Swap Payments paid by the Swap Provider under the Swap
      Agreement and available for this purpose, second
      in
      reduction of the Net Monthly Excess Cashflow, if any; third,
      to the
      Class X Certificates, until the Certificate Principal Balance thereof has been
      reduced to zero; fourth,
      to the
      Class M-3 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; fifth,
      to the
      Class M-2 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; and sixth,
      to the
      Class M-1 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero. All such Realized Losses to be allocated to the Certificate
      Principal Balances of the Mezzanine Certificates on any Distribution Date shall
      be so allocated after the actual distributions to be made on such date as
      provided above. All references above to the Certificate Principal Balance of
      any
      Class of Mezzanine Certificates shall be to the Certificate Principal Balance
      of
      such Class immediately prior to the relevant Distribution Date, before reduction
      thereof by any Realized Losses, in each case to be allocated to such Mezzanine
      Certificates, on such Distribution Date.

     

    Any
      allocation of the principal portion of Realized Losses to a Mezzanine
      Certificate on any Distribution Date shall be made by reducing the Certificate
      Principal Balance thereof by the amount so allocated; any allocation of Realized
      Losses to the Class X Certificates shall be made by reducing the amount
      otherwise payable in respect thereof pursuant to Section 5.04(a) clause
Third.
      No
      allocations of any Realized Losses shall be made to the Certificate Principal
      Balances of the Senior Certificates or Class P Certificates.

     

    All
      such
      Realized Losses and all other losses allocated to a Class of Certificates
      hereunder will be allocated among the Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    (d)  With
      respect to the REMIC I Regular Interests, all Realized Losses on the Mortgage
      Loans shall be allocated shall be allocated on each Distribution Date first,
      to
      REMIC I Regular Interest I until the Uncertificated Principal Balance has been
      reduced to zero, and second, to REMIC I Regular Interest I-1-A through REMIC
      I
      Regular Interest I-28-B, starting with the lowest numerical denomination until
      such REMIC I Regular Interest has been reduced to zero, provided that, for
      REMIC
      I Regular Interests with the same numerical denomination, such Realized Losses
      shall be allocated pro rata between such REMIC I Regular Interests.


     

    The
      REMIC
      II Market Allocation Percentage of all Realized Losses on the Mortgage Loans
      shall be allocated on each Distribution Date to the following REMIC II Regular
      Interests in the specified percentages, as follows: first, to Uncertificated
      Accrued Interest payable to the REMIC II Regular Interest LT-AA and REMIC II
      Regular Interest LT-ZZ up to an aggregate amount equal to the REMIC II Interest
      Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated
      Principal Balances of REMIC II Regular Interest LT-AA and REMIC II Regular
      Interest LT-ZZ up to an aggregate amount equal to the REMIC II Principal Loss
      Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
      Principal Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest
      LT-M3 and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until
      the Uncertificated Principal Balance of REMIC II Regular Interest LT-M3 has
      been
      reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
      II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M2 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M2 has been reduced to zero; and fifth,
      to the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA,
      REMIC II Regular Interest LT-M1 and REMIC II Regular Interest LT-ZZ, 98%, 1%
      and
      1%, respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M1 has been reduced to zero.

     

    The
      REMIC
      II SC Allocation Percentage of all Realized Losses on the Mortgage Loans shall
      be applied after all distributions have been made on each Distribution Date
      first, so as to keep the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-SC and REMIC II Regular Interest LT-NSC equal to 0.01% of the
      Certificate Principal Balance of the related Corresponding Certificates second,
      any remaining Realized Losses shall be allocated to REMIC II Regular Interest
      LT-XX.

     

    (e)  Notwithstanding
      anything to the contrary contained herein, if on any Distribution Date the
      Securities Administrator discovers, based solely on the reports delivered by
      the
      Servicers under this Agreement or the Servicing Agreement, that any Subsequent
      Recoveries have been collected by such Servicer with respect to a Mortgage
      Loan,
      the amount of such Subsequent Recoveries will be applied to increase the
      Certificate Principal Balance of the Class of Mezzanine Certificates with the
      highest payment priority to which Realized Losses have been allocated, but
      not
      by more than the amount of Realized Losses previously allocated to that Class
      of
      Mezzanine Certificates pursuant to this Section 5.05. The amount of any
      remaining Subsequent Recoveries will be applied to sequentially increase the
      Certificate Principal Balance of the Mezzanine Certificates, beginning with
      the
      Class of Mezzanine Certificates with the next highest payment priority, up
      to
      the amount of such Realized Losses previously allocated to such Class of
      Certificates pursuant to this Section 5.05. Holders of such Certificates
      will not be entitled to any payment in respect of current interest on the amount
      of such increases for any Accrual Period preceding the Distribution Date on
      which such increase occurs. Any such increases shall be applied to the
      Certificate Principal Balance of each Mezzanine Certificate of such Class in
      accordance with its respective Percentage Interest.

     

    Section
      5.06  [Reserved].

     

    Section
      5.07  Monthly
      Statements to Certificateholders.

     

    (a)  Not
      later
      than each Distribution Date, the Securities Administrator shall prepare and
      make
      available to each Holder of Certificates and the Depositor via its website
      a
      statement setting forth the following information for the
      Certificates:

     

    (i)  the
      Interest Accrual Period and general Distribution Dates for each Class of
      Certificates;

     

    (ii)  the
      Pass-Through Rate for each Class of Certificates with respect to the current
      Accrual Period;

     

    (iii)  the
      total
      cash flows received and the general sources thereof;

     

    (iv)  the
      amount of the related distribution to Holders of each Class allocable to
      principal, separately identifying (A) the aggregate amount of any Principal
      Prepayments included therein, (B) the aggregate of all scheduled payments of
      principal included therein, (C) the amount of Prepayment Charges distributed
      to
      the Class P Certificates and (D) the Overcollateralization Increase
      Amount;

     

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

     

    (vi)  the
      Certificate Principal Balance or Certificate Notional Balance of each Class
      of
      Certificates, if applicable, after giving effect (i) to all distributions
      allocable to principal on such Distribution Date and (ii) the allocation of
      any
      Realized Losses for such Distribution Date;

     

    (vii)  the
      aggregate amount of P&I Advances included in the distributions on the
      Distribution Date;

     

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

     

    (ix)  the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by a Servicer pursuant to
      Section 3.27 of this Agreement or the Servicing Agreement or the Master
      Servicer pursuant to Section 4.14 of this Agreement;

     

    (x)  the
      cumulative amount of Realized Losses for the Mortgage Loans to date and, in
      addition, if the Certificate Principal Balance of any Class of Certificates
      have
      been reduced to zero, the cumulative amount of any Realized Losses that have
      not
      been allocated to any Class of Certificates;

     

    (xi)  the
      Overcollateralization Amount, the Credit Enhancement Percentage, any
      Overcollateralization Increase Amount and any Overcollateralization Reduction
      Amount for such Distribution Date;

     

    (xii)  the
      amount of any Prepayment Charges remitted by the Servicers;

     

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

     

    (xiv)  the
      number and Scheduled Principal Balance of all the Mortgage Loans for the
      following Distribution Date;

     

    (xv)  the
      number and aggregate principal balance of any Mortgage Loans that were (A)
      delinquent (exclusive of Mortgage Loans in foreclosure) using the “OTS” method
      (1) one scheduled payment is delinquent, (2) two scheduled payments are
      delinquent, (3) three scheduled payments are delinquent and (4) foreclosure
      proceedings have been commenced, and loss information for the period; the number
      and aggregate principal balance of any Mortgage Loans in respect of which (A)
      one scheduled payment is delinquent, (B) two scheduled payments are delinquent,
      (C) three or more scheduled payments are delinquent and (D) foreclosure
      proceedings have been commenced, and loss information for the
      period;

     

    (xvi)  with
      respect to any Mortgage Loan that was liquidated during the preceding calendar
      month, the loan number and the Stated Principal Balance of, and Realized Loss
      on, such Mortgage Loan as of the close of business on the Determination Date
      preceding such Distribution Date;

     

    (xvii)  the
      total
      number and principal balance of any real estate owned or REO Properties as
      of
      the close of business on the Determination Date preceding such Distribution
      Date;

     

    (xviii)  the
      three
      month rolling average of the percent equivalent of a fraction, the numerator
      of
      which is the aggregate scheduled principal balance of the Mortgage Loans that
      are sixty (60) days or more delinquent or are in bankruptcy or foreclosure
      or
      are REO Properties, and the denominator of which is the scheduled principal
      balances of all of the Mortgage Loans as of the last day of such Distribution
      Date; 

     

    (xix)  the
      aggregate Servicing Fee received by the Servicers and the aggregate Master
      Servicing Fee received by the Master Servicer during the related Due
      Period;

     

    (xx)  the
      amount, if any, of other fees or expenses accrued and paid, with an
      identification of the payee and the general purpose of such fees;

     

    (xxi)  the
      amount of any Net WAC Rate Carryover Amounts and the amount in the Net
      WAC
      Reserve Fund after
      all
      deposits and withdrawals on such Distribution Date; 

     

    (xxii)  whether
      the Stepdown Date has occurred and whether any Trigger Event is in effect;
      

     

    (xxiii)  amounts
      payable in respect of the Cap Contract; and

     

    (xxiv)  amounts
      payable in respect of the Swap Agreement.

     

    The
      Securities Administrator may make the foregoing monthly statement (and, at
      its
      option, any additional files containing the same information in an alternative
      format) available each month to Certificateholders via the Securities
      Administrator’s internet website. The Securities Administrator’s internet
      website shall initially be located at “www.ctslink.com”. Assistance in using the
      website can be obtained by calling the Securities Administrator’s customer
      service desk at (301) 815-6600. Parties that are unable to use the above
      distribution options are entitled to have a paper copy mailed to them via first
      class mail by calling the customer service desk and indicating such. The
      Securities Administrator may change the way monthly statements are distributed
      in order to make such distributions more convenient or more accessible to the
      above parties.

     

    The
      Securities Administrator shall be entitled to rely on but shall not be
      responsible for the content or accuracy of any information provided by third
      parties for purposes of preparing such statement and may affix thereto any
      disclaimer it deems appropriate in its reasonable discretion (without suggesting
      liability on the part of any other party hereto).

     

    (b)  The
      Securities Administrator’s responsibility for making the above information
      available to the Certificateholders is limited to the availability, timeliness
      and accuracy of the information provided by the Servicer, the Cap Provider
      and
      the Swap Provider. The Securities Administrator will make available a copy
      of
      each statement provided pursuant to this Section 5.07 to each Rating
      Agency.

     

    (c)  Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall cause to be furnished upon written request to each Person
      who at any time during the calendar year was a Certificateholder, a statement
      containing the information set forth in clauses (a)(i) and (a)(ii) of this
      Section 5.07 aggregated for such calendar year or applicable portion
      thereof during which such Person was a Certificateholder. Such obligation of
      the
      Securities Administrator shall be deemed to have been satisfied to the extent
      that substantially comparable information shall be provided by the Securities
      Administrator pursuant to any requirements of the Code as from time to time
      in
      effect.

     

    (d)  Upon
      filing with the Internal Revenue Service, the Securities Administrator shall
      furnish to the Holders of the Residual Certificates the applicable Form 1066
      and
      each applicable Form 1066Q and shall respond promptly to written requests made
      not more frequently than quarterly by any Holder of a Residual Certificate
      with
      respect to the following matters:

     

    (i)  The
      original projected principal and interest cash flows on the Closing Date on
      each
      Class of regular and residual interests created hereunder and on the Mortgage
      Loans, based on the Prepayment Assumption;

     

    (ii)  The
      projected remaining principal and interest cash flows as of the end of any
      calendar quarter with respect to each Class of regular and residual interests
      created hereunder and the Mortgage Loans, based on the Prepayment
      Assumption;

     

    (iii)  The
      applicable Prepayment Assumption and any interest rate assumptions used in
      determining the projected principal and interest cash flows described
      above;

     

    (iv)  The
      original issue discount (or, in the case of the Mortgage Loans, market discount)
      or premium accrued or amortized through the end of such calendar quarter with
      respect to each Class of regular or residual interests created hereunder and
      to
      the Mortgage Loans, together with each constant yield to maturity used in
      computing the same;

     

    (v)  The
      treatment of losses realized with respect to the Mortgage Loans or the regular
      interests created hereunder, including the timing and amount of any cancellation
      of indebtedness income of a REMIC with respect to such regular interests or
      bad
      debt deductions claimed with respect to the Mortgage Loans;

     

    (vi)  The
      amount and timing of any non-interest expenses of a REMIC; and

     

    (vii)  Any
      taxes
      (including penalties and interest) imposed on the REMIC, including, without
      limitation, taxes on “prohibited transactions,” “contributions” or “net income
      from foreclosure property” or state or local income or franchise
      taxes.

     

    The
      information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
      provided by the Depositor pursuant to Section 9.13.

     

    Section
      5.08  REMIC
      Designations and REMIC Allocations.

     

    (a)  The
      Securities Administrator shall elect that each of REMIC I, REMIC II, REMIC
      III,
      REMIC IV, REMIC V and REMIC VI shall be treated as a REMIC under
      Section 860D of the Code. Any inconsistencies or ambiguities in this
      Agreement or in the administration of this Agreement shall be resolved in a
      manner that preserves the validity of such REMIC elections. The REMIC I Regular
      Interests shall constitute the assets of REMIC II. The REMIC II Regular
      Interests shall constitute the assets of REMIC III.

     

    (b)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC I to
      REMIC II on account of the REMIC I Regular Interests or withdrawn from the
      Distribution Account and distributed to the Holders of the Class R-I Interest,
      as the case may be:

     

    (i)  to
      Holders of each of REMIC I Regular Interest I and REMIC I Regular Interest
      I-1-A
      through I-28-B, pro rata, in an amount equal to (A) the Uncertificated Accrued
      Interest for such REMIC I Regular Interests for such Distribution Date, plus
      (B)
      any amounts payable in respect thereof remaining unpaid from previous
      Distribution Dates; 

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated to REMIC I Regular Interest
      I,
      then to REMIC I Regular Interests I-1-A through I-28-B starting with the lowest
      numerical denomination until the Uncertificated Principal Balance of each such
      REMIC I Regular Interest is reduced to zero; and

     

    (iii)  to
      the
      Holders of REMIC I Regular Interest P, (A) on each Distribution Date, 100%
      of
      the amount paid in respect of Prepayment Charges and (B) on the Distribution
      Date in November 2011 until $100 has been distributed pursuant to this
      clause.

     

    (c)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC II
      to
      REMIC III on account of the REMIC II Regular Interests or withdrawn from the
      Distribution Account and distributed to the Holders of the Class R-II Interest,
      as the case may be:

     

    (i)  first,
      to
      the Holder of REMIC II Regular Interest LT-IO in an amount equal to (A) the
      Uncertificated Accrued Interest for each such REMIC II Regular Interest for
      such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates and then to the Holders of REMIC II Regular Interest
      LT-AA, REMIC II Regular Interest LT-A1, REMIC II Regular Interest LT-A2, REMIC
      II Regular Interest LT-A3, REMIC II Regular Interest LT-A4, REMIC II Regular
      Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest
      LT-M3
      and REMIC II Regular Interest LT-ZZ, pro rata, in an amount equal to (A) the
      Uncertificated Accrued Interest for each such REMIC II Regular Interest for
      such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest
      in respect of REMIC II Regular Interest LT-ZZ shall be reduced and deferred
      when
      the REMIC II Overcollateralization Amount is less than the REMIC II Required
      Overcollateralization Amount, by the lesser of (x) the amount of such difference
      and (y) the REMIC II Regular Interest LT-ZZ Maximum Interest Deferral Amount
      and
      such amount will be payable to the Holders of REMIC II Regular Interest LT-A1,
      REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II
      Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2 and REMIC II Regular Interest LT-M3, in the same proportion
      as
      the Overcollateralization Deficiency is allocated to the Corresponding
      Certificates and the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-ZZ shall be increased by such amount;

     

    (ii)  second,
      to the Holders of REMIC II Regular Interests, in an amount equal to the
      remainder of the REMIC II Marker Allocation Percentage of the Interest
      Remittance Amount and the Principal Payment Amount for such Distribution Date
      after the distributions made pursuant to clause (i) above, allocated as
      follows:

     

    (A)  98.00%
      of
      such remainder (other than amounts payable under clause (C) below) to the
      Holders of REMIC II Regular Interest LT-AA and REMIC II Regular Interest LT-P,
      until the Uncertificated Principal Balance of such REMIC II Regular Interest
      is
      reduced to zero, provided, however, that the Uncertificated Principal Balance
      of
      REMIC II Regular Interest LT-P shall not be reduced until the Distribution
      Date
      in November 2011 or any Distribution Date thereafter, at which point such amount
      shall be distributed to REMIC II Regular Interest LT-P, until $100 has been
      distributed pursuant to this clause;

     

    (B)  2.00%
      of
      such remainder, first, to the Holders REMIC II Regular Interest LT-A1, REMIC
      II
      Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
      Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2
      and REMIC II Regular Interest LT-M3, 1% in the same proportion as principal
      payments are allocated to the Corresponding Certificates, until the
      Uncertificated Principal Balances of such REMIC II Regular Interests are reduced
      to zero and second, to the Holders of REMIC II Regular Interest LT-ZZ (other
      than amounts payable under the proviso below), until the Uncertificated
      Principal Balance of such REMIC II Regular Interest is reduced to zero;
      and

     

    (C)  any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-II Interest).

     

    provided,
      however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
      attributable to an Overcollateralization Release Amount shall be allocated
      to
      Holders of (i) REMIC II Regular Interest LT-AA and REMIC II Regular Interest
      LT-P, in that order and (ii) REMIC II Regular Interest LT-ZZ, respectively;
      provided that REMIC II Regular Interest LT-P shall not be reduced until the
      Distribution Date in November 2011, at which point such amount shall be
      distributed to REMIC II Regular Interest LT-P, until $100 has been distributed
      pursuant to this clause.

     

    (iii)  third,
      to
      the Holders of REMIC II Regular Interest LT-SC, REMIC II Regular Interest LT-NSC
      and REMIC II Regular Interest LT-XX, pro rata, in an amount equal to (A) the
      Uncertificated Accrued Interest for each such REMIC II Regular Interest for
      such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates; and

     

    (iv)  fourth,
      to the Holders of REMIC II Regular Interests, in an amount equal to the
      remainder of the REMIC II SC Allocation Percentage of the Interest Remittance
      Amount and the Principal Payment Amount for such Distribution Date after the
      distributions made pursuant to clause (iii) above, such that distributions
      of
      principal shall be deemed to be made to the REMIC II Regular Interests first,
      so
      as to keep the Uncertificated Principal Balance of REMIC II Regular Interest
      LT-SC and REMIC II Regular Interest LT-NSC equal to 0.01% of the aggregate
      Certificate Principal Balance of the related Corresponding Certificates; second,
      any remaining principal to REMIC II Regular Interest LT-XX.

     

    Section
      5.09  Prepayment
      Charges.

     

    (a)  On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans received during the related Prepayment Period and deposited
      in
      the Distribution Account will be withdrawn from the Distribution Account and
      distributed by the Securities Administrator to the Class P Certificates and
      shall not be available for distribution to the holders of any other Class of
      Certificates. The payment of such Prepayment Charges shall not reduce the
      Certificate Principal Balance of the Class P Certificates.

     

    (b)  The
      Master Servicer shall not be obligated to recalculate or verify Prepayment
      Charges collected by the related Servicer and remitted to the Master Servicer
      for deposit in the Distribution Account for distribution to the related
      Certificateholders.

     

    Section
      5.10  Class
      P
      Certificate Account.

     

    The
      Securities Administrator shall establish and maintain with itself a separate,
      segregated trust account titled “Wells Fargo Bank, N.A., for the benefit of
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust 2006-AF1 Class P
      Certificate Account”. On the Closing Date, the Depositor will deposit, or cause
      to be deposited in the Class P Certificate Account $100.00. The amount on
      deposit in the Class P Certificate Account shall be held uninvested. On the
      Distribution Date in November 2011, the Securities Administrator shall withdraw
      the amount on deposit in the Class P Certificate Account and remit such amount
      to the Holders of the Class P Certificates, in reduction of the Certificate
      Principal Balance thereof. 

     

    Section
      5.11  Net
      WAC
      Reserve Fund.

     

    (a)  The
      Securities Administrator shall establish a Net WAC Reserve Fund on behalf of
      the
      holders of the Publicly Offered Certificates. The Net WAC Reserve Fund must
      be
      an Eligible Account. The Net WAC Reserve Fund shall be entitled “Net WAC Reserve
      Fund, Wells Fargo Bank, National Association for the benefit of holders of
      Nomura Home Equity Loan, Inc., Asset-Backed Certificates, Series 2006-AF1,
      Class
      A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2 and Class M-3”. Any
      payments received by the Securities Administrator under the Cap Contract shall
      be deposited into the Net WAC Reserve Fund for the benefit of the Class A-1
      Certificates. On the Closing Date, the Depositor will deposit, or cause to
      be
      deposited, into the Net WAC Reserve Fund $1,000. On each Distribution Date
      as to
      which there is a Net WAC Rate Carryover Amount payable to any Class of
      Certificates, the Securities Administrator shall deposit the amounts pursuant
      to
      paragraph (4) of clause Third
      of
      Section 5.04(a) into the Net WAC Reserve Fund and the Securities
      Administrator has been directed by the Class X Certificateholder to distribute
      such amounts to the Holders of the Publicly Offered Certificates in the amounts
      and priorities set forth in clause Third
      of
      Section 5.04(a).

     

    (b)  The
      Net
      WAC Reserve Fund is an “outside reserve fund” within the meaning of Treasury
      Regulation §1.860G-2(h) and shall be an asset of the Trust Fund but not an asset
      of any REMIC. The Securities Administrator on behalf of the Trust Fund shall
      be
      the nominal owner of the Net WAC Reserve Fund. The Class X Certificateholders
      shall be the beneficial owners of the Net WAC Reserve Fund, subject to the
      power
      of the Securities Administrator to transfer amounts under Section 5.04(a).
      Amounts in the Net WAC Reserve Fund shall be held either uninvested in a trust
      or deposit account of the Securities Administrator with no liability for
      interest or other compensation thereof or, at the written direction of the
      Majority Class X Certificateholder, be invested in Permitted Investments that
      mature no later than the Business Day prior to the next succeeding Distribution
      Date. All net income and gain from such investments shall be distributed to
      the
      Majority Class X Certificateholder, not as a distribution in respect of any
      interest in any REMIC (pursuant to Section 5.08). All amounts earned on amounts
      on deposit in the Net WAC Reserve Fund shall be taxable to the Majority Class
      X
      Certificateholder. Any losses on such investments shall be deposited in the
      Net
      WAC Reserve Fund by the Majority Class X Certificateholder out of its own funds
      immediately as realized. In the event that the Majority Class X
      Certificateholder shall fail to provide investment instructions to the
      Securities Administrator, the amounts on deposit in the Net WAC Reserve Fund
      shall be held uninvested.

     

    (c)  For
      federal tax return and information reporting, the value of the right of the
      holder of the Class A-4 Certificates to receive payments from the Net WAC
      Reserve Fund shall be $400,000 and the amount allocated to the right of the
      holders of the Publicly Offered Certificates (other than the Class A-4
      Certificates) to receive payments from the Net WAC Reserve Fund in respect
      of
      any Net WAC Rate Carryover Amount shall be zero.

     

    Section
      5.12  Supplemental
      Interest Trust.

     

    (a)  On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account for the benefit of the holders of the
      Senior Certificates and Mezzanine Certificates (the “Supplemental Interest
      Trust”). The Supplemental Interest Trust shall be an Eligible Account, and funds
      on deposit therein shall be held separate and apart from, and shall not be
      commingled with, any other moneys, including, without limitation, other moneys
      of the Trustee or of the Securities Administrator held pursuant to this
      Agreement. 

     

    (b)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts distributable to the Swap Provider by the
      Supplemental Interest Trust pursuant to
      clauses First,
      Second
      and
Third
      of
      Section 5.04(a) of this Agreement. On each Distribution Date, the Securities
      Administrator shall distribute any such amounts to the Swap Provider pursuant
      to
      the Swap Agreement as set forth in Section 5.04(d). For the avoidance of
      doubt, any upfront fee (an “Upfront Fee”) paid by the Swap Provider on the
      Closing Date shall not be an asset of the Supplemental Interest Trust. The
      Securities Administrator shall remit any such Upfront Fee to the Sponsor on
      the
      first Distribution Date.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts received by it from the Swap Provider.
      On
      each Distribution Date, the Securities Administrator shall distribute from
      the
      Supplemental Interest Trust an amount equal to the amount of any Net Swap
      Payment received from the Swap Provider under the Swap Agreement, and make
      the
      distributions required under Section 5.04(d) of this
      Agreement.

     

    (d)  The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class X Certificates shall be the beneficial owner of
      the Supplemental Interest Trust, subject to the power of the Securities
      Administrator to transfer amounts under this Agreement. The Securities
      Administrator shall keep records that accurately reflect the funds on deposit
      in
      the Supplemental Interest Trust. The Securities Administrator shall, at the
      written direction of the holder of the Majority Class X Certificateholder,
      invest amounts on deposit in the Supplemental Interest Trust in Permitted
      Investments. In the absence of written direction to the Securities Administrator
      from the Majority Class X Certificateholder, all funds in the Supplemental
      Interest Trust shall remain uninvested. On each Distribution Date, the
      Securities Administrator shall distribute, not in respect of any REMIC, any
      interest earned on the Supplemental Interest Trust to the Holders of the
      Class X Certificates.

     

    (e)  For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to clauses First,
      Second
      and
Third
      of
      Section 5.04(a) shall first be deemed paid to the Supplemental Interest Trust
      in
      respect of the Class IO Interest to the extent of the amount distributable
      on
      such Class IO Interest on such Distribution Date, and any remaining amount
      shall
      be deemed paid to the Supplemental Interest Trust in respect of a Class IO
      Distribution Amount. For federal income tax purposes, the Supplemental Interest
      Trust will be a disregarded entity.

     

    The
      Securities Administrator shall treat the Holders of the Senior Certificates
      and
      Mezzanine Certificates as having entered into a notional principal contract
      with
      respect to the Holders of the Class X Certificates. Pursuant to each such
      notional principal contract, all Holders of the Senior Certificates and
      Mezzanine Certificates shall be treated as having agreed to pay, on each
      Distribution Date, to the Holder of the Class X Certificates an aggregate
      amount equal to the excess, if any, of (i) the amount payable on such
      Distribution Date on the REMIC III Regular Interest ownership of which is
      represented by such Class of Certificates over (ii) the amount payable on such
      Class of Certificates on such Distribution Date (such excess, a “Class IO
      Distribution Amount”). A Class IO Distribution Amount payable from interest
      collections shall be allocated pro rata among such Certificates based on the
      amount of interest otherwise payable to such Certificates, and a Class IO
      Distribution Amount payable from principal collections shall be allocated to
      the
      most subordinate Class of such Certificates with an outstanding principal
      balance to the extent of such balance. In addition, pursuant to such notional
      principal contract, the Holder of the Class X Certificates shall be treated
      as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the
      Senior Certificates and Mezzanine Certificates in accordance with the terms
      of
      this Agreement. Any payments to such Certificates from amounts deemed received
      in respect of this notional principal contract shall not be payments with
      respect to a Regular Interest in a REMIC within the meaning of Code Section
      860G(a)(1). However, any payment from the Senior Certificates and Mezzanine
      Certificates of a Class IO Distribution Amount shall be treated for tax purposes
      as having been received by the Holders of such Certificates in respect of the
      REMIC III Regular Interest ownership of which is represented by such
      Certificates, and as having been paid by such Holders to the Supplemental
      Interest Trust pursuant to the notional principal contract. Thus, each Senior
      Certificate and Mezzanine Certificate shall be treated as representing not
      only
      ownership of a Regular Interest in REMIC III, but also ownership of an interest
      in, and obligations with respect to, a notional principal contract.

     

    (f)  The
      Sponsor shall provide to the Securities Administrator the value of the right
      of
      the holders of the Senior Certificates and Mezzanine Certificates to receive
      payments from the Supplemental Interest Trust for federal tax return and
      information reporting not later than the December 31, 2006.

     

    (g)  Upon
      a
      Swap Early Termination other than in connection with the optional termination
      of
      the trust, the Depositor will use reasonable efforts to appoint a successor
      swap
      provider to enter into a new interest rate swap agreement on terms substantially
      similar to the Swap Agreement, with a successor swap provider meeting all
      applicable eligibility requirements. If the Securities Administrator receives
      a
      Swap Termination Payment from the Swap Provider in connection with such Swap
      Early Termination, the Securities Administrator will apply such Swap Termination
      Payment to any upfront payment required to appoint the successor swap provider.
      If the Securities Administrator is required to pay a Swap Termination Payment
      to
      the Swap Provider in connection with such Swap Early Termination, the Securities
      Administrator will apply any upfront payment received from the successor swap
      provider to pay such Swap Termination Payment. 

     

    If
      the
      Depositor is unable to appoint a successor swap provider within 30 days of
      the
      Swap Early Termination, then the Securities Administrator will deposit any
      Swap
      Termination Payment received from the original Swap Provider into a separate,
      non-interest bearing reserve account and will, on each subsequent Distribution
      Date, withdraw from the amount then remaining on deposit in such reserve account
      an amount equal to the Net Swap Payment, if any, that would have been paid
      to
      the Securities Administrator by the original Swap Provider calculated in
      accordance with the terms of the original Swap Agreement, and distribute such
      amount in accordance with the terms of this Agreement.

    


    (h)  In
      the
      event that the Swap Provider fails to perform any of its obligations under
      the
      Swap Agreement (including, without limitation, its obligation to make any
      payment or transfer collateral), or breaches any of its representations and
      warranties thereunder, or in the event that an Event of Default, Termination
      Event, or Additional Termination Event (each as defined in the Swap Agreement)
      occurs with respect to the Swap Agreement, the Securities Administrator on
      behalf of the Supplemental Interest Trust Trustee shall immediately after
      receiving written notice of such Event of Default, Termination Event or
      Additional Termination Event, but no later than the next Business Day following
      notice of such failure or breach, notify the Depositor and send any notices
      and
      make any demands, on behalf of the Supplemental Interest Trust, in accordance
      with the Swap Agreement. 

     

    (i)  In
      the
      event that the Swap Provider’s obligations are guaranteed by a third party under
      a guaranty relating to the Swap Agreement (such guaranty the “Guaranty” and such
      third party the “Guarantor”), then to the extent that the Swap Provider fails to
      make any payment by the close of business on the day it is required to make
      payment under the terms of the Swap Agreement, the Securities Administrator
      on
      behalf of the Supplemental Interest Trust Trustee shall, as soon as practicable,
      but no later than two (2) business days after the Swap Provider’s failure to
      pay, demand that the Guarantor make any and all payments then required to be
      made by the Guarantor pursuant to such Guaranty; provided, that the Securities
      Administrator shall in no event be liable for any failure or delay in the
      performance by the Swap Provider or any Guarantor of its obligations hereunder
      or pursuant to the Swap Agreement and the Guaranty, nor for any special,
      indirect or consequential loss or damage of any kind whatsoever (including
      but
      not limited to lost profits) in connection therewith.

     

    Section
      5.13  Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    For
      federal income tax purposes, each holder of a Senior Certificate or Mezzanine
      Certificate is deemed to own an undivided beneficial ownership interest in
      a
      REMIC regular interest and the right to receive payments from either the Net
      WAC
      Rate Reserve Fund or the Supplemental Interest Trust in respect of any Net
      WAC
      Rate Carry-Forward Amounts or the obligation to make payments to the
      Supplemental Interest Trust. For federal income tax purposes, the Securities
      Administrator will account for payments to each Senior Certificate and Mezzanine
      Certificate as follows: each Senior Certificate and Mezzanine Certificate will
      be treated as receiving their entire payment from REMIC III (regardless of
      any
      Swap Termination Payment or obligation under the Swap Agreement) and
      subsequently paying their portion of any Swap Termination Payment in respect
      of
      each such Class’ obligation under the Swap Agreement. In the event that any such
      Class is resecuritized in a REMIC, the obligation under the Swap Agreement
      to
      pay any such Swap Termination Payment (or any shortfall in Net Swap Payment),
      will be made by one or more of the REMIC Regular Interests issued by the
      resecuritization REMIC subsequent to such REMIC Regular Interest receiving
      its
      full payment from any such Senior Certificate and Mezzanine
      Certificate.

     

    The
      REMIC
      Regular Interest corresponding to a Senior Certificate and Mezzanine Certificate
      will be entitled to receive interest and principal payments at the times and
      in
      the amounts equal to those made on the certificate to which it corresponds,
      except that (i) the maximum interest rate of that REMIC regular interest will
      equal the Net WAC Pass-Through Rate computed for this purpose by limiting the
      Notional Amount of the Swap Agreement to the aggregate Stated Principal Balance
      of the Mortgage Loans and (ii) any Swap Termination Payment will be treated
      as
      being payable solely from amounts otherwise payable to the Class X Certificates.
      As a result of the foregoing, the amount of distributions and taxable income
      on
      the REMIC Regular Interest corresponding to a Senior Certificate and Mezzanine
      Certificate may exceed the actual amount of distributions on the Senior
      Certificate and Mezzanine Certificate.

     

    Section
      5.14  Reports
      Filed with Securities and Exchange Commission.

     

    (a)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      fifteen (15) days after each Distribution Date (subject to permitted extensions
      under the Exchange Act), the Securities Administrator shall prepare and file
      on
      behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form
      and
      substance as required by the Exchange Act. The Securities Administrator shall
      file each Form 10-D with a copy of the related Monthly Statement attached
      thereto. Any disclosure in addition to the Monthly Statement that is required
      to
      be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported
      to the Depositor and the Securities Administrator by the entity indicated on
      Exhibit N
      and
      approved by the Depositor pursuant to the following paragraph. The Securities
      Administrator will have no duty or liability for any failure hereunder to
      determine or prepare any Additional Form 10-D Disclosure, except as set forth
      in
      the next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N
      hereto,
      within five (5) calendar days after the related Distribution Date, (i) each
      Transaction Party shall be required to provide to the Securities Administrator
      and to the Depositor, to the extent known by a responsible officer thereof,
      in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any
      Additional Form 10-D Disclosure, if applicable, together with an Additional
      Disclosure Notification in the form of Exhibit H
      hereto
      (an “Additional Disclosure Notification”) and (ii) the Depositor will approve,
      as to form and substance, or disapprove, as the case may be, the inclusion
      of
      the Additional Form 10-D Disclosure on Form 10-D. The Depositor will be
      responsible for any reasonable fees and expenses assessed or incurred by the
      Securities Administrator in connection with including any Additional Form 10-D
      Disclosure on Form 10-D pursuant to this paragraph. 

     

    (iii)  After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a copy of the Form 10-D to the Depositor (provided that such
      Form
      10-D includes any Additional Form 10-D Disclosure). Within two (2) calendar
      days
      after receipt of such copy, but no later than the twelfth (12th) calendar day
      after the Distribution Date, the Depositor shall notify the Securities
      Administrator in writing (which may be furnished electronically) of any changes
      to or approval of such Form 10-D. In the absence of receipt of any written
      changes or approval, the Securities Administrator shall be entitled to assume
      that such Form 10-D is in final form and the Securities Administrator may
      proceed with the execution and filing of the Form 10-D. A duly authorized
      representative of the Master Servicer shall sign each Form 10-D. If a Form
      10-D
      cannot be filed on time or if a previously filed Form 10-D needs to be amended,
      the Securities Administrator will follow the procedures set forth in Section
      5.14(c)(ii). Promptly (but no later than one (1) Business Day) after filing
      with
      the Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-D filed by the Securities
      Administrator. Each party to this Agreement acknowledges that the performance
      by
      the Master Servicer and the Securities Administrator of its duties under this
      Section 5.14(a) related to the timely preparation, execution and filing of
      Form
      10-D is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties as set forth in this Agreement. Neither
      the
      Master Servicer nor the Securities Administrator shall have any liability for
      any loss, expense, damage, claim arising out of or with respect to any failure
      to properly prepare, execute and/or timely file such Form 10-D, where such
      failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-D, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    Each
      of
      Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it “(1) has filed all reports required to be filed by Section 13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days.” The Depositor hereby
      represents to the Securities Administrator that the Depositor has filed all
      such
      required reports during the preceding 12 months and that it has been subject
      to
      such filing requirement for the past 90 days. The Depositor shall notify the
      Securities Administrator in writing, no later than the fifth calendar day after
      the related Distribution Date with respect to the filing of a report on Form
      10-D and no later than March 15th
      with
      respect to the filing of a report on Form 10-K, if the answer to the questions
      should be “no.” The Securities Administrator shall be entitled to rely on such
      representations in preparing, executing and/or filing any such
      report.

     

    (b)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      four (4) Business Days after the occurrence of an event set forth on
Exhibit N
      hereto
      or such other event requiring disclosure on Form 8-K (each such event, a
“Reportable
      Event”),
      and
      if requested by the Depositor, and subject to receipt of such information by
      the
      Securities Administrator from the entity indicated on Exhibit N
      as the
      Responsible Party for providing that information, the Securities Administrator
      shall prepare and file on behalf of the Trust Fund any Form 8-K, as required
      by
      the Exchange Act, provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K other than the initial
      Form 8-K (“Form
      8-K Disclosure Information”)
      shall
      be reported by the parties set forth on Exhibit
      N
      to the
      Depositor and the Securities Administrator and directed and approved by the
      Depositor pursuant to the following paragraph and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Form 8-K Disclosure Information or any Form 8-K, except as set forth in
      the
      next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N
      hereto,
      for so long as the Trust is subject to the Exchange Act reporting requirements,
      no later than the close of business (New York City time) on the second (2nd)
      Business Day after the occurrence of a Reportable Event (i) the parties to
      this
      transaction shall be required to provide to the Securities Administrator and
      to
      the Depositor, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any Form
      8-K
      Disclosure Information, if applicable, together with an Additional Disclosure
      Notification and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
      Information. The Depositor will be responsible for any reasonable fees and
      expenses assessed or incurred by the Securities Administrator in connection
      with
      including any Form 8-K Disclosure Information on Form 8-K pursuant to this
      paragraph.

     

    (iii)  After
      preparing the Form 8-K, the Securities Administrator shall forward
      electronically a copy of the Form 8-K to the Depositor. Promptly, but no later
      than the close of business on the third (3rd) Business Day after the Reportable
      Event, the Depositor shall notify the Securities Administrator in writing (which
      may be furnished electronically) of any changes to or approval of such Form
      8-K.
      In the absence of receipt of any written changes or approval, or if the
      Depositor does not request a copy of a Form 8-K, the Securities Administrator
      shall be entitled to assume that such Form 8-K is in final form and the
      Securities Administrator may proceed with the execution and filing of the Form
      8-K. A duly authorized representative of the Master Servicer shall sign each
      Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form
      8-K needs to be amended, the Securities Administrator will follow the procedures
      set forth in Section 5.14(c)(ii). Promptly (but no later than 1 Business Day)
      after filing with the Commission, the Securities Administrator will, make
      available on its internet website a final executed copy of each Form 8-K that
      it
      has filed. The parties to this Agreement acknowledge that the performance by
      the
      Master Servicer and the Securities Administrator of its duties under this
      Section 5.14(b) related to the timely preparation, execution and filing of
      Form
      8-K is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties under this Agreement. Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare, execute and/or timely file such Form 8-K, where such failure results
      from the Securities Administrator’s inability or failure to obtain or receive,
      on a timely basis, any information from any other party hereto needed to
      prepare, arrange for execution or file such Form 8-K, not resulting from its
      own
      negligence, bad faith or willful misconduct.

     

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

     

    (ii)  In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify electronically the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement will cooperate to prepare and file a Form 12b-25
      and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
      Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
      of
      all required Form 8-K Disclosure Information and upon the approval and direction
      of the Depositor, include such disclosure information on the next Form 10-D.
      In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      in connection with any Additional Form 10-D Disclosure (other than for the
      purpose of restating any monthly report), Additional Form 10-K Disclosure or
      Form 8-K Disclosure Information, the Securities Administrator will
      electronically notify the Depositor and such other parties to the transaction
      as
      are affected by such amendment, and such parties will cooperate to prepare
      any
      necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment
      to
      Form 8-K, 10-D or 10-K shall be signed by a duly authorized representative,
      or
      senior officer in charge of master servicing, as applicable, of the Master
      Servicer. The parties to this Agreement acknowledge that the performance by
      the
      Master Servicer and the Securities Administrator of its duties under this
      Section 5.14(c) related to the timely preparation, execution and filing of
      Form
      15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
      upon
      each such party performing its duties under this Section. Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare, execute and/or timely file any such Form 15, Form 12b-25 or any
      amendments to Forms 8-K, 10-D or 10-K, where such failure results from the
      Securities Administrator’s inability or failure to obtain or receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 15, Form 12b-25 or any amendments to
      Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or
      willful misconduct.

     

    (d)  (i)For
      so
      long as the trust is subject to Exchange Act reporting requirements, within
      ninety (90) days after the end of each calendar year or such earlier date as
      may
      be required by the Exchange Act (the “10-K
      Filing Deadline”),
      (it
      being understood that the fiscal year for the trust ends on December 31 of
      each
      year) commencing in March 2007, the Securities Administrator shall prepare
      and
      file on behalf of the Trust Fund a Form 10-K, in form and substance as required
      by the Exchange Act. Each such Form 10-K shall include the following items,
      in
      each case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement, (i) an annual
      compliance statement for each Servicing Function Participant (other than the
      Custodian), as described under Section 3.13, (ii)(A) the annual reports on
      assessment of compliance with servicing criteria for each Servicing Function
      Participant, as described under Section 3.14 and the Custodial Agreement, and
      (B) if any Servicing Function Participant’s report on assessment of compliance
      with servicing criteria described under Section 3.14 identifies any material
      instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any Servicing Function Participant’s report on assessment
      of compliance with servicing criteria described under Section 3.14 is not
      included as an exhibit to such Form 10-K, disclosure that such report is not
      included and an explanation why such report is not included, (iii)(A) the
      registered public accounting firm attestation report for each Servicing Function
      Participant, as described under Section 3.14 and the Custodial Agreement, and
      (B) if any registered public accounting firm attestation report described under
      Section 3.14 or the Custodial Agreement identifies any material instance of
      noncompliance, disclosure identifying such instance of noncompliance, or if
      any
      such registered public accounting firm attestation report is not included as
      an
      exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation why such report is not included, and (iv) a Sarbanes-Oxley
      Certification as described in Section 3.18. Any disclosure or information in
      addition to (i) through (iv) above that is required to be included on Form
      10-K
      as set forth on Exhibit N
      under
      Form 10-K (“Additional
      Form 10-K Disclosure”)
      shall
      be reported to the Depositor and the Securities Administrator by the parties
      set
      forth on Exhibit N,
      and
      shall be approved by the Depositor pursuant to the following paragraph. The
      Securities Administrator will have no duty or liability for any failure
      hereunder to determine or prepare any Additional Form 10-K Disclosure, except
      as
      set forth in the next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N
      hereto,
      no later than March 15 of each year that the Trust is subject to the Exchange
      Act reporting requirements, commencing in 2007, (i) each Transaction Party
      shall
      be required to provide to the Securities Administrator and to the Depositor,
      to
      the extent known by a responsible officer thereof, in EDGAR-compatible form,
      or
      in such other form as otherwise agreed upon by the Securities Administrator
      and
      such party, the form and substance of any Additional Form 10-K Disclosure,
      if
      applicable, together with an Additional Disclosure Notification and (ii) the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The
      Depositor will be responsible for any reasonable fees and expenses assessed
      or
      incurred by the Securities Administrator in connection with including any
      Additional Form 10-K Disclosure on Form 10-K pursuant to this
      paragraph.

     

    (iii)  After
      preparing the Form 10-K, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 10-K to the Depositor. Within three
      (3) Business Days after receipt of such copy, but no later than March 25th,
      the
      Depositor shall notify the Securities Administrator in writing (which may be
      furnished electronically) of any changes to or approval of such Form 10-K.
      In
      the absence of receipt of any written changes or approval, or if the Depositor
      does not request a copy of a Form 10-D, the Securities Administrator shall
      be
      entitled to assume that such Form 10-K is in final form and the Securities
      Administrator may proceed with the execution and filing of the Form 10-K. A
      senior officer of the Master Servicer in charge of the master servicing function
      shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a
      previously filed Form 10-K needs to be amended, the Securities Administrator
      will follow the procedures set forth in Section 5.14(c)(ii). Promptly (but
      no
      later than one (1) Business Day) after filing with the Commission, the
      Securities Administrator will make available on its internet website a final
      executed copy of each Form 10-K to be filed by the Securities Administrator.
      The
      parties to this Agreement acknowledge that the performance by the Master
      Servicer and the Securities Administrator of its duties under this Section
      5.14(d) related to the timely preparation, execution and filing of Form 10-K
      is
      contingent upon such parties (and any Servicing Function Participant) strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 5.14(d), Section 3.13, Section 3.14 and Section 3.18. Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage or claim arising out of or with respect to any failure to
      properly prepare and/or timely file such Form 10-K, where such failure results
      from the Securities Administrator’s inability or failure to obtain or receive,
      on a timely basis, any information from any other party hereto needed to
      prepare, arrange for execution or file such Form 10-K, not resulting from its
      own negligence, bad faith or willful misconduct.

     

    (e)  The
      Master Servicer, the Depositor, the Custodian, the Sponsor and Securities
      Administrator shall indemnify and hold harmless the Depositor, the Trustee
      and
      their respective officers, directors and Affiliates from and against any losses,
      damages, penalties, fines, forfeitures, reasonable and necessary legal fees
      and
      related costs, judgments and other costs and expenses arising out of or based
      upon a breach of such party’s obligations under this Section 5.14 or such
      party’s negligence, bad faith or willful misconduct in connection therewith.


     

    Notwithstanding
      the provisions of Section 11.01, this Section 5.14 may be amended without the
      consent of the Certificateholders.

     

    Any
      notice required to be delivered by the Securities Administrator to the Depositor
      pursuant to this Sections 3.13, 3.14, 3.18 or 5.14 shall be delivered by the
      Securities Administrator by facsimile and electronic mail to Juliet Buck, Esq.
      at (646) 587-9817 and jbuck@us.nomura.com,
      with a
      copy to John Graham at (646) 587-9592 and jgraham@us.nomura.com
      and a
      copy to N. Dante LaRocca at (646) 587-9804 and dlarocca@us.nomura.com.

     

    Section
      5.15  Swap
      Collateral Account.

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”).


     

    On
      or
      before the Closing Date, the Swap Custodian shall establish a Swap Collateral
      Account. The Swap Collateral Account shall be held in the name of the Swap
      Custodian in trust for the benefit of the Class A Certificates and Mezzanine
      Certificates on the Closing Date. The Swap Collateral Account shall be an
      Eligible Account and shall be entitled “Supplemental Interest Trust Posted
      Collateral Account, Wells Fargo Bank, National Association for the benefit
      of
      holders of Nomura Home Equity Loan, Inc., Asset-Backed Certificates, Series
      2006-AF1”. 

     

    The
      Swap
      Custodian shall credit to Swap Collateral Account all collateral (whether in
      the
      form of cash or securities) posted by the Swap Provider to secure the
      obligations of the Swap Provider in accordance with the terms of the Swap
      Agreement. Except for investment earnings, the Swap Provider shall not have
      any
      legal, equitable or beneficial interest in the Swap Collateral Account other
      than in accordance with this Agreement, the Swap Agreement and applicable law.
      The Swap Custodian shall maintain and apply all collateral and earnings thereon
      on deposit in the Swap Collateral Account in accordance with Swap Credit Support
      Annex.

     

    Cash
      collateral posted by the Swap Provider in accordance with the Swap Credit
      Support Annex shall be invested at the direction of the Depositor in Permitted
      Investments that mature no later than the Business Day prior to the next
      succeeding Distribution Date. If no investment direction is received or
      provided, the Securities Administrator shall invest the funds in the Wells
      Fargo
      Advantage Prime Investment Money Market Fund. All amounts earned on amounts
      on
      deposit in the Swap Collateral Account (whether cash collateral or securities)
      shall be taxable to the Swap Provider. 

     

    Upon
      the
      occurrence of an Event of Default, a Termination Event, or an Additional
      Termination Event (each as defined in the Swap Agreement), amounts in the Swap
      Collateral Account shall be withdrawn by the Swap Custodian and applied to
      the
      payment of any termination payment due to Party B (as defined in the Swap
      Agreement) in accordance with the Swap Credit Support Annex. Any excess amounts
      held in such Swap Collateral Account after payment of all amounts owing to
      Party
      B under the Swap Agreement shall be withdrawn from the Swap Collateral Account
      and paid to the Swap Provider in accordance with the Swap Credit Support Annex.
      

     

    Section
      5.16  Cap
      Collateral Account.

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under the Cap Credit Support Annex (the “Cap Custodian”).


     

    On
      or
      before the Closing Date, the Cap Custodian shall establish a Cap Collateral
      Account. The Cap Collateral Account shall be held in the name of the Cap
      Custodian in trust for the benefit of the Class A-4 Certificates on the Closing
      Date. The Swap Collateral Account shall be an Eligible Account and shall be
      entitled “Cap Posted Collateral Account, Wells Fargo Bank, National Association
      for the benefit of holders of Nomura Home Equity Loan, Inc., Asset-Backed
      Certificates, Series 2006-AF1, Class A-4”. 

     

    The
      Cap
      Custodian shall credit to Cap Collateral Account all collateral (whether in
      the
      form of cash or securities) posted by the Cap Provider to secure the obligations
      of the Cap Provider in accordance with the terms of the Cap Contract. Except
      for
      investment earnings, the Cap Provider shall not have any legal, equitable or
      beneficial interest in the Cap Collateral Account other than in accordance
      with
      this Agreement, the Cap contract and applicable law. The Cap Custodian shall
      maintain and apply all collateral and earnings thereon on deposit in the Cap
      Collateral Account in accordance with Cap Credit Support Annex.

     

    Cash
      collateral posted by the Swap Provider in accordance with the Cap Credit Support
      Annex shall be invested at the direction of the Depositor in Permitted
      Investments that mature no later than the Business Day prior to the next
      succeeding Distribution Date. If no investment direction is received or
      provided, the Securities Administrator shall invest the funds in the Wells
      Fargo
      Advantage Prime Investment Money Market Fund. All amounts earned on amounts
      on
      deposit in the Cap Collateral Account (whether cash collateral or securities)
      shall be taxable to the Cap Provider. 

     

    Upon
      the
      occurrence of an Event of Default, a Termination Event, or an Additional
      Termination Event (each as defined in the Cap Contract), amounts in the Cap
      Collateral Account shall be withdrawn by the Cap Custodian and applied to the
      payment of any termination payment due to Party B (as defined in the Cap
      Contract) in accordance with the Cap Credit Support Annex. Any excess amounts
      held in such Cap Collateral Account after payment of all amounts owing to Party
      B under the Cap Contract shall be withdrawn from the Cap Collateral Account
      and
      paid to the Cap Provider in accordance with the Cap Credit Support
      Annex.

     

     

     

    ARTICLE
      VI


    THE
      CERTIFICATES

     

    Section
      6.01  The
      Certificates.

     

    (a)  The
      Certificates shall be substantially in the forms attached hereto as Exhibits
      A-1
      through A-6. The Certificates shall be issuable in registered form, in the
      minimum dollar denominations, integral dollar multiples in excess thereof
      (except that one Certificate of each Class may be issued in a different amount
      which must be in excess of the applicable minimum dollar denomination) and
      aggregate dollar denominations as set forth in the following table:

    

      
        	
                Class

              	
                Minimum
                  Denomination

              	
                Integral
                  Multiple in Excess of Minimum

              	
                Original
                  Certificate Principal Balance

              	
                Pass-Through
                  Rate

              
	
                A-1

              	
                $ 25,000

              	
                $1

              	
                $ 148,815,000

              	
                Class
                  A-1 Pass-Through Rate

              
	
                A-2

              	
                $ 25,000

              	
                $1

              	
                $ 
                   26,103,000

              	
                Class
                  A-2 Pass-Through Rate

              
	
                A-3

              	
                $ 25,000

              	
                $1

              	
                $ 
                   61,799,000

              	
                Class
                  A-3 Pass-Through Rate

              
	
                A-4

              	
                $ 25,000

              	
                $1

              	
                $ 104,843,000

              	
                Class
                  A-4 Pass-Through Rate

              
	
                M-1

              	
                $ 25,000

              	
                $1

              	
                $ 
                   15,077,000

              	
                Class
                  M-1 Pass-Through Rate

              
	
                M-2

              	
                $ 25,000

              	
                $1

              	
                $ 
                   10,424,000

              	
                Class
                  M-2 Pass-Through Rate

              
	
                M-3

              	
                $ 25,000

              	
                $1

              	
                $   
                   5,211,000

              	
                Class
                  M-3 Pass-Through Rate

              
	
                P

              	
                $          1

              	
                $1

              	
                $        
                   100.00

              	
                N/A

              
	
                X

              	
                $        
                   1

              	
                $1

              	
                $

              	
                Class
                  X Pass-Through Rate

              
	
                R

              	
                N/A

              	
                N/A  
                  

              	
                N/A

              	
                N/A

              
	
                R-X

              	
                N/A

              	
                N/A  
                  

              	
                N/A

              	
                N/A

              


      

    

     

     

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

     

    The
      Depositor shall provide, or cause to be provided, to the Securities
      Administrator on a continuous basis, an adequate inventory of Certificates
      to
      facilitate transfers.

     

    (b)  The
      Class
      X Certificates and Class P Certificates offered and sold to Qualified
      Institutional Buyers in reliance on Rule 144A under the Securities Act (“Rule
      144A”) will be issued in the form of Definitive Certificates.

     

    Section
      6.02  Certificate
      Register; Registration of Transfer and Exchange of Certificates.

     

    (a)  The
      Securities Administrator shall maintain, or cause to be maintained in accordance
      with the provisions of Section 6.09, a Certificate Register for the
      Certificates in which, subject to the provisions of subsections (b) and (c)
      below and to such reasonable regulations as it may prescribe, the Securities
      Administrator shall provide for the registration of Certificates and of
      Transfers and exchanges of Certificates as herein provided. Upon surrender
      for
      registration of Transfer of any Certificate, the Securities Administrator shall
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Certificates of the same Class and of like
      aggregate Percentage Interest.

     

    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Securities Administrator. Whenever
      any
      Certificates are so surrendered for exchange, the Securities Administrator
      shall
      execute, authenticate, and deliver the Certificates that the Certificateholder
      making the exchange is entitled to receive. Every Certificate presented or
      surrendered for registration of Transfer or exchange shall be accompanied by
      a
      written instrument of Transfer in form satisfactory to the Securities
      Administrator duly executed by the holder thereof or his attorney duly
      authorized in writing.

     

    No
      service charge to the Certificateholders shall be made for any registration
      of
      Transfer or exchange of Certificates, but payment of a sum sufficient to cover
      any tax or governmental charge that may be imposed in connection with any
      Transfer or exchange of Certificates may be required.

     

    All
      Certificates surrendered for registration of Transfer or exchange shall be
      canceled and subsequently destroyed by the Securities Administrator in
      accordance with the Securities Administrator’s customary
      procedures.

     

    (b)  No
      Transfer of a Private Certificate shall be made unless such Transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under the Securities Act and such state securities laws. In the event that
      a
      Transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such Transfer and such
      Certificateholder’s prospective transferee shall each certify to the Securities
      Administrator in writing the facts surrounding the Transfer in substantially
      the
      forms set forth in Exhibit E
      (the
“Transferor Certificate”) and (x) deliver a letter in substantially the form of
      either Exhibit F
      (the
“Investment Letter”) or Exhibit G
      (the
“Rule 144A Letter”) or (y) there shall be delivered to the Securities
      Administrator an Opinion of Counsel, at the expense of the transferor, that
      such
      Transfer may be made pursuant to an exemption from the Securities Act, which
      Opinion of Counsel shall not be an expense of the Depositor, the Sponsor, the
      Securities Administrator, the Trustee or the Trust Fund. The Depositor shall
      provide to any Holder of a Private Certificate and any prospective transferee
      designated by any such Holder, information regarding the related Certificates
      and the Mortgage Loans and such other information as shall be necessary to
      satisfy the condition to eligibility set forth in Rule 144A(d)(4) for Transfer
      of any such Certificate without registration thereof under the Securities Act
      pursuant to the registration exemption provided by Rule 144A. The Securities
      Administrator shall cooperate with the Depositor in providing the Rule 144A
      information referenced in the preceding sentence, including providing to the
      Depositor such information regarding the Certificates, the Mortgage Loans and
      other matters regarding the Trust Fund as the Depositor shall reasonably request
      to meet its obligation under the preceding sentence. Each Holder of a Private
      Certificate desiring to effect such Transfer shall, and does hereby agree to,
      indemnify the Securities Administrator, the Depositor and the Sponsor against
      any liability that may result if the Transfer is not so exempt or is not made
      in
      accordance with such federal and state laws.

     

    No
      Transfer of an ERISA Restricted Certificate shall be made unless the Securities
      Administrator shall have received either (i) a representation from the
      transferee of such Certificate acceptable to and in form and substance
      satisfactory to the Securities Administrator to the effect that such transferee
      is not an employee benefit plan subject to Section 406 of ERISA and/or a
      plan subject to Section 4975 of the Code, or a Person acting on behalf of
      any such plan or using the assets of any such plan, or (ii) in the case of
      any
      such ERISA Restricted Certificate presented for registration in the name of
      an
      employee benefit plan subject to ERISA, or a plan subject to Section 4975
      of the Code (or comparable provisions of any subsequent enactments), or a
      trustee of any such plan or any other person acting on behalf of any such plan,
      an Opinion of Counsel satisfactory to the Securities Administrator for the
      benefit of the Securities Administrator, the Depositor and the related Servicer
      and on which they may rely to the effect that the purchase and holding of such
      ERISA Restricted Certificate is permissible under applicable law, will not
      result in any prohibited transactions under ERISA or Section 4975 of the
      Code and will not subject the Securities Administrator, the Depositor or any
      Servicer to any obligation in addition to those expressly undertaken in this
      Agreement, which Opinion of Counsel shall not be an expense of the Securities
      Administrator, the Depositor or any Servicer. Notwithstanding anything else
      to
      the contrary herein, any purported transfer of an ERISA Restricted Certificate
      to or on behalf of an employee benefit plan subject to Section 406 of ERISA
      and/or a plan subject to Section 4975 of the Code other than in compliance
      with the foregoing shall be void and of no effect; provided that the restriction
      set forth in this sentence shall not be applicable if there has been delivered
      to the Securities Administrator an Opinion of Counsel meeting the requirements
      of clause (ii) of the first sentence of this paragraph. The Securities
      Administrator shall not be under any liability to any Person for any
      registration of transfer of any ERISA Restricted Certificate that is in fact
      not
      permitted by this Section 6.02(b) or for making any payments due on such
      Certificate to the Holder thereof or taking any other action with respect to
      such Holder under the provisions of this Agreement. The Securities Administrator
      shall be entitled, but not obligated, to recover from any Holder of any ERISA
      Restricted Certificate that was in fact an employee benefit plan subject to
      Section 406 of ERISA or a plan subject to Section 4975 of the Code or
      a Person acting on behalf of any such plan at the time it became a Holder or,
      at
      such subsequent time as it became such a plan or Person acting on behalf of
      such
      a plan, all payments made on such ERISA Restricted Certificate at and after
      either such time. Any such payments so recovered by the Securities Administrator
      shall be paid and delivered by the Securities Administrator to the last
      preceding Holder of such Certificate that is not such a plan or Person acting
      on
      behalf of a plan.

     

    Each
      beneficial owner of a Mezzanine Certificate acquired after termination of the
      Supplemental Interest Trust or any interest therein shall be deemed to have
      represented, by virtue of its acquisition or holding of that certificate or
      interest therein, that either (i) it is not a Plan or investing with “Plan
      Assets”, (ii) it has acquired and is holding such certificate in reliance on the
      Exemption, and that it understands that there are certain conditions to the
      availability of the Exemption, including that the certificate must be rated,
      at
      the time of purchase, not lower than “BBB-“ (or its equivalent) by S&P or
      Moody’s, and the certificate is so rated or (iii) (1) it is an insurance
      company, (2) the source of funds used to acquire or hold the certificate or
      interest therein is an “insurance company general account,” as such term is
      defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the
      conditions in Sections I and III of PTCE 95-60 have been satisfied.

     

    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of Senior Certificate or Mezzanine Certificate or any interest therein, shall
      be
      deemed to have represented, by virtue of its acquisition or holding of such
      Certificate, or interest therein, that either (i) it is not a Plan or (ii)
      (A)
      it is an accredited investor within the meaning of the Exemption and (B) the
      acquisition and holding of such Certificate and the separate right to receive
      payments from the Supplemental Interest Trust are eligible for the exemptive
      relief available under one of PTCE 95-60, 91-38, 96-23, 90-1 or
      84-14.

     

    (c)  (i)
      Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

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

     

    (B)  In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Securities Administrator shall require delivery to it, and
      shall not register the Transfer of any Residual Certificate until its receipt
      of, an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the
      form attached hereto as Exhibit D)
      from
      the proposed Transferee, in form and substance satisfactory to the Securities
      Administrator, representing and warranting, among other things, that such
      Transferee is a Permitted Transferee, that it is not acquiring its Ownership
      Interest in the Residual Certificate that is the subject of the proposed
      Transfer as a nominee, trustee or agent for any Person that is not a Permitted
      Transferee, that for so long as it retains its Ownership Interest in a Residual
      Certificate, it will endeavor to remain a Permitted Transferee, and that it
      has
      reviewed the provisions of this Section 6.02(d) and agrees to be bound by
      them.

     

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

     

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

     

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

     

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

     

    (iii)  (A)
      If any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 6.02(d), then the last
      preceding Permitted Transferee shall be restored, to the extent permitted by
      law, to all rights as holder thereof retroactive to the date of registration
      of
      such Transfer of such Residual Certificate. The Securities Administrator shall
      be under no liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 6.02(d)
      or for making any payments due on such Certificate to the holder thereof or
      for
      taking any other action with respect to such holder under the provisions of
      this
      Agreement.

     

    (B)  If
      any
      purported Transferee shall become a holder of a Residual Certificate in
      violation of the restrictions in this Section 6.02(d) and to the extent
      that the retroactive restoration of the rights of the holder of such Residual
      Certificate as described in clause (iii)(A) above shall be invalid, illegal
      or
      unenforceable, then the Securities Administrator shall have the right, without
      notice to the holder or any prior holder of such Residual Certificate, to sell
      such Residual Certificate to a purchaser selected by the Securities
      Administrator on such terms as the Securities Administrator may choose. Such
      purported Transferee shall promptly endorse and deliver each Residual
      Certificate in accordance with the instructions of the Securities Administrator.
      Such purchaser may be the Securities Administrator itself or any Affiliate
      of
      the Securities Administrator. The proceeds of such sale, net of the commissions
      (which may include commissions payable to the Securities Administrator or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Securities
      Administrator to such purported Transferee. The terms and conditions of any
      sale
      under this clause (iii)(B) shall be determined in the sole discretion of the
      Securities Administrator, and the Securities Administrator shall not be liable
      to any Person having an Ownership Interest in a Residual Certificate as a result
      of its exercise of such discretion.

     

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

     

    (v)  The
      provisions of this Section 6.02(d) set forth prior to this subsection (v)
      may be modified, added to or eliminated, provided that there shall have been
      delivered to the Securities Administrator at the expense of the party seeking
      to
      modify, add to or eliminate any such provision the following:

     

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

     

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

     

    (d)  No
      transfer of the Class X Certificates shall be made unless the transferee of
      such
      Certificates provides to the Securities Administrator the appropriate tax
      certification form (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or
      W-8ECI, as applicable (or any successor form thereto)), as a condition to such
      transfer and agrees to update such forms (i) upon expiration of any such form,
      (ii) as required under then applicable U.S. Treasury regulations and (iii)
      promptly upon learning that any IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP
      or W-8ECI, as applicable (or any successor form thereto), has become obsolete
      or
      incorrect. Upon receipt of any such tax certification form from a transferee
      of
      any Class X Certificate, the Securities Administrator shall provide a copy
      of
      such tax certification form to the Supplemental Interest Trust Trustee. The
      Supplemental Interest Trust Trustee shall provide to the Swap Provider a copy
      of
      any such tax certification form received from the Securities
      Administrator.

     

    (e)  Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 9.11, the Securities Administrator
      shall execute, authenticate and deliver, in the name of the designated
      Transferee or Transferees, one or more new Certificates of the same Class of
      a
      like aggregate Percentage Interest.

     

    (f)  At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section 9.11. Whenever any Certificates are so
      surrendered for exchange, the Securities Administrator shall execute,
      authenticate and deliver, the Certificates which the Certificateholder making
      the exchange is entitled to receive. Every Certificate presented or surrendered
      for transfer or exchange shall (if so required by the Securities Administrator)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      in
      the form satisfactory to the Securities Administrator duly executed by, the
      Holder thereof or his attorney duly authorized in writing. In addition, with
      respect to the Residual Certificate, the holder thereof may exchange, in the
      manner described above, such Residual Certificate for two separate certificates,
      each representing such holder's respective Percentage Interest in the Class
      R-1
      Interest and the Class R-2 Interest, respectively, in each case that was
      evidenced by the Residual Certificate being exchanged.

     

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

     

    (h)  The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 6.02 shall not be an expense of the Trust Fund, the Securities
      Administrator, the Depositor or the Sponsor.

     

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

     

    Section
      6.03  Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (a)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and of the ownership thereof
      and
      (b) there is delivered to the Securities Administrator such security or
      indemnity as may be required by them to save each of them harmless, then, in
      the
      absence of notice to the Securities Administrator that such Certificate has
      been
      acquired by a bona fide purchaser, the Securities Administrator shall execute,
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
      and Percentage Interest. In connection with the issuance of any new Certificate
      under this Section 6.03, the Securities Administrator may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Securities Administrator) connected therewith. Any
      replacement Certificate issued pursuant to this Section 6.03 shall
      constitute complete and indefeasible evidence of ownership in the Trust Fund,
      as
      if originally issued, whether or not the lost, stolen or destroyed Certificate
      shall be found at any time. All Certificates surrendered to the Securities
      Administrator under the terms of this Section 6.03 shall be canceled and
      destroyed by the Securities Administrator in accordance with its standard
      procedures without liability on its part.

     

    Section
      6.04  Persons
      Deemed Owners.

     

    The
      Depositor, the Servicers, the Trustee, the Master Servicer, the Securities
      Administrator and any of their agents may treat the person in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions as provided in this Agreement and for all other purposes
      whatsoever, and none of the Depositor, the Servicers, the Trustee, the Master
      Servicer, the Securities Administrator nor any of their agents shall be affected
      by any notice to the contrary.

     

    Section
      6.05  Access
      to
      List of Certificateholders’ Names and Addresses.

     

    If
      three
      or more Certificateholders (a) request such information in writing from the
      Securities Administrator, (b) state that such Certificateholders desire to
      communicate with other Certificateholders with respect to their rights under
      this Agreement or under the Certificates, and (c) provide a copy of the
      communication that such Certificateholders propose to transmit or if the
      Depositor shall request such information in writing from the Securities
      Administrator, then the Securities Administrator shall, within ten Business
      Days
      after the receipt of such request, provide the Depositor or such
      Certificateholders at such recipients’ expense the most recent list of the
      Certificateholders of the Trust Fund held by the Securities Administrator,
      if
      any. The Depositor and every Certificateholder, by receiving and holding a
      Certificate, agree that the Securities Administrator shall not be held
      accountable by reason of the disclosure of any such information as to the list
      of the Certificateholders hereunder, regardless of the source from which such
      information was derived.

     

    Section
      6.06  Book-Entry
      Certificates.

     

    The
      Regular Certificates, upon original issuance, shall be issued in the form of
      one
      or more typewritten Certificates representing the Book- Entry Certificates,
      to
      be delivered to the Depository by or on behalf of the Depositor. Such
      Certificates shall initially be registered on the Certificate Register in the
      name of the Depository or its nominee, and no Certificate Owner of such
      Certificates will receive a definitive certificate representing such Certificate
      Owner’s interest in such Certificates, except as provided in Section 6.08.
      Unless and until definitive, fully registered Certificates (“Definitive
      Certificates”) have been issued to the Certificate Owners of such Certificates
      pursuant to Section 6.08:

     

    (a)  the
      provisions of this Section shall be in full force and effect;

     

    (b)  the
      Depositor and the Securities Administrator may deal with the Depository and
      the
      Depository Participants for all purposes (including the making of distributions)
      as the authorized representative of the respective Certificate Owners of such
      Certificates;

     

    (c)  registration
      of the Book-Entry Certificates may not be transferred by the Securities
      Administrator except to another Depository;

     

    (d)  the
      rights of the respective Certificate Owners of such Certificates shall be
      exercised only through the Depository and the Depository Participants and shall
      be limited to those established by law and agreements between the Owners of
      such
      Certificates and the Depository and/or the Depository Participants. Pursuant
      to
      the Depository Agreement, unless and until Definitive Certificates are issued
      pursuant to Section 6.08, the Depository will make book-entry transfers
      among the Depository Participants and receive and transmit distributions of
      principal and interest on the related Certificates to such Depository
      Participants;

     

    (e)  the
      Depository may collect its usual and customary fees, charges and expenses from
      its Depository Participants;

     

    (f)  the
      Depositor, the Servicers, the Trustee, the Master Servicer and the Securities
      Administrator may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its Depository Participants;
      and

     

    (g)  to
      the
      extent that the provisions of this Section conflict with any other
      provisions of this Agreement, the provisions of this Section shall
      control.

     

    For
      purposes of any provision of this Agreement requiring or permitting actions
      with
      the consent of, or at the direction of, Certificateholders evidencing a
      specified percentage of the aggregate unpaid principal amount of any Class
      of
      Certificates, such direction or consent may be given by Certificate Owners
      (acting through the Depository and the Depository Participants) owning
      Book-Entry Certificates evidencing the requisite percentage of principal amount
      of such Class of Certificates.

     

    Section
      6.07  Notices
      to Depository.

     

    Whenever
      any notice or other communication is required to be given to Certificateholders
      of a Class with respect to which Book-Entry Certificates have been issued,
      unless and until Definitive Certificates shall have been issued to the related
      Certificate Owners, the Securities Administrator shall give all such notices
      and
      communications to the Depository.

     

    Section
      6.08  Definitive
      Certificates.

     

    If,
      after
      Book-Entry Certificates have been issued with respect to any Certificates,
      (a)
      the Depositor or the Depository advises the Securities Administrator that the
      Depository is no longer willing or able to discharge properly its
      responsibilities under the Depository Agreement with respect to such
      Certificates and the Securities Administrator or the Depositor is unable to
      locate a qualified successor, (b) the Depositor, at its sole option, advises
      the
      Securities Administrator that it elects to terminate the book-entry system
      with
      respect to such Certificates through the Depository or (c) after the occurrence
      and continuation of either of the events described in clauses (a) or (b) above,
      Certificate Owners of such Book-Entry Certificates having not less than fifty
      one percent (51%) of the Voting Rights evidenced by any Class of Book-Entry
      Certificates advise the Securities Administrator and the Depository in writing
      through the Depository Participants that the continuation of a book-entry system
      with respect to Certificates of such Class through the Depository (or its
      successor) is no longer in the best interests of the Certificate Owners of
      such
      Class, then the Securities Administrator shall notify all Certificate Owners
      of
      such Certificates, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to applicable Certificate
      Owners requesting the same. The Depositor shall provide the Securities
      Administrator with an adequate inventory of certificates to facilitate the
      issuance and transfer of Definitive Certificates. Upon surrender to the
      Securities Administrator of any such Certificates by the Depository, accompanied
      by registration instructions from the Depository for registration, the
      Securities Administrator shall countersign and deliver such Definitive
      Certificates. Neither the Depositor nor the Securities Administrator shall
      be
      liable for any delay in delivery of such instructions and each may conclusively
      rely on, and shall be protected in relying on, such instructions. Upon the
      issuance of such Definitive Certificates, all references herein to obligations
      imposed upon or to be performed by the Depository shall be deemed to be imposed
      upon and performed by the Securities Administrator, to the extent applicable
      with respect to such Definitive Certificates and the Securities Administrator
      shall recognize the Holders of such Definitive Certificates as
      Certificateholders hereunder.

     

    Section
      6.09  Maintenance
      of Office or Agency.

     

    Certificates
      may be surrendered for registration of transfer or exchange at the applicable
      Corporate Trust Office of the Securities Administrator. The Securities
      Administrator will give prompt written notice to the Certificateholders of
      any
      change in such location of any such office or agency.

     

     

     

    ARTICLE
      VII


    THE
      DEPOSITOR, THE RELATED SERVICER AND THE MASTER SERVICER

     

    Section
      7.01  Liabilities
      of the Depositor, the related Servicer and the Master Servicer.

     

    Each
      of
      the Depositor, the related Servicer and the Master Servicer shall be liable
      in
      accordance herewith only to the extent of the obligations specifically imposed
      upon and undertaken by it herein.

     

    Section
      7.02  Merger
      or
      Consolidation of the Depositor, the related Servicer or the Master
      Servicer.

     

    (a)  Each
      of
      the Depositor and the related Servicer will keep in full force and effect its
      rights and franchises as a corporation (or other entity resulting from merger,
      conversion or consolidation to the extent permitted under this Section 7.02)
      under the laws of the state of its incorporation or formation, and
      will
      obtain and preserve its qualification to do business as a foreign corporation
      in
      each jurisdiction in which such qualification is or shall be necessary to
      protect the validity and enforceability of this Agreement, the Certificates
      or
      any of the Mortgage Loans and to perform its duties under this
      Agreement.
      The
      Master Servicer will keep in full force and effect its existence, rights and
      franchises as a national banking association, and will obtain and preserve
      its
      qualification to do business as a foreign corporation in each jurisdiction
      in
      which such qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its duties under this Agreement.

     

    (b)  The
      Depositor, the related Servicer or the Master Servicer may be merged, converted,
      or consolidated, and any Person resulting from any merger, conversion, or
      consolidation to which the Depositor, such Servicer or the Master Servicer
      shall
      be a party, or any Person succeeding to the business of the Depositor, the
      related Servicer or the Master Servicer shall be the successor of the Depositor,
      such Servicer or the Master Servicer hereunder, without the execution or filing
      of any paper or further act on the part of any of the parties hereto, anything
      herein to the contrary notwithstanding, provided that any Successor Servicer
      shall have represented that it meets the eligibility criteria set forth in
      Section 8.02.

     

    Section
      7.03  Indemnification
      of the Depositor and Servicing Function Participants.

     

    (a)  The
      Depositor agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, any claim or legal action
      (including any pending or threatened claim or legal action) relating to this
      Agreement or the Certificates (i) related to the Depositor’s failure to perform
      its duties in compliance with this Agreement (except as any such loss, liability
      or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii)
      incurred by reason of the Depositor’s willful misfeasance, bad faith or gross
      negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder. This indemnity shall survive
      the
      resignation of and the termination of this Agreement.

     

    (b)  The
      related Servicer agrees to indemnify the Indemnified Persons for, and to hold
      them harmless against, any loss, liability or expense (including reasonable
      legal fees and disbursements of counsel) incurred on their part that may be
      sustained in connection with, arising out of, or relating to, any claim or
      legal
      action (including any pending or threatened claim or legal action) relating
      to
      such Servicer’s gross negligence in the performance of its duties under this
      Agreement or failure to service the related Mortgage Loans in material
      compliance with the terms of this Agreement and for a material breach of any
      representation, warranty or covenant of such Servicer contained herein. The
      related Servicer shall immediately notify the Trustee if a claim is made by
      a
      third party with respect to this Agreement or the Mortgage Loans, assume (with
      the consent of the Trustee and with counsel reasonably satisfactory to the
      Trustee) the defense of any such claim and pay all expenses in connection
      therewith, including counsel fees, and promptly appeal or pay, discharge and
      satisfy any judgment or decree which may be entered against it or any
      Indemnified Person in respect of such claim, but failure to so notify the
      related Servicer shall not limit its obligations hereunder. The related Servicer
      agrees that it will not enter into any settlement of any such claim without
      the
      consent of the Indemnified Persons unless such settlement includes an
      unconditional release of such Indemnified Persons from all liability that is
      the
      subject matter of such claim. The provisions of this Section 7.03(b) shall
      survive termination of this Agreement.

     

    (c)  Each
      Servicing Function Participant shall indemnify and hold harmless the related
      Servicer, the Master Servicer, the Securities Administrator, the Trustee, the
      Depositor and the Sponsor and their respective directors, officers, employees,
      agents, and affiliates from and against any and all claims, losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon (a) any
      breach by such party of any if its obligations hereunder, including particularly
      its obligations to provide any Assessment of Compliance, Attestation Report,
      Compliance Statement, Back-up Certification or any information, data or
      materials required to be included in any Exchange Act report, (b) any material
      misstatement or material omission in any information, data or materials required
      to be contained in (i) any compliance certificate delivered by the such party
      pursuant to Section 3.13 of this Agreement, (ii) any assessment or attestation
      delivered by such party pursuant to Section 3.14 of this Agreement, (iii) any
      back-up certification (in the form of Exhibit M)
      delivered by such party pursuant to Section 3.18 of this Agreement or (iv)
      any
      disclosure materials delivered by such party pursuant to Section 5.14 or (c)
      the
      negligence, bad faith or willful misconduct of such party in connection with
      its
      performance hereunder. If the indemnification provided for herein is unavailable
      or insufficient to hold harmless the related Servicer, the Master Servicer,
      the
      Securities Administrator, the Trustee, the Depositor and the Sponsor, then
      each
      such party agrees that it shall contribute to the amount paid or payable by
      the
      Master Servicer, the Securities Administrator, the Trustee, the Depositor and
      the Sponsor as a result of any claims, losses, damages or liabilities incurred
      by Master Servicer, the Securities Administrator, the Trustee, the Depositor
      and
      the Sponsor in such proportion as is appropriate to reflect the relative fault
      of the Master Servicer, the Securities Administrator, the Trustee, the Depositor
      and the Sponsor on the one hand and such party on the other. This indemnity
      shall survive the termination or resignation of the parties hereto or the
      termination of this Agreement.

     

    Section
      7.04  Limitations
      on Liability of the Depositor, Securities Administrator, Master Servicer, the
      related Servicer and Others.

     

    Subject
      to the obligation of the Depositor and the related Servicer to indemnify the
      Indemnified Persons pursuant to Section 7.03:

     

    (a)  Neither
      the Depositor, the Securities Administrator, the Master Servicer nor any of
      the
      directors, officers, employees or agents of the Depositor, the Securities
      Administrator and the Master Servicer shall be under any liability to the
      Indemnified Persons, the Trust Fund or the Certificateholders for taking any
      action or for refraining from taking any action in good faith pursuant to this
      Agreement, or for errors in judgment; provided, however, that this provision
      shall not protect the Depositor, the Securities Administrator, the Master
      Servicer or any such Person against any breach of warranties, representations
      or
      covenants made herein or against any specific liability imposed on any such
      Person pursuant hereto or against any liability which would otherwise be imposed
      by reason of such Person’s willful misfeasance, bad faith or gross negligence in
      the performance of duties or by reason of reckless disregard of obligations
      and
      duties hereunder.

     

    (b)  The
      Depositor, the Securities Administrator, the Master Servicer and any director,
      officer, employee or agent of the Depositor, the Securities Administrator and
      the Master Servicer may rely in good faith on any document of any kind prima
      facie properly executed and submitted by any Person respecting any matters
      arising hereunder.

     

    (c)  The
      Depositor, the Securities Administrator, the Master Servicer, the related
      Servicer, the Trustee, the Custodian and any director, officer, employee or
      agent of the Depositor, the Securities Administrator, the Master Servicer,
      the
      related Servicer, the Trustee or the Custodian shall be indemnified by the
      Trust
      Fund and held harmless thereby against any loss, liability or expense (including
      reasonable legal fees and disbursements of counsel) incurred on their part
      that
      may be sustained in connection with, arising out of, or relating to this
      Agreement, the Custodial Agreement or the Certificates (including any pending
      or
      threatened claim or legal action), other than (i) with respect to the related
      Servicer, such loss, liability or expense related to the Servicer’s failure to
      perform its duties in compliance with this Agreement (except as any such loss,
      liability or expense shall be otherwise reimbursable pursuant to this Agreement)
      or, with respect to the Custodian, to the Custodian’s failure to perform its
      duties hereunder, (ii) with respect to the Servicer, any such loss, liability
      or
      expense incurred by reason of the related Servicer’s willful misfeasance, bad
      faith or gross negligence in the performance of its duties hereunder or (iii)
      with respect to Custodian, any such loss, liability or expense incurred by
      reason of the Custodian’s willful misfeasance, bad faith or gross negligence in
      the performance of its duties hereunder.

     

    (d)  The
      Depositor the Securities Administrator or the Master Servicer shall not be
      under
      any obligation to appear in, prosecute or defend any legal action that is not
      incidental to its duties under this Agreement and that in its opinion may
      involve it in any expense or liability; provided, however, that each of the
      Depositor, the Securities Administrator and the Master Servicer may in its
      discretion, undertake any such action which it may deem necessary or desirable
      with respect to this Agreement and the rights and duties of the parties hereto
      and the interests of the Certificateholders hereunder. In such event, the legal
      expenses and costs of such action and any liability resulting therefrom (except
      any loss, liability or expense incurred by reason of willful misfeasance, bad
      faith or gross negligence in the performance of duties hereunder or by reason
      of
      reckless disregard of obligations and duties hereunder) shall be expenses,
      costs
      and liabilities of the Trust Fund, and the Depositor, the Securities
      Administrator and the Master Servicer shall be entitled to be reimbursed
      therefor out of the Distribution Account as provided by Section 3.32.
      Nothing in this Subsection 7.04(d) shall affect the Master Servicer’s obligation
      to take such actions as are necessary to ensure the servicing and administration
      of the Mortgage Loans pursuant to this Agreement.

     

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

     

    (f)  The
      Trustee shall not be liable for any acts or omissions of any Servicer, the
      Depositor or the Custodian.

     

    Section
      7.05  The
      related Servicer Not to Resign.

     

    (a)  The
      related Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon the determination that its duties hereunder are no longer
      permissible under applicable law or the performance of such duties are no longer
      possible in order to comply with applicable law and such incapacity or
      impossibility cannot be cured by the related Servicer. Any determination
      permitting the resignation of the related Servicer shall be evidenced by an
      Opinion of Counsel to such effect delivered to the Master Servicer which Opinion
      of Counsel shall be in form and substance acceptable to the Master Servicer.
      No
      appointment of a successor to the related Servicer shall be effective hereunder
      unless (a) the Rating Agencies have confirmed in writing that such appointment
      will not result in a downgrade, qualification or withdrawal of the then current
      ratings assigned to the Certificates, (b) such successor shall have represented
      that it is meets the eligibility criteria set forth in Section 8.02 and (c)
      such successor has agreed in writing to assume the obligations of the related
      Servicer hereunder. The related Servicer shall provide a copy of the written
      confirmation of the Rating Agencies and the agreement executed by such successor
      to the Master Servicer. No such resignation shall become effective until a
      successor servicer or the Master Servicer shall have assumed the related
      Servicer’s responsibilities and obligations hereunder. The related Servicer
      shall notify the Master Servicer and the Rating Agencies of its
      resignation.

     

    (b)  Except
      as
      expressly provided herein, the related Servicer shall not assign or transfer
      any
      of its rights, benefits or privileges hereunder to any other Person, or delegate
      to or subcontract with, or authorize or appoint any other Person to perform
      any
      of the duties, covenants or obligations to be performed by such Servicer
      hereunder. The foregoing prohibition on assignment shall not prohibit the
      related Servicer from designating a Subservicer as payee of any indemnification
      amount payable to the related Servicer hereunder; provided, however, that as
      provided in Section 3.03, no Subservicer or Subcontractor shall be a
      third-party beneficiary hereunder and the parties hereto shall not be required
      to recognize any Subservicer or Subcontractor as an indemnitee under this
      Agreement.

     

    Section
      7.06  Termination
      of the related Servicer Without Cause; Appointment of Special
      Servicer.

     

    (a)  For
      so
      long as the Sponsor retains ownership of the servicing rights with respect
      to
      any of the Mortgage Loans, the Sponsor may, at its option, terminate the
      servicing responsibilities of the related Servicer hereunder with respect to
      such Mortgage Loans without cause. No such termination shall become effective
      unless and until a successor to such Servicer shall have been appointed to
      service and administer the related Mortgage Loans pursuant to the terms and
      conditions of this Agreement. No appointment shall be effective unless (i)
      such
      successor servicer meets the eligibility criteria contained in
      Section 8.02, (ii) the Master Servicer shall have consented to such
      appointment, (iii) the Rating Agencies have been notified in writing of such
      appointment and such successor servicer meets the Minimum Servicing
      Requirements, (iv) such successor has agreed to assume the obligations of the
      related Servicer hereunder to the extent of the related Mortgage Loans and
      (v)
      all amounts reimbursable to the related Servicer pursuant to the terms of this
      Agreement shall have been paid to the related Servicer by the successor
      appointed pursuant to the terms of this Section 7.06 or by the Sponsor
      including without limitation, all unreimbursed Advances and Servicing Advances
      made by the related Servicer and all out-of-pocket expenses of the related
      Servicer incurred in connection with the transfer of servicing to such
      successor. The Sponsor shall provide a copy of the written confirmation of
      the
      Rating Agencies and the agreement executed by such successor to the Trustee
      and
      the Master Servicer.

     

    The
      rights of the Sponsor to terminate the related Servicer pursuant to this Section
      7.06(a) will cease to exist if the Sponsor sells or otherwise divests itself
      of
      its ownership of the servicing rights with respect to the Mortgage Loans;
      provided, however, that this Section 7.06(a) will be operative at any time
      the
      Sponsor retains or comes into possession of such servicing rights.

     

    (b)  In
      addition, the Sponsor may, at its option, appoint a special servicer with
      respect to certain of the Mortgage Loans. The Sponsor and the related Servicer
      shall negotiate in good faith with any proposed special servicer with respect
      to
      the duties and obligations of such special servicer with respect to any such
      Mortgage Loan. Any Subservicing Agreement shall contain terms and provisions
      not
      inconsistent with this Agreement and shall obligate the special servicer to
      service such Mortgage Loans in accordance with Accepted Servicing Practices.
      The
      fee payable to the special servicer for the performance of such duties and
      obligations will paid from the Servicing Fee collected by the related Servicer
      with respect to each such Mortgage Loan and will be remitted to such special
      servicer by the related Servicer. 

     

    Section
      7.07  Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon determination that its duties hereunder are no longer
      permissible under applicable law. Any such determination pursuant to the
      preceding sentence permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel to such effect obtained at the expense of
      the
      Master Servicer and delivered to the Trustee and the Rating Agencies. No
      resignation of the Master Servicer shall become effective until the Trustee
      or a
      successor Master Servicer meeting the criteria specified in Section 7.08
      shall have assumed the Master Servicer’s responsibilities, duties, liabilities
      (other than those liabilities arising prior to the appointment of such
      successor) and obligations under this Agreement.

     

    Section
      7.08  Assignment
      of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accepting such assignment and
      delegation and assuming the obligations of the Master Servicer hereunder (a)
      shall have a net worth of not less than $15,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, which contains an assumption
      by such Person of the due and punctual performance and observance of each
      covenant and condition to be performed or observed by it as master servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning the master servicing shall deliver to the Trustee
      an
      officer’s certificate and an Opinion of Independent counsel, each stating that
      all conditions precedent to such action under this Agreement have been completed
      and such action is permitted by and complies with the terms of this Agreement.
      No such assignment or delegation shall affect any liability of the Master
      Servicer arising out of acts or omissions prior to the effective date
      thereof.

     

    Section
      7.09  Rights
      of
      the Depositor in Respect of the related Servicer and the Master
      Servicer.

     

    Each
      of
      the Master Servicer and the related Servicer shall afford (and any Subservicing
      Agreement shall provide that each Subservicer or Subcontractor shall afford)
      the
      Depositor and the Trustee, upon reasonable notice, during normal business hours,
      access to all records maintained by the Master Servicer or the related Servicer
      (and any such Subservicer or Subcontractor) in respect of the related Servicer’s
      rights and obligations hereunder and access to officers of the Master Servicer
      or the related Servicer (and those of any such Subservicer or Subcontractor)
      responsible for such obligations, and the Master Servicer shall have access
      to
      all such records maintained by the related Servicer and any Subservicers. Upon
      request, each of the Master Servicer and the related Servicer shall furnish
      to
      the Depositor and the Trustee its (and any such Subservicer’s or
      Subcontractor’s) most recent financial statements and such other information
      relating to the Master Servicer’s or the related Servicer’s capacity to perform
      its obligations under this Agreement as it possesses (and that any such
      Subservicer or Subcontractor possesses). To the extent the Depositor and the
      Trustee are informed that such information is not otherwise available to the
      public, the Depositor and the Trustee shall not disseminate any information
      obtained pursuant to the preceding two sentences without the Master Servicer’s
      or the related Servicer’s written consent, except as required pursuant to this
      Agreement or to the extent that it is appropriate to do so (i) to its legal
      counsel, auditors, taxing authorities or other governmental agencies and the
      Certificateholders, (ii) pursuant to any law, rule, regulation, order, judgment,
      writ, injunction or decree of any court or governmental authority having
      jurisdiction over the Depositor and the Trustee or the Trust Fund, and in any
      case, the Depositor or the Trustee, (iii) disclosure of any and all information
      that is or becomes publicly known, or information obtained by the Trustee from
      sources other than the Depositor, the related Servicer or the Master Servicer,
      (iv) disclosure as required pursuant to this Agreement or (v) disclosure of
      any
      and all information (A) in any preliminary or final offering circular,
      registration statement or contract or other document pertaining to the
      transactions contemplated by the Agreement approved in advance by the Depositor,
      the related Servicer or the Master Servicer or (B) to any affiliate, independent
      or internal auditor, agent, employee or attorney of the Trustee having a need
      to
      know the same, provided that the Trustee advises such recipient of the
      confidential nature of the information being disclosed, shall use its best
      efforts to assure the confidentiality of any such disseminated non-public
      information. Nothing in this Section 7.09 shall limit the obligation of the
      related Servicer to comply with any applicable law prohibiting disclosure of
      information regarding the Mortgagors and the failure of the related Servicer
      to
      provide access as provided in this Section 7.09 as a result of such
      obligation shall not constitute a breach of this Section. Nothing in this
      Section 7.09 shall require the related Servicer to collect, create, collate
      or otherwise generate any information that it does not generate in its usual
      course of business. The related Servicer shall not be required to make copies
      of
      or ship documents to any party unless provisions have been made for the
      reimbursement of the costs thereof. The Depositor may, but is not obligated
      to,
      enforce the obligations of the Master Servicer and the related Servicer under
      this Agreement and may, but is not obligated to, perform, or cause a designee
      to
      perform, any defaulted obligation of the Master Servicer or the related Servicer
      under this Agreement or exercise the rights of the Master Servicer or the
      related Servicer under this Agreement; provided that neither the Master Servicer
      nor the related Servicer shall be relieved of any of its obligations under
      this
      Agreement by virtue of such performance by the Depositor or its designee. The
      Depositor shall not have any responsibility or liability for any action or
      failure to act by the Master Servicer or the related Servicer and is not
      obligated to supervise the performance of the Master Servicer or the related
      Servicer under this Agreement or otherwise.

     

     

     

    ARTICLE
      VIII


    DEFAULT;
      TERMINATION OF SERVICER AND MASTER SERVICER

     

    Section
      8.01  Events
      of
      Default.

     

    (a)  In
      case
      one or more of the following events of default by a Servicer (each, a “Servicer
      Default”) shall occur and be continuing, that is to say:

     

    (i)  any
      failure by such Servicer to remit to the Securities Administrator any payment
      required to be made under the terms of this Agreement which continues unremedied
      for a period of two (2) Business Days; or

     

    (ii)  failure
      on the part of a
      Servicer to
      duly
      observe or perform in any material respect any other of the covenants or
      agreements on the part of such Servicer set forth in this Agreement (other
      than
      those described in (viii) and (ix) below), the breach of which has a material
      adverse effect and which continue unremedied for a period of thirty days after
      the date on which written notice of such failure, requiring the same to be
      remedied, shall have been given to such Servicer by the Master Servicer or
      to
      such Servicer and the Master Servicer by the holders of Certificates evidencing
      not less than twenty-five percent (25%) of the Voting Rights evidenced by the
      Certificates; or

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      bankruptcy, readjustment of debt, marshaling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs, shall
      have been entered against such Servicer and such decree or order shall have
      remained in force undischarged or unstayed for a period of sixty days;
      or

     

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

     

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

     

    (vi)  such
      Servicer attempts to assign its right to servicing compensation hereunder (other
      than any payment by such Servicer to the Sponsor of any portion of the Servicing
      Fee payable to such Servicer as provided in a separate side letter between
      the
      Sponsor and such Servicer) or such Servicer attempts to sell or otherwise
      dispose of all or substantially all of its property or assets or to assign
      this
      Agreement or the servicing responsibilities hereunder or to delegate its duties
      hereunder or any portion thereof except, in each case as otherwise permitted
      herein; or

     

    (vii)  such
      Servicer ceases to be qualified to transact business in any jurisdiction where
      it is currently so qualified, but only to the extent such non-qualification
      materially and adversely affects such Servicer’s ability to perform its
      obligations hereunder; or

     

    (viii)  so
      long
      as the Trust Fund is subject to Exchange Act reporting requirements, failure
      by
      such Servicer to duly perform, within the required time period, its obligations
      under Sections 3.13, 3.14, 3.18 or 5.14, which default shall not be subject
      to notice or a cure period; or

     

    (ix)  after
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, any
      failure by such Servicer to duly perform, within the required time period,
      its
      obligation to provide the annual statements of compliance and attestation
      reports described in Sections 3.13 and 3.14 hereof, which failure continues
      unremedied for a period of ten (10) Business Days after the date on which
      written notice of such failure, requiring the same to be remedied, has been
      given to such Servicer by the Master Servicer; or

     

    (x)  any
      failure by such Servicer (or any successor thereto) to provide, within the
      required time period set forth in Section 3.28 hereof, any required reports
      or
      data pertaining to the related Mortgage Loans, which failure continues
      unremedied for a period of thirty (30) days after the date on which written
      notice of such failure, requiring the same to be remedied, has been given to
      such Servicer (or any successor thereto) by the Master Servicer; or

     

    (xi)  with
      respect to Wells Fargo only, an event of default by Wells Fargo under the
      Servicing Agreement

     

    then,
      and
      in each and every such case, so long as a Servicer Default with respect to
      GMACM
      or any successor shall not have been remedied, the Master Servicer, by notice
      in
      writing to the related Servicer shall with respect to a payment default by
      such
      Servicer pursuant to Section 8.01(i) of this Agreement and, upon the
      occurrence and continuance of any other Servicer Default with respect to GMACM
      or any successor, may, and, at the written direction of Certificateholders
      evidencing not less than 25% of the Voting Rights shall, in addition to whatever
      rights the Trustee on behalf of the Certificateholders may have under
      Section 7.03 of this Agreement and at law or equity to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of such Servicer under this Agreement and in and to the related
      Mortgage Loans and the proceeds thereof without compensating such Servicer
      for
      the same with respect to a default by such Servicer. In connection with the
      occurrence of a Servicer Default by Wells Fargo which shall not have been
      remedied, the Master Servicer shall notify the Trustee and the Trustee, by
      notice in writing to such Servicer, shall with respect to a payment default
      by
      such Servicer pursuant to the Servicing Agreement, and upon the occurrence
      and
      continuance of any other Servicer Default by such Servicer, may, and at the
      written direction of Certificateholders evidencing not less than 25% of the
      Voting Rights shall, in addition to whatever rights the Trustee on behalf of
      the
      Certificateholders may have under the Servicing Agreement and at law or equity
      to damages, including injunctive relief and specific performance, terminate
      the
      rights and obligations of such Servicer under the Servicing Agreement and in
      and
      to the related Mortgage Loans and the proceeds thereof without compensating
      such
      Servicer for the same with respect to a default by such Servicer. On or after
      the receipt by such Servicer of such written notice, all authority and power
      of
      the defaulting Servicer under this Agreement or the Servicing Agreement, as
      applicable, whether with respect to the related Mortgage Loans or otherwise,
      shall pass to and be vested in the Master Servicer or the Trustee, as
      applicable. Upon written request from the Master Servicer or the Trustee, as
      applicable, the defaulting Servicer shall prepare, execute and deliver, any
      and
      all documents and other instruments, place in the Trustee’s (or its Custodian’s)
      possession all Mortgage Files relating to the related Mortgage Loans, and do
      or
      accomplish all other acts or things necessary or appropriate to effect the
      purposes of such notice of termination, whether to complete the transfer and
      endorsement or assignment of the related Mortgage Loans and related documents,
      or otherwise, at such Servicer’s sole expense. The defaulting Servicer shall
      cooperate with the Master Servicer or the Trustee, as applicable in effecting
      the termination of such Servicer’s responsibilities and rights hereunder or
      under the Servicing Agreement, as applicable, including, without limitation,
      the
      transfer to such successor for administration by it of all cash amounts which
      shall at the time be credited by the defaulting Servicer to the related
      Custodial Account or Escrow Account or thereafter received with respect to
      the
      related Mortgage Loans or any related REO Property (provided, however, that
      the
      defaulting Servicer shall continue to be entitled to receive all amounts accrued
      or owing to it under this Agreement or the Servicing Agreement, as applicable,
      on or prior to the date of such termination, whether in respect of Advances,
      Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall
      continue to be entitled to the benefits of Section 7.04 of this Agreement
      or the benefits under the Servicing Agreement, as applicable, notwithstanding
      any such termination, with respect to events occurring prior to such
      termination). Neither Master Servicer nor the Trustee shall have knowledge
      of a
      Servicer Default unless a Responsible Officer of the Master Servicer or the
      Trustee, as applicable, has actual knowledge or unless written notice of any
      Servicer Default is received by the Master Servicer or the Trustee, as
      applicable, at its address for notice and such notice references the
      Certificates, the Trust Fund or this Agreement.

     

    (b)  In
      case
      one or more of the following events of default by the Master Servicer (each,
      a
“Master Servicer Default”) shall occur and be continuing, that is to
      say:

     

    (i)  any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement, or the breach by the Master
      Servicer of any representation and warranty contained in Section 2.03,
      which continues unremedied for a period of thirty (30) days after the date
      on
      which written notice of such failure, requiring the same to be remedied, shall
      have been given to the Master Servicer by the Depositor or the Trustee or to
      the
      Master Servicer, the Depositor and the Trustee by the Holders of Certificates
      entitled to at least twenty-five percent (25%) of the Voting Rights;
      or

     

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

     

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

     

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

     

    (v)  so
      long
      as the Trust Fund is subject to Exchange Act reporting requirements, failure
      by
      the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 3.13, 3.14, 3.18 or 5.14.

     

    If
      a
      Master Servicer Default shall occur, then, and in each and every such case,
      so
      long as such Master Servicer Default shall not have been remedied, the Depositor
      or the Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the Master Servicer (and to the Depositor if given by the Trustee
      or
      to the Trustee if given by the Depositor) with a copy to each Rating Agency,
      terminate all of the rights and obligations of the Master Servicer in its
      capacity as Master Servicer under this Agreement, to the extent permitted by
      law, and in and to the Mortgage Loans and the proceeds thereof. On or after
      the
      receipt by the Master Servicer of such written notice, all authority and power
      of the Master Servicer under this Agreement, whether with respect to the
      Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
      or otherwise including, without limitation, the compensation payable to the
      Master Servicer under this Agreement, shall pass to and be vested in the Trustee
      pursuant to and under this Section, and, without limitation, the Trustee is
      hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
      and deliver, on behalf of and at the expense of the Master Servicer, any and
      all
      documents and other instruments and to do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement or assignment of the Mortgage
      Loans and related documents, or otherwise. The Master Servicer agrees promptly
      (and in any event no later than ten Business Days subsequent to such notice)
      to
      provide the Trustee with all documents and records requested by it to enable
      it
      to assume the Master Servicer’s functions under this Agreement, and to cooperate
      with the Trustee in effecting the termination of the Master Servicer’s
      responsibilities and rights under this Agreement (provided, however, that the
      Master Servicer shall continue to be entitled to receive all amounts accrued
      or
      owing to it under this Agreement on or prior to the date of such termination
      and
      shall continue to be entitled to the benefits of Section 7.03,
      notwithstanding any such termination, with respect to events occurring prior
      to
      such termination). For purposes of this Section 8.01, the Trustee shall not
      be deemed to have knowledge of a Master Servicer Default unless a Responsible
      Officer of the Trustee assigned to and working in the Trustee’s Corporate Trust
      Office has actual knowledge thereof or unless written notice of any event which
      is in fact such a Master Servicer Default is received by the Trustee and such
      notice references the Certificates, the Trust Fund or this Agreement. The
      Trustee shall promptly notify the Rating Agencies of the occurrence of a Master
      Servicer Default of which it has knowledge as provided above.

     

    Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $15,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of a master servicer, like the
      Master Servicer.

     

    To
      the
      extent that the costs and expenses of the Trustee related to the termination
      of
      the Master Servicer, appointment of a successor Master Servicer or the transfer
      and assumption of the master servicing by the Trustee (including, without
      limitation, (i) all legal costs and expenses and all due diligence costs and
      expenses associated with an evaluation of the potential termination of the
      Master Servicer as a result of a Master Servicer Default and (ii) all costs
      and
      expenses associated with the complete transfer of the master servicing,
      including all servicing files and all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      successor Master Servicer to correct any errors or insufficiencies in the
      servicing data or otherwise to enable the successor Master Servicer to master
      service the Mortgage Loans in accordance with this Agreement) are not fully
      and
      timely reimbursed by the terminated Master Servicer, the Trustee shall be
      entitled to reimbursement of such costs and expenses from the Distribution
      Account. Neither the Trustee nor any other successor master servicer shall
      be
      deemed to be in default hereunder by reason of any failure to make, or any
      delay
      in making, any distribution hereunder or any portion thereof or any failure
      to
      perform, or any delay in performing, any duties or responsibilities hereunder,
      in either case caused by the failure of the Master Servicer to deliver or
      provide, or any delay in delivering or providing, any cash, information,
      documents or records to it. Furthermore, neither the Trustee nor any other
      successor master servicer shall be liable for any acts or omissions of the
      terminated Master Servicer.

     

    Section
      8.02  Master
      Servicer or Trustee to Act; Appointment of Successor.

     

    On
      and
      after the time a Servicer receives a notice of termination pursuant to
      Section 8.01 of this Agreement or pursuant to the Servicing Agreement, the
      Master Servicer or the Trustee, as applicable, shall become the successor to
      such Servicer with respect to the transactions set forth or provided for herein
      and after a transition period (not to exceed 90 days), shall be subject to
      all
      the responsibilities, duties and liabilities relating thereto placed on the
      terminated Servicer by the terms and provisions hereof or the Servicing
      Agreement, as applicable, and applicable law including the obligation to make
      Advances pursuant to Article V hereof or the Servicing Agreement, as applicable,
      except as otherwise provided herein or therein; provided, however, that the
      Master Servicer’s or the Trustee’s obligation to make Advances in its capacity
      as Successor Servicer shall not be subject to such 90-day transition period
      and
      the Master Servicer or the Trustee, as applicable, will make any Advance
      required to be made by the terminated Servicer on the Distribution Date on
      which
      the terminated Servicer was required to make such Advance. Effective on the
      date
      of such notice of termination, as compensation therefor, the Master Servicer
      or
      the Trustee, as applicable, shall be entitled to all fees, costs and expenses
      relating to the related Mortgage Loans that the terminated Servicer would have
      been entitled to if it had continued to act hereunder or under the Servicing
      Agreement, as applicable, provided, however, that neither the Master Servicer
      nor the Trustee shall be (i) liable for any acts or omissions of the terminated
      Servicer, (ii) obligated to make Advances if it is prohibited from doing so
      under applicable law or determines that such Advance, if made, would constitute
      a Nonrecoverable Advance, (iii) responsible for expenses of the terminated
      Servicer pursuant to Section 2.03 of this Agreement or pursuant to the
      Servicing Agreement or (iv) obligated to deposit losses on any Permitted
      Investment directed by the terminated Servicer. Notwithstanding the foregoing,
      the Master Servicer or the Trustee, as applicable, may, if it shall be unwilling
      to so act, or shall, if it is prohibited by applicable law from making Advances
      pursuant to Article VI of this Agreement or if it is otherwise unable to so
      act,
      appoint, or petition a court of competent jurisdiction to appoint, any
      established mortgage loan servicing institution the appointment of which does
      not adversely affect the then current rating of the Certificates by each Rating
      Agency as the successor to the terminated Servicer hereunder in the assumption
      of all or any part of the responsibilities, duties or liabilities of the
      terminated Servicer hereunder or under the Servicing Agreement. Any Successor
      Servicer shall (i) be an institution that is a Fannie Mae and Freddie Mac
      approved seller/servicer in good standing, that has a net worth of at least
      $15,000,000 and (ii) be willing to act as successor servicer of the related
      Mortgage Loans under this Agreement or under the Servicing Agreement, and shall
      have executed and delivered to the Depositor and the Trustee an agreement
      accepting such delegation and assignment, that contains an assumption by such
      Person of the rights, powers, duties, responsibilities, obligations and
      liabilities of the terminated Servicer (other than any liabilities of the
      terminated Servicer hereof incurred prior to termination of such Servicer under
      Section 8.01 of this Agreement or under the Servicing Agreement, as
      applicable), with like effect as if originally named as a party to this
      Agreement or under the Servicing Agreement, provided that each Rating Agency
      shall have acknowledged in writing that its rating of the Certificates in effect
      immediately prior to such assignment and delegation will not be qualified or
      reduced as a result of such assignment and delegation. If the Master Servicer
      assumes the duties and responsibilities of the terminated Servicer in accordance
      with this Section 8.02, the Master Servicer or the Trustee, as applicable,
      shall not resign as servicer until a Successor Servicer has been appointed
      and
      has accepted such appointment. Pending appointment of a successor to the
      terminated Servicer hereunder or under this Servicing Agreement, the Master
      Servicer or the Trustee, as applicable, unless such party is prohibited by
      law
      from so acting, shall act in such capacity as hereinabove provided. In
      connection with such appointment and assumption, the Master Servicer or the
      Trustee, as applicable, may make such arrangements for the compensation of
      such
      successor out of payments on the Mortgage Loans or otherwise as it and such
      successor shall agree; provided that no such compensation shall be in excess
      of
      that permitted the terminated Servicer hereunder or under this Servicing
      Agreement. The Master Servicer or the Trustee, as applicable and such successor
      shall take such action, consistent with this Agreement, as shall be necessary to
      effectuate any such succession. Neither the Master Servicer nor any other
      Successor Servicer shall be deemed to be in default hereunder by reason of
      any
      failure to make, or any delay in making, any distribution hereunder or any
      portion thereof or any failure to perform, or any delay in performing, any
      duties or responsibilities hereunder, in either case caused by the failure
      of
      the terminated Servicer to deliver or provide, or any delay in delivering or
      providing, any cash, information, documents or records to it.

     

    The
      costs
      and expenses of the Master Servicer or the Trustee, as applicable, in connection
      with the termination of the terminated Servicer, appointment of a Successor
      Servicer and, if applicable, any transfer of servicing, including, without
      limitation, all costs and expenses associated with the complete transfer of
      all
      servicing data and the completion, correction or manipulation of such servicing
      data as may be required by the Master Servicer or the Trustee, as applicable,
      to
      correct any errors or insufficiencies in the servicing data or otherwise to
      enable the Master Servicer, the Trustee or the Successor Servicer to service
      the
      related Mortgage Loans properly and effectively, to the extent not paid by
      the
      terminated Servicer as may be required herein shall be payable to the Master
      Servicer or the Trustee, as applicable, from the Distribution Account pursuant
      to Section 3.32. Any successor to the terminated Servicer as successor
      servicer under this Agreement shall give notice to the applicable Mortgagors
      of
      such change of servicer and shall, during the term of its service as successor
      servicer maintain in force the policy or policies that the terminated Servicer
      is required to maintain pursuant to Section 3.05 of this Agreement or
      pursuant to the Servicing Agreement. Notwithstanding anything herein to the
      contrary, in no event shall the Trustee be liable for any Servicing Fee or
      Master Servicing Fee or for any differential in the amount of the Servicing
      Fee
      or Master Servicing Fee paid herunder and the amount necessary to induce any
      successor servicer or successor master servicer to act as successor servicer
      or
      successor master servicer, as applicable, under this Agreement and the
      transactions set forth or provided for herein.

     

    Section
      8.03  Notification
      to Certificateholders.

     

    (a)  Upon
      any
      termination of or appointment of a successor to a Servicer or the Master
      Servicer, the Trustee shall give prompt written notice thereof to
      Certificateholders and to each Rating Agency.

     

    (b)  Within
      sixty (60) days after the occurrence of any Servicer Default or Master Servicer
      Default, the Trustee shall transmit by mail to all Certificateholders notice
      of
      each such Servicer Default or Master Servicer Default hereunder known to the
      Trustee, unless such default shall have been cured or waived.

     

    Section
      8.04  Waiver
      of
      Servicer Defaults and Master Servicer Defaults.

     

    The
      Trustee may waive only by written notice from Certificateholders evidencing
      66-2/3% of the Voting Rights (unless such default materially and adversely
      affects all Certificateholders, in which case the written direction shall be
      from all of the Certificateholders) any default by a Servicer or the Master
      Servicer in the performance of its obligations hereunder or under the Servicing
      Agreement and its consequences. Upon any such waiver of a past default, such
      default shall cease to exist, and any Servicer Default or Master Servicer
      Default arising therefrom shall be deemed to have been remedied for every
      purpose of this Agreement. No such waiver shall extend to any subsequent or
      other default or impair any right consequent thereon except to the extent
      expressly so waived.

     

     

     

    ARTICLE
      IX


    CONCERNING
      THE TRUSTEE AND SECURITIES ADMINISTRATOR

     

    Section
      9.01  Duties
      of
      Trustee and Securities Administrator. 

     

    (a)  The
      Trustee, prior to the occurrence of a Servicer Default with respect to Wells
      Fargo or a Master Servicer Default, and after the curing or waiver of all
      Servicer Defaults with respect to Wells Fargo and all Master Servicer Defaults,
      which may have occurred, and the Securities Administrator each undertake to
      perform such duties and only such duties as are specifically set forth in this
      Agreement as duties of the Trustee and the Securities Administrator,
      respectively. If a Servicer Default with respect to Wells Fargo or a Master
      Servicer Default has occurred and has not been cured or waived, the Trustee
      shall exercise such of the rights and powers vested in it by this Agreement,
      and
      use the same degree of care and skill in their exercise, as a prudent person
      would exercise or use under the circumstances in the conduct of such Person’s
      own affairs. Any permissive right of the Trustee enumerated in this Agreement
      shall not be construed as a duty.

     

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

     

    (c)  The
      Trustee shall promptly remit to the related Servicer any complaint, claim,
      demand, notice or other document (collectively, the “Notices”) delivered to the
      Trustee as a consequence of the assignment of any Mortgage Loan hereunder and
      relating to the servicing of the Mortgage Loans; provided than any such notice
      (i) is delivered to the Trustee at its Corporate Trust Office, (ii) contains
      information sufficient to permit the Trustee to make a determination that the
      real property to which such document relates is a Mortgaged Property. The
      Trustee shall have no duty hereunder with respect to any Notice it may receive
      or which may be alleged to have been delivered to or served upon it unless
      such
      Notice is delivered to it or served upon it at its Corporate Trust Office and
      such Notice contains the information required pursuant to clause (ii) of the
      preceding sentence.

     

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

     

    (i)  Prior
      to
      the occurrence of a Servicer Default with respect to Wells Fargo or a Master
      Servicer Default and after the curing or waiver of all such Servicer Defaults
      with respect to Wells Fargo and all Master Servicer Defaults which may have
      occurred with respect to the Trustee and at all times with respect to the
      Securities Administrator, the duties and obligations of the Trustee and the
      Securities Administrator shall be determined solely by the express provisions
      of
      this Agreement, neither the Trustee nor the Securities Administrator shall
      be
      liable except for the performance of its duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or obligations
      shall be read into this Agreement against the Trustee or the Securities
      Administrator and, in the absence of bad faith on the part of the Trustee or
      the
      Securities Administrator, respectively, the Trustee or the Securities
      Administrator, respectively, may conclusively rely and shall be fully protected
      in acting or refraining from acting, as to the truth of the statements and
      the
      correctness of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee or the Securities Administrator, respectively, that
      conform to the requirements of this Agreement;

     

    (ii)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for an error of judgment made in good faith by a Responsible Officer
      or
      Responsible Officers of the Trustee or an officer or officers of the Securities
      Administrator, respectively, unless it shall be proved that the Trustee or
      Securities Administrator, respectively, was negligent in ascertaining the
      pertinent facts;

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be liable with respect to
      any
      action taken, suffered or omitted to be taken by it in good faith and believed
      by it to be authorized or within the rights or powers conferred upon it by
      this
      Agreement or in accordance with the directions of the Holders of Certificates
      evidencing not less than 25% of the aggregate Voting Rights of the Certificates,
      if such action or non-action relates to the time, method and place of conducting
      any proceeding for any remedy available to the Trustee or the Securities
      Administrator or exercising any trust or other power conferred upon the Trustee
      or the Securities Administrator under this Agreement;

     

    (iv)  The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default, Servicer Default with respect to Wells Fargo or Master
      Servicer Default unless a Responsible Officer of the Trustee shall have actual
      knowledge thereof. In the absence of such notice, the Trustee may conclusively
      assume there is no such default, Servicer Default with respect to Wells Fargo
      or
      Master Servicer Default;

     

    (v)  The
      Trustee shall not in any way be liable by reason of any insufficiency in any
      Account held by or in the name of Trustee unless it is determined by a court
      of
      competent jurisdiction that the Trustee’s gross negligence or willful misconduct
      was the primary cause of such insufficiency (except to the extent that the
      Trustee is obligor and has defaulted thereon);

     

    (vi)  Anything
      in this Agreement to the contrary notwithstanding, in no event shall the Trustee
      or the Securities Administrator be liable for special, indirect, punitive or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits), even if the Trustee or the Securities Administrator has been
      advised of the likelihood of such loss or damage and regardless of the form
      of
      action and whether or not any such damages were foreseeable or contemplated;
      and

     

    (vii)  None
      of
      the Sponsor, the Depositor or the Trustee shall be responsible for the acts
      or
      omissions of the other, it being understood that this Agreement shall not be
      construed to render them partners, joint venturers or agents of one
      another.

     

    Neither
      the Trustee nor the Securities Administrator shall be required to expend or
      risk
      its own funds or otherwise incur liability, financial or otherwise, in the
      performance of any of its duties hereunder, or in the exercise of any of its
      rights or powers, if there is reasonable ground for believing that the repayment
      of such funds or adequate indemnity against such risk or liability is not
      reasonably assured to it, and none of the provisions contained in this Agreement
      shall in any event require the Trustee or the Securities Administrator to
      perform, or be responsible for the manner of performance of, any of the
      obligations of the terminated Servicer hereunder.

     

    (e)  All
      funds
      received by the Securities Administrator and required to be deposited in the
      Distribution Account pursuant to this Agreement will be promptly so deposited
      by
      the Securities Administrator.

     

    Section
      9.02  Certain
      Matters Affecting the Trustee and Securities Administrator.

     

    (a)  Except
      as
      otherwise provided in Section 9.01:

     

    (i)  The
      Trustee and the Securities Administrator may conclusively rely and shall be
      fully protected in acting or refraining from acting in reliance on any
      resolution or certificate of the Sponsor, the Depositor or the Servicers, any
      certificates of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper
      or document believed by it to be genuine and to have been signed or presented
      by
      the proper party or parties;

     

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

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement, other
      than
      its obligation to give notices pursuant to this Agreement, or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders pursuant to the provisions
      of this Agreement, unless such Certificateholders shall have offered to the
      Trustee or the Securities Administrator, as the case may be, reasonable security
      or indemnity satisfactory to it against the costs, expenses and liabilities
      which may be incurred therein or thereby. Nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of a
      Servicer Default with respect to Wells Fargo or a Master Servicer Default of
      which a Responsible Officer of the Trustee has actual knowledge (which has
      not
      been cured or waived), to exercise such of the rights and powers vested in
      it by
      this Agreement, and to use the same degree of care and skill in their exercise,
      as a prudent person would exercise or use under the circumstances in the conduct
      of his own affairs;

     

    (iv)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for any action taken, suffered or omitted by it in good faith and
      believed by it to be authorized or within the discretion or rights or powers
      conferred upon it by this Agreement;

     

    (v)  Prior
      to
      the occurrence of a Servicer Default with respect to Wells Fargo or a Master
      Servicer Default hereunder and after the curing or waiver of all Servicer
      Defaults with respect to Wells Fargo or all Master Servicer Defaults which
      may
      have occurred with respect to the Trustee and at all times with respect to
      the
      Securities Administrator, neither the Trustee nor the Securities Administrator
      shall be bound to make any investigation into the facts or matters stated in
      any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or document, unless
      requested in writing to do so by Holders of Certificates evidencing not less
      than twenty-five percent (25%) of the aggregate Voting Rights of the
      Certificates and provided that the payment within a reasonable time to the
      Trustee or the Securities Administrator of the costs, expenses or liabilities
      likely to be incurred by it in the making of such investigation is, in the
      opinion of the Trustee or the Securities Administrator, as applicable, not
      reasonably assured to the Trustee or the Securities Administrator, as
      applicable, by the security afforded to it by the terms of this Agreement,
      the
      Trustee or the Securities Administrator, as applicable, may require reasonable
      indemnity against such expense or liability as a condition to taking any such
      action. The reasonable expense of every such examination shall be paid by the
      Certificateholders requesting the investigation;

     

    (vi)  The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or through Affiliates, nominees, custodians, agents
      or
      attorneys. The Trustee shall not be liable or responsible for the misconduct
      or
      negligence of any of the Trustee’s agents or attorneys or paying agent appointed
      hereunder by the Trustee with due care;

     

    (vii)  Should
      the Trustee deem the nature of any action required on its part to be unclear,
      the Trustee may require prior to such action that it be provided by the
      Depositor with reasonable further instructions; the right of the Trustee to
      perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and the Trustee shall not be accountable for other than
      its
      gross negligence or willful misconduct in the performance of any such
      act;

     

    (viii)  The
      Trustee shall not be required to give any bond or surety with respect to the
      execution of the trust created hereby or the powers granted
      hereunder;

     

    (ix)  The
      Trustee shall not have any duty to conduct any affirmative investigation as
      to
      the occurrence of any condition requiring the repurchase of any Mortgage Loan
      by
      any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan
      for purposes of this Agreement;

     

    (x)  The
      Trustee shall have no duty hereunder with respect to any complaint, claim,
      demand, notice or other document it may receive or which may be alleged to
      have
      been delivered or served upon it by the parties as a consequence of the
      assignment of any Mortgage Loan hereunder; provided, however that the Trustee
      shall promptly remit to the related Servicer upon receipt any such complaint,
      claim, demand, notice or other document (i) which is delivered to the Trustee
      at
      is Corporate Trust Office, (ii) of which a Responsible Officer has actual
      knowledge and (iii) which contains information sufficient to permit the Trustee
      to make a determination that the real property to which such document relates
      is
      a Mortgaged Property; and

     

    (b)  The
      Supplemental Interest Trust Trustee is hereby directed to execute and deliver
      the Swap Agreement on behalf of Party B (as defined therein) and to exercise
      the
      rights, perform the obligations, and make the representations thereunder on
      behalf of Party B (as defined therein) and shall do so solely in its capacity
      as
      Supplemental Interest Trust Trustee and not in its individual capacity. The
      Supplemental Interest Trust Trustee shall have no responsibility for the
      contents of the Swap Agreement, including, without limitation, the
      representations and warranties contained therein.

     

    The
      Supplemental Interest Trust Trustee is hereby directed to execute and deliver
      the Swap Agreement for Party B (as defined therein) and to perform the
      obligations of Party B thereunder on the Closing Date and thereafter on behalf
      of the Holders of the Certificates. The Sponsor, the Servicer, the Depositor
      and
      the Certificateholders by acceptance of their Certificates acknowledge and
      agree
      that the Supplemental Interest Trust Trustee shall execute and deliver the
      Swap
      Agreement for Party B (as defined therein) and to perform the obligations of
      Party B thereunder and shall do so solely in its capacity as Supplemental
      Interest Trust Trustee and not in its individual capacity. The Supplemental
      Interest Trust Trustee hereby directs the Securities Administrator and the
      Securities Administrator is hereby empowered under this Agreement to act on
      behalf of the Supplemental Interest Trust Trustee. Any funds payable by the
      Securities Administrator in connection with its obligations on behalf of the
      Supplement Interest Trust Trustee and the Supplemental Interest Trust under
      the
      Swap Agreement shall be paid from funds of the Supplemental Interest Trust
      in
      accordance with the terms and provisions of the Swap Agreement. Notwithstanding
      anything to the contrary contained herein or in the Swap Agreement, neither
      the
      Securities Administrator nor the Supplemental Interest Trust Trustee shall
      be
      required to make any payments from its own funds to the counterparty under
      the
      Swap Agreement. 

     

    The
      Trustee is hereby directed to execute and deliver the Cap Contract for Party
      B
      (as defined therein) and to perform the obligations of Party B thereunder on
      the
      Closing Date and thereafter on behalf of the Holders of the Certificates. The
      Sponsor, the Servicer, the Depositor and the Certificateholders by acceptance
      of
      their Certificates acknowledge and agree that the Trustee shall execute and
      deliver the Cap Contract for Party B (as defined therein) and to perform the
      obligations of Party B thereunder and shall do so solely in its capacity as
      Trustee and not in its individual capacity. The Trustee shall have no
      responsibility for the contents of the Cap Agreement including, without
      lmitation, the representations and warranties contained therein. The Trustee
      hereby directs the Securities Administrator and the Securities Administrator
      is
      hereby empowered under this Agreement to act on behalf of the Trustee. Any
      funds
      payable by the Securities Administrator under the Cap Contract at closing shall
      be paid by the Depositor. Notwithstanding anything to the contrary contained
      herein, neither the Trustee nor the Securities Administrator shall be required
      to make any payments to the Cap Counterparty under the Cap Contract unless
      otherwise set forth in the Cap Contract.

     

    None
      of
      the Securities Administrator, the Master Servicer, the Servicer, the Sponsor,
      the Depositor, the Custodians or the Trustee shall be responsible for the acts
      or omissions of the others or the Swap Provider or the Cap Counterparty, it
      being understood that this Agreement shall not be construed to render those
      partners joint venturers or agents of one another.

     

    Section
      9.03  Trustee
      and Securities Administrator not Liable for Certificates or Mortgage
      Loans.

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgements of the Trustee contained in Article
      II
      and the representations and warranties of the Trustee in Section 9.12)
      shall be taken as the statements of the Depositor, and neither the Trustee
      nor
      the Securities Administrator assumes any responsibility for their correctness.
      Neither the Trustee nor the Securities Administrator makes any representations
      or warranties as to the validity or sufficiency (other than as specifically
      set
      forth in Section 9.12) of the Cap Contract, the Swap Agreement, the
      Certificates (other than the signature of the Securities Administrator and
      authentication of the Securities Administrator on the Certificates) or of any
      Mortgage Loan except as expressly provided in Section 2.02. The Securities
      Administrator’s signature and authentication (or authentication of its agent) on
      the Certificates shall be solely in its capacity as Securities Administrator
      and
      shall not constitute the Certificates an obligation of the Securities
      Administrator in any other capacity. The Trustee and the Securities
      Administrator shall not be accountable for the use or application by the
      Depositor of any of the Certificates or of the proceeds of such Certificates,
      or
      for the use or application of any funds paid to the Depositor with respect
      to
      the Mortgage Loans.

     

    Section
      9.04  Trustee
      and Securities Administrator May Own Certificates.

     

    Each
      of
      the Trustee and the Securities Administrator in its individual capacity or
      in
      any other capacity other than as Trustee or Securities Administrator hereunder
      may become the owner or pledgee of any Certificates and may transact business
      with other interested parties and their Affiliates with the same rights it
      would
      have if it were not the Trustee or the Securities Administrator.

     

    Section
      9.05  Fees
      and
      Expenses of Trustee and Securities Administrator.

     

    The
      fees
      of the Trustee and the Securities Administrator hereunder shall be paid in
      accordance with a side letter agreement with the Master Servicer and at the
      sole
      expense of the Master Servicer. In addition, the Trustee, the Securities
      Administrator, the Custodian and any director, officer, employee or agent of
      the
      Trustee, the Securities Administrator and the Custodian shall be indemnified
      by
      the Trust Fund and held harmless against any loss, liability or expense
      (including reasonable attorney’s fees and expenses) incurred by the Trustee, the
      Custodian or the Securities Administrator including any pending or threatened
      claim or legal action arising out of or in connection with the acceptance or
      administration of its respective obligations and duties under this Agreement,
      including the Cap Contract, the Swap Agreement and any and all other agreements
      related hereto, other than any loss, liability or expense (i) for which the
      Trustee is indemnified by the Master Servicer or the related Servicer, (ii)
      that
      constitutes a specific liability of the Trustee or the Securities Administrator
      pursuant to this Agreement or (iii) any loss, liability or expense incurred
      by
      reason of willful misfeasance, bad faith or negligence in the performance of
      duties hereunder by the Trustee or the Securities Administrator or by reason
      of
      reckless disregard of obligations and duties hereunder. In no event shall the
      Trustee or the Securities Administrator be liable for special, indirect or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits), even if it has been advised of the likelihood of such loss
      or
      damage and regardless of the form of action. The Master Servicer agrees to
      indemnify the Trustee, from, and hold the Trustee harmless against, any loss,
      liability or expense (including reasonable attorney’s fees and expenses)
      incurred by the Trustee by reason of the Master Servicer’s willful misfeasance,
      bad faith or gross negligence in the performance of its duties under this
      Agreement or by reason of the Master Servicer’s reckless disregard of its
      obligations and duties under this Agreement. The indemnities in this
      Section 9.05 shall survive the termination or discharge of this Agreement
      and the resignation or removal of the Master Servicer, the Trustee, the
      Securities Administrator or the Custodian. Any payment hereunder made by the
      Master Servicer to the Trustee shall be from the Master Servicer’s own funds,
      without reimbursement from any REMIC therefor.

     

    Section
      9.06  Eligibility
      Requirements for Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Sponsor or any Affiliate of the
      foregoing) organized and doing business under the laws of any state or the
      United States of America, authorized under such laws to exercise corporate
      trust
      powers, having a combined capital and surplus of at least $50,000,000 (or a
      member of a bank holding company whose capital and surplus is at least
      $50,000,000) and subject to supervision or examination by federal or state
      authority. If such corporation or association publishes reports of conditions
      at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of conditions so published. In case at any time the Trustee or
      the
      Securities Administrator, as applicable, shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee or the Securities
      Administrator, as applicable, shall resign immediately in the manner and with
      the effect specified in Section 9.07.

     

    Additionally,
      the Securities Administrator (i) may not be an originator, Master Servicer,
      Servicer, Depositor or an affiliate of the Depositor unless the Securities
      Administrator is in an institutional trust department, (ii) must be authorized
      to exercise corporate trust powers under the laws of its jurisdiction of
      organization, and (iii) must be rated at least "A-1" by S&P (or such rating
      acceptable to Fitch pursuant to a rating confirmation). Wells Fargo Bank, N.A.
      shall act as Securities Administrator for so long as it is Master Servicer
      under
      this Agreement.

     

    Section
      9.07  Resignation
      and Removal of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator may at any time resign (including,
      without limitation, and in the case of the Securities Administrator, upon the
      resignation or removal of the Master Servicer) and be discharged from the trust
      hereby created by giving written notice thereof to the Depositor, to the Master
      Servicer, to the Securities Administrator (or the Trustee, if the Securities
      Administrator resigns) and to the Certificateholders. Upon receiving such notice
      of resignation, the Depositor shall promptly appoint a successor trustee or
      successor securities administrator by written instrument, in duplicate, which
      instrument shall be delivered to the resigning Trustee or Securities
      Administrator, as applicable, and to the successor trustee or successor
      securities administrator, as applicable. A copy of such instrument shall be
      delivered to the Certificateholders, the Trustee, the Securities Administrator
      and the Master Servicer by the Depositor. If no successor trustee or successor
      securities administrator shall have been so appointed and have accepted
      appointment within thirty (30) days after the giving of such notice of
      resignation, the resigning Trustee or Securities Administrator, as the case
      may
      be, may, at the expense of the Trust Fund, petition any court of competent
      jurisdiction for the appointment of a successor trustee or successor securities
      administrator, as applicable.

     

    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 9.06 and shall fail to resign
      after written request therefor by the Depositor, or if at any time the Trustee
      or the Securities Administrator shall become incapable of acting, or shall
      be
      adjudged bankrupt or insolvent, or a receiver of the Trustee or the Securities
      Administrator or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Trustee or the Securities Administrator or of
      its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation, then the Depositor may remove the Trustee or the Securities
      Administrator, as applicable and appoint a successor trustee or successor
      securities administrator, as applicable, by written instrument, in duplicate,
      which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor securities
      administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least fifty-one percent (51%) of the
      Voting Rights may at any time remove the Trustee or the Securities Administrator
      and appoint a successor trustee or successor securities administrator by written
      instrument or instruments, in triplicate, signed by such Holders or their
      attorneys-in-fact duly authorized, one complete set of which instruments shall
      be delivered to the Depositor, one complete set to the Trustee or the Securities
      Administrator so removed and one complete set to the successor so appointed.
      A
      copy of such instrument shall be delivered to the Certificateholders, the
      Trustee (in the case of the removal of the Securities Administrator), the
      Securities Administrator (in the case of the removal of the Trustee) and the
      Master Servicer by the Depositor.

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor trustee or successor securities administrator
      pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor trustee or successor
      securities administrator, as applicable, as provided in
      Section 9.08.

     

    Any
      Person appointed as successor trustee pursuant to this Section 9.07 shall also
      be required to serve as successor supplemental interest trust trustee hereunder
      and under the Swap Agreement.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    Section
      9.08  Successor
      Trustee or Securities Administrator. 

     

    Any
      successor trustee or successor securities administrator appointed as provided
      in
      Section 9.07 hereof shall execute, acknowledge and deliver to the Depositor
      and to its predecessor trustee or predecessor securities administrator
      instrument accepting such appointment hereunder and thereupon the resignation
      or
      removal of the predecessor trustee or predecessor securities administrator
      shall
      become effective and such successor trustee or successor securities
      administrator, without any further act, deed or conveyance, shall become fully
      vested with all the rights, powers, duties and obligations of its predecessor
      hereunder, with the like effect as if originally named as trustee or securities
      administrator herein. The predecessor trustee or predecessor securities
      administrator shall deliver to the successor trustee or successor securities
      administrator all Mortgage Loan Documents and related documents and statements
      to the extent held by it hereunder, as well as all monies, held by it hereunder,
      and the Depositor and the predecessor trustee or predecessor securities
      administrator shall execute and deliver such instruments and do such other
      things as may reasonably be required for more fully and certainly vesting and
      confirming in the successor trustee or successor securities administrator all
      such rights, powers, duties and obligations.

     

    No
      successor trustee or successor securities administrator shall accept appointment
      as provided in this Section 9.08 unless at the time of such acceptance such
      successor trustee or successor securities administrator shall be eligible under
      the provisions of Section 9.07 hereof and its appointment shall not
      adversely affect the then current rating of the Certificates.

     

    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator as provided in this Section 9.08, the successor trustee or
      successor securities administrator shall mail notice of the succession of such
      trustee or securities administrator hereunder to all Holders of Certificates.
      If
      the successor trustee or successor securities administrator fails to mail such
      notice within ten days after acceptance of appointment, the Depositor shall
      cause such notice to be mailed at the expense of the Trust Fund.

     

    Section
      9.09  Merger
      or
      Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation, state bank or national banking association into which the Trustee
      or Securities Administrator may be merged or converted or with which it may
      be
      consolidated or any corporation, state bank or national banking association
      resulting from any merger, conversion or consolidation to which the Trustee
      or
      the Securities Administrator shall be a party, or any corporation, state bank
      or
      national banking association succeeding to substantially all of the corporate
      trust business of the Trustee or Securities Administrator or shall be the
      successor of the Trustee or Securities Administrator hereunder, provided that
      such corporation shall be eligible under the provisions of Section 9.06
      without the execution or filing of any paper or further act on the part of
      any
      of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    Section
      9.10  Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of any REMIC or any property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees, jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of any
      REMIC and to vest in such Person or Persons, in such capacity, and for the
      benefit of the Holders of the Certificates, such title to any REMIC or any
      part
      thereof, and, subject to the other provisions of this Section 9.10, such
      powers, duties, obligations, rights and trusts as the Trustee may consider
      necessary or desirable. No co-trustee or separate trustee hereunder shall be
      required to meet the terms of eligibility as a successor trustee under
      Section 9.06 hereunder and no notice to Holders of Certificates of the
      appointment of co-trustee(s) or separate trustee(s) shall be required under
      Section 9.08 hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to REMIC
      I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or any portion thereof
      in
      any such jurisdiction) shall be exercised and performed by such separate trustee
      or co-trustee at the direction of the Trustee.

     

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

     

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

     

    Section
      9.11  Appointment
      of Office or Agency.

     

    The
      Certificates may be surrendered for registration of transfer or exchange at
      the
      Securities Administrator’s office initially located at Sixth Street and
      Marquette Avenue, Minneapolis, Minnesota 55479, and presented for final
      distribution at the Corporate Trust Office of the Securities Administrator
      where
      notices and demands to or upon the Securities Administrator in respect of the
      Certificates and this Agreement may be served.

     

    Section
      9.12  Representations
      and Warranties.

     

    The
      Trustee hereby represents and warrants to the Master Servicer, the Securities
      Administrator, GMACM and the Depositor as applicable, as of the Closing Date,
      that:

     

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

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

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

     

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

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      it
      to perform its obligations under this Agreement or its financial
      condition.

     

    No
      litigation is pending or, to the best of its knowledge, threatened against
      it,
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     

    Section
      9.13  Tax
      Matters.

     

    It
      is
      intended that the Trust Fund shall constitute, and that the affairs of the
      Trust
      Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
      “real estate mortgage investment conduit” as defined in and in accordance with
      the REMIC Provisions. In furtherance of such intention, the Securities
      Administrator covenants and agrees that it shall act as agent (and the
      Securities Administrator is hereby appointed to act as agent) on behalf of
      the
      Trust Fund. The Securities Administrator, as agent on behalf of the Trust Fund,
      shall do or refrain from doing, as applicable, the following: (a) the Securities
      Administrator shall prepare and file, or cause to be prepared and filed, in
      a
      timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
      (Form 1066 or any successor form adopted by the Internal Revenue Service) and
      prepare and file or cause to be prepared and filed with the Internal Revenue
      Service and applicable state or local tax authorities income tax or information
      returns for each taxable year with respect to each such REMIC containing such
      information and at the times and in the manner as may be required by the Code
      or
      state or local tax laws, regulations, or rules, and furnish or cause to be
      furnished to Certificateholders the schedules, statements or information at
      such
      times and in such manner as may be required thereby; (b) the Securities
      Administrator shall apply for an employer identification number with the
      Internal Revenue Service via a Form SS-4 or other comparable method for each
      REMIC that is or becomes a taxable entity, and within thirty days of the Closing
      Date, furnish or cause to be furnished to the Internal Revenue Service, on
      Forms
      8811 or as otherwise may be required by the Code, the name, title, address,
      and
      telephone number of the person that the holders of the Certificates may contact
      for tax information relating thereto, together with such additional information
      as may be required by such Form, and update such information at the time or
      times in the manner required by the Code for the Trust Fund; (c) the Securities
      Administrator shall make or cause to be made elections, on behalf of each REMIC
      formed hereunder to be treated as a REMIC on the federal tax return of such
      REMIC for its first taxable year (and, if necessary, under applicable state
      law); (d) the Securities Administrator shall prepare and forward, or cause
      to be
      prepared and forwarded, to the Certificateholders and to the Internal Revenue
      Service and, if necessary, state tax authorities, all information returns and
      reports as and when required to be provided to them in accordance with the
      REMIC
      Provisions, including without limitation, the calculation of any original issue
      discount using the Prepayment Assumption; (e) the Securities Administrator
      shall
      provide information necessary for the computation of tax imposed on the transfer
      of a Residual Certificate to a Person that is not a Permitted Transferee, or
      an
      agent (including a broker, nominee or other middleman) of a Person that is
      not a
      Permitted Transferee, or a pass-through entity in which a Person that is not
      a
      Permitted Transferee is the record holder of an interest (the reasonable cost
      of
      computing and furnishing such information may be charged to the Person liable
      for such tax); (f) the Securities Administrator shall, to the extent under
      its
      control, conduct the affairs of the Trust Fund at all times that any
      Certificates are outstanding so as to maintain the status of each REMIC formed
      hereunder as a REMIC under the REMIC Provisions; (g) the Securities
      Administrator shall not knowingly or intentionally take any action or omit
      to
      take any action that would cause the termination of the REMIC status of any
      REMIC formed hereunder; (h) the Securities Administrator shall pay, from the
      sources specified in the last paragraph of this Section 9.12, the amount of
      any federal, state and local taxes, including prohibited transaction taxes
      as
      described below, imposed on any REMIC formed hereunder prior to the termination
      of the Trust Fund when and as the same shall be due and payable (but such
      obligation shall not prevent the Securities Administrator or any other
      appropriate Person from contesting any such tax in appropriate proceedings
      and
      shall not prevent the Securities Administrator from withholding payment of
      such
      tax, if permitted by law, pending the outcome of such proceedings); (i) the
      Trustee shall sign or cause to be signed federal, state or local income tax
      or
      information returns or any other document prepared by the Securities
      Administrator pursuant to this Section 9.13 requiring a signature thereon
      by the Trustee; (j) the Securities Administrator shall maintain records relating
      to each REMIC formed hereunder including but not limited to the income,
      expenses, assets and liabilities of each such REMIC and adjusted basis of the
      Trust Fund property determined at such intervals as may be required by the
      Code,
      as may be necessary to prepare the foregoing returns, schedules, statements
      or
      information; (k) the Securities Administrator shall, for federal income tax
      purposes, maintain books and records with respect to the REMICs on a calendar
      year and on an accrual basis; (l) the Securities Administrator shall not enter
      into any arrangement not otherwise provided for in this Agreement by which
      the
      REMICs will receive a fee or other compensation for services nor permit the
      REMICs to receive any income from assets other than “qualified mortgages” as
      defined in Section 860G(a)(3) of the Code or “permitted investments” as
      defined in Section 860G(a)(5) of the Code; and (m) as and when necessary
      and appropriate, the Securities Administrator shall represent the Trust Fund
      in
      any administrative or judicial proceedings relating to an examination or audit
      by any governmental taxing authority, request an administrative adjustment
      as to
      any taxable year of any REMIC formed hereunder, enter into settlement agreements
      with any governmental taxing agency, extend any statute of limitations relating
      to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC
      formed hereunder in relation to any tax matter involving any such
      REMIC.

     

    In
      order
      to enable the Securities Administrator to perform its duties as set forth
      herein, the Depositor shall provide, or cause to be provided, to the Securities
      Administrator within ten (10) days after the Closing Date all information or
      data that the Securities Administrator requests in writing and determines to
      be
      relevant for tax purposes to the valuations and offering prices of the
      Certificates, including, without limitation, the price, yield, prepayment
      assumption and projected cash flows of the Certificates and the Mortgage Loans.
      Thereafter, the Depositor shall provide to the Securities Administrator promptly
      upon written request therefor, any such additional information or data that
      the
      Securities Administrator may, from time to time, request in order to enable
      the
      Securities Administrator to perform its duties as set forth herein. The
      Depositor hereby indemnifies the Securities Administrator for any losses,
      liabilities, damages, claims or expenses of the Securities Administrator arising
      from any errors or miscalculations of the Securities Administrator that result
      from any failure of the Depositor to provide, or to cause to be provided,
      accurate information or data to the Securities Administrator on a timely
      basis.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC as
      defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of the Trust Fund as defined in Section 860G(c) of
      the Code, on any contribution to any REMIC after the startup day pursuant to
      Section 860G(d) of the Code, or any other tax is imposed, including,
      without limitation, any federal, state or local tax or minimum tax imposed
      upon
      any of REMIC, and is not paid as otherwise provided for herein, such tax shall
      be paid by (i) the Securities Administrator, if any such other tax arises out
      of
      or results from a breach by the Securities Administrator of any of its
      obligations under this Section, (ii) any party hereto (other than the Securities
      Administrator) to the extent any such other tax arises out of or results from
      a
      breach by such other party of any of its obligations under this Agreement or
      (iii) in all other cases, or in the event that any liable party hereto fails
      to
      honor its obligations under the preceding clauses (i) or (ii), any such tax
      will
      be paid first with amounts otherwise to be distributed to the Class R
      Certificateholders, and second with amounts otherwise to be distributed to
      all
      other Certificateholders in the following order of priority: first, to the
      Class
      M-3 Certificates, second, to the Class M-2 Certificates, third, to the Class
      M-1
      Certificates, and fourth, to the Senior Certificates (pro rata based on the
      amounts to be distributed). Notwithstanding anything to the contrary contained
      herein, to the extent that such tax is payable by the Holder of any
      Certificates, the Securities Administrator is hereby authorized to retain on
      any
      Distribution Date, from the Holders of the Class R Certificates (and, if
      necessary, second, from the Holders of the other Certificates in the priority
      specified in the preceding sentence), funds otherwise distributable to such
      Holders in an amount sufficient to pay such tax. The Securities Administrator
      shall include in its monthly report to Certificateholders distributions to
      such
      parties taking into account the priorities described in the second preceding
      sentence. The Securities Administrator agrees to promptly notify in writing
      the
      party liable for any such tax of the amount thereof and the due date for the
      payment thereof. Notwithstanding the foregoing, however, in no event shall
      the
      Securities Administrator have any liability (1) for any action or omission
      that
      is taken in accordance with and in compliance with the express terms of, or
      which is expressly permitted by the terms of this Agreement, (2) for any losses
      other than arising out of a grossly negligent performance by the Securities
      Administrator of its duties and obligations set forth herein, and (3) for any
      special or consequential damages to Certificateholders (in addition to payment
      of principal and interest on the Certificates).

     

     

     

    ARTICLE
      X


    TERMINATION

     

    Section
      10.01  Termination
      Upon Liquidation or Repurchase of all Mortgage Loans.

     

    Subject
      to Section 10.03, the obligations and responsibilities of the Depositor,
      the Sponsor, the Securities Administrator, the Master Servicer and the Trustee
      created hereby with respect to the Trust Fund shall terminate (other than the
      obligations of the Master Servicer to the Trustee pursuant to Section 9.05
      and of the Securities Administrator to make payments in respect of the REMIC
      I
      Regular Interests or the Classes of Certificates as hereinafter set forth)
      upon
      the earlier of (a) the Master Servicer’s exercise of its optional right to
      purchase the Mortgage Loans and related REO Properties (the “Cleanup Call”) and
      (b) the later of (i) the maturity or other liquidation (or any Advance with
      respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
      the
      disposition of all REO Property and (ii) the distribution to Certificateholders
      of all amounts required to be distributed to them pursuant to this Agreement,
      as
      applicable. In no event shall the trusts created hereby continue beyond the
      earlier of (i) the expiration of twenty-one (21) years from the death of the
      last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
      of
      the United States to the Court of St. James, living on the date hereof and
      (ii)
      the Latest Possible Maturity Date.

     

    The
      Cleanup Call or shall be exercisable at a price (the “Termination Price”) equal
      to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan,
      (ii) accrued interest thereon at the applicable Mortgage Rate to, but not
      including, the first day of the month of such purchase, (iii) the appraised
      value of any related REO Property (up to the Stated Principal Balance of the
      related Mortgage Loan), such appraisal to be conducted by an appraiser mutually
      agreed upon by the Master Servicer and the Trustee, (iv) unreimbursed
      out-of-pocket costs of the Securities Administrator, the Master Servicer, the
      Servicers or the Trustee, including unreimbursed servicing advances and the
      principal portion of any unreimbursed Advances, made on the related Mortgage
      Loans prior to the exercise of such repurchase right, (v) any Swap Termination
      Payment payable to the Swap Provider which remains unpaid or which is due to
      the
      Cleanup Call and (vi) any other amounts due and owing to the Trustee, the
      Securities Administrator, the Master Servicer and the Custodian payable pursuant
      to this Agreement or the Custodial Agreement.

     

    The
      right
      to exercise the Cleanup Call pursuant to the preceding paragraph shall be
      exercisable if the Stated Principal Balance of all of the Mortgage Loans at
      the
      time of any such repurchase, is less than or equal to ten percent (10%) of
      the
      aggregate Cut-off Date Principal Balance of the Mortgage Loans.

     

    Notwithstanding
      the foregoing, the Master Servicer shall not be entitled to exercise the Cleanup
      Call to the extent that the Depositor creates a net interest margin transaction
      which includes the Class X Certificates or Class P Certificates and the notes
      issued pursuant to such net interest margin transaction are outstanding on
      the
      date on which the Master Servicer intends to exercise the Cleanup
      Call.

     

    In
      connection with any Cleanup Call, four Business Days prior to the final
      Distribution Date specified in the notice required pursuant to Section 10.02,
      the Securities Administrator shall, no later than 4:00 pm New York City time
      on
      such day, request in writing (in accordance with the applicable provision of
      the
      Swap Agreement) and by phone from the Swap Provider the amount of the Estimated
      Swap Termination Payment. The Swap Provider shall, no later than 2:00 pm on
      the
      following Business Day, notify in writing (which may be done in electronic
      format) the Securities Administrator of the amount of the Estimated Swap
      Termination Payment; the Securities Administrator shall promptly on the same
      day
      notify the Terminator of the amount of the Estimated Swap Termination Payment.
      

     

    Two
      Business Days prior to the final Distribution Date specified in the notice
      required pursuant to Section 10.02), (i) the Terminator shall, no
      later
      than 1:00 pm New
      York
      City time on such day, deposit funds in the Distribution Account in an amount
      equal to the sum of the Termination Price (other than the Swap Termination
      Payment) and the Estimated Swap Termination Payment, and (ii) if the Securities
      Administrator shall have determined that the aggregate Stated Principal Balance
      of all of the Mortgage Loans as of the related Determination Date is
not
      more
      than 10% of the aggregate Principal Balance of the Mortgage Loans
      as of
      the Cut-off Date and that all other requirements of the optional termination
      have been met, including without limitation, the deposit required pursuant
      to
      the immediately preceding clause (i) as well as the requirements specified
      in
      Section 10.03, then the Securities Administrator shall, on the same Business
      Day, provide written notice to the Depositor, the Master Servicer, the Servicer,
      the Supplemental Interest Trust Trustee, the Trustee and the Swap Provider
      confirming (in accordance with the applicable provisions of the Swap Agreement)
      (a) its receipt of the Termination Price (other than the Swap Termination
      Payment) and the Estimated Swap Termination Payment and (b) that all other
      requirements of the optional termination have been met. Upon the Securities
      Administrator’s providing the notice described in the preceding sentence, the
      optional termination shall become irrevocable, the notice to Certificateholders
      of such optional termination provided pursuant to the Section 10.02 shall become
      unrescindable, the Swap Provider shall determine the Swap Termination Payment
      in
      accordance with the Swap Agreement, and the Swap Provider shall provide to
      the
      Securities Administrator written notice of the amount of the Swap Termination
      Payment not later than one Business Day prior to the final Distribution Date
      specified in the notice required pursuant to Section 10.02. 

     

    In
      connection with any optional termination, only an amount equal to the
      Termination Price less any Swap Termination Payment shall be made available
      for
      distribution to the Regular Certificates. Any Estimated Swap Termination Payment
      deposited into the Distribution Account by the Terminator shall be withdrawn
      by
      the Securities Administrator from the Distribution Account on the related final
      Distribution Date and distributed as follows: (i) to the Supplemental Interest
      Trust for payment to the Swap Provider in accordance with Section 5.13, an
      amount equal to the Swap Termination Payment calculated pursuant to the Swap
      Agreement, provided that in no event shall the amount distributed to the Swap
      Provider in respect of the Swap Termination Payment exceed the Estimated Swap
      Termination Payment, and (ii) to the Terminator an amount equal to the excess,
      if any, of the Estimated Swap Termination Payment over the Swap Termination
      Payment. The Swap Termination Payment shall not be part of any REMIC and shall
      not be paid into any account which is part of any REMIC. 


     

    Section
      10.02  Final
      Distribution on the Certificates.

     

    If
      on any
      Determination Date, (i) the Securities Administrator determines based on the
      reports delivered by the Master Servicer under this Agreement that there are
      no
      Outstanding Mortgage Loans, and no other funds or assets in the Trust Fund
      other
      than the funds in the Distribution Account, the Securities Administrator shall
      notify the Trustee and send a final distribution notice promptly to each related
      Certificateholder or (ii) the Securities Administrator determines that a Class
      of Certificates shall be retired after a final distribution on such Class,
      the
      Securities Administrator shall notify the Trustee and the Certificateholders
      within five (5) Business Days after such Determination Date that the final
      distribution in retirement of such Class of Certificates is scheduled to be
      made
      on the immediately following Distribution Date. Any final distribution made
      pursuant to the immediately preceding sentence will be made only upon
      presentation and surrender of the related Certificates at the office of the
      Securities Administrator set forth herein. If the Master Servicer elects to
      terminate the Trust Fund pursuant to Section 10.01, at least ten (10) days
      prior to the date notice is to be mailed to the Certificateholders, the Master
      Servicer shall notify the Securities Administrator and the Trustee of the date
      the Master Servicer intends to terminate the Trust Fund. The Master Servicer
      shall remit the related Termination Price to the Securities Administrator on
      behalf of the Trust Fund on the Business Day prior to the Distribution Date
      for
      such Optional Termination by the Master Servicer.

     

    Notice
      of
      the exercise of the Cleanup Call, specifying the Distribution Date on which
      the
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Securities
      Administrator by letter to the Certificateholders mailed no later than the
      fifteenth (15th) day of the month of such final distribution. Any such notice
      shall specify (a) the Distribution Date upon which final distribution on the
      Certificates will be made upon presentation and surrender of the Certificates
      at
      the office therein designated, (b) the amount of such final distribution, (c)
      the location of the office or agency at which such presentation and surrender
      must be made and (d) that the Record Date otherwise applicable to such
      Distribution Date is not applicable, distributions being made only upon
      presentation and surrender of the Certificates at the office therein specified.
      The Securities Administrator will give such notice to each Rating Agency at
      the
      time such notice is given to the Certificateholders.

     

    In
      the
      event such notice is given, the Master Servicer shall deposit in the
      Distribution Account on the Business Day prior to the applicable Distribution
      Date an amount equal to the final distribution in respect of the Certificates.
      Upon certification to the Trustee by the Securities Administrator of the making
      of such final deposit, the Trustee shall promptly release or cause to be
      released to the Master Servicer the Mortgage Files for the remaining Mortgage
      Loans, and the Trustee shall execute all assignments, endorsements and other
      instruments delivered to it and necessary to effectuate such
      transfer.

     

    Upon
      presentation and surrender of the related Certificates, the Securities
      Administrator shall cause to be distributed to Certificateholders of each Class
      the amounts allocable to such Certificates held in the Distribution Account
      in
      the order and priority set forth in Section 5.04 hereof on the final
      Distribution Date and in proportion to their respective Percentage
      Interests.

     

    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six (6) months after the date specified in the above
      mentioned written notice, the Securities Administrator shall give a second
      written notice to the remaining affected Certificateholders to surrender their
      Certificates for cancellation and receive the final distribution with respect
      thereto. If within six (6) months after the second notice all the applicable
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator may take appropriate steps, or may appoint an agent to take
      appropriate steps, to contact the remaining affected Certificateholders
      concerning surrender of their Certificates, and the cost thereof shall be paid
      out of the funds and other assets that remain a part of the Trust Fund. If
      within two (2) years after the second notice all affected Certificates shall
      not
      have been surrendered for cancellation, the related Residual Certificateholders
      shall be entitled to all unclaimed funds and other assets of the Trust Fund
      that
      remain subject hereto and the Securities Administrator shall release such funds
      upon written direction.

     

    Section
      10.03  Additional
      Termination Requirements.

     

    In
      the
      event of (i) the exercise by the Master Servicer of the Cleanup Call pursuant
      to
      the terms of this Agreement or (ii) the final payment on or other liquidation
      of
      the last Mortgage Loan or REO Property in REMIC I pursuant to
      Section 10.01, the following additional requirements, unless the Trustee
      has been supplied with an Opinion of Counsel, at the expense of the Master
      Servicer (in the case of the exercise of the Cleanup Call) or the Depositor,
      to
      the effect that the failure of the Trust Fund to comply with the requirements
      of
      this Section 10.03 will not (i) result in the imposition of taxes on
“prohibited transactions” of a REMIC, or (ii) cause any REMIC to fail to qualify
      as a REMIC at any time that any Certificates are outstanding:

     

    
      	
              (1)

            	
              The
                Master Servicer (in the case of the exercise of the Cleanup Call)
                or the
                Depositor (in all other cases) shall establish a ninety-day liquidation
                period and notify the Securities Administrator thereof, and the Securities
                Administrator shall in turn specify the first day of such period
                in a
                statement attached to the tax return for each REMIC pursuant to Treasury
                Regulation Section 1.860F-1. The Master Servicer or the Depositor, as
                applicable, shall satisfy all the requirements of a qualified liquidation
                under Section 860F of the Code and any regulations thereunder, as
                evidenced by an Opinion of Counsel obtained at the expense of the
                Master
                Servicer or the Depositor, as applicable;

            
	 	 
	
              (2)

            	
              During
                such ninety-day liquidation period, and at or prior to the time of
                making
                the final payment on the Certificates, the Master Servicer (in the
                case of
                the exercise of the Cleanup Call) or the Depositor (in all other
                cases)
                shall sell all of the assets of REMIC I for cash; and

            
	 	 
	
              (3)

            	
              At
                the time of the making of the final payment on the Certificates,
                the
                Securities Administrator shall distribute or credit, or cause to
                be
                distributed or credited, to the Holders of the Residual Certificates
                all
                cash on hand in the Trust Fund (other than cash retained to meet
                claims),
                and the Trust Fund shall terminate at that
                time.

            


    

    


    By
      their
      acceptance of the Certificates, the Holders thereof hereby authorize the Master
      Servicer (in the case of the exercise of the Cleanup Call) or the Depositor
      (in
      all other cases) to specify the ninety-day liquidation period for each REMIC,
      which authorization shall be binding upon all successor
      Certificateholders.

     

    The
      Securities Administrator as agent for each REMIC hereby agrees to adopt and
      sign
      such a plan of complete liquidation upon the written request of the Master
      Servicer or the Depositor, as applicable, and the receipt of the Opinion of
      Counsel referred to in Section 10.03(1) and to take such other action in
      connection therewith as may be reasonably requested by the Master Servicer
      or
      the Depositor, as applicable.

    


     

     

    ARTICLE
      XI


    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01  Amendment.

     

    This
      Agreement may be amended from time to time by parties hereto, without the
      consent of any of the Certificateholders to cure any ambiguity, to correct
      or
      supplement any provisions herein, to change the manner in which the Distribution
      Account maintained by the Securities Administrator or the Custodial Accounts
      maintained by the related Servicer is maintained or to make such other
      provisions with respect to matters or questions arising under this Agreement
      as
      shall not be inconsistent with any other provisions herein if such action shall
      not, as evidenced by an Opinion of Counsel, adversely affect in any material
      respect the interests of any Certificateholder; 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) to a Successor Servicer satisfying
      the
      Minimum Servicing Requirements.

     

    Notwithstanding
      the foregoing, without the consent of the Certificateholders, the parties hereto
      may at any time and from time to time amend this Agreement to modify, eliminate
      or add to any of its provisions to such extent as shall be necessary or
      appropriate to maintain the qualification of each REMIC as a REMIC under the
      Code or to avoid or minimize the risk of the imposition of any tax on any REMIC
      pursuant to the Code that would be a claim against any REMIC at any time prior
      to the final redemption of the Certificates, provided that the Trustee has
      been
      provided an Opinion of Counsel, which opinion shall be an expense of the party
      requesting such opinion but in any case shall not be an expense of the Trustee
      or the Trust Fund, to the effect that such action is necessary or appropriate
      to
      maintain such qualification or to avoid or minimize the risk of the imposition
      of such a tax.

     

    This
      Agreement may also be amended from time to time by the parties hereto and the
      Holders of each Class of Certificates affected thereby evidencing over 50%
      of
      the Voting Rights of such Class or Classes for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Agreement or of modifying in any manner the rights of the Holders of
      Certificates; provided that no such amendment shall (i) reduce in any manner
      the
      amount of, or delay the timing of, payments required to be distributed on any
      Certificate without the consent of the Holder of such Certificate, (ii) cause
      any REMIC to cease to qualify as a REMIC or (iii) reduce the aforesaid
      percentages of Certificates of each Class the Holders of which are required
      to
      consent to any such amendment without the consent of the Holders of all
      Certificates of such Class then outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel, which opinion shall be an expense of the party requesting such
      amendment but in any case shall not be an expense of the Trustee, to the effect
      that such amendment will not (other than an amendment pursuant to clause (ii)
      of, and in accordance with, the preceding paragraph) cause the imposition of
      any
      tax on any REMIC or the Certificateholders or cause any REMIC to cease to
      qualify as a REMIC at any time that any Certificates are outstanding. Further,
      nothing in this Agreement shall require the Trustee to enter into an amendment
      without receiving an Opinion of Counsel, satisfactory to the Trustee that (i)
      such amendment is permitted and is not prohibited by this Agreement and (ii)
      that all requirements for amending this Agreement (including any consent of
      the
      applicable Certificateholders) have been complied with.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance of such amendment to each Certificateholder and each Rating
      Agency.

     

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

     

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

     

    Notwithstanding
      any of the other provisions of this Section 11.01, none of the parties to this
      Agreement shall enter into any amendment to this Agreement that could reasonably
      be expected to have a material adverse effect on the interests of the Swap
      Provider hereunder (excluding, for the avoidance of doubt, any amendment to
      this
      Agreement that is entered into solely for the purpose of appointing a successor
      servicer, master servicer, securities administrator, trustee or other service
      provider) without the prior written consent of the Swap Provider, which consent
      shall not be unreasonably withheld, conditioned or delayed.

     

    Section
      11.02  Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all of the counties
      or other comparable jurisdictions in which any or all of the Mortgaged
      Properties are situated, and in any other appropriate public recording office
      or
      elsewhere. The Sponsor or the Depositor shall effect such recordation at the
      Trust’s expense upon the request in writing of a Certificateholder, but only if
      such direction is accompanied by an Opinion of Counsel (provided at the expense
      of the Certificateholder requesting recordation) to the effect that such
      recordation would materially and beneficially affect the interests of the
      Certificateholders or is required by law.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    Section
      11.03  GOVERNING
      LAW.

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN
      THE
      PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW
      WHICH SHALL GOVERN.

     

    Section
      11.04  Intention
      of Parties.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Notes,
      Mortgages, assignments of Mortgages, title insurance policies and any
      modifications, extensions and/or assumption agreements and private mortgage
      insurance policies relating to the Mortgage Loans by the Sponsor to the
      Depositor, and by the Depositor to the Trust Fund be, and be construed as,
      an
      absolute sale thereof to the Depositor or the Trust Fund, as applicable. It
      is,
      further, not the intention of the parties that such conveyance be deemed a
      pledge thereof by the Sponsor to the Depositor, or by the Depositor to the
      Trust
      Fund. However, in the event that, notwithstanding the intent of the parties,
      such assets are held to be the property of the Sponsor or the Depositor, as
      applicable, or if for any other reason this Agreement is held or deemed to
      create a security interest in such assets, then (i) this Agreement shall be
      deemed to be a security agreement within the meaning of the Uniform Commercial
      Code of the State of New York and (ii) each conveyance provided for in this
      Agreement shall be deemed to be an assignment and a grant by the Sponsor or
      the
      Depositor, as applicable, for the benefit of the Certificateholders, of a
      security interest in all of the assets that constitute the Trust Fund, whether
      now owned or hereafter acquired.

     

    The
      Depositor for the benefit of the Certificateholders shall, to the extent
      consistent with this Agreement, take such actions as may be necessary to ensure
      that, if this Agreement were deemed to create a security interest in the assets
      of the Trust Fund, such security interest would be deemed to be a perfected
      security interest of first priority under applicable law and will be maintained
      as such throughout the term of the Agreement.

     

    Section
      11.05  Notices.

     

    The
      Securities Administrator shall use its best efforts to promptly provide notice
      to each Rating Agency with respect to each of the following of which it has
      actual knowledge:

     

    
      	(1)  	
              Any
                material change or amendment to this
                Agreement;

            


    

     

    
      	(2)  	
              The
                occurrence of any Servicer Default or Master Servicer Default that
                has not
                been cured;

            


    

     

    
      	(3)  	
              The
                resignation or termination of a Servicer, the Master Servicer or
                the
                Trustee and the appointment of any successor;
                and

            


    

     

    
      	(4)  	
              The
                final payment to
                Certificateholders.

            


    

     

    In
      addition, the Securities Administrator shall, upon request, promptly furnish
      to
      each Rating Agency copies of the following:

     

    
      	(5)  	
              Each
                Annual Statement of Compliance described in Section 3.13 of this
                Agreement; and

            


    

     

    
      	(6)  	
              Each
                Assessment of Compliance and Attestation Report described in
                Section 3.14.

            


    

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered at or mailed by registered mail,
      return receipt requested, postage prepaid, or by recognized overnight courier,
      or by facsimile transmission to a number provided by the appropriate party
      if
      receipt of such transmission is confirmed to (i) in the case of the Depositor,
      Nomura Home Equity Loan, Inc.., 2 World Financial Center, Building B, New York,
      New York 10281 Attention: Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
      Series 2006-AF1; (ii) in the case of the Sponsor, Nomura Credit & Capital,
      Inc., 2 World Financial Center, Building B, New York, New York 10281, Attention:
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-AF1 or such
      other address as may be hereafter furnished to the other parties hereto by
      the
      Sponsor in writing; (iii) in the case of GMACM, GMAC Mortgage, LLC, 500
      Enterprise Road Horsham, Pennsylvania 19044, Attention: Ken Perkins; (iv) in
      the
      case of the Trustee, at each Corporate Trust Office or such other address as
      the
      Trustee may hereafter furnish to the other parties hereto; (v) in the case
      of
      the Custodian, Wells Fargo Bank, N.A., 24 Executive Park, Suite 100, Irvine,
      California 92614, (vi) in the case of the Securities Administrator, its
      Corporate Trust Office; (vii) in the case of the Master Servicer, P.O. Box
      98,
      Columbia, Maryland 21046 (or for overnight deliveries, 9062 Old Annapolis Road,
      Columbia, Maryland 21045, Attention Client Manager - NHEL 2006-AF1) and (viii)
      in the case of the Rating Agencies, (a) Standard & Poor’s, 55 Water Street,
      41st
      Floor,
      New York, New York 10041, Attention: Mortgage Surveillance Group and (b) Moody’s
      Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
      Home Equity Monitoring. Any notice delivered to the Sponsor or the Trustee
      under
      this Agreement shall be effective only upon receipt. Any notice required or
      permitted to be mailed to a Certificateholder, unless otherwise provided herein,
      shall be given by first-class mail, postage prepaid, at the address of such
      Certificateholder as shown in the Certificate Register; any notice so mailed
      within the time prescribed in this Agreement shall be conclusively presumed
      to
      have been duly given, whether or not the Certificateholder receives such
      notice.

     

    Section
      11.06  Severability
      of Provisions.

     

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

     

    Section
      11.07  Assignment.

     

    Notwithstanding
      anything to the contrary contained herein, except as provided pursuant to
      Section 7.02, this Agreement may not be assigned by the Sponsor or the
      Depositor.

     

    Section
      11.08  Limitation
      on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representative or heirs to claim an accounting or to take any action or commence
      any proceeding in any court for a petition or winding up of the Trust Fund,
      or
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as provided herein)
      or in
      any manner otherwise control the operation and management of the Trust Fund,
      or
      the obligations of the parties hereto, nor shall anything herein set forth
      or
      contained in the terms of the Certificates be construed so as to constitute
      the
      Certificateholders from time to time as partners or members of an association;
      nor shall any Certificateholder be under any liability to any third party by
      reason of any action taken by the parties to this Agreement pursuant to any
      provision hereof.

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee, a written notice of a
      Servicer Default and of the continuance thereof, as hereinbefore provided,
      the
      Holders of Certificates evidencing not less than twenty-five percent (25%)
      of
      the Voting Rights evidenced by the Certificates shall also have made written
      request to the Trustee to institute such action, suit or proceeding in its
      own
      name as Trustee, hereunder and shall have offered to the Trustee such indemnity
      satisfactory to it as it may require against the costs, expenses, and
      liabilities to be incurred therein or thereby, and the Trustee or for sixty
      (60)
      days after its receipt of such notice, request and offer of indemnity shall
      have
      neglected or refused to institute any such action, suit or proceeding; it being
      understood and intended, and being expressly covenanted by each
      Certificateholder with every other Certificateholder and the Trustee, that
      no
      one or more Holders of Certificates shall have any right in any manner whatever
      by virtue or by availing itself or themselves of any provisions of this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of the Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder or to enforce any right under this Agreement, except
      in
      the manner herein provided and for the common benefit of all Certificateholders.
      For the protection and enforcement of the provisions of this Section 11.08,
      each and every Certificateholder or the Trustee shall be entitled to such relief
      as can be given either at law or in equity.

     

    Section
      11.09  Certificates
      Nonassessable and Fully Paid.

     

    It
      is the
      intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Trustee pursuant to this Agreement, are and shall be deemed fully
      paid.

     

    Section
      11.10  Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.13, 3.14,
      3.18 and 5.14 of this Agreement is to facilitate compliance by the Sponsor
      and
      the Depositor with the provisions of Regulation AB promulgated by the SEC under
      the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from
      time to time and subject to clarification and interpretive advice as may be
      issued by the staff of the SEC from time to time. Therefore, each of the parties
      agrees that (a) the obligations of the parties hereunder shall be interpreted
      in
      such a manner as to accomplish that purpose, (b) the parties’ obligations
      hereunder will be supplemented and modified as necessary to be consistent with
      any such amendments, interpretive advice or guidance, convention or consensus
      among active participants in the asset-backed securities markets, advice of
      counsel, or otherwise in respect of the requirements of Regulation AB, (c)
      the
      parties shall comply with requests made by the Sponsor or the Depositor for
      delivery of additional or different information as the Sponsor or the Depositor
      may determine in good faith is necessary to comply with the provisions of
      Regulation AB and (d) no amendment of this Agreement shall be required to effect
      any such changes in the parties’ obligations as are necessary to accommodate
      evolving interpretations of the provisions of Regulation AB.

     

    Notwithstanding
      the foregoing, the related Servicer shall be under no obligation to provide
      any
      information in addition to that required by Sections 3.13, 3.14, 3.18 and 5.14
      of this Agreement as of the Closing Date that the Depositor deems required
      under
      Regulation AB if (i) such Servicer does not believe that such additional
      information is required under Regulation AB and (ii) such Servicer is not
      providing such additional information for its own securitizations, unless the
      Depositor pays all reasonable costs incurred by such Servicer in connection
      with
      the preparation and delivery of such additional information and such Servicer
      is
      given reasonable time to establish the necessary systems and procedures to
      produce such additional information.

     

    Section
      11.11  Early
      Termination of the Cap Contract.

     

    In
      the
      event that the Cap Contract is canceled or otherwise terminated for any reason
      (other than the exhaustion of the interest rate protection provided thereby),
      the Sponsor shall, to the extent a replacement contract is available, direct
      the
      Trustee to execute a replacement contract comparable to the Cap Contract which
      was cancelled or otherwise terminated, providing interest rate protection which
      is equal to the then-existing protection provided by the Cap Contract, which
      was
      cancelled or otherwise terminated provided, however, that the cost of any such
      replacement contract providing the same interest rate protection provided by
      such replacement contract may be reduced to a level such that the cost of such
      replacement contract shall not exceed the amount of any early termination
      payment. If the Trustee is unable to locate a qualified successor Cap Provider,
      any early termination payment will be remitted to the Net WAC Reserve Fund
      for
      the benefit of the
      Class
      A-4 Certificates
      for
      distribution by the Securities Administrator to the Class A-4 Certificates
      in
      accordance with paragraph (4) of clause Third
      of
      Section 5.04(a).

     

    Section
      11.12  Early
      Termination of Swap Agreement.

     

    In
      the
      event that the Swap Agreement is canceled or otherwise terminated for any reason
      (other than the exhaustion of the interest rate protection provided thereby),
      the Sponsor shall, to the extent a replacement contract is available, direct
      the
      Trustee to execute a replacement contract comparable to the Swap Agreement,
      providing interest rate protection which is equal to the then-existing
      protection provided by the Swap Agreement, provided, however, that the cost
      of
      any such replacement contract providing the same interest rate protection
      provided by such replacement contract may be reduced to a level such that the
      cost of such replacement contract shall not exceed the amount of any early
      termination payment.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Depositor, the Sponsor, the Master Servicer, the Securities
      Administrator, GMACM 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/
                Timothy P.F. Crowley

            
	 	
              Name:
                Timothy P.F. Crowley

            
	 	
              Title:
                Vice President

               

            
	 	
              WELLS
                FARGO
                BANK, NATIONAL
                ASSOCIATION,

            
	 	
              as
                Master Servicer and Securities Administrator

               

            
	 	
              By:
                /s/
                Carla S. Walker

            
	 	
              Name:
                Carla S. Walker

            
	 	
              Title:
                Vice President

               

            
	 	
              HSBC
                BANK
                USA, NATIONAL
                ASSOCIATION,

            
	 	
              as
                Trustee

               

            
	 	
              By:
                /s/
                Elena Zheng

            
	 	
              Name:
                Elena Zheng

            
	 	
              Title:
                Assistant Vice President

               

            
	 	
              GMAC
                MORTGAGE, LLC,

            
	 	
              as
                a Servicer

               

            
	 	
              By:
                /s/
                Wesley B. Howland

            
	 	
              Name:
                Wesely B. Howland

            
	 	
              Title:
                Vice President

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    
      	
              With
                respect to Sections 3.33, 3.34, 3.35 and 3.36

               

            	 
	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, as Credit Risk Manager

               

            	 
	
              By:
                /s/
                Carla S. Walker

            	 
	
              Name:
                Carla S. Walker

            	 
	
              Title:
                Vice President

               

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

               

            	
              )

               

            


    

    


    On
      this
      ___ day of November 2006, before me, a notary public in and for said State,
      appeared _____________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Nomura Home Equity Loan, Inc.,
      one of the entities that executed the within instrument, and also known to
      me to
      be the person who executed it on behalf of such corporation and acknowledged
      to
      me that such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

               

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

               

            	
              )

               

            


    

    


    On
      this
      ____ day of November 2006 before me, a notary public in and for said State,
      appeared_______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Nomura Credit & Capital,
      Inc., one of the entities that executed the within instrument, and also known
      to
      me to be the person who executed it on behalf of such corporation, and
      acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

               

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY

               

            	
              )

               

            


    

    


    On
      this
      ____ day of November 2006, before me, a notary public in and for said State,
      appeared _________________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of GMAC Mortgage, LLC, one of the
      entities that executed the within instrument, and also known to me to be the
      person who executed it on behalf of such corporation and acknowledged to me
      that
      such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

               

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

               

            	
              )

               

            


    

    


    On
      this
      ____ day of November 2006, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of HSBC Bank USA, National
      Association, one of the entities that executed the within instrument, and also
      known to me to be the person who executed it on behalf of such corporation,
      and
      acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

               

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

               

            	
              )

               

            


    

    


    On
      this
      ____ day of November 2006, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Wells Fargo Bank, National
      Association, one of the entities that executed the within instrument, and also
      known to me to be the person who executed it on behalf of such entity, and
      acknowledged to me that such entity executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

               

            


    

    [Notarial
      Seal]

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


      EXHIBIT
        A-1

       

      FORM
        OF CLASS
        A-[1][2][3][4] CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
        THE
        CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
        BE
        DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
        MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
        ADMINISTRATOR NAMED HEREIN.

       

      PRIOR
        TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY
        TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
        SET
        FORTH IN SECTION 6.02(b) OF THE POOLING & SERVICING
        AGREEMENT.

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


        
          	
                  Certificate
                    No. __

                	
                  Initial
                    Pass-Through Rate: [____%][Variable]

                
	 	 
	
                  Class
                    A-[1][2][3][4] Senior

                	 
	 	 
	
                  Date
                    of Pooling and Servicing Agreement

                  and
                    Cut-off Date: October 1, 2006

                	
                  Aggregate
                    Initial Certificate Principal Balance of the Class A-[1][2][3][4]
                    Certificates as of the Cut-off Date:

                  $ 

                
	 	 
	
                  Trustee:
                    HSBC Bank USA, National Association

                	 
	 	 
	
                  First
                    Distribution Date: November 25, 2006

                	
                  Initial
                    Certificate Principal Balance of this Certificate as of the Cut-off
                    Date:
                    

                  $

                
	 	 
	 	
                  Master
                    Servicer and Securities Administrator:

                  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  Assumed
                    Final Distribution Date:

                  October
                    25, 2036

                	
                  CUSIP:
                    [__________________]

                
	 	 


        

      

      

 

      NOMURA
        HOME EQUITY LOAN, INC., 

      HOME
        EQUITY LOAN TRUST SERIES 2006-AF1 ASSET-BACKED CERTIFICATE

      SERIES
        2006-AF1

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        A-[1][2][3][4] Certificates with respect to a Trust Fund consisting primarily
        of
        a pool of conventional one- to four-family fixed-rate mortgage loans sold
        by
        NOMURA HOME EQUITY LOAN, INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc. (“NHEL”)
        or the Trustee or any of their affiliates or any other person. Neither this
        Certificate nor the underlying Mortgage Loans are guaranteed or insured by
        any
        governmental entity or by NHEL or the Trustee or any of their affiliates
        or any
        other person. None of NHEL, the Trustee, the Securities Administrator or
        any of
        their affiliates will have any obligation with respect to any certificate
        or
        other obligation secured by or payable from payments on the
        Certificates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional first lien, fixed-rate mortgage loans secured
        by
        attached, detached or semidetached one- to four-family residences, units
        in
        planned unit developments, individual condominium units, condo-tels and
        townhouses (collectively, the “Mortgage Loans”) sold by NHEL. The Mortgage Loans
        were sold by Nomura Credit & Capital, Inc. (the “Sponsor”)
        to
        NHEL. The Trust Fund was created pursuant to the Pooling and Servicing Agreement
        dated as of the Cut-off Date specified above (the “Agreement”), among NHEL, as
        depositor (the “Depositor”), the Sponsor, HSBC Bank USA, National Association,
        as trustee (the “Trustee”), and Wells Fargo Bank, N.A., as master servicer (the
“Master Servicer”) and securities administrator (the “Securities
        Administrator”), a summary of certain of the pertinent provisions of which is
        set forth hereafter. To the extent not defined herein, capitalized terms
        used
        herein shall have the meaning ascribed to them in the Agreement. This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of its acceptance hereof assents and by which such Holder is
        bound.

       

      Interest
        on this Certificate will accrue during [FOR CLASS A-[1][2][3] CERTIFICATES][the
        calendar month immediately preceding the calendar month in which such
        Distribution Date occurs] [FOR CLASS A-4 CERTIFICATES][the period from and
        including the 25th day of the calendar month preceding the calendar month
        in
        which such Distribution Date occurs (or with respect to the first Accrual
        Period, the Closing Date) to and including the 24th day of the calendar month
        in
        which such Distribution Date occurs] on the Certificate Principal Balance
        hereof
        at a per annum Pass-Through Rate equal to [FOR CLASS A-[1][2][3]
        CERTIFICATES][the Initial Pass-Through Rate set forth on the face hereof
        for the
        First Distribution Date and, for each Distribution Date thereafter, the lesser
        of (i) [______]% per annum and (ii) the applicable Net WAC Pass-Through Rate
        for
        such Distribution Date] [FOR CLASS A-4 CERTIFICATES][the lesser of (i) the
        sum
        of One-Month LIBOR for that Distribution Date plus (A) on or prior to the
        First
        Optional Termination Date, [___]% or (B) after the First Optional Termination
        Date, [___]% and (ii) the Net WAC Pass-Through Rate.] The Securities
        Administrator will distribute on the 25th day of each month, or, if such
        25th
        day is not a Business Day, on the immediately following Business Day (each,
        a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered on the applicable
        Record Date, an amount equal to the product of the Percentage Interest evidenced
        by this Certificate and the amount (of interest and principal, if any) required
        to be distributed to the Holders of Certificates of the same Class as this
        Certificate. The Assumed Final Distribution Date is the Distribution Date
        in
        October 2036 which is not likely to be the date on which the Certificate
        Principal Balance of this Class of Certificates will be reduced to zero.
        

      


      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests, by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the foregoing, the final distribution on this Certificate
        will
        be made after due notice by the Securities Administrator of the pendency
        of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice. The initial Certificate Principal Balance of this
        Certificate is set forth above. The Certificate Principal Balance hereof
        will be
        reduced to the extent of distributions allocable to principal
        hereon.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      Any
        transferee of this Certificate shall be deemed to make the representations
        set
        forth in Section 6.02(b) of the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries on the Mortgage Loans and other assets
        included in the Trust Fund [FOR CLASS A-4 ONLY: (including the Cap Agreement)]
        and the Supplemental Interest Trust, all as more specifically set forth in
        the
        Agreement.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        and
        (ii) the optional repurchase by the Master Servicer of all the Mortgage Loans
        and other assets of the Trust Fund in accordance with the terms of the
        Agreement. Such optional repurchase may be made by the Master Servicer only
        on
        or after the Distribution Date on which the Stated Principal Balance of the
        Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
        Balance of the Mortgage Loans. The exercise of such right will effect the
        early
        retirement of the Certificates. Notwithstanding the foregoing, the Master
        Servicer shall not be entitled to exercise the Cleanup Call to the extent
        that
        the Depositor creates a net interest margin transaction which includes the
        Class
        X Certificates or Class P Certificates and the notes issued pursuant to such
        net
        interest margin transaction are outstanding on the date on which the Master
        Servicer intends to exercise the Cleanup Call. In no event, however, will
        the
        Trust Fund created by the Agreement continue beyond the earlier of (i) the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      


      
        	
                Dated: November
                  __, 2006

              	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class A-[1][2][3][4] Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:
                  

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-2

       

      FORM
        OF CLASS M-[1][2][3] CERTIFICATE

       

      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
        [[,/AND] THE CLASS M-1 CERTIFICATES] [[,/AND] [THE CLASS M-2 CERTIFICATES]
        AS
        DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
        SET
        FORTH IN SECTION 6.02(b) OF THE POOLING & SERVICING
        AGREEMENT.

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
        FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
        BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN
        BELOW.
        ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
        BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN. ANY TRANSFEREE
        OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH
        IN
        SECTION 6.02(b) OF THE AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY
        AN
        AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR
        OR
        ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
        ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
        REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
        AND
        ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
        FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
        OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        
          	
                  Certificate
                    No. __

                	
                  Pass-Through
                    Rate: ___%

                
	 	 
	
                  Class
                    M-[1][2][3]Subordinate

                	 
	 	 
	
                  Date
                    of Pooling and Servicing Agreement

                  and
                    Cut-off Date: October 1, 2006

                	
                  Aggregate
                    Initial Certificate Principal Balance of this Class M-[1][2][3]
                    Certificate as of the Cut-off Date:

                  $_______________

                
	 	 
	
                  Trustee:
                    HSBC Bank USA, National Association

                	 
	 	 
	
                  First
                    Distribution Date:

                  November
                    25, 2006

                	
                  Initial
                    Certificate Principal Balance of this Certificate as of the Cut-off
                    Date:
                    

                  $________________

                
	 	 
	 	
                  Master
                    Servicer and Securities Administrator: Wells Fargo Bank,
                    N.A.

                
	 	 
	
                  Assumed
                    Final Distribution Date:

                  October
                    25, 2036

                	
                  CUSIP:
                    [__________________]

                


        

      

       

      
 

      NOMURA
        HOME EQUITY LOAN, INC., HOME EQUITY LOAN TRUST SERIES 2006-AF1 ASSET-BACKED
        CERTIFICATE

      SERIES
        2006-AF1

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        M-[1][2][3] Certificates with respect to a Trust Fund consisting primarily
        of a
        pool of conventional one- to four-family fixed-rate mortgage loans sold by
        NOMURA HOME EQUITY LOAN, INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc. (“NHEL”)
        or the Trustee or any of their affiliates or any other person. Neither this
        Certificate nor the underlying Mortgage Loans are guaranteed or insured by
        any
        governmental entity or by NHEL or the Trustee or any of their affiliates
        or any
        other person. None of NHEL, the Trustee, the Securities Administrator or
        any of
        their affiliates will have any obligation with respect to any certificate
        or
        other obligation secured by or payable from payments on the
        Certificates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional first lien, fixed-rate mortgage loans secured
        by
        attached, detached or semidetached one- to four-family residences, units
        in
        planned unit developments, individual condominium units, condo-tels and
        townhouses (collectively, the “Mortgage Loans”) sold by NHEL. The Mortgage Loans
        were sold by Nomura Credit & Capital, Inc. (the “Sponsor”) to NHEL. The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
        as
        of the Cut-off Date specified above (the “Agreement”), among NHEL, as depositor
        (the “Depositor”), the Sponsor, HSBC Bank USA, National Association, as trustee
        (the “Trustee”), and Wells Fargo Bank, N.A., as master servicer (the “Master
        Servicer”) and securities administrator (the “Securities Administrator”), a
        summary of certain of the pertinent provisions of which is set forth hereafter.
        To the extent not defined herein, capitalized terms used herein shall have
        the
        meaning ascribed to them in the Agreement. This Certificate is issued under
        and
        is subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of its acceptance hereof
        assents and by which such Holder is bound.

       

      Interest
        on this Certificate will accrue during the calendar month preceding to the
        calendar month in which such Distribution Date (as hereinafter defined) occurs
        on the Certificate Principal Balance hereof at a per annum Pass-Through Rate
        equal to the Initial Pass-Through Rate set forth on the face hereof for the
        First Distribution Date and, for each Distribution Date thereafter, the lesser
        of (i)(a) with respect to any Distribution Date which occurs on or prior
        to the
        First Optional Termination Date, [____]% per annum and (b) with respect to
        each
        Distribution Date which occurs thereafter, [____]% per annum and (ii) the
        Net
        WAC Pass-Through Rate for such Distribution Date. The Securities Administrator
        will distribute on the 25th day of each month, or, if such 25th day is not
        a
        Business Day, on the immediately following Business Day (each, a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered at the close of business on
        the
        last Business Day of the calendar month immediately preceding the month in
        which
        the Distribution Date occurs, an amount equal to the product of the Percentage
        Interest evidenced by this Certificate and the amount (of interest and
        principal, if any) required to be distributed to the Holders of Certificates
        of
        the same Class as this Certificate. The Assumed Final Distribution Date is
        the
        Distribution Date in the month of the latest scheduled maturity date of any
        Mortgage Loan and is not likely to be the date on which the Certificate
        Principal Balance of this Class of Certificates will be reduced to
        zero.

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the foregoing, the final distribution on this Certificate
        will
        be made after due notice by the Securities Administrator of the pendency
        of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice. The initial Certificate Principal Balance of this
        Certificate is set forth above. The Certificate Principal Balance hereof
        will be
        reduced to the extent of distributions allocable to principal hereon and
        any
        Realized Losses allocable hereto.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      Any
        transferee of this Certificate shall be deemed to make the representations
        set
        forth in Section 6.02(b) of the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries on the Mortgage Loans and other assets
        included in the Trust Fund and the Supplemental Interest Trust, all as more
        specifically set forth in the Agreement.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated transferee.
        Any
        transferee of this Certificate shall be deemed to make the representations
        set
        forth in Section 6.02(b) of the Agreement.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        and
        (ii) the optional repurchase by the Master Servicer of all the Mortgage Loans
        and other assets of the Trust Fund in accordance with the terms of the
        Agreement. Such optional repurchase may be made by the Master Servicer only
        on
        or after the Distribution Date on which the Stated Principal Balance of the
        Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
        Balance of the Mortgage Loans. The exercise of such right will effect the
        early
        retirement of the Certificates. Notwithstanding the foregoing, the Master
        Servicer shall not be entitled to exercise the Cleanup Call to the extent
        that
        the Depositor creates a net interest margin transaction which includes the
        Class
        X Certificates or Class P Certificates and the notes issued pursuant to such
        net
        interest margin transaction are outstanding on the date on which the Master
        Servicer intends to exercise the Cleanup Call. In no event, however, will
        the
        Trust Fund created by the Agreement continue beyond the earlier of (i) the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      


      
        	
                Dated: November
                  __, 2006

              	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class M-[1][2][3] Certificates referred to in the within-mentioned
        Agreement.

       

      


      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-3

       

      FORM
        OF CLASS X CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND MEZZANINE CERTIFICATES
        TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
        HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
        HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
        MAY
        BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
        WITH
        THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
        144A
        UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
        (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
        ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
        RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
        (2)
        PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
        SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL
        ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
        (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF
        THE
        EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS UNDER THE SECURITIES ACT, PURCHASING
        NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
        RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE
        FORM
        PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR
        OF
        SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH
        REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
        ACT AND
        OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
        SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
        JURISDICTION.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
        AGREEMENT.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        
          	
                  Certificate
                    No. __

                	
                  Percentage
                    Interest: ____

                
	 	 
	
                  Class
                    X

                	
                  Variable
                    Pass-Through Rate

                
	 	 
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: October 1,
                    2006

                	
                  Initial
                    Certificate Notional Balance of this Certificate as of the Cut-off
                    Date:

                
	 	 
	
                  Trustee:
                    HSBC Bank USA, National Association

                	 
	 	 
	
                  First
                    Distribution Date: November 25, 2006

                	 
	 	
                  Master
                    Servicer and Securities Administrator: Wells Fargo Bank,
                    N.A.

                
	 	 
	
                  Assumed
                    Final Distribution Date: October 25, 2036

                	
                  CUSIP:
                    [__________________]

                


        

      

       

       

      


      NOMURA
        HOME EQUITY LOAN, INC., HOME EQUITY LOAN TRUST SERIES 2006-AF1 ASSET-BACKED
        CERTIFICATE

      SERIES
        2006-AF1

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        X
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional one- to four-family fixed-rate mortgage loans sold by NOMURA
        HOME
        EQUITY LOAN, INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc. (“NHEL”)
        or the Trustee or any of their affiliates or any other person. Neither this
        Certificate nor the underlying Mortgage Loans are guaranteed or insured by
        any
        governmental entity or by NHEL or the Trustee or any of their affiliates
        or any
        other person. None of NHEL, the Trustee, the Securities Administrator or
        any of
        their affiliates will have any obligation with respect to any certificate
        or
        other obligation secured by or payable from payments on the
        Certificates.

       

      This
        certifies that Nomura Securities International, Inc. is the registered owner
        of
        the Percentage Interest evidenced hereby in the beneficial ownership interest
        of
        Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
        generally consisting of conventional first lien, fixed-rate mortgage loans
        secured by attached, detached or semidetached one- to four-family residences,
        units in planned unit developments, individual condominium units, condo-tels
        and
        townhouses (collectively, the “Mortgage Loans”) sold by NHEL. The Mortgage Loans
        were sold by Nomura Credit & Capital, Inc. (the “Sponsor”) to NHEL. The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
        as
        of the Cut-off Date specified above (the “Agreement”), among NHEL, as depositor
        (the “Depositor”), the Sponsor, HSBC Bank USA, National Association, as trustee
        (the “Trustee”), and Wells Fargo Bank, N.A., as master servicer (the “Master
        Servicer”) and securities administrator (the “Securities Administrator”), a
        summary of certain of the pertinent provisions of which is set forth hereafter.
        To the extent not defined herein, capitalized terms used herein shall have
        the
        meaning ascribed to them in the Agreement. This Certificate is issued under
        and
        is subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of its acceptance hereof
        assents and by which such Holder is bound.

       

      Interest
        on this Certificate will accrue during the month preceding the month in which
        a
        Distribution Date (as hereinafter defined) occurs on the Certificate Notional
        Balance hereof at a per annum rate equal to the Class X Pass-Through Rate
        as set
        forth in the Agreement. The Securities Administrator will distribute on the
        25th
        day of each month, or, if such 25th day is not a Business Day, on the
        immediately following Business Day (each, a “Distribution Date”), commencing on
        the First Distribution Date specified above, to the Person in whose name
        this
        Certificate is registered at the close of business on the last day Business
        Day
        immediately preceding such Distribution Date, an amount equal to the product
        of
        the Percentage Interest evidenced by this Certificate and the amount required
        to
        be distributed to the Holders of Certificates of the same Class as this
        Certificate. The Assumed Final Distribution Date is the Distribution Date
        in the
        month of the latest scheduled maturity date of any Mortgage Loan. 

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the foregoing, the final distribution on this Certificate
        will
        be made after due notice by the Securities Administrator of the pendency
        of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without such registration or qualification,
        the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit E and either F or G, as applicable,
        and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
        such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator or the Trustee in their respective capacities as
        such),
        together with copies of the written certification(s) of the Holder of the
        Certificate desiring to effect the transfer and/or such Holder’s prospective
        transferee upon which such Opinion of Counsel is based. Neither the Depositor,
        the Securities Administrator nor the Trustee is obligated to register or
        qualify
        the Class of Certificates specified on the face hereof under the 1933 Act
        or any
        other securities law or to take any action not otherwise required under the
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Securities Administrator,
        the
        Depositor and the Sponsor against any liability that may result if the transfer
        is not so exempt or is not made in accordance with such federal and state
        laws.

       

      No
        transfer of this Certificate shall be made to any person unless the transferee
        provides a certification pursuant to Section 6.02(b) of the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Securities
        Administrator is not liable to the Certificateholders for any amount payable
        under this Certificate or the Agreement or, except as expressly provided
        in the
        Agreement, subject to any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. 

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        and
        (ii) the optional repurchase by the Master Servicer of all the Mortgage Loans
        and other assets of the Trust Fund in accordance with the terms of the
        Agreement. Such optional repurchase may be made by the Master Servicer only
        on
        or after the Distribution Date on which the Stated Principal Balance of the
        Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
        Balance of the Mortgage Loans. The exercise of such right will effect the
        early
        retirement of the Certificates. Notwithstanding the foregoing, the Master
        Servicer shall not be entitled to exercise the Cleanup Call to the extent
        that
        the Depositor creates a net interest margin transaction which includes the
        Class
        X Certificates or Class P Certificates and the notes issued pursuant to such
        net
        interest margin transaction are outstanding on the date on which the Master
        Servicer intends to exercise the Cleanup Call. In no event, however, will
        the
        Trust Fund created by the Agreement continue beyond the earlier of (i) the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      


      
        	
                Dated: November
                  __, 2006

              	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class X Certificates referred to in the within-mentioned
        Agreement.

       

      


      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

      


      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-4

       

      FORM
        OF CLASS P CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
        HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
        MAY
        BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
        WITH
        THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
        144A
        UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
        (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
        A
        QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
        PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
        TO
        AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
        ACT (IF
        AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
        D
        UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
        SUCH
        PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
        ACT,
        SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
        SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
        THE
        SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
        ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
        WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
        WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
        APPLICABLE JURISDICTION.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
        AGREEMENT.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        
          	
                  Certificate
                    No. ___

                	
                  Percentage
                    Interest: 100%

                
	 	 
	
                  Class
                    P

                	 
	 	 
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: October
                    1,
                    2006

                	
                  Aggregate
                    Initial Certificate Principal Balance of the Class P Certificates
                    as of
                    the Cut-off Date: $100

                
	 	 
	
                  First
                    Distribution Date: November 25, 2006

                	
                  Initial
                    Certificate Principal Balance of the Certificate as of the Cut-off
                    Date:
                    $100

                
	 	 
	
                  Trustee:
                    HSBC Bank USA, National Association

                	 
	 	
                  Master
                    Servicer and Securities Administrator: Wells Fargo Bank,
                    N.A.

                
	
                  Assumed
                    Final Distribution Date: October 25, 2036

                	 
	 	
                  CUSIP:
                    [__________________]

                


        


        
          	
                  Certificate
                    No. ___

                	
                  Percentage
                    Interest: 100%

                
	 	 
	
                  Class
                    P

                	 
	 	 
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: October
                    1,
                    2006

                	
                  Aggregate
                    Initial Certificate Principal Balance of the Class P Certificates
                    as of
                    the Cut-off Date: $100

                
	 	 
	
                  First
                    Distribution Date: November 25, 2006

                	
                  Initial
                    Certificate Principal Balance of the Certificate as of the Cut-off
                    Date:
                    $100

                
	 	 
	
                  Trustee:
                    HSBC Bank USA, National Association

                	 
	 	
                  Master
                    Servicer and Securities Administrator: Wells Fargo Bank,
                    N.A.

                
	
                  Assumed
                    Final Distribution Date: October 25, 2036

                	 
	 	
                  CUSIP:
                    [__________________]

                


        

      

       

       

       

      NOMURA
        HOME EQUITY LOAN, INC., HOME EQUITY LOAN TRUST SERIES 2006-AF1 ASSET-BACKED
        CERTIFICATE

      SERIES
        2006-AF1

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        P
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional one- to four-family fixed-rate mortgage loans sold by NOMURA
        HOME
        EQUITY LOAN, INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc. (“NHEL”)
        or the Trustee or any of their affiliates or any other person. Neither this
        Certificate nor the underlying Mortgage Loans are guaranteed or insured by
        any
        governmental entity or by NHEL or the Trustee or any of their affiliates
        or any
        other person. None of NHEL, the Trustee, the Securities Administrator or
        any of
        their affiliates will have any obligation with respect to any certificate
        or
        other obligation secured by or payable from payments on the
        Certificates.

       

      This
        certifies that Nomura Securities International, Inc. is the registered owner
        of
        the Percentage Interest evidenced hereby in the beneficial ownership interest
        of
        Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
        generally consisting of conventional first lien, fixed-rate mortgage loans
        secured by attached, detached or semidetached one- to four-family residences,
        units in planned unit developments, individual condominium units, condo-tels
        and
        townhouses (collectively, the “Mortgage Loans”) sold by NHEL. The Mortgage Loans
        were sold by Nomura Credit & Capital, Inc. (the “Sponsor”) to NHEL. The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
        as
        of the Cut-off Date specified above (the “Agreement”), among NHEL, as depositor
        (the “Depositor”), the Sponsor, HSBC Bank USA, National Association, as trustee
        (the “Trustee”), and Wells Fargo Bank, N.A., as master servicer (the “Master
        Servicer”) and securities administrator (the “Securities Administrator”), a
        summary of certain of the pertinent provisions of which is set forth hereafter.
        To the extent not defined herein, capitalized terms used herein shall have
        the
        meaning ascribed to them in the Agreement. This Certificate is issued under
        and
        is subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of its acceptance hereof
        assents and by which such Holder is bound.

       

      The
        Securities Administrator will distribute on the 25th day of each month, or,
        if
        such 25th day is not a Business Day, on the immediately following Business
        Day
        (each, a “Distribution Date”), commencing on the First Distribution Date
        specified above, to the Person in whose name this Certificate is registered
        at
        the close of business on the last day (or if such last day is not a Business
        Day, on the Business Day immediately preceding such last day) of the calendar
        month immediately preceding the month in which the Distribution Date occurs,
        an
        amount equal to the product of the Percentage Interest evidenced by this
        Certificate and the amount required to be distributed to the Holders of
        Certificates of the same Class as this Certificate. The Assumed Final
        Distribution Date is the Distribution Date in the month following the latest
        scheduled maturity date of any Mortgage Loan. Distributions on this Certificate
        will be made by the Securities Administrator by check mailed to the address
        of
        the Person entitled thereto as such name and address shall appear on the
        Certificate Register or, if such Person so requests by notifying the Securities
        Administrator in writing as specified in the Agreement. Notwithstanding the
        foregoing, the final distribution on this Certificate will be made after
        due
        notice by the Securities Administrator of the pendency of such distribution
        and
        only upon presentation and surrender of this Certificate at the office or
        agency
        appointed by the Securities Administrator for that purpose and designated
        in
        such notice.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without such registration or qualification,
        the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit E and either F or G, as applicable,
        and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
        such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator or the Trustee in their respective capacities as
        such),
        together with copies of the written certification(s) of the Holder of the
        Certificate desiring to effect the transfer and/or such Holder’s prospective
        transferee upon which such Opinion of Counsel is based. Neither the Depositor,
        the Securities Administrator nor the Trustee is obligated to register or
        qualify
        the Class of Certificates specified on the face hereof under the 1933 Act
        or any
        other securities law or to take any action not otherwise required under the
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Securities Administrator,
        the
        Depositor and the Sponsor against any liability that may result if the transfer
        is not so exempt or is not made in accordance with such federal and state
        laws.

       

      No
        transfer of this Certificate shall be made to any person unless the transferee
        provides a certification pursuant to Section 6.02(b) of the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Securities
        Administrator is not liable to the Certificateholders for any amount payable
        under this Certificate or the Agreement or, except as expressly provided
        in the
        Agreement, subject to any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. 

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        and
        (ii) the optional repurchase by the Master Servicer of all the Mortgage Loans
        and other assets of the Trust Fund in accordance with the terms of the
        Agreement. Such optional repurchase may be made by the Master Servicer only
        on
        or after the Distribution Date on which the Stated Principal Balance of the
        Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
        Balance of the Mortgage Loans. The exercise of such right will effect the
        early
        retirement of the Certificates. Notwithstanding the foregoing, the Master
        Servicer shall not be entitled to exercise the Cleanup Call to the extent
        that
        the Depositor creates a net interest margin transaction which includes the
        Class
        X Certificates or Class P Certificates and the notes issued pursuant to such
        net
        interest margin transaction are outstanding on the date on which the Master
        Servicer intends to exercise the Cleanup Call. In no event, however, will
        the
        Trust Fund created by the Agreement continue beyond the earlier of (i) the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      
        	
                Dated: November
                  __, 2006

              	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class P Certificates referred to in the within-mentioned
        Agreement.

       

      


      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      The
        assignee should include the following for purposes of distribution:

      


      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-5

       

      FORM
        OF CLASS R CERTIFICATE

       

      THIS
        CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
        OR A
        DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
        AGREEMENT.

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SECURITIES
        ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
        STATE
        OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR
        ANY
        AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
        WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT
        FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY
        SUCH
        GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
        OR
        ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
        (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
        WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
        ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
        THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
        INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
        1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
        775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
        (B),
        (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
        (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER
        IS
        TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
        CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
        PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
        REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
        A
        DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
        REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
        AND
        SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
        HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
        THIS
        CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
        SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
        PARAGRAPH.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        
          	
                  Certificate
                    No.__

                	 
	 	 
	
                  Class
                    R

                	
                  Percentage
                    Interest: ____

                
	 	 
	
                  Date
                    of Pooling and Servicing Agreement 

                  and
                    Cut-off Date: October 1, 2006

                	 
	 	 
	
                  First
                    Distribution Date:

                  November
                    25, 2006

                	 
	 	 
	
                  Trustee:
                    HSBC Bank USA, National Association

                	
                  Master
                    Servicer and Securities Administrator: Wells Fargo Bank,
                    N.A.

                
	 	 
	
                  Assumed
                    Final Distribution Date: October 25, 2036

                	 
	 	
                  CUSIP:
                    [__________________] 

                


        

      

       

       

      


      NOMURA
        HOME EQUITY LOAN, INC., HOME EQUITY LOAN TRUST SERIES 2006-AF1 ASSET-BACKED
        CERTIFICATE

      SERIES
        2006-AF1

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        R
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional one- to four-family fixed-rate mortgage loans sold by NOMURA
        HOME
        EQUITY LOAN, INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc. (“NHEL”)
        or the Trustee or any of their affiliates or any other person. Neither this
        Certificate nor the underlying Mortgage Loans are guaranteed or insured by
        any
        governmental entity or by NHEL or the Trustee or any of their affiliates
        or any
        other person. None of NHEL, the Trustee, the Securities Administrator or
        any of
        their affiliates will have any obligation with respect to any certificate
        or
        other obligation secured by or payable from payments on the
        Certificates.

       

      This
        certifies that Nomura Securities International, Inc. is the registered owner
        of
        the Percentage Interest evidenced hereby in the beneficial ownership interest
        of
        Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
        generally consisting of conventional first lien, fixed-rate mortgage loans
        secured by attached, detached or semidetached one- to four-family residences,
        units in planned unit developments, individual condominium units, condo-tels
        and
        townhouses (collectively, the “Mortgage Loans”) sold by NHEL. The Mortgage Loans
        were sold by Nomura Credit & Capital, Inc. (the “Sponsor”) to NHEL. The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
        as
        of the Cut-off Date specified above (the “Agreement”), among NHEL, as depositor
        (the “Depositor”), the Sponsor, HSBC Bank USA, National Association, as trustee
        (the “Trustee”), and Wells Fargo Bank, N.A., as master servicer (the “Master
        Servicer”) and securities administrator (the “Securities Administrator”), a
        summary of certain of the pertinent provisions of which is set forth hereafter.
        To the extent not defined herein, capitalized terms used herein shall have
        the
        meaning ascribed to them in the Agreement. This Certificate is issued under
        and
        is subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of its acceptance hereof
        assents and by which such Holder is bound.

       

      Each
        Holder of this Certificate will be deemed to have agreed to be bound by the
        restrictions set forth in the Agreement to the effect that (i) each person
        holding or acquiring any Ownership Interest in this Certificate must be a
        United
        States Person and a Permitted Transferee, (ii) the transfer of any Ownership
        Interest in this Certificate will be conditioned upon the delivery to the
        Securities Administrator of, among other things, an affidavit to the effect
        that
        it is a United States Person and Permitted Transferee, (iii) any attempted
        or
        purported transfer of any Ownership Interest in this Certificate in violation
        of
        such restrictions will be absolutely null and void and will vest no rights
        in
        the purported transferee, and (iv) if any person other than a United States
        Person and a Permitted Transferee acquires any Ownership Interest in this
        Certificate in violation of such restrictions, then the Depositor will have
        the
        right, in its sole discretion and without notice to the Holder of this
        Certificate, to sell this Certificate to a purchaser selected by the Depositor,
        which purchaser may be the Depositor, or any affiliate of the Depositor,
        on such
        terms and conditions as the Depositor may choose.

       

      The
        Securities Administrator will distribute on the 25th day of each month, or,
        if
        such 25th day is not a Business Day, on the immediately following Business
        Day
        (each, a “Distribution Date”), commencing on the First Distribution Date
        specified above, to the Person in whose name this Certificate is registered
        at
        the close of business on the last day (or if such last day is not a Business
        Day, on the Business Day immediately preceding such last day) of the calendar
        month immediately preceding the month in which the Distribution Date occurs,
        an
        amount equal to the product of the Percentage Interest evidenced by this
        Certificate and the amounts required to be distributed to the Holders of
        Certificates of the same Class as this Certificate. The Assumed Final
        Distribution Date is the Distribution Date in the month of the latest scheduled
        maturity date of any Mortgage Loan.

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the foregoing, the final distribution on this Certificate
        will
        be made after due notice by the Securities Administrator of the pendency
        of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice.

       

      No
        transfer of this Certificate shall be made to any person unless the transferee
        provides a certification pursuant to Section 6.02(b) of the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Securities
        Administrator is not liable to the Certificateholders for any amount payable
        under this Certificate or the Agreement or, except as expressly provided
        in the
        Agreement, subject to any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries on the Mortgage Loans and other assets
        included in the Trust Fund and the Supplemental Interest Trust, all as more
        specifically set forth in the Agreement.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        and
        (ii) the optional repurchase by the Master Servicer of all the Mortgage Loans
        and other assets of the Trust Fund in accordance with the terms of the
        Agreement. Such optional repurchase may be made by the Master Servicer only
        on
        or after the Distribution Date on which the Stated Principal Balance of the
        Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
        Balance of the Mortgage Loans. The exercise of such right will effect the
        early
        retirement of the Certificates. Notwithstanding the foregoing, the Master
        Servicer shall not be entitled to exercise the Cleanup Call to the extent
        that
        the Depositor creates a net interest margin transaction which includes the
        Class
        X Certificates or Class P Certificates and the notes issued pursuant to such
        net
        interest margin transaction are outstanding on the date on which the Master
        Servicer intends to exercise the Cleanup Call. In no event, however, will
        the
        Trust Fund created by the Agreement continue beyond the earlier of (i) the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      


      
        	
                Dated: November
                  __, 2006

              	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class R Certificates referred to in the within-mentioned
        Agreement.

       

      


      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      The
        assignee should include the following for purposes of distribution:

      


      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-6

       

      FORM
        OF CLASS R-X CERTIFICATE

       

      THIS
        CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
        OR A
        DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
        AGREEMENT.

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SECURITIES
        ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
        STATE
        OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR
        ANY
        AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
        WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT
        FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY
        SUCH
        GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
        OR
        ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
        (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
        WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
        ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
        THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
        INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
        1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
        775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
        (B),
        (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
        (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER
        IS
        TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
        CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
        PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
        REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
        A
        DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
        REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
        AND
        SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
        HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
        THIS
        CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
        SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
        PARAGRAPH.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        
          	
                  Certificate
                    No.__

                	 
	 	 
	
                  Class
                    R-X

                	
                  Percentage
                    Interest: ____

                
	 	 
	
                  Date
                    of Pooling and Servicing Agreement 

                  and
                    Cut-off Date: October 1, 2006

                	 
	 	 
	
                  First
                    Distribution Date:

                  November
                    25, 2006

                	 
	 	 
	
                  Trustee:
                    HSBC Bank USA, National Association

                	
                  Master
                    Servicer and Securities Administrator: Wells Fargo Bank,
                    N.A.

                
	 	 
	
                  Assumed
                    Final Distribution Date: October 25, 2036

                	 
	 	
                  CUSIP:
                    [__________________] 

                


        

      

      
 

      


      NOMURA
        HOME EQUITY LOAN, INC., HOME EQUITY LOAN TRUST SERIES 2006-AF1 ASSET-BACKED
        CERTIFICATE

      SERIES
        2006-AF1

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        R
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional one- to four-family fixed-rate mortgage loans sold by NOMURA
        HOME
        EQUITY LOAN, INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc. (“NHEL”)
        or the Trustee or any of their affiliates or any other person. Neither this
        Certificate nor the underlying Mortgage Loans are guaranteed or insured by
        any
        governmental entity or by NHEL or the Trustee or any of their affiliates
        or any
        other person. None of NHEL, the Trustee, the Securities Administrator or
        any of
        their affiliates will have any obligation with respect to any certificate
        or
        other obligation secured by or payable from payments on the
        Certificates.

       

      This
        certifies that Nomura Securities International, Inc. is the registered owner
        of
        the Percentage Interest evidenced hereby in the beneficial ownership interest
        of
        Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
        generally consisting of conventional first lien, fixed-rate mortgage loans
        secured by attached, detached or semidetached one- to four-family residences,
        units in planned unit developments, individual condominium units, condo-tels
        and
        townhouses (collectively, the “Mortgage Loans”) sold by NHEL. The Mortgage Loans
        were sold by Nomura Credit & Capital, Inc. (the “Sponsor”) to NHEL. The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
        as
        of the Cut-off Date specified above (the “Agreement”), among NHEL, as depositor
        (the “Depositor”), the Sponsor, HSBC Bank USA, National Association, as trustee
        (the “Trustee”), and Wells Fargo Bank, N.A., as master servicer (the “Master
        Servicer”) and securities administrator (the “Securities Administrator”), a
        summary of certain of the pertinent provisions of which is set forth hereafter.
        To the extent not defined herein, capitalized terms used herein shall have
        the
        meaning ascribed to them in the Agreement. This Certificate is issued under
        and
        is subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of its acceptance hereof
        assents and by which such Holder is bound.

       

      Each
        Holder of this Certificate will be deemed to have agreed to be bound by the
        restrictions set forth in the Agreement to the effect that (i) each person
        holding or acquiring any Ownership Interest in this Certificate must be a
        United
        States Person and a Permitted Transferee, (ii) the transfer of any Ownership
        Interest in this Certificate will be conditioned upon the delivery to the
        Securities Administrator of, among other things, an affidavit to the effect
        that
        it is a United States Person and Permitted Transferee, (iii) any attempted
        or
        purported transfer of any Ownership Interest in this Certificate in violation
        of
        such restrictions will be absolutely null and void and will vest no rights
        in
        the purported transferee, and (iv) if any person other than a United States
        Person and a Permitted Transferee acquires any Ownership Interest in this
        Certificate in violation of such restrictions, then the Depositor will have
        the
        right, in its sole discretion and without notice to the Holder of this
        Certificate, to sell this Certificate to a purchaser selected by the Depositor,
        which purchaser may be the Depositor, or any affiliate of the Depositor,
        on such
        terms and conditions as the Depositor may choose.

       

      The
        Securities Administrator will distribute on the 25th day of each month, or,
        if
        such 25th day is not a Business Day, on the immediately following Business
        Day
        (each, a “Distribution Date”), commencing on the First Distribution Date
        specified above, to the Person in whose name this Certificate is registered
        at
        the close of business on the last day (or if such last day is not a Business
        Day, on the Business Day immediately preceding such last day) of the calendar
        month immediately preceding the month in which the Distribution Date occurs,
        an
        amount equal to the product of the Percentage Interest evidenced by this
        Certificate and the amounts required to be distributed to the Holders of
        Certificates of the same Class as this Certificate. The Assumed Final
        Distribution Date is the Distribution Date in the month of the latest scheduled
        maturity date of any Mortgage Loan.

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the foregoing, the final distribution on this Certificate
        will
        be made after due notice by the Securities Administrator of the pendency
        of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice.

       

      No
        transfer of this Certificate shall be made to any person unless the transferee
        provides a certification pursuant to Section 6.02(b) of the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Securities
        Administrator is not liable to the Certificateholders for any amount payable
        under this Certificate or the Agreement or, except as expressly provided
        in the
        Agreement, subject to any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries on the Mortgage Loans and other assets
        included in the Trust Fund and the Supplemental Interest Trust, all as more
        specifically set forth in the Agreement.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        and
        (ii) the optional repurchase by the Master Servicer of all the Mortgage Loans
        and other assets of the Trust Fund in accordance with the terms of the
        Agreement. Such optional repurchase may be made by the Master Servicer only
        on
        or after the Distribution Date on which the Stated Principal Balance of the
        Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
        Balance of the Mortgage Loans. The exercise of such right will effect the
        early
        retirement of the Certificates. Notwithstanding the foregoing, the Master
        Servicer shall not be entitled to exercise the Cleanup Call to the extent
        that
        the Depositor creates a net interest margin transaction which includes the
        Class
        X Certificates or Class P Certificates and the notes issued pursuant to such
        net
        interest margin transaction are outstanding on the date on which the Master
        Servicer intends to exercise the Cleanup Call. In no event, however, will
        the
        Trust Fund created by the Agreement continue beyond the earlier of (i) the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      


      
        	
                Dated: November
                  __, 2006

              	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class R-X Certificates referred to in the within-mentioned
        Agreement.

       

      


      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      The
        assignee should include the following for purposes of distribution:

      


      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        B

       

      MORTGAGE
        LOAN SCHEDULE

       

      The
        Preliminary and Final Mortgage Loan Schedules shall set forth the following
        information with respect to each Mortgage Loan:

       

      
        	a)  	
                the
                  Mortgage Loan identifying number;

              


      

       

      
        	b)  	
                the
                  Mortgage Rate in effect as of the Cut-off
                  Date;

              


      

       

      
        	c)  	
                the
                  Servicing Fee Rate;

              


      

       

      
        	d)  	
                the
                  Net Mortgage Rate in effect as of the Cut-off
                  Date;

              


      

       

      
        	e)  	
                the
                  original months to maturity;

              


      

       

      
        	f)  	
                the
                  original principal balance;

              


      

       

      
        	g)  	
                the
                  Cut-off Date Principal Balance;

              


      

       

      
        	h)  	
                the
                  original term;

              


      

       

      
        	i)  	
                the
                  remaining term;

              


      

       

      
        	j)  	
                the
                  property type;

              


      

       

      
        	k)  	
                the
                  product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30 balloon,
                  etc.);

              


      

       

      
        	l)  	
                with
                  respect to each MOM Loan is subject to a Prepayment Charge, the
                  term of
                  such Prepayment Charge and the amount of such Prepayment
                  Charge;

              


      

       

      
        	m)  	
                the
                  Servicer;

              


      

       

      
        	n)  	
                whether
                  the Mortgage Loan is a Covered Mortgage Loan;
                  and

              


      

       

      
        	o)  	
                the
                  PMI Insurer Fee Rate, if
                  applicable.

              


      

       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT C

       

      MORTGAGE
        LOAN PURCHASE AGREEMENT

       

      
        This
          is a
          Mortgage Loan Purchase Agreement (this “Agreement”),
          dated
          November 9, 2006, between Nomura Credit & Capital, Inc., a Delaware
          corporation (the “Seller”)
          and
          Nomura Home Equity Loan, Inc., a Delaware corporation (the “Purchaser”).

        


        Preliminary
          Statement

        


        The
          Seller intends to sell the Mortgage Loans (as hereinafter identified) and
          the
          Cap Contract to the Purchaser on the terms and subject to the conditions
          set
          forth in this Agreement. The Purchaser intends to deposit the Mortgage
          Loans
          into a mortgage pool comprising the Trust Fund. The Trust Fund will be
          evidenced
          by a single series of asset-backed certificates designated as Nomura Home
          Equity
          Loan, Inc. Home Equity Loan Trust Series 2006-AF1, Asset-Backed Certificates,
          Series 2006-AF1 (the “Certificates”).
          The
          Certificates will consist of eleven (11) classes of certificates. The
          Certificates will be issued pursuant to a Pooling and Servicing Agreement
          for
          Series 2006-AF1, dated as of October 1, 2006 (the “Pooling
          and Servicing Agreement”),
          among
          the Seller as sponsor, the Purchaser as depositor, GMAC Mortgage, LLC,
          as a
          servicer (“GMACM”),
          Wells
          Fargo Bank, N.A. as master
          servicer
          (in such
          capacity, the “Master
          Servicer”)
          and
          securities administrator (in such capacity, the “Securities
          Administrator”)
          and
          HSBC Bank USA, National Association as trustee (the “Trustee”).
          The
          Purchaser will sell the Class A-1, Class A-2, Class A-3 and Class A-4,
          Class
          M-1, Class M-2 and Class M-3 Certificates to Greenwich Capital Markets,
          Inc. and
          Wachovia Capital Markets, LLC (together, the “Underwriters”),
          pursuant to the Underwriting Agreement by and among the Purchaser, the
          Seller
          and the Underwriters, dated October 1, 2006, and the Terms Agreement among
          the
          Purchaser and the Underwriters, dated November 8, 2006 (collectively, the
          “Underwriting
          Agreement”).
          Capitalized terms used but not defined herein shall have the meanings set
          forth
          in the Pooling and Servicing Agreement. Pursuant to the custodial agreement,
          dated as of November 9, 2006 (the “Custodial
          Agreement”),
          among
          the Trustee, Wells Fargo Bank, N.A., in its capacity as a Servicer, GMACM
          and
          Wells Fargo Bank, N.A. in its capacity as custodian (the “Custodian”),
          the
          Trustee intends to have the Custodian take possession of the Mortgage and
          Mortgage Notes, along with certain other documents specified in the Custodial
          Agreement, as the custodian for the Trustee, in accordance with the terms
          and
          conditions thereof.

        


        The
          parties hereto agree as follows:

        


        SECTION
          1.   Agreement
          to Purchase.
          The
          Seller hereby sells, and the Purchaser hereby purchases, on November 9,
          2006
          (the “Closing
          Date”),
          certain conventional, one- to four-family, fixed-rate mortgage loans secured
          by
          first liens on residential real properties (the “Mortgage
          Loans”),
          having an aggregate principal balance as of the close of business on October
          1,
          2006 (the “Cut-off
          Date”)
          of
          approximately $372,272,550 (the “Closing
          Balance”),
          after
          giving effect to all payments due on the Mortgage Loans on or before the
          Cut-off
          Date, whether or not received, including the right to any Prepayment Charges
          payable by the related Mortgagors in connection with any Principal Prepayments
          on the Mortgage Loans.

        


        SECTION
          2.   Mortgage
          Loan Schedule.
          The
          Purchaser and the Seller have agreed upon which of the mortgage loans owned
          by
          the Seller are to be purchased by the Purchaser pursuant to this Agreement
          and
          the Seller will prepare or cause to be prepared on or prior to the Closing
          Date
          a final schedule (the “Closing
          Schedule”)
          that
          describes such Mortgage Loans and sets forth all of the Mortgage Loans
          to be
          purchased under this Agreement, including the Prepayment Charges. The Closing
          Schedule will conform to the requirements set forth in this Agreement and
          to the
          definition of “Mortgage Loan Schedule” under the Pooling and Servicing
          Agreement.

        


        SECTION
          3.   Consideration.

        


        (a)  In
          consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
          shall, as described in Section 10, (i) pay to or upon the order of the
          Seller in
          immediately available funds an amount (the “Purchase
          Price”)
          equal
          to (i) $____________*
          and (ii)
          a 100% interest in the Class X, Class P, Class R and Class R-X Certificates
          (collectively the “Private
          Certificates”)
          which
          shall be registered in the name of Nomura Securities International,
          Inc.

        


        (b)  The
          Purchaser or any assignee, transferee or designee of the Purchaser shall
          be
          entitled to all scheduled payments of principal due after the Cut-off Date,
          all
          other payments of principal due and collected after the Cut-off Date, and
          all
          payments of interest on the Mortgage Loans allocable to the period after
          the
          Cut-off Date. All scheduled payments of principal and interest due on or
          before
          the Cut-off Date and collected after the Cut-off Date shall belong to the
          Seller.

        


        (c)  Pursuant
          to the Pooling and Servicing Agreement, the Purchaser will assign all of
          its
          right, title and interest in and to the Mortgage Loans, together with its
          rights
          under this Agreement, to the Trustee for the benefit of the
          Certificateholders.

        


        SECTION
          4.   Transfer
          of the Mortgage Loans.

        


        (a)  Possession
          of Mortgage Files.
          The
          Seller does hereby sell to the Purchaser, without recourse but subject
          to the
          terms of this Agreement, all of its right, title and interest in, to and
          under
          the Mortgage Loans, including the related Prepayment Charges. The contents
          of
          each Mortgage File not delivered to the Purchaser or to any assignee, transferee
          or designee of the Purchaser on or prior to the Closing Date are and shall
          be
          held in trust by the Seller for the benefit of the Purchaser or any assignee,
          transferee or designee of the Purchaser. Upon the sale of the Mortgage
          Loans,
          the ownership of each Mortgage Note, the related Mortgage and the other
          contents
          of the related Mortgage File is vested in the Purchaser and the ownership
          of all
          records and documents with respect to the related Mortgage Loan prepared
          by or
          that come into the possession of the Seller on or after the Closing Date
          shall
          immediately vest in the Purchaser and shall be delivered immediately to
          the
          Purchaser or as otherwise directed by the Purchaser.

        


        (b) Delivery
          of Mortgage Loan Documents.
          Pursuant
          to various conveyance documents to be executed on the Closing Date and
          pursuant
          to the Pooling and Servicing Agreement, the Purchaser will assign on the
          Closing
          Date all of its right, title and interest in and to the Mortgage Loans
          to the
          Trustee for the benefit of the Certificateholders. In connection with the
          transfer and assignment of the Mortgage Loans, the Seller has delivered
          or will
          deliver or cause to be delivered to the Trustee by the Closing Date or
          such
          later date as is agreed to by the Purchaser and the Seller (each of the
          Closing
          Date and such later date is referred to as a “Mortgage
          File Delivery Date”)
          the
          items of each Mortgage File as defined in section 2.01 of the Pooling and
          Servicing Agreement; provided,
          however,
          that in
          lieu of the foregoing, the Seller may deliver the following documents under
          the
          circumstances set forth below: (x) in lieu of the original Mortgage, assignments
          to the Trustee or intervening assignments thereof which have been delivered,
          are
          being delivered or will, upon receipt of recording information relating
          to the
          Mortgage required to be included thereon, be delivered to recording offices
          for
          recording and have not been returned in time to permit their delivery as
          specified above, the Seller may deliver a true copy thereof with a certification
          by the Seller on the face of such copy, substantially as follows: “Certified to
          be a true and correct copy of the original, which has been transmitted
          for
          recording”; (y) in lieu of the Mortgage, assignments to the Trustee or
          intervening assignments thereof, if the applicable jurisdiction retains
          the
          originals of such documents or if the originals are lost (in each case,
          as
          evidenced by a certification from the Seller to such effect), the Seller
          may
          deliver photocopies of such documents containing an original certification
          by
          the judicial or other governmental authority of the jurisdiction where
          such
          documents were recorded; and (z) in lieu of the Mortgage Notes relating
          to the
          Mortgage Loans, each identified in the list delivered by the Purchaser
          to the
          Trustee on the Closing Date and attached hereto as Exhibit
          2,
          the
          Seller may deliver lost note affidavits and indemnities of the Seller;
          provided,
          further,
          however, that in the case of Mortgage Loans which have been prepaid in
          full
          after the Cut-off Date and prior to the Closing Date, the Seller, in lieu
          of
          delivering the above documents, may deliver to the Trustee a certification
          by
          the Seller to such effect. The Seller shall deliver such original documents
          (including any original documents as to which certified copies had previously
          been delivered) or such certified copies to the Trustee promptly after
          they are
          received. The Seller shall cause the Mortgage and intervening assignments,
          if
          any, and the assignment of the Mortgage to be recorded not later than 180
          days
          after the Closing Date, or, in lieu of such assignments, shall provide
          an
          Opinion of Counsel pursuant to Section 6 hereof to the effect that the
          recordation of such assignment is not necessary to protect the Trustee’s
          interest in the related Mortgage Loan. Upon the request of the Purchaser,
          the
          Seller will assist the Purchaser in effecting the assignment referred to
          above.

         

        (c) In
          connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
          expense, within thirty (30) days after the Closing Date, the MERS® System to
          indicate that such Mortgage Loans have been assigned by the Seller to the
          Purchaser and by the Purchaser to the Trustee in accordance with this Agreement
          for the benefit of the Certificateholders by including (or deleting, in
          the case
          of Mortgage Loans which are repurchased in accordance with this Agreement)
          in
          such computer files (a) the code in the field which identifies the specific
          Trustee and (b) the code in the field “Pool Field” which identifies the series
          of the Certificates issued in connection with such Mortgage Loans. The
          Seller
          further agrees that it will not, and will not permit the Servicer to, alter
          the
          codes referenced in this paragraph with respect to any Mortgage Loan during
          the
          term of the Pooling and Servicing Agreement unless and until such Mortgage
          Loan
          is repurchased in accordance with the terms of the Pooling and Servicing
          Agreement. 

        


        (d) Acceptance
          of Mortgage Loans.
          The
          documents delivered pursuant to Section 4(b) hereof shall be reviewed by
          the
          Purchaser or any assignee, transferee or designee of the Purchaser at any
          time
          before or after the Closing Date (and with respect to each document permitted
          to
          be delivered after the Closing Date, within seven (7) days of its delivery)
          to
          ascertain that all required documents have been executed and received and
          that
          such documents relate to the Mortgage Loans identified on the Mortgage
          Loan
          Schedule.

        


        (e) Transfer
          of Interest in Agreements.
          The
          Purchaser has the right to assign its interest under this Agreement, in
          whole or
          in part, to the Trustee, as may be required to effect the purposes of the
          Pooling and Servicing Agreement, without the consent of the Seller, and
          the
          assignee shall succeed to the rights and obligations hereunder of the Purchaser.
          Any expense reasonably incurred by or on behalf of the Purchaser or the
          Trustee
          in connection with enforcing any obligations of the Seller under this Agreement
          will be promptly reimbursed by the Seller.

        


        SECTION
          5.   Examination
          of Mortgage Files.
          

        


        (a)  On
          or
          before the Mortgage File Delivery Date, the Seller will have made the Mortgage
          Files available to the Purchaser or its agent for examination which may
          be at
          the offices of the Trustee or the Seller and/or the Seller’s custodian. The fact
          that the Purchaser or its agent has conducted or has failed to conduct
          any
          partial or complete examination of the Mortgage Files shall not affect
          the
          Purchaser’s rights to demand cure, repurchase, substitution or other relief as
          provided in this Agreement. In furtherance of the foregoing, the Seller
          shall
          make the Mortgage Files available to the Purchaser or its agent from time
          to
          time so as to permit the Purchaser to confirm the Seller’s compliance with the
          delivery and recordation requirements of this Agreement and the Pooling
          and
          Servicing Agreement. In addition, upon request of the Purchaser, the Seller
          agrees to provide to the Purchaser, the Underwriters and to any investors
          or
          prospective investors in the Certificates information regarding the Mortgage
          Loans and their servicing, to make the Mortgage Files available to the
          Purchaser, the Underwriters and to such investors or prospective investors
          (which may be at the offices of the Seller and/or the Seller’s custodians) and
          to make available personnel knowledgeable about the Mortgage Loans for
          discussions with the Purchaser, the Underwriters and such investors or
          prospective investors, upon reasonable request during regular business
          hours,
          sufficient to permit the Purchaser, the Underwriters and such investors
          or
          potential investors to conduct such due diligence as any such party reasonably
          believes is appropriate.

        


        (b)  Pursuant
          to the Pooling and Servicing Agreement, on the Closing Date the Custodian
          on
          behalf of the Trustee, for the benefit of the Certificateholders, will
          review
          items in the Mortgage Files as set forth on Exhibit
          1
          and will
          deliver to the Seller a certification in the form attached as Exhibit 1
          to the
          Custodial Agreement.

        


        (c)  Pursuant
          to the Pooling and Servicing Agreement, the Trustee or the Custodian, on
          behalf
          of the Trustee, will review the Mortgage Files within 180 days of the Closing
          Date and will deliver to the Seller a final certification substantially
          in the
          form of Exhibit C-2 to the Custodial Agreement. If the Custodian is unable
          to
          deliver a final certification with respect to the items listed in Exhibit
          2
          due to
          any document that is missing, has not been executed or is unrelated, determined
          on the basis of the Mortgagor name, original principal balance and loan
          number,
          to the Mortgage Loans identified in the Final Mortgage Loan Schedule (a
          “Material
          Defect”),
          pursuant to Section 6 of the Custodial Agreement, the Custodian will notify
          the
          Trustee of such Material Defect and the Trustee shall notify the Seller
          of such
          Material Defect. The Seller shall correct or cure any such Material Defect
          within ninety (90) days from the date of notice from the Trustee of the
          Material
          Defect and if the Seller does not correct or cure such Material Defect
          within
          such period and such defect materially and adversely affects the interests
          of
          the Certificateholders in the related Mortgage Loan, the Seller will, in
          accordance with the terms of the Pooling and Servicing Agreement, within
          ninety
          (90) days of the date of the notice referred to in this sentence, provide
          the
          Trustee with a Substitute Mortgage Loan (if within two (2) years of the
          Closing
          Date) or purchase the related Mortgage Loan at the applicable Purchase
          Price
          therefor; provided,
          however,
          that if
          such defect relates solely to the inability of the Seller to deliver the
          original security instrument or intervening assignments thereof or a certified
          copy thereof because the originals of such documents, or such certified
          copy,
          have not been returned by the applicable jurisdiction, then the Seller
          shall not
          be required to repurchase such Mortgage Loan if the Seller delivers such
          original documents or certified copy promptly upon receipt, but in no event
          later than 360 days after the Closing Date. The foregoing repurchase obligation
          shall not apply in the event that the Seller cannot deliver such original
          or
          copy of any document submitted for recording to the appropriate recording
          office
          in the applicable jurisdiction because such document has not been returned
          by
          such office; provided
          that the
          Seller shall instead deliver a recording receipt of such recording office
          or, if
          such receipt is not available, a certificate of the Seller or a Servicing
          Officer confirming that such documents have been accepted for recording,
          and
          delivery to the Trustee shall be effected by the Seller within thirty (30)
          days
          of its receipt of the original recorded document.

        


        (d)  At
          the
          time of any substitution, the Seller shall deliver or cause to be delivered
          the
          Replacement Mortgage Loan, the related Mortgage File and any other documents
          and
          payments required to be delivered in connection with a substitution pursuant
          to
          the Pooling and Servicing Agreement. At the time of any purchase or
          substitution, the Trustee shall (i) assign to the Seller and cause the
          Custodian, on behalf of the Trustee, to release the documents (including,
          but
          not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage
          File) in the possession of the Custodian, on behalf of the Trustee, relating
          to
          the Deleted Mortgage Loan and (ii) execute and deliver such instruments
          of
          transfer or assignment, in each case without recourse, as shall be necessary
          to
          vest in the Seller title to such Deleted Mortgage Loan.

        


        SECTION
          6. Recordation
          of Assignments of Mortgage.

        


        (a) The
          Seller will, promptly after the Closing Date, cause each Mortgage and each
          assignment of Mortgage from the Seller to the Trustee, and all unrecorded
          intervening assignments, if any, delivered on or prior to the Closing Date,
          to
          be recorded in all recording offices in the jurisdictions where the related
          Mortgaged Properties are located; provided,
          however,
          the
          Seller need not cause to be recorded any assignment for which (a) the related
          Mortgaged Property is located in any jurisdiction under the laws of which,
          as
          evidenced by an Opinion of Counsel delivered by the Seller to the Trustee
          and
          the Rating Agencies, the recordation of such assignment is not necessary
          to
          protect the Trustee’s interest in the related Mortgage Loan or (b) MERS is
          identified on the Mortgage or on a properly recorded assignment of the
          Mortgage
          as mortgagee of record solely as nominee for Seller and its successors
          and
          assigns; provided,
          however,
          notwithstanding the delivery of any Opinion of Counsel, each assignment
          of
          Mortgage shall be submitted for recording by the Seller in the manner described
          above, at no expense to the Trust Fund or Trustee, upon the earliest to
          occur of
          (i) reasonable direction by the Holders of Certificates evidencing Percentage
          Interests aggregating not less than twenty-five percent (25%) of the Trust,
          (ii)
          the occurrence of an Event of Default, (iii) the occurrence of a bankruptcy,
          insolvency or foreclosure relating to the Seller, (iv) the occurrence of
          a
          servicing transfer as described in Section 8.02 of the Pooling and Servicing
          Agreement or (v) with respect to any assignment of Mortgage, the occurrence
          of a
          bankruptcy, insolvency or foreclosure relating to the Mortgagor under the
          related Mortgage.

        


        (b) While
          each such Mortgage or assignment is being recorded, if necessary, the Seller
          shall leave or cause to be left with the Custodian, on behalf of the Trustee,
          a
          certified copy of such Mortgage or assignment. In the event that, within
          180
          days of the Closing Date, the Trustee has not been provided with an Opinion
          of
          Counsel as described above or received evidence of recording with respect
          to
          each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof
          or as
          set forth above and the related Mortgage Loan is not a MOM Loan, the failure
          to
          provide evidence of recording or such Opinion of Counsel shall be considered
          a
          Material Defect, and the provisions of Section 5(c) and (d) shall apply.
          All
          customary recording fees and reasonable expenses relating to the recordation
          of
          the assignments of mortgage to the Trustee or the Opinion of Counsel, as
          the
          case may be, shall be borne by the Seller.

        


        SECTION
          7. Representations,
          Warranties and Covenants of the Seller.

        


        The
          Seller hereby represents and warrants to the Purchaser, as of the date
          hereof
          and as of the Closing Date, and covenants, that:

        


        (i) The
          Seller is a corporation duly organized, validly existing and in good standing
          under the laws of the State of Delaware and is qualified and in good standing
          to
          do business in each jurisdiction where such qualification is necessary,
          except
          where the failure to so qualify would not reasonably be expected to have
          a
          material adverse effect on the Seller’s business as presently conducted or on
          the Seller’s ability to enter into this Agreement and to consummate the
          transactions contemplated hereby.

        


        (ii) The
          Seller has duly authorized the execution, delivery and performance of this
          Agreement, has duly executed and delivered this Agreement, and this Agreement,
          assuming due authorization, execution and delivery by the Purchaser, constitutes
          a legal, valid and binding obligation of the Seller, enforceable against
          it in
          accordance with its terms except as the enforceability thereof may be limited
          by
          bankruptcy, insolvency or reorganization or by general principles of
          equity.

        


        (iii) The
          execution, delivery and performance of this Agreement by the Seller (x)
          does not
          conflict and will not conflict with, does not breach and will not result
          in a
          breach of and does not constitute and will not constitute a default (or
          an
          event, which with notice or lapse of time or both, would constitute a default)
          under (A) any terms or provisions of the organizational documents of the
          Seller,
          (B) any term or provision of any material agreement, contract, instrument
          or
          indenture, to which the Seller is a party or by which the Seller or any
          of its
          property is bound, or (C) any law, rule, regulation, order, judgment, writ,
          injunction or decree of any court or governmental authority having jurisdiction
          over the Seller or any of its property, and (y) does not create or impose
          and
          will not result in the creation or imposition of any lien, charge or encumbrance
          which would have a material adverse effect upon the Mortgage Loans or any
          documents or instruments evidencing or securing the Mortgage Loans.

        


        (iv) No
          consent, approval, authorization or order of, registration or filing with,
          or
          notice on behalf of the Seller to, any governmental authority or court
          is
          required under federal laws or the laws of the State of New York for the
          execution, delivery and performance by the Seller of, and compliance by
          the
          Seller with, this Agreement or the consummation by the Seller of any other
          transaction contemplated hereby and by the Pooling and Servicing Agreement;
          provided,
          however, that the Seller makes no representation or warranty regarding
          federal
          or state securities laws in connection with the sale or distribution of
          the
          Certificates.

        


        (v) This
          Agreement does not contain any untrue statement of material fact or omit
          to
          state a material fact necessary to make the statements contained herein
          not
          misleading. The written statements, reports and other documents prepared
          and
          furnished or to be prepared and furnished by the Seller pursuant to this
          Agreement or in connection with the transactions contemplated hereby taken
          in
          the aggregate do not contain any untrue statement of material fact or omit
          to
          state a material fact necessary to make the statements contained therein
          not
          misleading.

        


        (vi) The
          Seller is not in violation of, and the execution and delivery of this Agreement
          by the Seller and its performance and compliance with the terms of this
          Agreement will not constitute a violation with respect to, any order or
          decree
          of any court or any order or regulation of any federal, state, municipal
          or
          governmental agency having jurisdiction over the Seller or its assets which
          violation might have consequences that would materially and adversely affect
          the
          condition (financial or otherwise) or the operation of the Seller or its
          assets
          or might have consequences that would materially and adversely affect the
          performance of its obligations and duties hereunder.

        


        (vii) The
          Seller does not believe, nor does it have any reason or cause to believe,
          that
          it cannot perform each and every covenant contained in this
          Agreement.

        


        (viii) Immediately
          prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
          the Seller was the owner of the related Mortgage and the indebtedness evidenced
          by the related Mortgage Note, and, upon the payment to the Seller of the
          Purchase Price, in the event that the Seller retains or has retained record
          title, the Seller shall retain such record title to each Mortgage, each
          related
          Mortgage Note and the related Mortgage Files with respect thereto in trust
          for
          the Purchaser as the owner thereof from and after the date hereof.

        


        (ix) There
          are
          no actions or proceedings against, or investigations known to it of, the
          Seller
          before any court, administrative or other tribunal (A) that might prohibit
          it
          from entering into this Agreement, (B) seeking to prevent the sale of any
          of the
          Mortgage Loans by the Seller or the consummation of the transactions
          contemplated by this Agreement or (C) that might prohibit or materially
          and
          adversely affect the performance by the Seller of its obligations under,
          or the
          validity or enforceability of, this Agreement.

        


        (x) The
          consummation of the transactions contemplated by this Agreement are in
          the
          ordinary course of business of the Seller, and the transfer, assignment
          and
          conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
          to
          this Agreement are not subject to the bulk transfer or any similar statutory
          provisions in effect in any relevant jurisdiction, except any as may have
          been
          complied with.

        


        (xi) The
          Seller has not dealt with any broker, investment banker, agent or other
          person,
          except for the Purchaser or its affiliates, that may be entitled to any
          commission or compensation in connection with the sale of the Mortgage
          Loans
          (except that an entity that previously financed the Seller’s ownership of the
          Mortgage Loans may be entitled to a fee to release its security interest
          in the
          Mortgage Loans, which fee shall have been paid and which security interest
          shall
          have been released on or prior to the Closing Date).

        


        (xii) There
          is
          no litigation currently pending or, to the best of the Seller’s knowledge
          without independent investigation, threatened against the Seller that would
          reasonably be expected to adversely affect the transfer of the Mortgage
          Loans,
          the issuance of the Certificates or the execution, delivery, performance
          or
          enforceability of this Agreement, or that would result in a material adverse
          change in the financial condition of the Seller.

        


        (xiii) The
          information set forth in the applicable part of the Mortgage Loan Schedule
          relating to the existence of a Prepayment Charge is complete, true and
          correct
          in all material respects as of the date or dates on which such information
          is
          furnished and each Prepayment Charge was originated in compliance with
          all
          applicable federal, state and local laws and is permissible and enforceable
          in
          accordance with its terms under the applicable state law (except to the
          extent
          that: (1) the enforceability thereof may be limited by bankruptcy, insolvency,
          moratorium, receivership and other similar laws relating to creditors’ rights
          generally; (2) the collectibility thereof may be limited due to acceleration
          in
          connection with a foreclosure; or (3) subsequent changes in applicable
          law may
          limit or prohibit enforceability thereof).

         

        (xiv) The Seller
          is a HUD approved mortgagee pursuant to Section 203 of the National Housing
          Act.

        


        SECTION
          8.  Representations
          and Warranties of the Seller Relating to the Mortgage Loans.

        


        The
          Seller hereby represents and warrants to the Purchaser that as to each
          Mortgage
          Loan as of the Closing Date:

        


        (i) Information
          provided to the Rating Agencies, including the loan level detail, is true
          and
          correct according to the Rating Agency requirements;

        


        (ii) No
          fraud
          has taken place on the part of the Mortgagor or any other party involved
          in the
          origination or servicing of the Mortgage Loan;

        


        (iii) No
          Monthly Payment required to be made under any Mortgage Loan has been, or
          will
          be, contractually delinquent by one month or more on, or at any time preceding,
          the date such Mortgage Loan is purchased by the Seller;

        


        (iv) Neither
          the Seller nor the related originator of the Mortgage Loan has advanced
          any
          Monthly Payment required under the terms of the Mortgage Note;

        


        (v) There
          are
          no delinquent taxes, assessment liens or insurance premiums affecting the
          related Mortgaged Property;

        


        (vi) The
          terms
          of the Mortgage Note and the Mortgage have not been materially impaired,
          waived,
          altered or modified in any respect, except by written instruments recorded
          in
          the applicable public recording office if necessary to maintain the lien
          priority of the Mortgage. The substance of any such waiver, alteration
          or
          modification has been approved by the title insurer to the extent required
          by
          the related policy. No Mortgagor has been released, in whole or in part,
          except
          in connection with an assumption agreement (approved by the title insurer
          to the
          extent required by the policy) which assumption agreement has been delivered
          to
          the Trustee;

        


        (vii) The
          Mortgaged Property is insured against loss by fire and hazards of extended
          coverage (excluding earthquake insurance) in an amount which is at least
          equal
          to the lesser of (x) the amount necessary to compensate for any damage
          or loss
          to the improvements which are a part of such property on a replacement-cost
          basis and (y) the outstanding principal balance of the Mortgage Loan. If
          the
          Mortgaged Property is in an area identified on a flood hazard map or flood
          insurance rate map issued by the Federal Emergency Management Agency as
          having
          special flood hazards (and such flood insurance has been made available),
          a
          flood insurance policy meeting the requirements of the current guidelines
          of the
          Federal Insurance Administration is in effect. All such insurance policies
          contain a standard mortgagee clause naming the originator of the Mortgage
          Loan,
          as well as its successors and assigns, as mortgagee and the Seller has
          not
          engaged in any act or omission which would impair the coverage of any such
          insurance policies. Except as may be limited by applicable law, the Mortgage
          obligates the Mortgagor thereunder to maintain all such insurance at the
          Mortgagor's cost and expense, and upon the Mortgagor's failure to do so,
          authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
          cost and expense and to seek reimbursement therefor from the
          Mortgagor;

        


        (viii) Each
          Mortgage Loan and the related Prepayment Charge, if any, complied in all
          material respects with any and all requirements of any federal, state or
          local
          law including, without limitation, usury, truth in lending, anti-predatory
          lending, real estate settlement procedures, consumer credit protection,
          equal
          credit opportunity, fair housing or disclosure laws applicable to the
          origination and servicing of the Mortgage Loans, and the consummation of
          the
          transactions contemplated hereby will not involve the violation of any
          such
          laws;

        


        (ix) The
          Mortgage has not been satisfied, cancelled, subordinated or rescinded,
          in whole
          or in part, and the Mortgaged Property has not been released from the lien
          of
          the Mortgage, in whole or in part, nor has any instrument been executed
          that
          would effect any such satisfaction, cancellation, subordination, rescission
          or
          release;

        


        (x) 
          The
          Mortgage was recorded or was submitted for recording in accordance with
          all
          applicable laws and is a valid, existing and enforceable perfected first
          lien on
          the Mortgaged Property including all improvements on the Mortgaged Property,
          subject only to (a) the lien of the current real property taxes and (b)
          covenants, conditions and restrictions, rights of way and
          easements;

        


        (xi) The
          Mortgage Note and the related Mortgage are genuine and each is the legal,
          valid
          and binding obligation of the maker thereof, insured under the related
          title
          policy, and enforceable in accordance with its terms, except to the extent
          that
          the enforceability thereof may be limited by bankruptcy, insolvency or
          reorganization;

        


        (xii) The
          Seller is the sole legal, beneficial and equitable owner of the Mortgage
          Note
          and the Mortgage and has the full right to convey, transfer and sell the
          Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
          lien,
          pledge, charge, claim or security interest, and immediately upon the sale,
          assignment and endorsement of the Mortgage Loans from the Seller to the
          Purchaser, the Purchaser shall have good and indefeasible title to and
          be the
          sole legal owner of the Mortgage Loans subject only to any encumbrance,
          equity,
          lien, pledge, charge, claim or security interest arising out of the Purchaser’s
          actions;

        


        (xiii) Each
          Mortgage Loan is covered by a valid and binding American Land Title Association
          lender's title insurance policy issued by a title insurer qualified to
          do
          business in the jurisdiction where the Mortgaged Property is located, which
          title insurance policy is generally acceptable to Fannie Mae and Freddie
          Mac. No
          claims have been filed under such lender's title insurance policy, and
          the
          Seller has not done, by act or omission, anything that would impair the
          coverage
          of the lender's title insurance policy;

        


        (xiv) There
          is
          no material default, breach, violation event or event of acceleration existing
          under the Mortgage or the Mortgage Note and no event which, with the passage
          of
          time or with notice and the expiration of any grace or cure period, would
          constitute a material default, breach, violation or event of acceleration,
          and
          the Seller has not, nor has its predecessors, waived any material default,
          breach, violation or event of acceleration;

        


        (xv) There
          are
          no mechanics' or similar liens or claims which have been filed for work,
          labor
          or material provided to the related Mortgaged Property prior to the origination
          of the Mortgage Loan which are or may be liens prior to, or equal or coordinate
          with, the lien of the related Mortgage, except as may be disclosed in the
          related title policy;

        


        (xvi) Each
          Mortgage Note is payable on the first day of each month in equal monthly
          installments of principal and interest (subject to adjustment in the case
          of
          adjustable rate Mortgage Loans), with interest calculated on a 30/360 basis
          and
          payable in arrears, sufficient to amortize the Mortgage Loan fully by the
          stated
          maturity date over an original term from commencement of amortization to
          not
          more than thirty (30) years. No Mortgage Loan is a balloon loan. No Mortgage
          Loan permits negative amortization;

        


        (xvii) The
          servicing practices used in connection with the servicing of the Mortgage
          Loans
          have been in all respects reasonable and customary in the mortgage servicing
          industry among like mortgage loan servicers servicing mortgage loans similar
          to
          the Mortgage Loans in the same jurisdiction as the Mortgaged
          Property;

        


        (xviii) At
          the
          time of origination of the Mortgage Loan there was no proceeding pending
          for the
          total or partial condemnation of the Mortgaged Property and, as of the
          date such
          Mortgage Loan was purchased by the Purchaser, to the best of the Purchaser’s
          knowledge, there is no proceeding pending for the total or partial condemnation
          of the Mortgaged Property;

        


        (xix) The
          Mortgage and related Mortgage Note contain customary and enforceable provisions
          such as a provision rendering the rights and remedies of the holder thereof
          adequate for the realization against the Mortgaged Property of the benefits
          of
          the security provided thereby, including, (a) in the case of a Mortgage
          designated as a deed of trust, by trustee's sale, and (b) otherwise by
          judicial
          foreclosure;

        


        (xx) The
          Mortgage Note is not and has not been secured by any collateral except
          the lien
          of the related Mortgage referred to in subsection (x) above;

        


        (xxi) In
          the
          event the Mortgage constitutes a deed of trust, a trustee, duly qualified
          under
          applicable law to serve as such, has been properly designated and currently
          so
          serves and is named in the Mortgage, and no fees or expenses are or will
          become
          payable by the Seller to such trustee under the deed of trust, except in
          connection with a trustee's sale after default by the Mortgagor;

        


        (xxii) The
          Mortgage Loan is not subject to any valid right of rescission, set-off,
          counterclaim or defense, including without limitation the defense of usury,
          nor
          will the operation of any of the terms of the Mortgage Note or the Mortgage,
          or
          the exercise of any right thereunder, render either the Mortgage Note or
          the
          Mortgage unenforceable, in whole or in part, or subject to any such right
          of
          rescission, set-off, counterclaim or defense, including without limitation
          the
          defense of usury, and no such right of rescission, set-off, counterclaim
          or
          defense has been asserted with respect thereto;

        


        (xxiii) The
          Mortgaged Property is free of material damage and is in good repair, excepting
          therefrom any Mortgage Loan subject to an escrow withhold as shown on the
          Mortgage Loan Schedule;

        


        (xxiv) All
          of
          the improvements which were included in determining the appraised value
          of the
          Mortgaged Property lie wholly within the Mortgaged Property's boundary
          lines and
          no improvements on adjoining properties encroach upon the Mortgaged Property,
          excepting therefrom: (a) any encroachment insured against in the lender's
          title
          insurance policy identified in clause (xi) above, (b) any encroachment
          generally
          acceptable to mortgage loan originators doing business in the same jurisdiction
          as the Mortgaged Property, and (c) any encroachment which does not materially
          interfere with the benefits of the security intended to be provided by
          such
          Mortgage;

        


        (xxv) All
          parties to the Mortgage Note had the legal capacity to execute the Mortgage
          Note
          and the Mortgage, and the Mortgage Note and the Mortgage have been duly
          executed
          by such parties;

        


        (xxvi) To
          the
          best of the Seller’s knowledge, at the time of origination of the Mortgage Loan,
          no appraised improvement located on or being part of the Mortgaged Property
          was
          in violation of any applicable zoning law or regulation and all inspections,
          licenses and certificates required in connection with the origination of
          any
          Mortgage Loan with respect to the occupancy of the Mortgaged Property,
          have been
          made or obtained from the appropriate authorities;

        


        (xxvii) No
          Mortgagor has notified the Seller of any relief requested or allowed under
          the
          Servicemember’s Civil Relief Act;

        


        (xxviii) 
          All
          parties which have held an interest in the Mortgage Loan are (or during
          the
          period in which they held and disposed of such interest, were) (1) in compliance
          with any and all applicable licensing requirements of the state wherein
          the
          Mortgaged Property is located, (2) organized under the laws of such state,
          (3)
          qualified to do business in such state, (4) a federal savings and loan
          association or national bank, (5) not doing business in such state, or
          (6)
          exempt from the applicable licensing requirements of such state;

        


        (xxix) The
          Mortgage File contains an appraisal of the related Mortgaged Property which
          was
          made prior to the approval of the Mortgage Loan by a qualified appraiser
          duly
          appointed by the related originator and which was made in accordance with
          the
          Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and
          the
          Uniform Standards of Professional Appraisal Practice;

        


        (xxx) Except
          as
          may otherwise be limited by applicable law, the Mortgage contains an enforceable
          provision for the acceleration of the payment of the unpaid principal balance
          of
          the Mortgage Loan in the event that the Mortgaged Property is sold or
          transferred without the prior written consent of the Mortgagee
          thereunder;

        


        (xxxi) The
          Mortgage Loan does not contain any provision which would constitute a “buydown”
provision and pursuant to which Monthly Payments are paid or partially
          paid with
          funds deposited in a separate account established by the related originator,
          the
          Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other
          than
          the Mortgagor. The Mortgage Loan is not a “graduated payment mortgage loan” and
          the Mortgage loan does not have a shared appreciation or other contingent
          interest feature;

        


        (xxxii) To
          the
          best of the Seller's knowledge there is no action or proceeding directly
          involving the Mortgaged Property presently pending in which compliance
          with any
          environmental law, rule or regulation is at issue and the Seller has received
          no
          notice of any condition at the Mortgaged Property which is reasonably likely
          to
          give rise to an action or proceeding in which compliance with any environmental
          law, rule or regulation is at issue;

        


        (xxxiii)
          Each Mortgage Loan is an obligation which is principally secured by an
          interest
          in real property within the meaning of Treasury Regulation section
          1.860G-2(a);

        


        (xxxiv)
          Each Mortgage Loan is directly secured by a first lien on, and consists
          of a
          single parcel of, real property with a detached one- to four-family residence
          erected thereon, a townhouse or an individual condominium unit in a condominium
          project, or an individual unit in a planned unit development (PUD). No
          residence
          or dwelling is a leasehold, mobile home or a manufactured dwelling unless
          it is
          an Acceptable Manufactured Dwelling. An “Acceptable
          Manufactured Dwelling”
is
          a
          manufactured dwelling, which is permanently affixed to a foundation and
          treated
          as “real estate” under applicable law. No Mortgaged Property is used for
          commercial purposes. Mortgaged Properties which contain a home office shall
          not
          be considered as being used for commercial purposes as long as the Mortgaged
          Property has not been altered for commercial purposes and is not storing
          any
          chemicals or raw materials other than those commonly used for homeowner
          repair,
          maintenance and/or household purposes; 

        


        (xxxv)
          The first scheduled Monthly Payment under the terms of each Mortgage Note
          was
          received by the Servicer by the 30th day following the related due date;
          

        


        (xxxvi)
          To the best of the Seller’s knowledge, the servicer for each Mortgage Loan has
          accurately and fully reported its borrower credit files to each of the
          credit
          repositories in a timely manner;

        


        (xxxvii) No
          Mortgage Loan is subject to the Home Ownership and Equity Protection Act
          of 1994
          (HOEPA) or any comparable law and no Mortgage Loan is classified and/or
          defined
          as a “high cost”, “covered” (excluding home loans defined as “covered home
          loans” in the New Jersey Home Ownership Security Act of 2002 that were
          originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loan under any other federal, state or local law or regulation or
          ordinance (or a similarly classified loan using different terminology under
          a
          law imposing heightened regulatory scrutiny or additional legal liability
          for
          residential mortgage loans having high interest rates, points and/or
          fees);

        


        (xxxviii) No
          Mortgage Loan was selected from the mortgage loans in the Seller’s portfolio in
          a manner so as to affect adversely the interests of the Purchaser;

        


        (xxxix)  Each
          Mortgage File contains a full appraisal on form 1004 or 2055 with an interior
          inspection (or the equivalent form for two-to-four-family and investor
          properties), or on a similar alternate form which includes substantially
          similar
          information to that required by such forms, as applicable;

        


        (xl) Each
          Mortgage Loan is and will be a mortgage loan arising out of the originator’s
          practice in accordance with the originator’s underwriting guidelines;


        


        (xli)  As
          of the
          Closing Date, the Seller has no knowledge of any fact that should lead
          it to
          expect that the Mortgage Loan will not be paid in full when due;

         

        (xlii)  No
          loan
          is a high cost loan or a covered loan, as applicable (as such terms are
          defined
          in the then current Standard & Poor’s LEVELS Version 5.7 Glossary Revised,
          Appendix E;

         

        (xliii)  No
          Mortgage Loan originated on or after October 1, 2002 through and including
          March
          6, 2003 is governed by the Georgia Fair Lending Act;

         

        (xliv)  The
          prepayment penalties included in the transaction are enforceable and were
          originated in compliance with all applicable federal, state and local
          laws;

         

        (xlv)  The
          information set forth in the Prepayment Penalty Schedule is complete, true
          and
          correct in all material respects as of the date or dates on which such
          information was furnished, and each prepayment penalty is permissible and
          enforceable in accordance with its terms upon the mortgagor’s full and voluntary
          principal prepayment under applicable law, except to the extent that: (1)
          the
          enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
          receivership and other similar laws relating to creditors' rights; (2)
          the
          collectibility thereof may be limited due to acceleration in connection
          with a
          foreclosure or other involuntary prepayment; or (3) subsequent changes
          in
          applicable law may limit or prohibit enforceability thereof under such
          applicable law; and

         

        (xlvi)  Each
          mortgage loan and prepayment penalty associated with the mortgage loan
          at
          origination complied in all material respects with applicable local, state
          and
          federal laws, including, without limitation, usury, equal credit opportunity,
          real estate settlement procedures, truth-in-lending and disclosure laws,
          and the
          consummation of the transactions contemplated hereby will not involve the
          violation of any such laws.

        


        SECTION
          9. Repurchase
          Obligation for Defective Documentation and for Breach of Representation
          and
          Warranty.

        


        (a)  The
          representations and warranties contained in Section 8 shall not be impaired
          by
          any review and examination of loan files or other documents evidencing
          or
          relating to the Mortgage Loans or any failure on the part of the Seller
          or the
          Purchaser to review or examine such documents and shall inure to the benefit
          of
          any assignee, transferee or designee of the Purchaser, including the Trustee
          for
          the benefit of the Certificateholders. With respect to the representations
          and
          warranties contained herein as to which the Seller has no knowledge, if
          it is
          discovered that the substance of any such representation or warranty was
          inaccurate as of the date such representation or warranty was made or deemed
          to
          be made, and such inaccuracy materially and adversely affects the value
          of the
          related Mortgage Loan or the interest therein of the Purchaser or the
          Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
          knowledge by the Seller with respect to the substance of such representation
          or
          warranty being inaccurate at the time the representation or warranty was
          made,
          the Seller shall take such action described in the following paragraph
          in
          respect of such Mortgage Loan. 

        


        Upon
          discovery by the Seller, the Purchaser or any assignee, transferee or designee
          of the Purchaser of any materially defective document in the Mortgage File,
          or
          that any material document was not transferred by the Seller to the Purchaser
          (as listed on an exception report attached to the initial certification
          prepared
          by the Custodian, on behalf of the Trustee), or of a breach of any of the
          representations and warranties contained in Section 8 that materially and
          adversely affects the value of any Mortgage Loan or the interest therein
          of the
          Purchaser or the Purchaser’s assignee, transferee or designee, the party
          discovering such breach shall give prompt written notice thereof to the
          Seller.
          Within 365 days of its discovery or its receipt of notice of any such missing
          documentation that was not transferred by the Seller as described above,
          or of
          materially defective documentation, or within 120 days of any such breach
          of a
          representation or warranty, the Seller promptly shall deliver such missing
          document or cure such defect or breach in all material respects or, in
          the event
          the Seller cannot deliver such missing document or cannot cure such defect
          or
          breach, the Seller shall, within 365 days of its discovery or receipt of
          notice
          of any such missing or materially defective documentation or within 120
          days of
          any such breach of a representation or warranty, either (i) repurchase
          the
          affected Mortgage Loan at the Purchase Price (as such term is defined in
          the
          Pooling and Servicing Agreement) or (ii) pursuant to the provisions of
          the
          Pooling and Servicing Agreement, cause the removal of such Mortgage Loan
          from
          the Trust Fund and substitute for such defective Mortgage Loan one or more
          Replacement Mortgage Loans. The Seller shall amend the Closing Schedule
          to
          reflect the withdrawal of such Mortgage Loan from the terms of this Agreement
          and the Pooling and Servicing Agreement. The Seller shall deliver to the
          Purchaser such amended Closing Schedule and shall deliver such other documents
          as are required by this Agreement or the Pooling and Servicing Agreement
          within
          five (5) days of any such amendment. Any repurchase pursuant to this Section
          9(a) shall be accomplished by transfer to an account designated by the
          Purchaser
          of the amount of the Purchase Price in accordance with Section 2.03 of
          the
          Pooling and Servicing Agreement. Any repurchase required by this Section
          shall
          be made in a manner consistent with Section 2.03 of the Pooling and Servicing
          Agreement. 

        


        (b)  If
          the
          representation made by the Seller in Section 7(xiii) is breached, the Seller
          shall not have the right or obligation to cure, substitute or repurchase
          the
          affected Mortgage Loan but shall remit to the Servicer for deposit into
          the
          Collection Account, prior to the next succeeding Servicer Remittance Date,
          the
          amount of the Prepayment Charge indicated on the applicable part of the
          Mortgage
          Loan Schedule to be due from the Mortgagor under the circumstances less
          any
          amount collected and remitted to the Servicer for deposit into the Collection
          Account.

        


        (c)  It
          is
          understood and agreed that the obligations of the Seller set forth in this
          Section 9 to cure or repurchase a defective Mortgage Loan (and to make
          payments
          pursuant to Section 9(b)) constitute the sole remedies of the Purchaser
          against
          the Seller in the event of a missing document or for a breach of the
          representations and warranties contained in Section 8. 

        


        SECTION
          10.  Closing;
          Payment for the Mortgage Loans. The
          closing of the purchase and sale of the Mortgage Loans shall be held at
          the New
          York City office of Thacher Proffitt & Wood llp
          at 10:00
          a.m. New York City time on the Closing Date.

        


        The
          closing shall be subject to each of the following conditions:

        


        (a) All
          of
          the representations and warranties of the Seller under this Agreement shall
          be
          true and correct in all material respects as of the date as of which they
          are
          made and no event shall have occurred which, with notice or the passage
          of time,
          would constitute a default under this Agreement;

        


        (b) The
          Purchaser shall have received, or the attorneys of the Purchaser shall
          have
          received in escrow (to be released from escrow at the time of closing),
          all
          Closing Documents as specified in Section 11 of this Agreement, in such
          forms as
          are agreed upon and acceptable to the Purchaser, duly executed by all
          signatories other than the Purchaser as required pursuant to the respective
          terms thereof;

        


        (c) The
          Seller shall have delivered or caused to be delivered and released to the
          Purchaser or to its designee all documents (including without limitation,
          the
          Mortgage Loans) required to be so delivered by the Purchaser pursuant to
          Section
          2.01 of the Pooling and Servicing Agreement; and

        


        (d) All
          other
          terms and conditions of this Agreement and the Pooling and Servicing Agreement
          shall have been complied with.

        


        Subject
          to the foregoing conditions, the Purchaser shall deliver or cause to be
          delivered to the Seller on the Closing Date, against delivery and release
          by the
          Seller to the Trustee of all documents required pursuant to the Pooling
          and
          Servicing Agreement, the consideration for the Mortgage Loans as specified
          in
          Section 3 of this Agreement.

        


        SECTION
          11.  Closing
          Documents.
          Without
          limiting the generality of Section 8 hereof, the closing shall be subject
          to
          delivery of each of the following documents:

        


        (a) An
          Officers’ Certificate of the Seller, dated the Closing Date, upon which the
          Purchaser and the Underwriters may rely with respect to certain facts regarding
          the sale of the Mortgage Loans by the Seller to the Purchaser;

        


        (b) An
          Opinion of Counsel of the Seller, dated the Closing Date and addressed
          to the
          Purchaser and the Underwriters;

        


        (c) Such
          opinions of counsel as the Rating Agencies or the Trustee may request in
          connection with the sale of the Mortgage Loans by the Seller to the Purchaser
          or
          the Seller’s execution and delivery of, or performance under, this Agreement;
          and

        


        (d) Such
          further information, certificates, opinions and documents as the Purchaser
          or
          the Underwriters may reasonably request.

        


        SECTION
          12.  Costs.
          The
          Seller shall pay (or shall reimburse the Purchaser or any other Person
          to the
          extent that the Purchaser or such other Person shall pay) all costs and
          expenses
          incurred in connection with the transfer and delivery of the Mortgage Loans,
          including without limitation, fees for title policy endorsements and
          continuations, the fees and expenses of the Seller’s accountants and attorneys,
          the costs and expenses incurred in connection with producing the Servicer’s loan
          loss, foreclosure and delinquency experience, and the costs and expenses
          incurred in connection with obtaining the documents referred to in Sections
          11(b) and 11(c), the costs and expenses of printing (or otherwise reproducing)
          and delivering this Agreement, the Pooling and Servicing Agreement, the
          Certificates, the prospectus and prospectus supplement, and any private
          placement memorandum relating to the Certificates and other related documents,
          the initial fees, costs and expenses of the Trustee and its counsel, the
          fees
          and expenses of the Purchaser’s counsel in connection with the preparation of
          all documents relating to the securitization of the Mortgage Loans, the
          filing
          fee charged by the Securities and Exchange Commission for registration
          of the
          Certificates and the fees charged by any rating agency to rate the Certificates.
          The Seller shall pay all costs and expenses related to recording the Assignments
          of Mortgage. All other costs and expenses in connection with the transactions
          contemplated hereunder shall be borne by the party incurring such
          expense.

        


        SECTION
          13.  Mandatory
          Delivery; Grant of Security Interest.
          The
          sale and delivery on the Closing Date of the Mortgage Loans described on
          the
          Mortgage Loan Schedule in accordance with the terms and conditions of this
          Agreement is mandatory. It is specifically understood and agreed that each
          Mortgage Loan is unique and identifiable on the date hereof and that an
          award of
          money damages would be insufficient to compensate the Purchaser for the
          losses
          and damages incurred by the Purchaser in the event of the Seller’s failure to
          deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
          grants to the Purchaser a lien on and a continuing security interest in
          the
          Seller’s interest in each Mortgage Loan and each document and instrument
          evidencing each such Mortgage Loan to secure the performance by the Seller
          of
          its obligation hereunder, and the Seller agrees that it holds such Mortgage
          Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
          to the Closing Date, to reject any Mortgage Loan to the extent permitted
          by this
          Agreement and (ii) obligation to deliver or cause to be delivered the
          consideration for the Mortgage Loans pursuant to Section 3 hereof. Any
          Mortgage
          Loans rejected by the Purchaser shall concurrently therewith be released
          from
          the security interest created hereby. All rights and remedies of the Purchaser
          under this Agreement are distinct from, and cumulative with, any other
          rights or
          remedies under this Agreement or afforded by law or equity and all such
          rights
          and remedies may be exercised concurrently, independently or
          successively.

        


        Notwithstanding
          the foregoing, if, on the Closing Date, each of the conditions set forth
          in
          Section 10 hereof shall have been satisfied and the Purchaser shall not
          have
          paid or caused to be paid the Purchase Price, or any such condition shall
          not
          have been waived or satisfied and the Purchaser determines not to pay or
          cause
          to be paid the Purchase Price, the Purchaser shall immediately effect the
          redelivery of the Mortgage Loans, if delivery to the Purchaser has occurred,
          and
          the security interest created by this Section 13 shall be deemed to have
          been
          released.

        


        SECTION
          14.   Notices.
          All
          demands, notices and communications hereunder shall be in writing and shall
          be
          deemed to have been duly given if personally delivered to or mailed by
          registered mail, postage prepaid, or transmitted by fax and, receipt of
          which is
          confirmed by telephone, if to the Purchaser, addressed to the Purchaser
          at Two
          World Financial Center, Building B, 21st
          Floor,
          New York, New York 10281, fax: (212) 667-1024, Attention: Legal Department
          (NHEL
          2006-AF1), or such other address as may hereafter be furnished to the Seller
          in
          writing by the Purchaser; and if to the Seller, addressed to the Seller
          at Two
          World Financial Center, Building B, 21st
          Floor,
          New York, New York 10281, fax: (212) 667-9680, Attention: Brett Marvin,
          or to
          such other address as the Seller may designate in writing to the
          Purchaser.

        


        SECTION
          15.   Severability
          of Provisions.
          Any
          part, provision, representation or warranty of this Agreement that is prohibited
          or that is held to be void or unenforceable shall be ineffective to the
          extent
          of such prohibition or unenforceability without invalidating the remaining
          provisions hereof. Any part, provision, representation or warranty of this
          Agreement that is prohibited or unenforceable or is held to be void or
          unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
          to the extent of such prohibition or unenforceability without invalidating
          the
          remaining provisions hereof, and any such prohibition or unenforceability
          in any
          jurisdiction as to any Mortgage Loan shall not invalidate or render
          unenforceable such provision in any other jurisdiction. To the extent permitted
          by applicable law, the parties hereto waive any provision of law which
          prohibits
          or renders void or unenforceable any provision hereof.

        


        SECTION
          16.  Agreement
          of Parties.
          The
          Seller and the Purchaser each agree to execute and deliver such instruments
          and
          take such actions as either of the others may, from time to time, reasonably
          request in order to effectuate the purpose and to carry out the terms of
          this
          Agreement and the Pooling and Servicing Agreement.

        


        SECTION
          17.  Survival.
          The
          Seller agrees that the representations, warranties and agreements made
          by it
          herein and in any certificate or other instrument delivered pursuant hereto
          shall be deemed to be relied upon by the Purchaser, notwithstanding any
          investigation heretofore or hereafter made by the Purchaser or on its behalf,
          and that the representations, warranties and agreements made by the Seller
          herein or in any such certificate or other instrument shall survive the
          delivery
          of and payment for the Mortgage Loans and shall continue in full force
          and
          effect, notwithstanding any restrictive or qualified endorsement on the
          Mortgage
          Notes and notwithstanding subsequent termination of this Agreement, the
          Pooling
          and Servicing Agreement or the Trust Fund.

        


        SECTION
          18.          
 GOVERNING
          LAW.
          THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
          OF THE
          PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
          LAWS
          (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF
          NEW YORK.
          THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE
          NEW YORK
          GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

        


        SECTION
          19.  Miscellaneous.
          This
          Agreement may be executed in two or more counterparts, each of which when
          so
          executed and delivered shall be an original, but all of which together
          shall
          constitute one and the same instrument. This Agreement shall inure to the
          benefit of and be binding upon the parties hereto and their respective
          successors and assigns. This Agreement supersedes all prior agreements
          and
          understandings relating to the subject matter hereof. Neither this Agreement
          nor
          any term hereof may be changed, waived, discharged or terminated orally,
          but
          only by an instrument in writing signed by the party against whom enforcement
          of
          the change, waiver, discharge or termination is sought. The headings in
          this
          Agreement are for purposes of reference only and shall not limit or otherwise
          affect the meaning hereof.

        


        SECTION
          20.  Intent
          of the Parties.
          It is
          the express intent of the parties hereto that the conveyance of the Mortgage
          Loans by the Seller to the Purchaser as provided in Section 4 hereof be,
          and be
          construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
          and
          not as a pledge of the Mortgage Loans by the Seller to the Purchaser to
          secure a
          debt or other obligation of the Seller. However, in the event that,
          notwithstanding the aforementioned intent of the parties, the Mortgage
          Loans are
          held to be property of the Seller, then (a) it is the express intent of
          the
          parties that such conveyance be deemed a pledge of the Mortgage Loans by
          the
          Seller to the Purchaser to secure a debt or other obligation of the Seller
          and
          (b) (i) this Agreement shall also be deemed to be a security agreement
          within
          the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
          (ii)
          the conveyance provided for in Section 4 hereof shall be deemed to be a
          grant by
          the Seller to the Purchaser of a security interest in all of the Seller’s right,
          title and interest in and to the Mortgage Loans and all amounts payable
          to the
          holders of the Mortgage Loans in accordance with the terms thereof and
          all
          proceeds of the conversion, voluntary or involuntary, of the foregoing
          into
          cash, instruments, securities or other property, including without limitation
          all amounts, other than investment earnings, from time to time held or
          invested
          in the Collection Account whether in the form of cash, instruments, securities
          or other property; (iii) the possession by the Purchaser or its agent of
          Mortgage Notes, the related Mortgages and such other items of property
          that
          constitute instruments, money, negotiable documents or chattel paper shall
          be
          deemed to be “possession by the secured party” for purposes of perfecting the
          security interest pursuant to Section 9-305 of the New York Uniform Commercial
          Code; and (iv) notifications to persons holding such property and
          acknowledgments, receipts or confirmations from persons holding such property
          shall be deemed notifications to, or acknowledgments, receipts or confirmations
          from, financial intermediaries, bailees or agents (as applicable) of the
          Purchaser for the purpose of perfecting such security interest under applicable
          law. Any assignment of the interest of the Purchaser pursuant to Section
          4
          hereof shall also be deemed to be an assignment of any security interest
          created
          hereby. The Seller and the Purchaser shall, to the extent consistent with
          this
          Agreement, take such actions as may be necessary to ensure that, if this
          Agreement were deemed to create a security interest in the Mortgage Loans,
          such
          security interest would be deemed to be a perfected security interest of
          first
          priority under applicable law and will be maintained as such throughout
          the term
          of this Agreement and the Pooling and Servicing Agreement.

        


        [Signature
          Page to Follow]

        


        

          

          
            *
              Please
              contact Nomura Credit & Capital, Inc. for pricing
              information.

          

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        IN
          WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
          be
          signed by their respective officers thereunto duly authorized as of the
          date
          first above written.

        


        NOMURA
          CREDIT & CAPITAL, INC.


        


        By:
          /s/
          Timothy P.F. Crowley

        Name: Timothy
          P.F. Crowley

        Title:
          Vice President

        


        


        NOMURA
          HOME EQUITY LOAN, INC.


        


        By:
          /s/
          John P. Graham

        Name: John
          P.
          Graham

        Title:
          Managing Director

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        EXHIBIT
          1

        


        CONTENTS
          OF MORTGAGE FILE

        


        With
          respect to each Mortgage Loan, the Mortgage File shall include each of
          the
          following items, which shall be available for inspection by the Purchaser
          or its
          designee, and which shall be delivered to the Purchaser or its designee
          pursuant
          to the terms of the Agreement.


         

        (a)  the
          original Mortgage Note (including all riders thereto) bearing all intervening
          endorsements necessary to show a complete chain of endorsements from the
          original payee, endorsed in blank, via
          original signature,
          and, if
          previously endorsed, signed in the name of the last endorsee by a duly
          qualified
          officer of the last endorsee. If
          the
          Mortgage Loan was acquired by the last endorsee in a merger, the endorsement
          must be by “[name of last endorsee], successor by merger to [name of
          predecessor]”. If the Mortgage Loan was acquired or originated by the last
          endorsee while doing business under another name, the endorsement must
          be by
“[name of last endorsee], formerly known as [previous name]”;

         

        (b)  the
          original Assignment of Mortgage executed in blank;

         

        (c)  the
          original of any guarantee executed in connection with the Mortgage Note,
          if
          any;

         

        (d)  the
          original Mortgage (including all riders thereto) with evidence of recording
          thereon and the original recorded power of attorney, if the Mortgage was
          executed pursuant to a power of attorney, with evidence of recording thereon,
          and in the case of each MOM Loan, the original Mortgage, noting the presence
          of
          the MIN of the Mortgage Loan and either language indicating that the Mortgage
          Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
          the original Mortgage and the assignment thereof to MERS®, with evidence of
          recording indicated thereon; or, if the original Mortgage with evidence
          of
          recording thereon has not been returned by the public recording office
          where
          such Mortgage has been delivered for recordation or such Mortgage has been
          lost
          or such public recording office retains the original recorded Mortgage,
          a
          photocopy of such Mortgage, together with (i) in the case of a delay caused
          by
          the public recording office, an Officer’s Certificate of the title insurer
          insuring the Mortgage, the escrow agent, the seller or the Servicer stating
          that
          such Mortgage has been delivered to the appropriate public recording office
          for
          recordation and that the original recorded Mortgage or a copy of such Mortgage
          certified by such public recording office to be a true and complete copy
          of the
          original recorded Mortgage will be promptly delivered to the Custodian
          upon
          receipt thereof by the party delivering the Officer’s Certificate or by the
          Servicer; or (ii) in the case of a Mortgage where a public recording office
          retains the original recorded Mortgage or in the case where a Mortgage
          is lost
          after recordation in a public recording office, a copy of such Mortgage
          with the
          recording information thereon certified by such public recording office
          to be a
          true and complete copy of the original recorded Mortgage;

         

        (e)  the
          originals of all assumption, modification, consolidation or extension
          agreements, with evidence of recording thereon, if any;

         

        (f)  the
          originals of any intervening assignments of mortgage with evidence of recording
          thereon evidencing a complete chain of ownership from the originator of
          the
          Mortgage Loan to the last assignee, or if any such intervening assignment
          of
          mortgage has not been returned from the applicable public recording office
          or
          has been lost or if such public recording office retains the original recorded
          intervening assignments of mortgage, a photocopy of such intervening assignment
          of mortgage, together with (i) in the case of a delay caused by the public
          recording office, an Officer’s Certificate of the title insurer insuring the
          Mortgage, the escrow agent, the seller or the Servicer stating that such
          intervening assignment of mortgage has been delivered to the appropriate
          public
          recording office for recordation and that such original recorded intervening
          assignment of mortgage or a copy of such intervening assignment of mortgage
          certified by the appropriate public recording office to be a true and complete
          copy of the original recorded intervening assignment of mortgage will be
          promptly delivered to the Custodian upon receipt thereof by the party delivering
          the Officer’s Certificate or by the Servicer; or (ii) in the case of an
          intervening assignment of mortgage where a public recording office retains
          the
          original recorded intervening assignment of mortgage or in the case where
          an
          intervening assignment of mortgage is lost after recordation in a public
          recording office, a copy of such intervening assignment of mortgage with
          recording information thereon certified by such public recording office
          to be a
          true and complete copy of the original recorded intervening assignment
          of
          mortgage;

         

        (g)  if
          the
          Mortgage Note, the Mortgage, any Assignment of Mortgage, or any other related
          document has been signed by a Person on behalf of the Mortgagor, the original
          power of attorney or other instrument that authorized and empowered such
          Person
          to sign;

         

        (h)  the
          original lender’s title insurance policy in the form of an ALTA mortgage title
          insurance policy
          or,
          if the
          original lender’s title insurance policy has not been issued, the irrevocable
          commitment to issue the same; and

         

        (i)  the
          original of any security agreement, chattel mortgage or equivalent document
          executed in connection with the Mortgage, if any.

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        EXHIBIT
          2

         

        FORM
          OF LOST NOTE AFFIDAVIT

        


        Loan
          #:
          _________________________

        Borrower:
          _______________________

        


        LOST
          NOTE
          AFFIDAVIT

        


        


        I,
          as
          _____________________ of ____________________, a _______________ am authorized
          to make this Affidavit on behalf of Nomura Credit & Capital, Inc. (the
“Seller”). In connection with the administration of the Mortgage Loans held by
          ______________________, a _______________ [corporation] as Seller on behalf
          of
          ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

        


        1. The
          Seller’s address
          is:                 
_________________________

        
          	 	 	 	 	 	 	 	
                  _________________________

                


        

        
          	 	 	 	 	 	 	 	
                  _________________________

                


        

        


        2. The
          Seller previously delivered to the Purchaser a signed Initial Certification
          with
          respect to such Mortgage and/or Assignment of Mortgage;

        


        3. Such
          Mortgage Note and/or Assignment of Mortgage was assigned or sold to the
          Purchaser by __________________, a _________________ pursuant to the terms
          and
          provisions of a Mortgage Loan Purchase Agreement dated as of November 9,
          2006;

        


        4. Such
          Mortgage Note and/or Assignment of Mortgage is not outstanding pursuant
          to a
          request for release of Documents;

        


        5. Aforesaid
          Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
          lost;

        


        6. Deponent
          has made or caused to be made a diligent search for the Original and has
          been
          unable to find or recover same;

        


        7. The
          Seller was the Seller of the Original at the time of the loss; and

        


        8. Deponent
          agrees that, if said Original should ever come into Seller’s possession, custody
          or power, Seller will immediately and without consideration surrender the
          Original to the Purchaser.

        


        9. Attached
          hereto is a true and correct copy of (i) the Note, endorsed in blank by
          the
          Mortgagee and (ii) the Mortgage or Deed of Trust (strike one) which secures
          the
          Note, which Mortgage or Deed of Trust is recorded in the county where the
          property is located.

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        10. Deponent
          hereby agrees that the Seller (a) shall indemnify and hold harmless the
          Purchaser, its successors and assigns, against any loss, liability or damage,
          including reasonable attorney’s fees, resulting from the unavailability of any
          Notes, including but not limited to any loss, liability or damage arising
          from
          (i) any false statement contained in this Affidavit, (ii) any claim of
          any party
          that purchased a mortgage loan evidenced by the Lost Note or any interest
          in
          such mortgage loan, (iii) any claim of any borrower with respect to the
          existence of terms of a mortgage loan evidenced by the Lost Note on the
          related
          property to the fact that the mortgage loan is not evidenced by an original
          note
          and (iv) the issuance of a new instrument in lieu thereof (items (i) through
          (iv) above hereinafter referred to as the “Losses”) and (b) if required by any
          Rating Agency in connection with placing such Lost Note into a Pass-Through
          Transfer, shall obtain a surety from an insurer acceptable to the applicable
          Rating Agency to cover any Losses with respect to such Lost Note.

        


        11. This
          Affidavit is intended to be relied upon by the Purchaser, its successors
          and
          assigns. Nomura Credit & Capital, Inc. represents and warrants that is has
          the authority to perform its obligations under this Affidavit of Lost
          Note.

        


        Executed
          this _ day of _______, 200_.


        


        


        By:
          ______________________________

        Name:

        Title:

        


        


        On
          this
          __ day of ______, 200_, before me appeared ______________________ to me
          personally known, who being duly sworn did say that he is the
          _______________________ of ____________________, a ______________________
          and
          that said Affidavit of Lost Note was signed and sealed on behalf of such
          corporation and said acknowledged this instrument to be the free act and
          deed of
          said entity.

        


        Signature:

        


        [Seal]

        





      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        D

       

      TRANSFER
        AFFIDAVIT AND AGREEMENT

       

      


      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

       

      ___________________________
        being duly sworn, deposes, represents and warrants as follows:

       

      
        	 	
                1.

              	
                I
                  am a _____________________ of _______________________________ (the
                  “Investor”) a corporation duly organized and existing under the laws of
                  _________________________, the record owner of Nomura Home Equity
                  Loan,
                  Inc., Home Equity Loan Trust, Series 2006-AF1 Asset-Backed Certificates,
                  Class [R] [R-X] Certificates (the “Residual Certificates”), on behalf of
                  whom I make this affidavit and agreement. Capitalized terms used
                  but not
                  defined herein have the respective meanings assigned thereto in
                  the
                  Pooling and Servicing Agreement pursuant to which the Residual
                  Certificates were issued.

              


      

       

      
        	 	
                2.

              	
                The
                  Investor (i) is and will be a “Permitted Transferee” as of
                  ____________________. ____ and (ii) is acquiring the Residual Certificates
                  for its own account or for the account of another Investor from
                  which it
                  has received an affidavit in substantially the same form as this
                  affidavit. A “Permitted Transferee” is any person other than a
                  “disqualified organization” or a possession of the United States. For this
                  purpose, a “disqualified organization” means the United States, any state
                  or political subdivision thereof, any agency or instrumentality
                  of any of
                  the foregoing (other than an instrumentality all of the activities
                  of
                  which are subject to tax and, except for the Federal Home Loan
                  Mortgage
                  Corporation, a majority of whose board of directors is not selected
                  by any
                  such governmental entity) or any foreign government, international
                  organization or any agency or instrumentality of such foreign government
                  or organization, any real electric or telephone cooperative, or
                  any
                  organization (other than certain farmers’ cooperatives) that is generally
                  exempt from federal income tax unless such organization is subject
                  to the
                  tax on unrelated business taxable
                  income.

              


      

       

      
        	 	
                3.

              	
                The
                  Investor is aware (i) of the tax that would be imposed on transfers
                  of the
                  Residual Certificates to disqualified organizations under the Internal
                  Revenue Code of 1986 that applies to all transfers of the Residual
                  Certificates after July 31, 1988; (ii) that such tax would be levied
                  on
                  the transferor or, if such transfer is through an agent (which
                  person
                  includes a broker, nominee or middleman) for a non-Permitted Transferee,
                  on the agent; (iii) that the person otherwise liable for the tax
                  shall be
                  relieved of liability for the tax if the transferee furnishes to
                  such
                  person an affidavit that the transferee is a Permitted Transferee
                  and, at
                  the time of transfer, such person does not have actual knowledge
                  that the
                  affidavit is false; and (iv) that each of the Residual Certificates
                  may be
                  a “noneconomic residual interest” within the meaning of proposed Treasury
                  regulations promulgated under the Code and that the transferor
                  of a
                  “noneconomic residual interest” will remain liable for any taxes due with
                  respect to the income on such residual interest, unless no significant
                  purpose of the transfer is to impede the assessment or collection
                  of
                  tax.

              


      

       

      
        	 	
                4.

              	
                The
                  Investor is aware of the tax imposed on a “pass-through entity” holding
                  the Residual Certificates if, at any time during the taxable year
                  of the
                  pass-through entity, a non-Permitted Transferee is the record holder
                  of an
                  interest in such entity. (For this purpose, a “pass-through entity”
                  includes a regulated investment company, a real estate investment
                  trust or
                  common trust fund, a partnership, trust or estate, and certain
                  cooperatives.)

              


      

       

      
        	 	
                5.

              	
                The
                  Investor is aware that the Securities Administrator will not register
                  the
                  transfer of any Residual Certificate unless the transferee, or
                  the
                  transferee’s agent, delivers to the Securities Administrator, among other
                  things, an affidavit in substantially the same form as this affidavit.
                  The
                  Investor expressly agrees that it will not consummate any such
                  transfer if
                  it knows or believes that any of the representations contained
                  in such
                  affidavit and agreement are false.

              


      

       

      
        	 	
                6.

              	
                The
                  Investor consents to any additional restrictions or arrangements
                  that
                  shall be deemed necessary upon advice of counsel to constitute
                  a
                  reasonable arrangement to ensure that the Residual Certificates will only
                  be owned, directly or indirectly, by an Investor that is a Permitted
                  Transferee.

              


      

       

      
        	 	
                7.

              	
                The
                  Investor’s taxpayer identification number is
                  ________________.

              


      

       

      
        	 	
                8.

              	
                The
                  Investor has reviewed the restrictions set forth on the face of
                  the
                  Residual Certificates and the provisions of Section 6.02(d) of
                  the Pooling
                  and Servicing Agreement under which the Residual Certificates were
                  issued
                  (in particular, clauses (iii)(A) and (iii)(B) of Section 6.02(d),
                  which
                  authorize the Securities Administrator to deliver payments to a
                  person
                  other than the Investor and negotiate a mandatory sale by the Securities
                  Administrator in the event that the Investor holds such Certificate
                  in
                  violation of Section 6.02(d)); and that the Investor expressly
                  agrees to
                  be bound by and to comply with such restrictions and
                  provisions.

              


      

       

      
        	 	
                9.

              	
                The
                  Investor is not acquiring and will not transfer the Residual Certificates
                  in order to impede the assessment or collection of any
                  tax.

              


      

       

      
        	 	
                10.

              	
                The
                  Investor anticipates that it will, so long as it holds the Residual
                  Certificates, have sufficient assets to pay any taxes owed by the
                  holder
                  of such Residual Certificates, and hereby represents to and for
                  the
                  benefit of the person from whom it acquired the Residual Certificates
                  that
                  the Investor intends to pay taxes associated with holding such
                  Residual
                  Certificates as they become due, fully understanding that it may
                  incur tax
                  liabilities in excess of any cash flows generated by the Residual
                  Certificates.

              


      

       

      
        	 	
                11.

              	
                The
                  Investor has no present knowledge that it may become insolvent
                  or subject
                  to a bankruptcy proceeding for so long as it holds the Residual
                  Certificates.

              


      

       

      
        	 	
                12.

              	
                The
                  Investor has no present knowledge or expectation that it will be
                  unable to
                  pay any United States taxes owed by it so long as any of the Certificates
                  remain outstanding.

              


      

       

      
        	 	
                13.

              	
                The
                  Investor is not acquiring the Residual Certificates with the intent
                  to
                  transfer the Residual Certificates to any person or entity that
                  will not
                  have sufficient assets to pay any taxes owed by the holder of such
                  Residual Certificates, or that may become insolvent or subject
                  to a
                  bankruptcy proceeding, for so long as the Residual Certificates
                  remain
                  outstanding.

              


      

       

      
        	 	
                14.

              	
                The
                  Investor will, in connection with any transfer that it makes of
                  the
                  Residual Certificates, obtain from its transferee the representations
                  required by Section 6.02(d) of the Pooling and Servicing Agreement
                  under
                  which the Residual Certificate were issued and will not consummate
                  any
                  such transfer if it knows, or knows facts that should lead it to
                  believe,
                  that any such representations are
                  false.

              


      

       

      
        	 	
                15.

              	
                The
                  Investor will, in connection with any transfer that it makes of
                  the
                  Residual Certificates, deliver to the Securities Administrator
                  an
                  affidavit, which represents and warrants that it is not transferring
                  the
                  Residual Certificates to impede the assessment or collection of
                  any tax
                  and that it has no actual knowledge that the proposed transferee:
                  (i) has
                  insufficient assets to pay any taxes owed by such transferee as
                  holder of
                  the Residual Certificates; (ii) may become insolvent or subject
                  to a
                  bankruptcy proceeding for so long as the Residual Certificates
                  remain
                  outstanding; and (iii) is not a “Permitted
                  Transferee”.

              


      

       

      
        	 	
                16.

              	
                The
                  Investor is a citizen or resident of the United States, a corporation,
                  partnership or other entity created or organized in, or under the
                  laws of,
                  the United States or any political subdivision thereof, or an estate
                  or
                  trust whose income from sources without the United States may be
                  included
                  in gross income for United States federal income tax purposes regardless
                  of its connection with the conduct of a trade or business within
                  the
                  United States.

              


      

       

      
        	 	
                17.

              	
                The
                  Investor in the Residual Certificates hereby agrees that in the
                  event that
                  the Trust Fund created by the Pooling and Servicing Agreement is
                  terminated pursuant to Section 10.01 thereof, the undersigned shall
                  assign
                  and transfer to the Holders of the Class X and the Class P Certificates
                  any amounts in excess of par received in connection with such termination.
                  Accordingly, in the event of such termination, the Securities
                  Administrator is hereby authorized to withhold any such amounts
                  in excess
                  of par and to pay such amounts directly to the Holders of the Class
                  X and
                  the Class P Certificates. This agreement shall bind and be enforceable
                  against any successor, transferee or assignee of the undersigned
                  in any
                  Residual Certificates. In connection with any transfer of any Residual
                  Certificates, the Investor shall obtain an agreement substantially
                  similar
                  to this clause from any subsequent
                  owner.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of
        _________________, ____.

       

      
        	 	 	 	 	 	 	 	
                [INVESTOR]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:
                  [Vice] President

              


      

      


       

      ATTEST:

       

      
        	
                By:

              	 	 
	 	
                Name:

              	 
	 	
                Title:
                  [Assistant] Secretary

              	 


      

      


       

      Personally
        appeared before me the above-named __________________, known or proved to
        me to
        be the same person who executed the foregoing instrument and to be a [Vice]
        President of the Investor, and acknowledged to me that [he/she] executed
        the
        same as [his/her] free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ______________ day of __________, ____.

       

      


      


      
        	 	 
	 	
                Notary
                  Public

              
	 	 
	 	
                County
                  of _____________________________

              
	 	
                State
                  of _______________________________

              
	 	 
	 	
                My
                  Commission expires:

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      FORM
        OF
        TRANSFEROR AFFIDAVIT

       

      


      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

       

      _________________________,
        being duly sworn, deposes, represents and warrants as follows:

       

      1. I
        am
        a ____________________
        of _________________________ (the “Investor”), a corporation duly organized and
        existing under the laws of _____________, on behalf of whom I make this
        affidavit.

       

      2. The
        Investor is not transferring the Residual Certificates (the “Residual
        Certificates”) to impede the assessment or collection of any tax.

       

      3. The
        Investor has no actual knowledge that the Person that is the proposed transferee
        (the “Purchaser”) of the Residual Certificates: (i) has insufficient assets to
        pay any taxes owed by such proposed transferee as holder of the Residual
        Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
        for so long as the Residual Certificates remain outstanding and (iii) is
        not a
        Permitted Transferee.

       

      4. The
        Investor understands that the Purchaser has delivered to the Securities
        Administrator a transfer affidavit and agreement in the form attached to
        the
        Pooling and Servicing Agreement as Exhibit D. The Investor does not know
        or
        believe that any representation contained therein is false.

       

      5. At
        the
        time of transfer, the Investor has conducted a reasonable investigation of
        the
        financial condition of the Purchaser as contemplated by Treasury Regulations
        Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Investor
        has determined that the Purchaser has historically paid its debts as they
        became
        due and has found no significant evidence to indicate that the Purchaser
        will
        not continue to pay its debts as they become due in the future. The Investor
        understands that the transfer of a Residual Certificate may not be respected
        for
        United States income tax purposes (and the Investor may continue to be liable
        for United States income taxes associated therewith) unless the Investor
        has
        conducted such an investigation.

       

      6. Capitalized
        terms not otherwise defined herein shall have the meanings ascribed to them
        in
        the Pooling and Servicing Agreement dated as of October 1, 2006, among Nomura
        Home Equity Loan, Inc., Nomura Credit & Capital, Inc., Wells Fargo Bank,
        N.A. and HSBC Bank USA, National Association.

       

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of
        ________________, ____.

       

      
        	 	 	 	 	 	 	 	
                [INVESTOR]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:
                  [Vice] President

              


      

      


       

      ATTEST:

      


      


      
        	
                By:

              	 	 
	 	
                Name:

              	 
	 	
                Title:
                  [Assistant] Secretary

              	 


      

      


       

      Personally
        appeared before me the above-named _________________, known or proved to
        me to
        be the same person who executed the foregoing instrument and to be a [Vice]
        President of the Investor, and acknowledged to me that [he/she] executed
        the
        same as [his/her] free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ______ day of _____________, ____.

       

      


      
        	 	 
	 	
                Notary
                  Public

              
	 	 
	 	
                County
                  of _____________________________

              
	 	
                State
                  of _______________________________

              
	 	 
	 	
                My
                  Commission expires:

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      


       

      Personally
        appeared before me the above-named _________________, known or proved to
        me to
        be the same person who executed the foregoing instrument and to be the [Title
        of
        Officer] of the Investor, and acknowledged to me that [he/she] executed the
        same
        as [his/her] free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ___ day of _________, 20___.

       

      NOTARY
        PUBLIC

       

      COUNTY
        OF

       

      STATE
        OF

       

      My
        commission expires the ___ day of ___________________, 20___.

       

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        E

       

      FORM
        OF
        TRANSFEROR CERTIFICATE

       

      ______________,
        2006

       

      Nomura
        Home Equity Loan, Inc.

      2
        World
        Financial Center, Building B

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
        2006-AF1

       

      
        	
                Re:

              	
                Nomura
                  Home Equity Loan, Inc. 

                Asset-Backed
                  Certificates, Series 2006-AF1, Class
                  [X][P][R][R-X]

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the sale by Nomura (the “Sponsor”) to ________ (the “Purchaser”)
        of $_________ Initial Certificate Principal Balance of Asset-Backed
        Certificates, Series 2006-AF1, Class [X][P][R][R-X] (the “Certificates”), issued
        pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”), dated as of October 1, 2006, among Nomura Home Equity Loan, Inc.,
        as depositor (the “Depositor”), Nomura Credit & Capital, Inc., as sponsor,
        Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and
        securities administrator (the “Securities Administrator”) and HSBC Bank USA,
        National Association, as trustee (the “Trustee”). The Sponsor hereby certifies,
        represents and warrants to, a covenants with, the Depositor, the Securities
        Administrator and the Trustee that:

       

      Neither
        the Sponsor nor anyone acting on its behalf has (a) offered, pledged, sold,
        disposed of or otherwise transferred any Certificate, any interest in any
        Certificate or any other similar security to any person in any manner, (b)
        has
        solicited any offer to buy or to accept a pledge, disposition or other transfer
        of any Certificate, any interest in any Certificate or any other similar
        security from any person in any manner, (c) has
        otherwise approached or negotiated with any person in any manner with respect
        to
        any Certificate any interest in any Certificate or any other similar
        security,
        (d) has
        made, with respect to any Certificate, any general solicitation by means
        of
        general advertising or in any other manner, or (e) has taken any other action
        that (as to any of (a) through (e) above) would constitute a distribution
        of any
        Certificates under the Securities Act of 1933 (the “Act”), that would render the
        disposition of any Certificate a violation of Section 5 of the Act or any
        state
        securities law or that would require registration or qualification pursuant
        thereto. The Sponsor will not act in any manner set forth in the foregoing
        sentence with respect to any Certificate. The Sponsor has not and will not
        sell
        or otherwise transfer any of the Certificates except in compliance with the
        provisions of the Pooling and Servicing Agreement.

      


      


      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                ___________________________________________

              
	 	 	 	 	 	 	 	
                (Sponsor)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        F

       

      FORM
        OF
        INVESTOR REPRESENTATION LETTER (NON-RULE 144A)

       

      ___________,
        2006

       

      Nomura
        Home Equity Loan, Inc.

      2
        World
        Financial Center

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
        2006-AF1

       

      
        	
                Re:

              	
                Nomura
                  Home Equity Loan, Inc., Home Equity Loan Trust, Asset-Backed Certificates,
                  Series 2006-AF1

              


      

       

      Ladies
        and Gentlemen:

       

      _______________
        (the “Purchaser”) intends to purchase from ____________ (the “Sponsor”)
        $_________ Initial Certificate Principal Balance of Asset-Backed Certificates,
        Series 2006-AF1, Class [X][P][R][R-X] (the “Certificates”), issued pursuant to
        the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
        dated as of October 1, 2006, among Nomura Home Equity Loan, Inc., as depositor
        (the “Depositor”), Nomura Credit & Capital, Inc., as sponsor, Wells Fargo
        Bank, N.A., as master servicer (the “Master Servicer”) and securities
        administrator (the “Securities Administrator”) and HSBC Bank USA, National
        Association, as trustee (the “Trustee”). All terms used herein and not otherwise
        defined shall have the meanings set forth in the Pooling and Servicing
        Agreement. The Purchaser hereby certifies, represents and warrants to, and
        covenants with, the Depositor, the Securities Administrator and the Trustee
        that:

       

      
        	
                1.

                 

              	
                The
                  Purchaser understands that (a) the Certificates have not been and
                  will not
                  be registered or qualified under the Securities Act of 1933, as
                  amended
                  (the “Act”), or any state securities law, (b) the Depositor is not
                  required to so register or qualify the Certificates, (c) the Certificates
                  may be re-sold only if registered and qualified pursuant to the
                  provisions
                  of the Act or any state securities law, or if an exemption from
                  such
                  registration and qualification is available, (d) the Pooling and
                  Servicing
                  Agreement contains restrictions regarding the transfer of the Certificates
                  and (e) the Certificates will bear a legend to the foregoing
                  effect.

                 

              
	
                2.

                 

              	
                The
                  Purchaser is acquiring the Certificates for its own account for
                  investment
                  only and not with a view to or for sale in connection with any
                  distribution thereof in any manner that would violate the Act or
                  any
                  applicable state securities laws.

                 

              
	
                3.

                 

              	
                The
                  Purchaser is (a) a substantial, sophisticated institutional investor
                  having such knowledge and experience in financial and business
                  matters,
                  and, in particular, in such matters related to securities similar
                  to the
                  Certificates, such that it is capable of evaluating the merits
                  and risks
                  of investment in the Certificates, (b) able to bear the economic
                  risks of
                  such an investment and (c) an “accredited investor” within the meaning of
                  Rule 501(a) promulgated pursuant to the Act.

                 

              
	
                4.

                 

              	
                The
                  Purchaser has been furnished with, and has had an opportunity to
                  review
                  (a) a copy of the Pooling and Servicing Agreement and (b) such
                  other
                  information concerning the Certificates, the Mortgage Loans and
                  the
                  Depositor as has been requested by the Purchaser from the Depositor
                  or the
                  Sponsor and as is relevant to the Purchaser’s decision to purchase the
                  Certificates. The Purchaser has had any questions arising from
                  such review
                  answered by the Depositor or the Sponsor to the satisfaction of
                  the
                  Purchaser.

                 

              
	
                5.

              	
                The
                  Purchaser has not and will not nor has it authorized or will it
                  authorize
                  any person to (a) offer, pledge, sell, dispose of or otherwise
                  transfer
                  any Certificate, any interest in any Certificate or any other similar
                  security to any person in any manner, (b) solicit any offer to
                  buy or to
                  accept a pledge, disposition or other transfer of any Certificate,
                  any
                  interest in any Certificate or any other similar security from
                  any person
                  in any manner, (c) otherwise approach or negotiate with any person
                  in any
                  manner with respect to any Certificate any interest in any Certificate
                  or
                  any other similar security, (d) make any general solicitation by
                  means of
                  general advertising or in any other manner or (e) take any other
                  action
                  that (as to any of (a) through (e) above) would constitute a distribution
                  of any Certificate under the Act that would render the disposition
                  of any
                  Certificate a violation of Section 5 of the Act or any state securities
                  law or that would require registration or qualification pursuant
                  thereto.
                  The Purchaser will not sell or otherwise transfer any of the Certificates
                  except in compliance with the provisions of the Pooling and Servicing
                  Agreement.

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                ___________________________________________

              
	 	 	 	 	 	 	 	
                (Purchaser)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        G

       

      FORM
        OF
        RULE 144A INVESTMENT LETTER

       

      [Date]

      


      Nomura
        Credit & Capital, Inc.

      2
        World
        Financial Center, Building B

      New
        York,
        New York 10281

       

      Nomura
        Home Equity Loan, Inc.

      2
        World
        Financial Center

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

       

      
        	
                Re:

              	
                Nomura
                  Home Equity Loan, Inc., Home Equity Loan Trust, Asset-Backed Certificates,
                  Series 2006-AF1 (the “Certificates”), including the Class [X][P][R][R-X]
                  Certificates (the “Private
                  Certificates”)

              


      

       

      Dear
        Ladies and Gentlemen:

       

      In
        connection with our purchase of Private Certificates, we confirm
        that:

       

      
        	
                (i)

                 

              	
                we
                  understand that the Private Certificates are not being registered
                  under
                  the Securities Act of 1933, as amended (the “Act”) or any applicable state
                  securities or “Blue Sky” laws, and are being sold to us in a transaction
                  that is exempt from the registration requirements of such
                  laws;

                 

              
	
                (ii)

                 

              	
                any
                  information we desired concerning the Certificates, including the
                  Private
                  Certificates, the trust in which the Certificates represent the
                  entire
                  beneficial ownership interest (the “Trust”) or any other matter we deemed
                  relevant to our decision to purchase Private Certificates has been
                  made
                  available to us;

                 

              
	
                (iii)

                 

              	
                we
                  are able to bear the economic risk of investment in Private Certificates;
                  we are an institutional “accredited investor” as defined in Section 501(a)
                  of Regulation D promulgated under the Act and a sophisticated
                  institutional investor and we agree to obtain a representation
                  from any
                  transferee that such transferee is an institutional “accredited investor”
                  so long as we are required to obtain a representation letter regarding
                  compliance with the Act;

                 

              
	
                (iv)

                 

              	
                we
                  are acquiring Private Certificates for our own account, not as
                  nominee for
                  any other person, and not with a present view to any distribution
                  or other
                  disposition of the Private Certificates;

                 

              
	
                (v)

                 

              	
                we
                  agree the Private Certificates must be held indefinitely by us
                  (and may
                  not be sold, pledged, hypothecated or in any way disposed of) unless
                  subsequently registered under the Act and any applicable state
                  securities
                  or “Blue Sky” laws or unless an exemption from the registration
                  requirements of the Act and any applicable state securities or
“Blue Sky”
                  laws is available;

                 

              
	
                (vi)

                 

              	
                we
                  agree that in the event that at some future time we wish to dispose
                  of or
                  exchange any of the Private Certificates (such disposition or exchange
                  not
                  being currently foreseen or contemplated), we will not transfer
                  or
                  exchange any of the Private Certificates unless:

                 

              
	 	
                (A)
                  (1) the sale is to an Eligible Purchaser (as defined below), (2)
                  if
                  required by the Pooling and Servicing Agreement (as defined below)
                  a
                  letter to substantially the same effect as either this letter or,
                  if the
                  Eligible Purchaser is a Qualified Institutional Buyer as defined
                  under
                  Rule 144A of the Act, the Rule 144A and Related Matters Certificate
                  in the
                  form attached to the Pooling and Servicing Agreement (as defined
                  below)
                  (or such other documentation as may be acceptable to the Securities
                  Administrator) is executed promptly by the purchaser and delivered
                  to the
                  addressees hereof and (3) all offers or solicitations in connection
                  with
                  the sale, whether directly or through any agent acting on our behalf,
                  are
                  limited only to Eligible Purchasers and are not made by means of
                  any form
                  of general solicitation or general advertising whatsoever;
                  and

              
	 	 
	 	
                (B)
                  if the Private Certificate is not registered under the Act (as
                  to which we
                  acknowledge you have no obligation), the Private Certificate is
                  sold in a
                  transaction that does not require registration under the Act and
                  any
                  applicable state securities or “Blue Sky” laws and, if the Securities
                  Administrator or HSBC Bank USA, National Association, as trustee
                  (the
                  “Trustee”) so requests, a satisfactory Opinion of Counsel is furnished to
                  such effect, which Opinion of Counsel shall be an expense of the
                  transferor or the transferee;

              
	 	 
	
                (vii)

                 

              	
                we
                  agree to be bound by all of the terms (including those relating
                  to
                  restrictions on transfer) of the Pooling and Servicing Agreement,
                  pursuant
                  to which the Trust was formed; we have reviewed carefully and understand
                  the terms of the Pooling and Servicing Agreement;

                 

              
	
                (viii)

                 

              	
                we
                  either: (i) are not acquiring the Private Certificate directly
                  or
                  indirectly by, or on behalf of, an employee benefit plan or other
                  retirement arrangement which is subject to Title I of the Employee
                  Retirement Income Security Act of 1974, as amended, and/or section
                  4975 of
                  the Internal Revenue Code of 1986, as amended, or (ii) in the case
                  of a
                  Class X, Class P, Class R or Class R-X Certificate, are providing
                  the
                  opinion of counsel specified in Section 6.02(b) of the
                  Agreement.

                 

              
	
                (ix)

                 

              	
                we
                  understand that each of the Class [X][P][R][R-X] Certificates bears,
                  and
                  will continue to bear, legends substantially to the following effect:
                  “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
                  THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
                  STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
                  AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED
                  OR
                  OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT
                  AND OTHER
                  APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES
                  ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
                  QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”)
                  PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
                  QIB WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
                  RESALE,
                  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
                  (2)
                  PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
                  UNDER THE
                  SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
                  “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
                  501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY
                  ENTITY IN
                  WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
                  NOT
                  FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO
                  (A) THE
                  RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY
                  IN THE
                  FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES
                  ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
                  ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS
                  IN
                  COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR
                  IN EACH
                  CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
                  STATES AND ANY OTHER APPLICABLE JURISDICTION

                 

              
	 	
                NO TRANSFER
                  OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
                  PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE AGREEMENT
                  

              


      

      


      “Eligible
        Purchaser”
means
        a
        corporation, partnership or other entity which we have reasonable grounds
        to
        believe and do believe (i) can make representations with respect to itself
        to
        substantially the same effect as the representations set forth herein, and
        (ii)
        is either a Qualified Institutional Buyer as defined under Rule 144A of the
        Act
        or an institutional “Accredited Investor” as defined under Rule 501 of the
        Act.

       

      Terms
        not
        otherwise defined herein shall have the meanings assigned to them in the
        Pooling
        and Servicing Agreement, dated as of October 1, 2006, between Nomura Home
        Equity
        Loan, Inc., as depositor, Nomura Credit & Capital, Inc., as sponsor, Wells
        Fargo Bank, N.A., as master servicer (the “Master Servicer”) and securities
        administrator (the “Securities Administrator”) and HSBC Bank USA, National
        Association, as trustee (the “Trustee”) (the “Pooling and Servicing
        Agreement’).

       

      If
        the
        Purchaser proposes that its Certificates be registered in the name of a nominee
        on its behalf, the Purchaser has identified such nominee below, and has caused
        such nominee to complete the Nominee Acknowledgment at the end of this
        letter.

       

      Name
        of
        Nominee (if any): _______________________________

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, this document has been executed by the undersigned who is
        duly
        authorized to do so on behalf of the undersigned Eligible Purchaser on the
        ___
        day of ________, 20___.

       

      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [PURCHASER]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	
                [By:_________________________________________________________

              
	 	 	 	 	 	 	 	 	
                Attorney-in-fact]

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Nominee
        Acknowledgment

       

      The
        undersigned hereby acknowledges and agrees that as to the Certificates being
        registered in its name, the sole beneficial owner thereof is and shall be
        the
        Purchaser identified above, for whom the undersigned is acting as
        nominee.

       

      
        	 	 	 	 	 	 	 	
                [NAME
                  OF NOMINEE]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	
                [By:_________________________________________________________

              
	 	 	 	 	 	 	 	 	
                Attorney-in-fact]

              


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        H

       

      FORM
        OF
        ADDITIONAL DISCLOSURE NOTIFICATION

       

      


      Wells
        Fargo Bank, N.A. as Securities Administrator 

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Fax:
        (410) 715-2380

      E-mail:
        cts.sec.notifications@wellsfargo.com

       

      Nomura
        Home Equity Loan, Inc.

      2
        World
        Financial Center, Building B

      New
        York,
        New York 10281

      Attn: Corporate
        Trust Services - Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
 Asset-Backed
        Certificates, Series 2006-AF1 - SEC REPORT PROCESSING

       

      RE:
        **Additional Form [10-K][10-D][8-K] Disclosure**Required

       

      


       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section [ ] of the Pooling and Servicing Agreement, dated
        as of
        October 1, 2006, among the Purchaser as depositor, Nomura Credit & Capital,
        Inc., as sponsor, Wells Fargo Bank, National Association, as Master Servicer
        and
        Securities Administrator, the Undersigned, as [ ], hereby notifies you that
        certain events have come to our attention that [will][may] need to be disclosed
        on Form [10-K][10-D][8-K].

       

      Description
        of Additional Form [10-K][10-D][8-K]Disclosure:

      


       

      List
        of
        Any Attachments hereto to be included in the Additional Form [10-K][10-D][8-K]
        Disclosure:

       

      Any
        inquiries related to this notification should be directed to [   ],
        phone number: [   ]; email address: [   ].

       

      [NAME
        OF
        PARTY]

      as
        [role]

       

      By:
        ___________________________________

      Name:

      Title: 

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        I

       

      DTC
        LETTER OF REPRESENTATIONS

       

      [provided
        upon request]

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        J

       

      SCHEDULE
        OF MORTGAGE LOANS WITH LOST NOTES

       

      


      NONE

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        K

       

       

      APPENDIX
        E - Standard & Poor’s Anti-Predatory Lending
        Categorization

       

      Standard
        & Poor’s has categorized loans governed by anti-predatory lending laws in
        the Jurisdictions listed below into three categories based upon a combination
        of
        factors that include (a) the risk exposure associated with the assignee
        liability and (b) the tests and thresholds set forth in those laws. Note
        that
        certain loans classified by the relevant statute as “Covered” are included in
        Standard & Poor’s High Cost Loan Category because they included thresholds
        and tests that are typical of what is generally considered High Cost by the
        industry.


      
        


        
          	
                  Standard
                    & Poor’s High Cost Loan Categorization

                
	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                
	
                  Arkansas

                	
                  Arkansas
                    Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.

                  Effective
                    July 16, 2003

                	
                  High
                    Cost Home Loan

                
	
                  Cleveland
                    Heights, OH

                	
                  Ordinance
                    No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq.

                  Effective
                    June 2, 2003 

                	
                  Covered
                    Loan

                
	
                  Colorado

                	
                  Consumer
                    Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq.

                  Effective
                    for covered loans offered or entered into on or after January
                    1, 2003.
                    Other provisions of the Act took effect on June 7, 2002

                	
                  Covered
                    Loan

                
	
                  Connecticut

                	
                  Connecticut
                    Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                    et seq.

                  Effective
                    October 1, 2001

                	
                  High
                    Cost Home Loan

                
	
                  District
                    of Columbia

                	
                  Home
                    Loan Protection Act, D.C. Code §§ 26-1151.01 et seq.

                  Effective
                    for loans closed on or after January 28, 2003

                	
                  Covered
                    Loan

                
	
                  Florida

                	
                  Fair
                    Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq.

                  Effective
                    October 2, 2002

                	
                  High
                    Cost Home Loan

                


        

        


        
          	
                  Standard
                    & Poor’s High Cost Loan Categorization

                
	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                
	
                  Georgia
                    (Oct. 1, 2002 - Mar. 6, 2003)

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                  Effective
                    October 1, 2002 - March 6, 2003

                	
                  High
                    Cost Home Loan

                
	
                  Georgia
                    as amended (Mar. 7, 2003 - current)

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                  Effective
                    for loans closed on or after March 7, 2003

                	
                  High
                    Cost Home Loan

                
	
                  HOEPA
                    Section 32

                	
                  Home
                    Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                    §§ 226.32 and 226.34

                  Effective
                    October 1, 1995, amendments October 1, 2002

                	
                  High
                    Cost Loan

                
	
                  Illinois

                	
                  High
                    Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.

                  Effective
                    January 1, 2004 (prior to this date, regulations under Residential
                    Mortgage License Act effective from May 14, 2001)

                	
                  High
                    Risk Home Loan 

                
	
                  Kansas

                	
                  Consumer
                    Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.

                  Sections
                    16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                    16a-3-308a became effective July 1, 1999 

                	
                  High
                    Loan to Value Consumer Loan (id.§
                    16a-3-207) and;

                
	
                  High
                    APR Consumer Loan (id.§
                    16a-3-308a)

                
	
                  Kentucky

                	
                  2003
                    KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                    et seq.

                  Effective
                    June 24, 2003

                	
                  High
                    Cost Home Loan

                
	
                  Maine

                	
                  Truth
                    in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.

                  Effective
                    September 29, 1995 and as amended from time to time

                	
                  High
                    Rate High Fee Mortgage

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Standard
                    & Poor’s High Cost Loan Categorization

                
	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                
	
                  Massachusetts

                	
                  Part
                    40 and Part 32, 209 C.M.R. §§ 32.00 et seq.
                    and 209 C.M.R. §§ 40.01 et seq.

                  Effective
                    March 22, 2001 and amended from time to time

                	
                  High
                    Cost Home Loan

                
	
                  Nevada

                	
                  Assembly
                    Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.

                  Effective
                    October 1, 2003

                	
                  Home
                    Loan

                
	
                  New
                    Jersey

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et seq.

                  Effective
                    for loans closed on or after November 27, 2003

                	
                  High
                    Cost Home Loan

                
	
                  New
                    Mexico

                	
                  Home
                    Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                  Effective
                    as of January 1, 2004; Revised as of February 26, 2004

                	
                  High
                    Cost Home Loan

                
	
                  New
                    York

                	
                  N.Y.
                    Banking Law Article 6-l

                  Effective
                    for applications made on or after April 1, 2003

                	
                  High
                    Cost Home Loan

                
	
                  North
                    Carolina

                	
                  Restrictions
                    and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                    et seq.

                  Effective
                    July 1, 2000; amended October 1, 2003 (adding open-end lines
                    of
                    credit)

                	
                  High
                    Cost Home Loan

                
	
                  Ohio

                	
                  H.B.
                    386 (codified in various sections of the Ohio Code), Ohio Rev.
                    Code Ann.
                    §§ 1349.25 et seq.

                  Effective
                    May 24, 2002

                	
                  Covered
                    Loan

                
	
                  Oklahoma

                	
                  Consumer
                    Credit Code (codified in various sections of Title 14A)

                  Effective
                    July 1, 2000; amended effective January 1, 2004

                	
                  Subsection
                    10 Mortgage

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Standard
                    & Poor’s High Cost Loan Categorization

                
	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                
	
                  South
                    Carolina

                	
                  South
                    Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                    et seq.

                  Effective
                    for loans taken on or after January 1, 2004

                	
                  High
                    Cost Home Loan

                
	
                  West
                    Virginia 

                	
                  West
                    Virginia Residential Mortgage Lender, Broker and Servicer Act,
                    W. Va. Code
                    Ann. §§ 31-17-1 et seq.

                  Effective
                    June 5, 2002

                	
                  West
                    Virginia Mortgage Loan Act Loan

                


        

        


         

        Standard
          & Poor’s Covered Loan Categorization

         

        


        
          	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                
	
                  Georgia
                    (Oct. 1, 2002 - Mar. 6, 2003)

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                  Effective
                    October 1, 2002 - March 6, 2003

                	
                  Covered
                    Loan

                
	
                  New
                    Jersey

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et seq.

                  Effective
                    November 27, 2003 - July 5, 2004

                	
                  Covered
                    Home Loan

                


        

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        


        
          	
                   

                  Standard
                    & Poor’s Home Loan Categorization

                
	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                
	
                  Georgia
                    (Oct. 1, 2002 - Mar. 6, 2003)

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                  Effective
                    October 1, 2002 - March 6, 2003

                	
                  Home
                    Loan

                
	
                  New
                    Jersey

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et seq.

                  Effective
                    for loans closed on or after November 27, 2003

                	
                  Home
                    Loan

                
	
                  New
                    Mexico

                	
                  Home
                    Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                  Effective
                    as of January 1, 2004; Revised as of February 26, 2004

                	
                  Home
                    Loan

                
	
                  North
                    Carolina

                	
                  Restrictions
                    and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                    et seq.

                  Effective
                    July 1, 2000; amended October 1, 2003 (adding open-end lines
                    of
                    credit)

                	
                  Consumer
                    Home Loan

                
	
                  South
                    Carolina

                	
                  South
                    Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                    et seq.

                  Effective
                    for loans taken on or after January 1, 2004

                	
                  Consumer
                    Home Loan

                


        

        
 

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        L

       

      RELEVANT
        SERVICING CRITERIA

      


      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      


      Assessments
        of Compliance and Attestation Reports Servicing Criteria1 

       

      

        
          	
                  Reg.
                    AB Item 1122(d) Servicing Criteria

                	
                  Depositor

                	
                  Sponsor

                	
                  Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Wells
                    Fargo1 
                    Wells Fargo in its capacity as Paying Agent, Master Servicer
                    and
                    Securities Administrator.

                
	
                  (1) General
                    Servicing Considerations

                	 	 	 	 	 	 
	
                  (i) monitoring
                    performance or other triggers and events of default

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (ii) monitoring
                    performance of vendors of activities outsourced

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (iii) maintenance
                    of back-up servicer for pool assets

                	 	 	 	 	 	 
	
                  (iv) fidelity
                    bond and E&O policies in effect

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (2) Cash
                    Collection and Administration

                	 	 	 	 	 	 
	
                  (i) timing
                    of deposits to custodial account

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (ii) wire
                    transfers to investors by authorized personnel

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (iii) advances
                    or guarantees made, reviewed and approved as required

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (iv) accounts
                    maintained as required

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (v) accounts
                    at federally insured depository institutions

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (vi) unissued
                    checks safeguarded

                	 	 	
                  X

                	 	 	 
	
                  (vii) monthly
                    reconciliations of accounts

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (3) Investor
                    Remittances and Reporting

                	 	 	 	 	 	 
	
                  (i) investor
                    reports

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (ii) remittances

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (iii) proper
                    posting of distributions

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (iv) reconciliation
                    of remittances and payment statements

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (4) Pool
                    Asset Administration

                	 	 	 	 	 	 
	
                  (i) maintenance
                    of pool collateral

                	 	 	
                  X

                	 	
                  X

                	 
	
                  (ii) safeguarding
                    of pool assets/documents

                	 	 	
                  X

                	 	
                  X

                	 
	
                  (iii) additions,
                    removals and substitutions of pool assets

                	
                  X

                	
                  X

                	
                  X

                	 	 	
                  X

                
	
                  (iv) posting
                    and allocation of pool asset payments to pool assets

                	 	 	
                  X

                	 	 	 
	
                  (v) reconciliation
                    of servicer records

                	 	 	
                  X

                	 	 	 
	
                  (vi) modifications
                    or other changes to terms of pool assets

                	 	 	
                  X

                	 	 	 
	
                  (vii) loss
                    mitigation and recovery actions

                	 	 	
                  X

                	 	 	 
	
                  (viii)records
                    regarding collection efforts

                	 	 	
                  X

                	 	 	 
	
                  (ix) adjustments
                    to variable interest rates on pool assets

                	 	 	
                  X

                	 	 	 
	
                  (x) matters
                    relating to funds held in trust for obligors

                	 	 	
                  X

                	 	 	 
	
                  (xi) payments
                    made on behalf of obligors (such as for taxes or
                    insurance)

                	 	 	
                  X

                	 	 	 
	
                  (xii) late
                    payment penalties with respect to payments made on behalf of
                    obligors
                    

                	 	 	
                  X

                	 	 	 
	
                  (xiii)records
                    with respect to payments made on behalf of obligors

                	 	 	
                  X

                	 	 	 
	
                  (xiv) recognition
                    and recording of delinquencies, charge-offs and uncollectible
                    accounts

                	 	 	
                  X

                	 	 	
                  X

                
	
                  (xv) maintenance
                    of external credit enhancement or other support

                	
                  X

                	
                  X

                	 	 	 	
                  X

                


        

        

          

            

          

        

      

      
        
          1
            The
            descriptions of the Item 1122(d) servicing criteria use key words and
            phrases
            and are not verbatim recitations of the servicing criteria. Refer to
            Regulation
            AB, Item 1122 for a full description of servicing criteria.

        

        
           

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        M

       

      FORM
        OF
        BACK-UP CERTIFICATION

       

      Re: __________
        (the “Trust”)

       

       

      Asset-Backed
        Certificates, Series 2006-AF1

       

      I,
        [identify the certifying individual], certify to Nomura Home Equity Loan,
        Inc.
        (the “Depositor”), HSBC Bank USA, National Association (the “Trustee”), and
        Wells Fargo Bank, N.A. (the “Master Servicer”), and their respective officers,
        directors and affiliates, and with the knowledge and intent that they will
        rely
        upon this certification, that:

       

      (1) I
        have
        reviewed the servicer compliance statement of the Servicer provided in
        accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
        report on assessment of the Servicer’s compliance with the servicing criteria
        set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
        in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act
        of
        1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
        report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
        Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
        servicing reports, officer’s certificates and other information relating to the
        servicing of the Mortgage Loans by the Servicer during 200[ ] that were
        delivered by the Servicer to the Master Servicer pursuant to the Agreement
        (collectively, the “Servicer Servicing Information”);

       

      (2) Based
        on
        my knowledge, the Servicer Servicing Information, taken as a whole, does
        not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Servicer Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Servicer Servicing Information required to be provided
        by the Servicer under the Agreement has been provided to the Master
        Servicer;

       

      (4) I
        am
        responsible for reviewing the activities performed by the Servicer as servicer
        under the Agreement, and based on my knowledge and the compliance review
        conducted in preparing the Compliance Statement and except as disclosed in
        the
        Compliance Statement, the Servicing Assessment or the Attestation Report,
        the
        Servicer has fulfilled its obligations under the Agreement in all material
        respects; and

       

      (5) The
        Compliance Statement required to be delivered by the Servicer pursuant to
        the
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Servicer and by any Subservicer or Subcontractor pursuant
        to the
        Agreement, have been provided to the Master Servicer. Any material instances
        of
        noncompliance described in such reports have been disclosed to the Master
        Servicer. Any material instance of noncompliance with the Servicing Criteria
        has
        been disclosed in such reports.

       

      Capitalized
        terms used and not otherwise defined herein have the meanings assigned thereto
        in the Pooling and Servicing Agreement (the “Agreement”), dated as of October 1,
        2006, among Nomura Home Equity Loan, Inc., Nomura Credit & Capital, Inc.,
        Wells Fargo Bank, N.A. and HSBC Bank USA, National Association

      


       

      
        	
                Date:

              	 	 
	 	 
	 	 
	
                [Signature]

              	 
	 	 
	
                [Title]

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        N

       

      FORM
        10-D, FORM 8-K AND FORM 10-K

      REPORTING
        RESPONSIBILITY

      


      As
        to
        each item described below, the entity indicated as the Responsible Party
        shall
        be primarily responsible for reporting the information to the party identified
        as responsible for preparing the Securities Exchange Act Reports pursuant
        to
        Section 5.12. An asterisk indicates that the Responsible Party is responsible
        for aggregating the information it receives from other Responsible
        Parties.

       

      Under
        Item 1 of Form 10-D: (a) items marked “5.07 statement” are required to be
        included in the periodic Distribution Date statement under Section 5.07,
        provided by the Securities Administrator based on information received from
        the
        Master Servicer; and (b) items marked “Form 10-D report” are required to be in
        the Form 10-D report but not the 5.07 statement, provided by the party
        indicated. Information under all other Items of Form 10-D is to be included
        in
        the Form 10-D report.

       

      Additional
        Form 10-D Disclosure

      


      


      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              
	
                Item
                  1: Distribution and Pool Performance Information

                 

              	 
	
                Information
                  included in the [Monthly Statement]

              	
                Servicer

                Master
                  Servicer

                Securities
                  Administrator

              
	
                Any
                  information required by 1121 which is NOT included on the [Monthly
                  Statement]

              	
                Depositor

              
	
                Item
                  2: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceedings known to be contemplated by governmental
                  authorities:

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Pooling and Servicing Agreement) or
                  Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Item
                  3: Sale of Securities and Use of Proceeds

                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	
                Depositor

              
	
                Item
                  4: Defaults Upon Senior Securities

                 

                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  5: Submission of Matters to a Vote of Security
                  Holders

                 

                Information
                  from Item 4 of Part II of Form 10-Q

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  6: Significant Obligors of Pool Assets

                 

                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                Item
                  7: Significant Enhancement Provider Information

                 

                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                Item
                  8: Other Information

                 

                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                Any
                  party responsible for the applicable Form 8-K Disclosure
                  item

              
	
                Item
                  9: Exhibits

              	 
	
                Monthly
                  Statement to Certificateholders

              	
                Securities
                  Administrator

              
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	
                Depositor

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Additional
        Form 10-K Disclosure

      


      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                Item
                  1B: Unresolved Staff Comments

                 

              	
                Depositor

              
	
                Item
                  9B: Other Information

                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  15: Exhibits, Financial Statement Schedules

              	
                Securities
                  Administrator

                Depositor

              
	
                Reg
                  AB Item 1112(b): Significant Obligors of Pool
                  Assets

              	 
	
                Significant
                  Obligor Financial Information*

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                Reg
                  AB Item 1114(b)(2): Credit Enhancement Provider Financial
                  Information

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                Reg
                  AB Item 1115(b): Derivative Counterparty Financial
                  Information

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                Reg
                  AB Item 1117: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceedings known to be contemplated by governmental
                  authorities:

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Pooling and Servicing Agreement) or
                  Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Reg
                  AB Item 1119: Affiliations and Relationships

              	 
	
                Whether
                  (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                  of
                  the following parties, and (b) to the extent known and material,
                  any of
                  the following parties are affiliated with one another:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any “outside the ordinary course business arrangements” other
                  than would be obtained in an arm’s length transaction between (a) the
                  Sponsor (Seller), Depositor or Issuing Entity on the one hand,
                  and (b) any
                  of the following parties (or their affiliates) on the other hand,
                  that
                  exist currently or within the past two years and that are material
                  to a
                  Certificateholder’s understanding of the Certificates:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any specific relationships involving the transaction
                  or the pool
                  assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                  on
                  the one hand, and (b) any of the following parties (or their affiliates)
                  on the other hand, that exist currently or within the past two
                  years and
                  that are material:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Form
        8-K
        Disclosure Information

      


      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                Item
                  1.01- Entry into a Material Definitive Agreement

                 

                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                All
                  parties

              
	
                Item
                  1.02- Termination of a Material Definitive Agreement

                 

                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	
                All
                  parties

              
	
                Item
                  1.03- Bankruptcy or Receivership

                 

                Disclosure
                  is required regarding the bankruptcy or receivership, with respect
                  to any
                  of the following: 

              	 
	
                ▪
                  Sponsor (Seller)

              	
                Depositor/Sponsor
                  (Seller)

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Affiliated Servicer

              	
                Servicer

              
	
                ▪
                  Other Servicer servicing 20% or more of the pool assets at the
                  time of the
                  report

              	
                Servicer

              
	
                ▪
                  Other material servicers

              	
                Servicer

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Significant Obligor

              	
                Depositor

              
	
                ▪
                  Credit Enhancer (10% or more)

              	
                Depositor

              
	
                ▪
                  Derivative Counterparty

              	
                Depositor

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                Item
                  2.04- Triggering Events that Accelerate or Increase a Direct Financial
                  Obligation or an Obligation under an Off-Balance Sheet
                  Arrangement

                 

                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                 

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the monthly statements to the certificateholders.

              	
                Depositor

                Master
                  Servicer

                Securities
                  Administrator

              
	
                Item
                  3.03- Material Modification to Rights of Security
                  Holders

                 

                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement.

              	
                Securities
                  Administrator

                Trustee

                Depositor

              
	
                Item
                  5.03- Amendments of Articles of Incorporation or Bylaws; Change
                  of Fiscal
                  Year

                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”.

              	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational
                  Material

              	
                Depositor

              
	
                Item
                  6.02- Change of Servicer or Securities Administrator

                 

                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers or
                  trustee.

              	
                Master
                  Servicer/Securities Administrator/Depositor/

                Servicer/Trustee

              
	
                Reg
                  AB disclosure about any new servicer or master servicer is also
                  required.

              	
                Servicer/Master
                  Servicer/Depositor

              
	
                Reg
                  AB disclosure about any new Trustee is also required.

              	
                Trustee

              
	
                Item
                  6.03- Change in Credit Enhancement or External
                  Support

                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  

              	
                Depositor/Securities
                  Administrator/Trustee

              
	
                Reg
                  AB disclosure about any new enhancement provider is also
                  required.

              	
                Depositor

              
	
                Item
                  6.04- Failure to Make a Required Distribution

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  6.05- Securities Act Updating Disclosure

                 

                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	
                Depositor

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	
                Depositor

              
	
                Item
                  7.01- Reg FD Disclosure

              	
                All
                  parties

              
	
                Item
                  8.01- Other Events

                 

                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to
                  certificateholders.

              	
                Depositor

              
	
                Item
                  9.01- Financial Statements and Exhibits

              	
                Responsible
                  party for reporting/disclosing the financial statement or
                  exhibit

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        O

       

      ASSIGNMENT,
        ASSUMPTION AND RECOGNITION AGREEMENT

      
         

        This
          Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) is made
          and entered into as of November 9, 2006 (the “Closing Date”), among Nomura
          Credit & Capital, Inc., having an address at 2 World Financial Center,
          Building B, 21st Floor, New York, New York 10281 (the “Assignor”), Nomura Home
          Equity Loan, Inc., having an address at 2 World Financial Center, Building
          B,
          21st Floor, New York, New York 10281 (the “Assignee”) and Wells Fargo Bank,
          N.A., having an address at 1 Home Campus, Des Moines, Iowa 50328-0001 (the
          “Servicer” or the “Company”).

         

        In
          consideration of the mutual promises contained herein, the parties hereto
          agree
          that the residential mortgage loans identified on the schedule annexed
          hereto as
Attachment 1
          (the
“Assigned Loans”), which are now serviced by the Servicer on behalf of the
          Assignor and its successors and assigns pursuant to the Seller’s Warranties and
          Servicing Agreement (WFHM 2006-W32), dated as of May 1, 2006, between the
          Assignor and the Servicer (the “Servicing Agreement”) and attached hereto as
Attachment 2,
          shall
          be sold by the Assignor to the Assignee pursuant to the Mortgage Loan Purchase
          Agreement, dated as of November 9, 2006 (the “MLPA”), between the Assignor and
          the Assignee and subject to the terms of this AAR Agreement. The Assignee
          intends to transfer all right, title and interest in and to the Assigned
          Loans
          and the Servicing Agreement to HSBC Bank USA, National Association, as
          trustee
          (the “Trustee”) for the holders of Nomura Home Equity Loan, Inc., Home Equity
          Loan Trust, Series 2006-AF1, Asset-Backed Certificates, Series 2006-AF1
          (the
“Certificateholders”) pursuant to the Pooling and Servicing Agreement, dated as
          of October 1, 2006 (the “Pooling and Servicing Agreement”) among the Assignor,
          as sponsor, the Assignee, as depositor, the Trustee and Wells Fargo Bank,
          N.A.,
          as master servicer (in such capacity, the “Master Servicer”) and securities
          administrator (in such capacity, the “Securities Administrator”). Capitalized
          terms used herein but not defined shall have the meanings ascribed to them
          in
          the Servicing Agreement.

         

        Assignment
          and Assumption

         

        1.  Assignor
          hereby grants, transfers and assigns to Assignee all of the right, title
          and
          interest of Assignor in, to and under the Servicing Agreement as it relates
          to
          the Assigned Loans. Assignor specifically reserves and does not assign
          to
          Assignee any right, title and interest in, to or under the Servicing Agreement,
          as it relates to any mortgage loans other than the Assigned Loans. The
          Assignor
          reserves the right to enforce the representations and warranties,
          indemnification and other remedies contained in Sections 3.01, 3.02 and
          3.03 of
          the Servicing Agreement against the Servicer for any events or circumstances
          occurring prior to the Closing Date. Notwithstanding anything to the contrary
          contained herein, the Assignor specifically reserves and does not assign
          to the
          Assignee the representations and warranties contained in Sections 3.01
          and 3.02
          of the Servicing Agreement or the right to enforce the representations
          and
          warranties against the Company, including, without limitation, the rights
          set
          forth in Section 3.03 of the Servicing Agreement.

         

        Representations,
          Warranties and Covenants

         

        2.  Assignor
          warrants and represents to Assignee and Servicer as of the Closing
          Date:

         

        (a)  Attached
          hereto as Attachment 2
          is a
          true and accurate copy of the Servicing Agreement, which Servicing Agreement
          is
          in full force and effect as of the date hereof and the provisions of which,
          except as set forth herein, have not been waived, amended or modified in
          any
          respect, nor has any notice of termination been given thereunder;

         

        (b)  Assignor
          is the lawful owner of the Assigned Loans with full right to transfer the
          Assigned Loans and any and all of its interests and rights under the Servicing
          Agreement as they relate to the Assigned Loans, free and clear of any and
          all
          claims and encumbrances; and upon the transfer of the Assigned Loans to
          Assignee
          under the MLPA, Assignee shall have good title to each and every Assigned
          Loan,
          as well as any and all of Assignor’s interests and rights under the Servicing
          Agreement as they relate to the Assigned Loans to the extent set forth
          herein,
          free and clear of any and all liens, claims and encumbrances;

         

        (c)  Assignor
          is duly organized, validly existing and in good standing under the laws
          of the
          jurisdiction of its incorporation, and has all requisite power and authority
          to
          sell, transfer and assign the Assigned Loans;

         

        (d)  Assignor
          has full corporate power and authority to execute, deliver and perform
          its
          obligations under this AAR Agreement, and to consummate the transactions
          set
          forth herein. The consummation of the transactions contemplated by this
          AAR
          Agreement is in the ordinary course of Assignor’s business and will not conflict
          with, or result in a breach of, any of the terms, conditions or provisions
          of
          Assignor’s certificate of incorporation or by-laws or any legal restriction, or
          any material agreement or instrument to which Assignor is now a party or
          by
          which it is bound, or result in the violation of any law, rule, regulation,
          order, judgment or decree to which Assignor or its property is subject.
          The
          execution, delivery and performance by Assignor of this AAR Agreement and
          the
          consummation by it of the transactions contemplated hereby, have been duly
          authorized by all necessary corporate action on the part of Assignor. This
          AAR
          Agreement has been duly executed and delivered by Assignor and, upon the
          due
          authorization, execution and delivery by Assignee and Servicer, will constitute
          the valid and legally binding obligation of Assignor enforceable against
          Assignor in accordance with its terms except as enforceability may be limited
          by
          bankruptcy, reorganization, insolvency, moratorium or other similar laws
          now or
          hereafter in effect relating to creditors’ rights generally, and by general
          principles of equity regardless of whether enforceability is considered
          in a
          proceeding in equity or at law; and

         

        (e)  No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          Assignor in connection with the execution, delivery or performance by Assignor
          of this AAR Agreement, or the consummation by it of the transactions
          contemplated hereby.

         

        3.  Assignee
          warrants and represents to, and covenants with, Assignor and Servicer as
          of the
          Closing Date:

         

        (a)  Assignee
          is duly organized, validly existing and in good standing under the laws
          of the
          jurisdiction of its incorporation and has all requisite power and authority
          to
          acquire, own and purchase the Assigned Loans;

         

        (b)  Assignee
          has full corporate power and authority to execute, deliver and perform
          its
          obligations under this AAR Agreement, and to consummate the transactions
          set
          forth herein. The consummation of the transactions contemplated by this
          AAR
          Agreement is in the ordinary course of Assignee’s business and will not conflict
          with, or result in a breach of, any of the terms, conditions or provisions
          of
          Assignee’s certificate of incorporation or by-laws or any legal restriction, or
          any material agreement or instrument to which Assignee is now a party or
          by
          which it is bound, or result in the violation of any law, rule, regulation,
          order, judgment or decree to which Assignee or its property is subject.
          The
          execution, delivery and performance by Assignee of this AAR Agreement and
          the
          consummation by it of the transactions contemplated hereby, have been duly
          authorized by all necessary corporate action on the part of Assignee. This
          AAR
          Agreement has been duly executed and delivered by Assignee and, upon the
          due
          authorization, execution and delivery by Assignor and the Servicer, will
          constitute the valid and legally binding obligation of Assignee enforceable
          against Assignee in accordance with its terms except as enforceability
          may be
          limited by bankruptcy, reorganization, insolvency, moratorium or other
          similar
          laws now or hereafter in effect relating to creditors’ rights generally, and by
          general principles of equity regardless of whether enforceability is considered
          in a proceeding in equity or at law;

         

        (c)  No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          Assignee in connection with the execution, delivery or performance by Assignee
          of this AAR Agreement, or the consummation by it of the transactions
          contemplated hereby; and

         

        (d)  Assignee
          agrees to be bound by all of the terms, covenants and conditions of the
          Servicing Agreement, as modified by this AAR Agreement, with respect to
          the
          Assigned Loans.

         

        4.  The
          Servicer warrants and represents to, and covenants with, Assignor and Assignee
          as of the Closing Date:

         

        (a)  Attached
          hereto as Attachment 2
          is a
          true and accurate copy of the Servicing Agreement, which Servicing Agreement
          is
          in full force and effect as of the Closing Date and the provisions of which,
          except as set forth herein, have not been waived, amended or modified in
          any
          respect, nor has any notice of termination been given thereunder;

         

        (b)  The
          Servicer is duly organized, validly existing and in good standing under
          the laws
          of the United States of America, and has all requisite power and authority
          to
          service the Assigned Loans and otherwise to perform its obligations under
          the
          Servicing Agreement, as modified by this AAR Agreement;

         

        (c)  The
          Servicer has full power and authority to execute, deliver and perform its
          obligations under this AAR Agreement, and to consummate the transactions
          set
          forth herein. The consummation of the transactions contemplated by this
          AAR
          Agreement is in the ordinary course of the Servicer’s business and will not
          conflict with, or result in a breach of, any of the terms, conditions or
          provisions of the Servicer’s charter or by-laws or any legal restriction, or any
          material agreement or instrument to which the Servicer is now a party or
          by
          which it is bound, or result in the violation of any law, rule, regulation,
          order, judgment or decree to which the Servicer or its property is subject.
          The
          execution, delivery and performance by the Servicer of this AAR Agreement
          and
          the consummation by it of the transactions contemplated hereby, have been
          duly
          authorized by all necessary action on the part of the Servicer. This AAR
          Agreement has been duly executed and delivered by the Servicer, and, upon
          the
          due, authorization, execution and delivery by Assignor and Assignee, will
          constitute the valid and legally binding obligation of the Servicer, enforceable
          against the Servicer in accordance with its terms except as enforceability
          may
          be limited by insolvency, liquidation, conservatorship or other similar
          laws
          administered by the Federal Deposit Insurance Corporation affecting the
          enforcement of contract obligations of insured banks, and by general principals
          of equity regardless of whether enforceability is considered in a proceeding
          in
          equity or at law;

         

        (d)  No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          the Servicer in connection with the execution, delivery or performance
          by the
          Servicer of this AAR Agreement, or the consummation by it of the transactions
          contemplated hereby; and

         

        (e)  The
          Servicer shall service the Assigned Loans in accordance with the terms
          and
          provisions of the Servicing Agreement, as modified by this AAR Agreement.
          The
          Servicer shall establish a Custodial Account and an Escrow Account under
          the
          Servicing Agreement with respect to the Assigned Loans separate from the
          Custodial Account and Escrow Account previously established under the Servicing
          Agreement in favor of Assignor, and shall remit collections received on
          the
          Assigned Loans to the appropriate account as required by the Servicing
          Agreement. The Custodial Account and the Escrow Account each shall be entitled
          “Wells Fargo Bank, N.A., as Servicer for HSBC Bank USA, National Association
          as
          Trustee, in trust for the registered holders of Nomura Home Equity Loan,
          Inc.,
          Home Equity Loan Trust, Series 2006-AF1, Asset-Backed Certificates, Series
          2006-AF1” and shall be established and maintained with a Qualified Depository.
          Any funds held in the Custodial Account are and shall remain
          uninvested.

         

        Recognition
          of Assignee.

         

        5.  From
          and
          after the date hereof, Servicer shall recognize Assignee as owner of the
          Assigned Loans, and acknowledges that the Assigned Loans will be part of
          a
          REMIC, and will service the Assigned Loans in accordance with the Servicing
          Agreement, as modified by this AAR Agreement, but in no event in a manner
          that
          would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result
          in the
          imposition of a tax upon any REMIC (including but not limited to the tax
          on
          prohibited transactions as defined in Section 860F(a)(2) of the Internal
          Revenue
          Code of 1986 (the “Code”) and the tax on contributions to a REMIC set forth in
          Section 860G(d) of the Code). It is the intention of Assignor, Servicer
          and
          Assignee that this AAR Agreement shall be binding upon and for the benefit
          of
          the respective successors and assigns of the parties hereto. Neither Servicer
          nor Assignor shall amend or agree to amend, modify, waive, or otherwise
          alter
          any of the terms or provisions of the Servicing Agreement which amendment,
          modification, waiver or other alteration would in any way affect the Assigned
          Loans without the prior written consent of the Master Servicer and Trustee.
          

         

        6.  The
          Servicer hereby acknowledges that the Trustee, acting pursuant to the terms
          of
          the Pooling and Servicing Agreement, has the right to enforce all obligations
          of
          the Servicer, as they relate to the Assigned Loans, under the Servicing
          Agreement. Such right will include, without limitation, the right to
          indemnification, the right to terminate the Servicer under the Servicing
          Agreement upon the occurrence of an Event of Default thereunder and the
          right to
          exercise certain rights of consent and approval relating to actions taken
          by the
          Servicer under the Servicing Agreement. In addition, any notice required
          to be
          given by the “Purchaser” pursuant to Section 10.01 of the Servicing Agreement
          shall be given by the Master Servicer or the Trustee. The Servicer further
          acknowledges that pursuant to the terms of the Pooling and Servicing Agreement,
          the Master Servicer is required to monitor the performance of the Servicer
          under
          the Servicing Agreement, except with respect to Section 4.23 of the Servicing
          Agreement. The Master Servicer shall have the right to receive all remittances
          required to be made by the Servicer under the Servicing Agreement, the
          right to
          receive all monthly reports and other data required to be delivered by
          the
          Servicer under the Servicing Agreement, the right to examine the books
          and
          records of the Servicer under the Servicing Agreement and the right to
          indemnification under the Servicing Agreement. In addition, if the Servicer
          shall fail to remit any payment pursuant to the Servicing Agreement, the
          Master
          Servicer shall notify the Trustee and the Servicer of such failure as set
          forth
          in Section 10.01 of the Servicing Agreement. The Servicer hereby agrees
          to make
          all remittances required under the Servicing Agreement to the Master Servicer
          for the benefit of the Certificateholders in accordance with the following
          wire
          instructions:

         

        Wells
          Fargo Bank, N.A.

        ABA:
          121000248

        Acct
          #:
          3970771416

        Acct
          Name: [SAS Clearing]

        For
          Further Credit to: NHEL 2006-AF1 Account #50963400

         

        7.  Pursuant
          to Section 9.01(a) of the Servicing Agreement, the Servicer hereby makes
          the
          representations and warranties set forth in Section 3.01 of the Servicing
          Agreement as of the Closing Date.

         

        8.  In
          the
          event that the Assignor substitutes any Qualified Substitute Mortgage Loans
          for
          any Deleted Mortgage Loans in the manner set forth in the Pooling and Servicing
          Agreement, the Servicer shall determine the amount (the “Substitution Shortfall
          Amount”), if any, by which the aggregate purchase price of all such Deleted
          Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute
          Mortgage Loan, (x) the scheduled principal balance thereof as of the date
          of
          substitution, together with one month’s interest on such scheduled principal
          balance at the applicable Mortgage Interest Rate (minus the Administration
          Fee
          Rate (as defined below)), plus (y) all outstanding Monthly Advances and
          Servicing Advances (including nonrecoverable Monthly Advances and nonrecoverable
          Servicing Advances) related thereto; provided, however, if the Servicer
          repurchases the Deleted Mortgage Loan, the amounts set forth in clause
          (y) shall
          not be included in the calculation of the Substitution Shortfall Amount.
          On the
          date of such substitution, the Assignor will deliver or cause to be delivered
          to
          the Servicer for deposit in the Custodial Account an amount equal to the
          Substitution Shortfall Amount, if any, and the Servicer shall certify in
          writing
          or electronic mail to the Trustee that it has received such Substitution
          Shortfall Amount from the Assignor. The Servicer shall remit such Substitution
          Shortfall Amount to the Securities Administrator on the next succeeding
          Remittance Date. As used in this Section, the “Administration Fee Rate” means
          the sum of the rates used to calculate the fees payable to the Servicer,
          the
          Master Servicer and the credit risk manager under the Pooling and Servicing
          Agreement. 

         

        Modification
          of the Servicing Agreement

         

        9.  The
          Servicer and Assignor hereby amend the Servicing Agreement with respect
          to the
          Assigned Loans as follows:

         

        (a)  The
          following definitions are added to Article I of the Servicing Agreement
          in
          proper alphabetical order:

         

        “Authorized
          Servicer Representative”:
          Any
          officer of the Servicer involved in, or responsible for, the administration
          and
          servicing of the Mortgage Loans whose name and facsimile signature appear
          on a
          list of servicing officers furnished to the Trustee and the Master Servicer
          by
          the Servicer on the closing date of any securitization transaction, as
          such list
          may from time to time be amended.

         

        “Covered
          Mortgage Loan”:
          Each
          Mortgage Loan covered by the PMI Policy, as identified on Schedule 2 of
          the
          Pooling and Servicing Agreement.

         

        “Distribution
          Date”:
          The
          25th day of any month, or if such 25th day is not a Business Day, the Business
          Day immediately following such 25th day, commencing in November
          2006.

         

        “PMI
          Insurer”:
          PMI
          Mortgage Insurance Company, an Arizona corporation, or its successor in
          interest.

         

        “Securities
          Administrator”:
          Wells
          Fargo Bank, N.A. or any successor thereto.

         

        “Trust”:
          Nomura
          Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-AF1.

         

        “Trustee”:
          HSBC
          Bank USA, National Association, a national banking association, or its
          successor
          in interest, or any successor trustee.

         

        (b)  The
          definition of Business Day in Article I of the Servicing Agreement is modified
          by replacing clause (ii) with the following:

         

        “(ii)
          a
          day on which banking and savings and loan institutions in the states where
          the
          parties are located and the State in which any Corporate Trust Office of
          the Trustee is located are authorized or obligated by law or executive
          order to be closed.”

         

        (c)  The
          definition of “Depositor” in Article I of the Servicing Agreement is modified by
          replacing such definition with the following:

         

        “Depositor”:
          Nomura
          Home Equity Loan, Inc.

         

        (d)  The
          definition of “Master Servicer” in Article I of the Servicing Agreement is
          modified by replacing such definition with the following:

         

        “Master
          Servicer”:
          Wells
          Fargo Bank, N.A., or any successor thereto.

         

        (e)  The
          definition of “Officer’s Certificate” in Article I of this Agreement is modified
          by adding “(i)” at the beginning thereof and the following after the word
“Agreement”: 

         

        “,
          or
          (ii) if provided for in this Agreement, signed by an Authorized Servicer
          Representative, as the case may be, and delivered to the Depositor, the
          Sponsor,
          the Master Servicer, the Securities Administrator and/or the Trustee, as
          the
          case may be, as required by this Agreement.”

         

        (f)  The
          definition of “Opinion of Counsel” in Article I of the Servicing Agreement is
          modified by replacing such definition with the following:

         

        “Opinion
          of Counsel”:
          A
          written opinion of counsel, who may, without limitation, be salaried counsel
          for
          the Depositor, the Company, the Securities Administrator or the Master
          Servicer,
          acceptable to the Trustee, except that any opinion of counsel relating
          to (a)
          the qualification of any REMIC as a REMIC or (b) compliance with the REMIC
          Provisions must be an opinion of independent counsel; provided, however,
          that
          any Opinion of Counsel provided by the Company pursuant to clause (b) above
          may
          be provided by internal counsel; provided that the delivery of such Opinion
          of
          Counsel shall not release the Company from any of its obligations hereunder
          and
          the Company shall be responsible for such contemplated actions or inaction,
          as
          the case may be, to the extent it conflicts with the terms of this
          Agreement.

         

        (g)  The
          definition of “PMI Policy” in Article I of the Servicing Agreement is modified
          by replacing such definition with the following:

         

        “PMI
          Policy”:
          The
          primary mortgage insurance policy (policy reference number: # _____________)
          with respect to the related PMI Mortgage Loans, including all endorsements
          thereto dated the Closing Date, issued by the PMI Insurer.

         

        (h)  The
          definition of “Rating Agency” in Article I of the Servicing Agreement is
          modified by replacing such definition with the following:

         

        “Rating
          Agencies”:
          Moody’s Investors Services, Inc. and Standard & Poor’s Ratings Services, or
          their successors. If such agencies or their successors are no longer in
          existence, “Rating Agencies” shall be such nationally recognized statistical
          rating agencies, or other comparable Persons, designated by the Depositor,
          notice of which designation shall be given to the Trustee.

         

        (i)  The
          definition of “Qualified Depository” in Article I of the Servicing Agreement is
          hereby amended by deleting the words “Group or” following the words “Standard
& Poor’s Ratings” and replacing it with “Services and”.

         

        (j)  The
          following language is added to the end of the definition of “REMIC Provisions”
in Article I of the Servicing Agreement: 

         

        “as
          well
          as provisions of applicable state laws”

         

        (k)  The
          definition of “Servicer” in Article I of the Servicing Agreement is modified by
          replacing such definition with the following:

         

        “Servicer”:
          As
          defined in Section 9.01(d)(iii).

         

        (l)  The
          definition of “Servicing Advances” in Article I of the Servicing Agreement is
          hereby amended by adding the following language after the phrase “including
          reasonable attorney's fees and disbursements”: “but excluding any fees
          associated with the registration of any Mortgage Loan on the MERS System
          as
          required under Section 4.01”.

         

        (m)  The
          definition of “Servicing Advances” in Article I of the Servicing Agreement is
          further amended by adding the following language at the end thereof: “and (f)
          payment of taxes.”

         

        (n)  Section
          4.05 of the Servicing Agreement is modified by deleting the word “and” at the
          end of clause (viii), deleting the “.” at the end of clause (ix) and adding “;”
and adding the following clauses: “(x) to reimburse itself for expenses incurred
          and reimbursable to it pursuant to the fees paid to MERS under Section
          4.01; and
          (xi) to reimburse itself for any Monthly Advance or Servicing Advance previously
          made by it which the Company has determined to be a nonrecoverable Monthly
          Advance or a nonrecoverable Servicing Advance, as evidenced by the delivery
          to
          the Master Servicer of a certificate signed by two officers of the
          Company”.

         

        (o)  Section
          4.15 of the Servicing Agreement is modified by adding the following new
          paragraph at the end thereof:

         

        “Notwithstanding
          anything to the contrary elsewhere in this Agreement, the Servicer shall
          not
          agree to any modification or assumption of a Covered Mortgage Loan or take
          any
          other action with respect to a Covered Mortgage Loan that could result
          in denial
          of coverage under the PMI Policy. The Servicer shall, on behalf of the
          Trustee,
          prepare and file on a timely basis with the PMI Insurer, with a copy to
          the
          Trustee and the Securities Administrator, all claims which may be made
          under the
          PMI Policy with respect to the Covered Mortgage Loans. Consistent with
          all
          rights and obligations hereunder, the Servicer shall take all actions required
          under the PMI Policy as a condition to the payment of any such claim. Any
          amount
          received from the PMI Insurer with respect to any such Covered Mortgage
          Loan
          shall be
          deposited by the Servicer into the Escrow Account in accordance with Section
          4.08.”

         

        (p)  Section
          4.16 of the Servicing Agreement is modified by deleting the “.” from the first
          sentence in the second paragraph and adding the following: “in a manner which
          does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt
          by
          any Trust REMIC created hereunder of any “income from non-permitted assets”
within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from
          foreclosure property” which is subject to taxation under the REMIC
          Provisions.”

         

        (q)  Section
          4.16 of the Servicing Agreement is further modified by deleting the first
          sentence from the third paragraph and replacing it with the following:
“The
          Company, shall either sell any REO Property by the close of the third calendar
          year following the calendar year in which the Trust acquires ownership
          of such
          REO Property for purposes of Section 860(a)(8) of the Code or request from
          the
          Internal Revenue Service, no later than 60 days before the day on which
          the
          three-year grace period would otherwise expire an extension of the three-year
          grace period, unless the Company had delivered to the Trustee an Opinion
          of
          Counsel, addressed to the Trustee and the Depositor, to the effect that
          the
          holding by the Trust of such REO Property subsequent to three years after
          its
          acquisition will not result in the imposition on any Trust REMIC created
          hereunder of taxes on “prohibited transactions” thereof, as defined in Section
          860F of the Code, or cause any Trust REMIC hereunder to fail to qualify
          as a
          REMIC under Federal law at any time that any Certificates issued by the
          Trust
          are outstanding.”

         

        (r)  Section
          4.17 of the Servicing Agreement is modified by deleting the words “on or before
          the Remittance Date” from the first sentence therein.

         

        (s)  The
          second paragraph of Section 5.01 of the Servicing Agreement is modified
          by
          deleting from the first sentence therein the words “second (2nd)
          Business Day following the” and by deleting the phrase “second (2nd)”
from
          the second sentence therein.

         

        (t)  Section
          5.02 of the Servicing Agreement is deleted in its entirety and replaced
          with the
          following:

         

        “No
          later
          than the tenth (10th)
          calendar day (or if such tenth (10th)
          day is
          not a Business Day, the first Business Day immediately preceding such tenth
          (10th)
          day) of
          each month, Company shall furnish to the Master Servicer a computer tape
          or data
          file containing the data specified in Exhibit I, which data shall reflect
          information from the Due Period immediately preceding the Remittance Date
          and
          such other information with respect to the Mortgage Loans as the Master
          Servicer
          may reasonably require to allocate remittances made pursuant to this Agreement
          and provide appropriate statements with respect to such
          remittances.”

         

        (u)  Section
          5.03 of the Servicing Agreement is modified by deleting the words “that if
          requested by a Rating Agency” from the first sentence of clause (ii)
          therein.

         

        (v)  The
          first
          paragraph of Section 6.02 of the Servicing Agreement is modified by deleting
          the
          words “and may request the release of any Mortgage Loan Documents” and adding
          the words “and may request that the Purchaser or its designee release the
          related Mortgage Loan Documents” in the last line of such
          paragraph.

         

        (w)  Section
          6.04 of the Servicing Agreement is modified by deleting the words “the
          Purchaser, any Master Servicer and any Depositor” and “the Purchaser, such
          Master Servicer and such Depositor” and replacing such with “the Master
          Servicer”. 

         

        (x)  Section
          6.05 of the Servicing Agreement is deleted in its entirety and replaced
          with
“Reserved”.

         

        (y)  Section
          6.06 of the Servicing Agreement is modified by deleting the words “the
          Purchaser, any Master Servicer and any Depositor” and “the Purchaser, such
          Master Servicer and such Depositor” and replacing such with “the Master
          Servicer,”.

         

        (z)  Section
          6.07 of the Servicing Agreement is modified by adding the language “, Master
          Servicer,” after the phrase “(or such designee)” in clause (iii) therein.


         

        (aa)  Section
          6.09 of the Servicing Agreement is modified by adding the following paragraph
          immediately following the first paragraph of Section 6.09:

         

        “The
          Company shall not permit the creation of any “interests” (within the meaning of
          Section 860G of the Code) in any REMIC. The Company shall not enter into
          any
          arrangement by which a REMIC will receive a fee or other compensation for
          services nor permit a REMIC to receive any income from assets other than
          “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
          investments” as defined in Section 860G(a)(5) of the Code.”

         

        (bb)  Section
          8.01 of the Servicing Agreement is deleted in its entirety and replaced
          with the
          following:

         

        “The
          Company shall indemnify the Purchaser and Master Servicer and hold them
          harmless
          against any and all claims, losses, damages, penalties, fines, forfeitures,
          reasonable and necessary legal fees and related costs, judgments, and any
          other
          costs, fees and expenses that the Purchaser or Master Servicer may sustain
          in
          any way related to the failure of the Company to perform its duties and
          service
          the Mortgage Loans in strict compliance with the terms of this Agreement.
          The
          Company immediately shall notify the Purchaser and Master Servicer if a
          claim is
          made by a third party with respect to this Agreement or the Mortgage Loans,
          assume (with prior written consent of the Purchaser or Master Servicer,
          respectively) the defense of any such claim and pay all expenses in connection
          therewith, including counsel fees, and promptly pay, discharge and satisfy
          any
          judgment or decree which may be entered against it or the Purchaser or
          Master
          Servicer in respect of such claim. The Company shall follow any written
          instructions received from the Purchaser or Master Servicer in connection
          with
          such claim. The Purchaser or Master Servicer promptly shall reimburse the
          Company for all amounts advanced by it pursuant to the preceding sentence
          except
          when the claim is in any way related to the Company’s indemnification pursuant
          to Section 3.03, or the failure of the Company to service and administer
          the
          Mortgage Loans in strict compliance with the terms of this
          Agreement.”

         

        (cc)  Section
          9.01(d) of the Servicing Agreement is modified by deleting phrase “(i), (ii),
          (iii) and (vii)” in the first paragraph thereof in its entirety and replacing it
          with the phrase “(i), (ii), (iii), (vii) and (viii)”.

         

        (dd)  Section
          9.01(d)(vi)(A) of the Servicing Agreement is modified by deleting the phrase
          “The Company shall be deemed to represent” in the first line thereof in its
          entirety and replacing it with the phrase “The Company hereby
          represents”.

         

        (ee)  Section
          9.01(d)(viii) of the Servicing Agreement is modified by adding the following
          language at the end thereof: “as may reasonably requested by the Purchaser, any
          Master Servicer, or any Depositor.”

         

        (ff)  Section
          9.01(e)(iv) of the Servicing Agreement is modified by adding the following
          language at the end thereof: “or Sections 4.25, 6.04, 6.06, 6.07, 9.01(d) or (f)
          or 12.14.”

         

        (gg)  Section
          9.01 of the Servicing Agreement is modified by deleting the phrase “Section
          9.01(d)” in the first sentence of the third paragraph thereof in its entirety
          and replacing it with the phrase “Sections 4.25, 6.04, 6.06, 6.07, 9.01(d), (e)
          and (f) and 12.14.”

         

        (hh)  Section
          10.01 of the Servicing Agreement is modified by adding the language “(not
          including Sections 6.04 or 6.06 of this Agreement)” after the phrase “set forth
          in this Agreement” in clause (ii) therein, and by replacing “thirty (30)” with
“fourteen (14)” in clause (x) therein.

         

        (ii)  Section
          11.02 of the Servicing Agreement is hereby deleted in its entirety.

         

        (jj)  Exhibit
          I
          of the Servicing Agreement is modified to include the information set forth
          on
Attachment 3
          hereto
          or in such other format mutually agreed upon by the Company and the Master
          Servicer.

         

        (kk)  Exhibit
          I
          of the Servicing Agreement is further modified by deleting the phrase “Form of
          Remittance Advice” in its entirety and replacing it with the phrase “Form of
          Remittance Report”. 

         

        (ll)  Exhibit
          K
          of the Servicing Agreement is hereby deleted in its entirety and replaced
          with
Attachment 4
          hereto.

         

        Miscellaneous

         

        10.  All
          demands, notices and communications related to the Assigned Loans, the
          Servicing
          Agreement and this AAR Agreement shall be in writing or electronic mail
          and
          shall be deemed to have been duly given if personally delivered at or mailed
          by
          registered mail, postage prepaid, as follows:

         

        (a)   
            In
          the
          case of Assignor,

         

        Nomura
          Credit & Capital, Inc.

        2
          World
          Financial Center

        Building
          B, 18th Floor

        New
          York,
          New York 10281

        Attn:
          Legal Assistant

         

        (b)   
            In
          the
          case of Assignee,

         

        Nomura
          Home Equity Loan, Inc.

        2
          World
          Financial Center

        Building
          B, 18th Floor

        New
          York,
          New York 10281

        Attention:
          Legal Assistant

         

        (c)   
            In
          the
          case of Master Servicer,

         

        Wells
          Fargo Bank, N.A.

        9062
          Old
          Annapolis Road

        Columbia,
          Maryland 21045

        Attention:
          Client Manager - NHEL 2006-AF1

        Telecopier:
          (410) 715-2380

         

        (d)   
            In
          the
          case of Servicer,

         

        Wells
          Fargo Bank, N.A.

        1
          Home
          Campus

        Des
          Moines, Iowa 50328-0001

        Attention:
          John B. Brown, MAC X2302-033

         

        With
          a
          copy to:


         

        Wells
          Fargo Bank, N.A.

        1
          Home
          Campus

        Des
          Moines, Iowa 50328-0001

        Attention:
          General Counsel MAC X2401-06T

         

        11.  Each
          party will pay any commissions, fees and expenses, including attorney’s fees, it
          has incurred in connection with the negotiations for, documenting of and
          closing
          of the transactions contemplated by this AAR Agreement.

         

        12.  This
          AAR
          Agreement shall be construed in accordance with the laws of the State of
          New
          York, without regard to conflicts of law principles, and the obligations,
          rights
          and remedies of the parties hereunder shall be determined in accordance
          with
          such laws.

         

        13.  No
          term
          or provision of this AAR Agreement may be waived or modified unless such
          waiver
          or modification is in writing and signed by the party against whom such
          waiver
          or modification is sought to be enforced.

         

        14.  This
          AAR
          Agreement shall inure to the benefit of the successors and assigns of the
          parties hereto. Any entity into which Assignor, Assignee or Company may
          be
          merged or consolidated shall, without the requirement for any further writing,
          be deemed Assignor, Assignee or Company, respectively, hereunder.

         

        15.  This
          AAR
          Agreement shall survive the conveyance of the Assigned Loans, the assignment
          of
          the Servicing Agreement to the extent of the Assigned Loans by Assignor
          to
          Assignee and the termination of the Servicing Agreement.

         

        16.  This
          AAR
          Agreement may be executed simultaneously in any number of counterparts.
          Each
          counterpart shall be deemed to be an original and all such counterparts
          shall
          constitute one and the same instrument.

         

        17.  In
          the
          event that any provision of this AAR Agreement conflicts with any provision
          of
          the Servicing Agreement with respect to the Assigned Loans, the terms of
          this
          AAR Agreement shall control.

         

        18.  For
          purposes of this AAR Agreement, the Trustee and the Master Servicer shall
          be
          considered third party beneficiaries to this Agreement entitled to all
          the
          rights and benefits accruing to the Trustee and the Master Servicer, as
          applicable, herein as if it were a direct party to this AAR
          Agreement.

         

        


        


        [SIGNATURES
          COMMENCE ON FOLLOWING PAGE] 

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        IN
          WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as
          of the
          day and year first above written.

         

        


        NOMURA
          CREDIT & CAPITAL, INC.

        Assignor


         

        By:
          /s/
          Timothy P.F. Crowley

        Name:
          Timothy P.F. Crowley

        Title:
          Vice President

        


         

        NOMURA
          HOME EQUITY LOAN, INC.

        Assignee


         

        By:
          /s/
          John P. Graham

        Name:
          John P. Graham

        Title:
          Managing Director

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        WELLS
          FARGO BANK, N.A.

        Servicer


         

        By:
          /s/
          Bradley A. Davis

        Name:
          Bradley A. Davis

        Title:
          Vice President

         

        ACKNOWLEDGED
          AND AGREED TO:

        HSBC
          BANK
          USA, NATIONAL ASSOCIATION

        Trustee
          for the holders of the Nomura Home Equity Loan, Inc., 

        Home
          Equity Loan Trust, Series 2006-AF1, Asset-Backed Certificates,

        Series
          2006-AF1


         

        By:
          /s/
          Elena Zheng

        Name:
          Elena Zheng

        Title:
          Assistant Vice President

        


         

        ACKNOWLEDGED
          AND AGREED TO:

        WELLS
          FARGO BANK, N.A.

        Master
          Servicer


         

        By:
          /s/
          Carla S. Walker

        Name:
          Carla S. Walker

        Title:
          Vice President

         

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        ATTACHMENT
          1

         

        ASSIGNED
          LOAN SCHEDULE

         

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        ATTACHMENT
          2

         

        SELLER’S
          WARRANTIES AND SERVICING AGREEMENT

         

        
          


          


          


          NOMURA
            CREDIT & CAPITAL, INC.


          Purchaser

           

          
 

          and

           

          
 

          WELLS
            FARGO BANK, N.A.


          Company

           

          
 

          __________________________________


          


          SELLER'S
            WARRANTIES AND SERVICING AGREEMENT

          


          Dated
            as of May 1, 2006

          
            __________________________________




          


          


          


          Fixed
            Rate Mortgage Loans

          


          WFHM
            Series 2006-W32

           

          
 

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          TABLE
            OF CONTENTS


          


           

          ARTICLE
            I

          DEFINITIONS

           

          ARTICLE
            II

          CONVEYANCE
            OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL
            AGREEMENT; DELIVERY OF DOCUMENTS

           

          ARTICLE
            III

          REPRESENTATIONS
            AND WARRANTIES REMEDIES AND BREACH

           

          ARTICLE
            IV

          ADMINISTRATION
            AND SERVICING OF MORTGAGE LOANS

           

          ARTICLE
            V

          PAYMENTS
            TO PURCHASER

           

          ARTICLE
            VI

          GENERAL
            SERVICING PROCEDURES

           

          ARTICLE
            VII

          COMPANY
            TO COOPERATE

           

          ARTICLE
            VIII

          THE
            COMPANY

           

          ARTICLE
            IX

          SECURITIZATION
            TRANSACTIONS, WHOLE LOAN SALES AND AGENCY SALES

           

          ARTICLE
            X

          DEFAULT

           

          ARTICLE
            XI

          TERMINATION

           

          ARTICLE
            XII

          MISCELLANEOUS
            PROVISIONS

           

          


          


          EXHIBITS

          


          Exhibit
            A   Mortgage
            Loan Schedule

          Exhibit
            B
   Data
            File
            Elements

          Exhibit
            C
   Contents
            of Each Mortgage Loan File

          Exhibit
            D   Custodial
            Agreement

          Exhibit
            E
   Form
            of
            Opinion of Counsel

          Exhibit
            F
   Form
            of
            Officer’s Certificate

          Exhibit
            G
                          
 Form
            of
            Custodial Account Certification

          Exhibit
            H   Form
            of
            Escrow Account Certification

          Exhibit
            I
    Form
            of
            Remittance Report

          Exhibit
            J
   Servicing
            Criteria

          Exhibit
            K   Sarbanes
            Certification

          Exhibit
            L
   Form
            of
            Assignment, Assumption and Recognition
            Agreement

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          


          This
            is a
            Seller's Warranties and Servicing Agreement for fixed rate, residential
            first
            lien mortgage loans, dated and effective as of May 1, 2006, and is executed
            between Nomura Credit & Capital, Inc., as purchaser (the "Purchaser") and
            Wells Fargo Bank, N.A., as seller and servicer (the "Company").


          


          W I T N E S S E T H

           

          WHEREAS,
            the Purchaser has agreed to purchase from the Company and the Company
            has agreed
            to sell to the Purchaser certain Mortgage Loans (as defined below) which
            have an
            aggregate unpaid scheduled principal balance as of the close of business
            on the
            Cut-off Date, after deduction of payments due on or before such
            date;

          


          WHEREAS,
            each of the Mortgage Loans is secured by a mortgage, deed of trust or
            other
            security instrument creating a first lien on a residential dwelling located
            in
            the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed
            hereto as Exhibit A; and 

          


          WHEREAS,
            the Purchaser and the Company wish to prescribe the manner of purchase
            of the
            Mortgage Loans and the conveyance, servicing and control of the Mortgage
            Loans.

          


          NOW,
            THEREFORE, in consideration of the mutual agreements hereinafter set
            forth, and
            for other good and valuable consideration, the receipt and adequacy of
            which is
            hereby acknowledged, the Purchaser and the Company agree as
            follows:

          


          


           

          ARTICLE
            I

           

          DEFINITIONS

          


          Whenever
            used herein, the following words and phrases, unless the content otherwise
            requires, shall have the following meanings:

          


          Accepted
            Servicing Practices:
            With
            respect to any Mortgage Loan, those mortgage servicing practices of prudent
            mortgage lending institutions which service mortgage loans of the same
            type as
            such Mortgage Loan in the jurisdiction where the related Mortgaged Property
            is
            located.

          


          Adjustable
            Rate Mortgage Loan:
            A
            Mortgage Loan which provides for the adjustment of the Mortgage Interest
            Rate
            payable in respect thereto.

          


          Adjustment
            Date:
            As to
            each Adjustable Rate Mortgage Loan, the date on which the Mortgage Interest
            Rate
            is adjusted in accordance with the terms of the related Mortgage Note
            and
            Mortgage.

          


          Agency/Agencies:
            Fannie
            Mae, Freddie Mac or GNMA, or any of them as applicable.

          


          Agency
            Sale:
            Any
            sale or transfer of some or all of the Mortgage Loans by the Purchaser
            to an
            Agency which sale or transfer is not a Securitization Transaction or
            Whole Loan
            Transfer.

           

          Agreement:
            This
            Seller's Warranties and Servicing Agreement and all exhibits thereto,
            amendments
            hereof and supplements hereto.

          


          ALTA:
            The
            American Land Title Association or any successor thereto.

          


          Appraised
            Value:
            With
            respect to any Mortgage Loan, the lesser of (i) the value set forth on
            the
            appraisal made in connection with the origination of the related Mortgage
            Loan
            as the value of the related Mortgaged Property, or (ii) the purchase
            price paid
            for the Mortgaged Property, provided, however, that in the case of a
            refinanced
            Mortgage Loan, such value shall be based solely on the appraisal made
            in
            connection with the origination of such Mortgage Loan.

          


          Appropriate
            Federal Banking Agency:
            Appropriate Federal Banking Agency shall have the meaning ascribed to
            it by
            Section 1813(q) of Title 12 of the United States Code, as amended from
            time to
            time.

          


          Assignment
            of Mortgage:
            An
            assignment of the Mortgage, notice of transfer or equivalent instrument
            in
            recordable form, sufficient under the laws of the jurisdiction wherein
            the
            related Mortgaged Property is located to reflect the sale of the Mortgage
            to the
            Purchaser or if the related Mortgage has been recorded in the name of
            MERS or
            its designee, such actions as are necessary to cause the Purchaser to
            be shown
            as the owner of the related Mortgage on the records of MERS for purposes
            of the
            system of recording transfers of beneficial ownership of mortgages maintained
            by
            MERS, including assignment of the MIN Number which will appear either
            on the
            Mortgage or the Assignment of Mortgage to MERS.

          


          Assignment
            of Mortgage Note and Pledge Agreement:
            With
            respect to a Cooperative Loan, as assignment of the Mortgage Note and
            Pledge
            Agreement.

          


          Assignment
            of Proprietary Lease:
            With
            respect to a Cooperative Loan, as assignment of the Proprietary Lease
            sufficient
            under the laws of the jurisdiction wherein the related Cooperative Apartment
            is
            located to effect the assignment of such Proprietary Lease.

          


          Balloon
            Loan:
            A
            Mortgage Loan for which the Monthly Payments will not fully amortize
            the loan by
            the end of the term, at which time the balance of the principal is due
            in a lump
            sum.

          


          Business
            Day:
            Any day
            other than (i) a Saturday or Sunday, or (ii) a day on which banking and
            savings
            and loan institutions in the states where the parties are located are
            authorized
            or obligated by law or executive order to be closed.

          


          Buydown
            Agreement:
            An
            agreement between the Company and a Mortgagor, or an agreement among
            the
            Company, a Mortgagor and a seller of a Mortgaged Property or a third
            party with
            respect to a Mortgage Loan which provides for the application of Buydown
            Funds.

          


          Buydown
            Funds:
            In
            respect of any Buydown Mortgage Loan, any amount contributed by the seller
            of a
            Mortgaged Property subject to a Buydown Mortgage Loan, the buyer of such
            property, the Company or any other source, plus interest earned thereon,
            in
            order to enable the Mortgagor to reduce the payments required to be made
            from
            the Mortgagor’s funds in the early years of a Mortgage Loan.

          


          Buydown
            Mortgage Loan:
            Any
            Mortgage Loan in respect of which, pursuant to a Buydown Agreement, (i)
            the
            Mortgagor pays less than the full monthly payments specified in the Mortgage
            Note for a specified period, and (ii) the difference between the payments
            required under such Buydown Agreement and the Mortgage Note is provided
            from
            Buydown Funds.

          


          Buydown
            Period:
            The
            period of time when a Buydown Agreement is in effect with respect to
            a related
            Buydown Mortgage Loan.

          


          Closing
            Date:
            May 19,
            2006.

          


          Code:
            The
            Internal Revenue Code of 1986, as it may be amended from time to time
            or any
            successor statute thereto, and applicable U.S. Department of the Treasury
            regulations issued pursuant thereto.

          


          Combined
            Loan-to-Value Ratio or CLTV:
            As to
            any Second Lien Mortgage Loan at any date of determination, the ratio
            on such
            date of the principal balance of such Mortgage Loan,
            plus
            the
            principal balance of any Superior Lien, to the Appraised Value of the
            related
            Mortgaged Property.

          


          Commission:
            The
            United States Securities and Exchange Commission.

          


          Company:
            Wells
            Fargo Bank, N.A., or its successor in interest or assigns, or any successor
            to
            the Company under this Agreement appointed as herein provided.

          


          Company
            Information:
            As
            defined in Section 9.01(e)(i)(A).

          


          Condemnation
            Proceeds:
            All
            awards or settlements in respect of a Mortgaged Property, whether permanent
            or
            temporary, partial or entire, by exercise of the power of eminent domain
            or
            condemnation, to the extent not required to be released to a Mortgagor
            in
            accordance with the terms of the related Mortgage Loan Documents.

          


          Cooperative:
            The
            entity that holds title (fee or an acceptable leasehold estate) to all
            of the
            real property that the Project comprises, including the land, separate
            dwelling
            units and all common areas.

          


          Cooperative
            Apartment:
            The
            specific dwelling unit relating to a Cooperative Loan.

          


          Cooperative
            Lien Search:
            A
            search for (a) federal tax liens, mechanics’ liens, lis
            pendens,
            judgments of record or otherwise against (i) the Cooperative, (ii) the
            seller of
            the Cooperative Apartment and (iii) the Company if the Cooperative Loan
            is a
            refinanced Mortgage Loan, (b) filings of financing statements and (c)
            the deed
            of the Project into the Cooperative.

          


          Cooperative
            Loan: A
            Mortgage Loan that is secured by Cooperative Shares and a Proprietary
            Lease
            granting exclusive rights to occupy the related Cooperative
            Apartment.

          


          Cooperative
            Shares:
            The
            shares of stock issued by a Cooperative, owned by the Mortgagor, and
            allocated
            to a Cooperative Apartment.

          


          Covered
            Loan:
            A
            Mortgage Loan categorized as “Covered” pursuant to the Standard & Poor’s
            Glossary for File Format for LEVELS® Version 5.6d, Appendix E, revised January
            1, 2006 (excluding New Jersey “Covered Home Loans” as that term is defined in
            clause (1) of the definition of that term in the New Jersey Home Ownership
            Security Act of 2002).

          


          Custodial
            Account:
            The
            separate account or accounts created and maintained pursuant to Section
            4.04.

          


          Custodial
            Agreement:
            The
            agreement governing the retention of the originals of each Mortgage Note,
            Mortgage, Assignment of Mortgage and other Mortgage Loan Documents.

          


          Custodian:
            The
            custodian under the Custodial Agreement, or its successor in interest
            or
            assigns, or any successor to the Custodian under the Custodial Agreement
            as
            provided therein.

          


          Cut-off
            Date:
            May 1,
            2006.

          


          Data
            File:
            The
            electronic data file prepared by the Company and delivered to the Purchaser
            including the data fields set forth on Exhibit B, with respect to each
            Mortgage
            Loans.

          


          Deleted
            Mortgage Loan:
            A
            Mortgage Loan which is repurchased by the Company in accordance with
            the terms
            of this Agreement and which is, in the case of a substitution pursuant
            to
            Section 3.03, replaced or to be replaced with a Qualified Substitute
            Mortgage
            Loan.

          


          Depositor:
            The
            depositor, as such term is defined in Regulation AB, with respect to
            any
            Securitization Transaction.

          


          Determination
            Date:
            The
            Business Day immediately preceding the related Remittance Date.

          


          Due
            Date:
            The day
            of the month on which the Monthly Payment is due on a Mortgage Loan,
            exclusive
            of any days of grace.

          


          Due
            Period:
            With
            respect to each Remittance Date, the period commencing on the second
            (2) day of
            the month preceding the month of the Remittance Date and ending on the
            first day
            of the month of the Remittance Date.

          


          Errors
            and Omissions Insurance Policy:
            An
            errors and omissions insurance policy to be maintained by the Company
            pursuant
            to Section 4.12.

          


          Escrow
            Account:
            The
            separate account or accounts created and maintained pursuant to Section
            4.06.


          


          Escrow
            Payments:
            With
            respect to any Mortgage Loan, the amounts constituting ground rents,
            taxes,
            assessments, water rates, sewer rents, municipal charges, mortgage insurance
            premiums, fire and hazard insurance premiums, condominium charges, and
            any other
            payments required to be escrowed by the Mortgagor with the mortgagee
            pursuant to
            the Mortgage or any other related document.

          


          Event
            of Default:
            Any one
            of the conditions or circumstances enumerated in Section 10.01.

          


          Exchange
            Act:
            The
            Securities Exchange Act of 1934, as amended.

          


          Fannie
            Mae:
            The
            Federal National Mortgage Association or any successor thereto.

          


          FDIC:
            The
            Federal Deposit Insurance Corporation, or any successor thereto.

          


          Fidelity
            Bond:
            A
            fidelity bond to be maintained by the Company pursuant to Section
            4.12.

          


          First
            Lien:
            With
            respect to each Mortgaged Property, the lien on the mortgage, deed of
            trust or
            other instrument securing a Mortgage Note which creates a first lien
            on the
            Mortgaged Property.

           

          First
            Lien Mortgage Loan:
            A
            Mortgage Loan secured by a First Lien on the Mortgage Property.

           

          First
            Remittance Date:
            June
            19, 2006.

          


          Freddie
            Mac:
            The
            Federal Home Loan Mortgage Corporation or any successor thereto.

          


          Gross
            Margin:
            With
            respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount
            set
            forth in the related Mortgage Note which is added to the Index in order
            to
            determine the related Mortgage Interest Rate, as set forth in the Mortgage
            Loan
            Schedule.

          


          High
            Cost Loan:
            A
            Mortgage Loan that is (a) classified as a “high cost” loan under the Home
            Ownership and Equity Protection Act of 1994, (b) classified as a “high cost
            home,” “threshold,” “covered,” (excluding New Jersey “Covered Home Loans” as
            that term is defined in clause (1) of the definition of that term in
            the New
            Jersey Home Ownership Security Act of 2002 that are first lien purchase
            money
            Mortgage Loans originated between November 26, 2003, and July 7, 2004),
“high
            risk home,” “predatory” or similar loan under any other applicable state,
            federal or local law or (c) a Mortgage Loan categorized as “High Cost” pursuant
            to the Standard & Poor’s Glossary for File Format for LEVELS® Version 5.6d,
            Appendix E, revised January 1, 2006. 

           

          Index:
            With
            respect to any Adjustable Rate Mortgage Loan, the index identified on
            the
            Mortgage Loan Schedule and set forth in the related Mortgage Note for
            the
            purpose of calculating the interest thereon.

           

          Insurance
            Proceeds:
            With
            respect to each Mortgage Loan, proceeds of insurance policies insuring
            the
            Mortgage Loan or the related Mortgaged Property.

          


          Insured
            Depository Institution:
            Insured
            Depository Institution shall have the meaning ascribed to such term by
            Section
            1813(c)(2) of Title 12 of the United States Code, as amended from time
            to
            time.

          


          Interest
            Only Mortgage Loan:
            A
            Mortgage Loan for which an interest-only payment feature is allowed during
            the
            interest-only period set forth in the related Mortgage Note.

          


          Liquidation
            Proceeds:
            Cash
            received in connection with the liquidation of a defaulted Mortgage Loan,
            whether through the sale or assignment of such Mortgage Loan, trustee's
            sale,
            foreclosure sale or otherwise, or the sale of the related Mortgaged Property
            if
            the Mortgaged Property is acquired in satisfaction of the Mortgage
            Loan.

          


          Loan-to-Value
            Ratio or LTV:
            With
            respect to any First Lien Mortgage Loan, the ratio of the original loan
            amount
            of the Mortgage Loan at its origination (unless otherwise indicated)
            to the
            Appraised Value of the Mortgaged Property.

          


          LPMI
            Policy: A
            PMI
            Policy for which the Company pays all premiums from its own funds, on
            or before
            the Closing Date, without reimbursement.

          


          Master
            Servicer:
            With
            respect to any Securitization Transaction, the “master servicer,” if any,
            identified in the related transaction documents.

          


          MERS:
            Mortgage Electronic Registration Systems, Inc., a Delaware corporation,
            or any
            successor in interest thereto.

          


          MERS
            Mortgage Loan:
            Any
            Mortgage Loan registered with MERS on the MERS System.

          


          MERS
            System:
            The
            system of recording transfers of mortgages electronically maintained
            by
            MERS.

          


          MIN:
            The
            Mortgage Identification Number used to identify mortgage loans registered
            under
            MERS.

          


          Monthly
            Advance:
            The
            portion of each Monthly Payment that is delinquent with respect to each
            Mortgage
            Loan at the close of business on the Determination Date required to be
            advanced
            by the Company pursuant to Section 5.03 on the Business Day immediately
            preceding the Remittance Date of the related month.

          


          Monthly
            Payment:
            The
            scheduled monthly payment of principal and interest on a Mortgage Loan
            or in the
            case of an Interest Only Mortgage Loan, payment of (i) interest or (ii)
            principal and interest, as applicable, on a Mortgage Loan.

          


          Mortgage:
            The
            mortgage, deed of trust or other instrument securing a Mortgage Note,
            which
            creates a first or second lien on an unsubordinated estate in fee simple
            in real
            property securing the Mortgage Note or the Pledge Agreement securing
            the
            Mortgage Note for a Cooperative Loan.

          


          Mortgage
            File:
            The
            items pertaining to a particular Mortgage Loan referred to as items 1
            through 10
            and 17 in Exhibit C annexed hereto, and any additional documents required
            to be
            added to the Mortgage File pursuant to this Agreement.

          


          Mortgage
            Impairment Insurance Policy:
            A
            mortgage impairment or blanket hazard insurance policy as described in
            Section
            4.11.

          


          Mortgage
            Interest Rate:
            The
            annual rate of interest borne on a Mortgage Note in accordance with the
            provisions of the Mortgage Note.

          


          Mortgage
            Loan:
            An
            individual mortgage loan which is the subject of this Agreement, each
            Mortgage
            Loan originally sold and subject to this Agreement being identified on
            the
            Mortgage Loan Schedule, which Mortgage Loan includes without limitation
            the
            Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation
            Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition
            Proceeds
            and all other rights, benefits, proceeds and obligations arising from
            or in
            connection with such Mortgage Loan.

          


          Mortgage
            Loan Documents:
            The
            documents referred to in Exhibit C as items 1 through 10 and 17.

          


          Mortgage
            Loan Remittance Rate:
            With
            respect to each Mortgage Loan, the annual rate of interest remitted to
            the
            Purchaser, which shall be equal to the related Mortgage Interest Rate
            minus the
            Servicing Fee Rate.

          


          Mortgage
            Loan Schedule:
            A
            schedule of Mortgage Loans annexed hereto as Exhibit A, such schedule
            setting
            forth the following information with respect to each Mortgage Loan: (1)
            the
            Company’s Mortgage Loan number; (2) the full street address, city, state and
            zip
            code of the Mortgaged Property; (3) a code indicating whether the Mortgaged
            Property is a single family residence, two-family residence, three-family
            residence, four-family residence, Cooperative Loan, manufactured dwelling,
            planned unit development or condominium; (4) the current Mortgage Interest
            Rate;
            (5) the current net Mortgage Interest Rate; (6) the current Monthly Payment;
            (7)
            the original term to maturity; (8) the scheduled maturity date; (9) the
            principal balance of the Mortgage Loan as of the Cut-off Date after deduction
            of
            payments of principal due on or before the Cut-off Date whether or not
            collected; (10) the Loan-to-Value Ratio; (11) a code indicating the mortgage
            guaranty insurance company; (12) the Servicing Fee Rate; (13) a code
            indicating
            whether the Mortgage Loan is a Buydown Mortgage Loan; (14) the date of
            origination; (15) the last payment date on which a payment was applied;
            (16) the
            PMI policy insurer’s name; (17) the documentation level (full, alternative,
            limited); (18) loan purpose; (19) a code indicating whether the Mortgaged
            Property is owner-occupied or investor property; (20) the Gross Margin;
            (21) the
            Index; and (22) the next Adjustment Date.

          


          Mortgage
            Note:
            The
            note or other evidence of the indebtedness of a Mortgagor secured by
            a
            Mortgage.

          


          Mortgaged
            Property:
            The
            real property securing repayment of the debt evidenced by a Mortgage
            Note, or
            with respect to a Cooperative Loan, the Cooperative Apartment.

          


          Mortgagor:
            The
            obligor on a Mortgage Note.

          


          Officer's
            Certificate:
            A
            certificate signed by the Chairman of the Board or the Vice Chairman
            of the
            Board or the President or a Vice President or an Assistant Vice President
            and
            certified by the Treasurer or the Secretary or one of the Assistant Treasurers
            or Assistant Secretaries of the Company, and delivered to the Purchaser
            as
            required by this Agreement.

          


          Opinion
            of Counsel:
            A
            written opinion of counsel, who may be an employee of the Company, reasonably
            acceptable to the Purchaser.

          


          Periodic
            Interest Rate Cap:
            As to
            each Adjustable Rate Mortgage Loan, the maximum increase or decrease
            in the
            Mortgage Interest Rate on any Adjustment Date pursuant to the terms of
            the
            Mortgage Note.

          


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

          


          Pledge
            Agreement:
            With
            respect to a Cooperative Loan, the specific agreement creating a first
            lien on
            and pledge of the Cooperative Shares and the appurtenant Proprietary
            Lease.

           

          Pledge
            Instruments:
            With
            respect to a Cooperative Loan, the Stock Power, the Assignment of the
            Proprietary Lease and the Assignment of the Mortgage Note and Pledge
            Agreement.

           

          PMI
            Policy:
            A
            policy of primary mortgage guaranty insurance evidenced by an electronic
            form
            and certificate number issued by a Qualified Insurer, as required by
            this
            Agreement with respect to certain Mortgage Loans. The premiums of a PMI
            Policy
            may be paid by the Mortgagor or by the Company from its own funds, without
            reimbursement. If the premiums are paid by the Company, the PMI Policy
            is an
            LPMI Policy.

          


          Prepayment
            Interest Shortfall:
            As to
            any Remittance Date and each Mortgage Loan subject to a Principal Prepayment
            received during the calendar month preceding such Remittance Date, the
            amount,
            if any, by which one month’s interest at the related Mortgage Loan Remittance
            Rate on such Principal Prepayment exceeds the amount of interest paid
            in
            connection with such Principal Prepayment.

          


          Prepayment
            Penalty:
            The
            prepayment charge or penalty interest required to be paid by a Mortgagor
            as the
            result of a Principal Prepayment in full of the related Mortgage Loan,
            not
            otherwise due thereon in respect of principal or interest, which is intended
            to
            be a disincentive to prepayment, as provided in the related Mortgage
            Note or
            Mortgage.

          


          Prime
            Rate:
            The
            prime rate announced to be in effect from time to time, as published
            as the
            average rate in The
            Wall Street Journal.

          


          Principal
            Prepayment:
            Any
            payment or other recovery of principal on a Mortgage Loan which is received
            in
            advance of its scheduled Due Date, including any Prepayment Penalty or
            premium
            thereon and which is not accompanied by an amount of interest representing
            scheduled interest due on any date or dates in any month or months subsequent
            to
            the month of prepayment.

          


          Principal
            Prepayment Period:
            The
            calendar month preceding the month in which the related Remittance Date
            occurs.

          


          Project:
            With
            respect to a Cooperative Loan, all real property owned by the related
            Cooperative including the land, separate dwelling units and all common
            areas.

           

          Proprietary
            Lease:
            With
            respect to a Cooperative Loan, a lease on a Cooperative Apartment evidencing
            the
            possessory interest of the Mortgagor in such Cooperative Apartment. 

           

          Purchaser:
            Nomura
            Credit & Capital, Inc., or its successor in interest or any successor or
            assignee to the Purchaser under this Agreement as herein provided.

          


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

          


          Qualified
            Depository:
            A
            deposit account or accounts maintained with a federal or state chartered
            depository institution the deposits in which are insured by the FDIC
            to the
            applicable limits and the short-term unsecured debt obligations of which
            (or, in
            the case of a depository institution that is a subsidiary of a holding
            company,
            the short-term unsecured debt obligations of such holding company) are
            rated A-1
            by Standard & Poor’s Ratings Group or Prime-1 by Moody’s Investors Service,
            Inc. (or a comparable rating if another rating agency is specified by
            the
            Purchaser by written notice to the Company) at the time any deposits
            are held on
            deposit therein.

          


          Qualified
            Insurer:
            A
            mortgage guaranty insurance company duly authorized and licensed where
            required
            by law to transact mortgage guaranty insurance business and approved
            as an
            insurer by Fannie Mae or Freddie Mac.

          


          Qualified
            Substitute Mortgage Loan:
            A
            mortgage loan eligible to be substituted by the Company for a Deleted
            Mortgage
            Loan which must, on the date of such substitution, (i) have an outstanding
            principal balance, after deduction of all scheduled payments due in the
            month of
            substitution (or in the case of a substitution of more than one mortgage
            loan
            for a Deleted Mortgage Loan, an aggregate principal balance), not in
            excess of
            the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have
            a Mortgage
            Loan Remittance Rate not less than, and not more than two percent (2%)
            greater,
            than the Mortgage Loan Remittance Rate of the Deleted Mortgage Loan;
            (iii) have
            a remaining term to maturity not greater than and not more than one year
            less
            than that of the Deleted Mortgage Loan; (iv) be of the same type as the
            Deleted
            Mortgage Loan and (v) comply with each representation and warranty set
            forth in
            Sections 3.01 and 3.02.

          


          Rating
            Agency:
            Each of
            Fitch, Inc., Moody’s Investors Service, Inc., Standard & Poor’s Ratings
            Services and Dominion Bond Rating Service, Inc., or any successor
            thereto.

          


          Recognition
            Agreement:
            An
            agreement whereby a Cooperative and a lender with respect to a Cooperative
            Loan
            (i) acknowledge that such lender may make, or intends to make, such Cooperative
            Loan, and (ii) make certain agreements with respect to such Cooperative
            Loan.

          


          Reconstitution:
            Any
            Securitization Transaction or Whole Loan Transfer.

          


          Reconstitution
            Agreement:
            The
            agreement or agreements entered into by the Company and the Purchaser
            and/or
            certain third parties on the Reconstitution Date or Dates with respect
            to any or
            all of the Mortgage Loans serviced hereunder, in connection with a Whole
            Loan
            Transfer or Securitization Transaction.

          


          Reconstitution
            Date:
            The
            date on which any or all of the Mortgage Loans serviced under this Agreement
            may
            be removed from this Agreement and reconstituted as part of a Securitization
            Transaction, Agency Sale or Whole Loan Transfer pursuant to Section 9.01
            hereof.
            The Reconstitution Date shall be such date which the Purchaser shall
            designate.

          


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

          


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

          


          REMIC
            Provisions:
            Provisions of the federal income tax law relating to a REMIC, which appear
            at
            Section 860A through 860G of Subchapter M of Chapter 1, Subtitle A of
            the Code,
            and related provisions, regulations, rulings or pronouncements promulgated
            thereunder, as the foregoing may be in effect from time to time.

          


          Remittance
            Date:
            The
            18th day (or if such 18th day is not a Business Day, the first Business
            Day
            immediately following) of any month, beginning with the First Remittance
            Date.

          


          REO
            Disposition:
            The
            final sale by the Company of any REO Property.

          


          REO
            Disposition Proceeds:
            All
            amounts received with respect to an REO Disposition pursuant to Section
            4.16.

          


          REO
            Property:
            A
            Mortgaged Property acquired by the Company on behalf of the Purchaser
            through
            foreclosure or by deed in lieu of foreclosure, as described in Section
            4.16.

          


          Repurchase
            Price:
            Unless
            agreed otherwise by the Purchaser and the Company, a price equal to (i)
            the
            Stated Principal Balance of the Mortgage Loan plus (ii) interest on such
            Stated
            Principal Balance at the Mortgage Loan Remittance Rate from the date
            on which
            interest has last been paid and distributed to the Purchaser through
            the last
            day of the month in which such repurchase takes place, less amounts received
            or
            advanced in respect of such repurchased Mortgage Loan which are being
            held in
            the Custodial Account for distribution in the month of repurchase.

          


          Second
            Lien:
            With
            respect to a Mortgaged Property, a lien of the mortgage, deed of trust
            or other
            instrument securing a mortgage note which creates a second lien on the
            Mortgaged
            Property.

           

          Second
            Lien Mortgage Loan:
            A
            Mortgage Loan secured by the lien on the Mortgaged Property, subject
            to one
            prior lien on such Mortgaged Property securing financing obtained by
            the related
            Mortgagor.

           

          Securities
            Act:
            The
            Securities Act of 1933, as amended.

          


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

          


          Servicer:
            As
            defined in Section 9.01(e)(iii).

          


          Servicing
            Advances:
            All
            customary, reasonable and necessary "out of pocket" costs and expenses
            other
            than Monthly Advances (including reasonable attorney's fees and disbursements)
            incurred in the performance by the Company of its servicing obligations,
            including, but not limited to, the cost of (a) the preservation, restoration
            and
            protection of the Mortgaged Property, (b) any enforcement or judicial
            proceedings, including foreclosures, (c) the management and liquidation
            of any
            REO Property, (d) compliance with the obligations under Section 4.08
            (excluding
            the Company’s obligation to pay the premiums on LPMI Policies) and (e) force
            placing flood insurance in accordance with Section 4.10.

          


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

          


          Servicing
            Fee:
            With
            respect to each Mortgage Loan, the amount of the annual fee the Purchaser
            shall
            pay to the Company, which shall, for a period of one full month, be equal
            to
            one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
            outstanding
            principal balance of such Mortgage Loan. Such fee shall be payable monthly,
            computed on the basis of the same principal amount and period respecting
            which
            any related interest payment on a Mortgage Loan is received. The obligation
            of
            the Purchaser to pay the Servicing Fee is limited to, and the Servicing
            Fee is
            payable solely from, the interest portion (including recoveries with
            respect to
            interest from Liquidation Proceeds, to the extent permitted by Section
            4.05) of
            such Monthly Payment collected by the Company, or as otherwise provided
            under
            Section 4.05.

          


          Servicing
            Fee Rate:
            0.375%
            per annum per Mortgage Loan.

          


          Servicing
            File:
            With
            respect to each Mortgage Loan, the file retained by the Company consisting
            of
            originals of all documents in the Mortgage File which are not delivered
            to the
            Custodian and copies of the Mortgage Loan Documents listed in the Custodial
            Agreement the originals of which are delivered to the Custodian pursuant
            to
            Section 2.03.

          


          Servicing
            Officer:
            Any
            officer of the Company involved in or responsible for the administration
            and
            servicing of the Mortgage Loans whose name appears on a list of servicing
            officers furnished by the Company to the Purchaser upon request, as such
            list
            may from time to time be amended.

          


          Stated
            Principal Balance:
            As to
            each Mortgage Loan and as of any date of determination, (i) the principal
            balance of the Mortgage Loan at the Cut-off Date after giving effect
            to payments
            of principal due on or before such date, whether or not received, minus
            (ii) all
            amounts previously distributed to the Purchaser with respect to the related
            Mortgage Loan representing payments or recoveries of principal or advances
            in
            lieu thereof. 

          


          Static
            Pool Information:
            Static
            pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation
            AB.

          


          Stock
            Certificate:
            With
            respect to a Cooperative Loan, a certificate evidencing ownership of
            the
            Cooperative Shares issued by the Cooperative.

           

          Stock
            Power:
            With
            respect to a Cooperative Loan, an assignment of the Stock Certificate
            or an
            assignment of the Cooperative Shares issued by the Cooperative. 

           

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

           

          Subservicer:
            Any
            Person that services Mortgage Loans on behalf of the Company or any Subservicer
            and is responsible for the performance (whether directly or through Subservicers
            or Subcontractors) of a substantial portion of the material servicing
            functions
            required to be performed by the Company under this Agreement or any
            Reconstitution Agreement that are identified in Item 1122(d) of Regulation
            AB.


           

          Superior
            Lien:
            With
            respect to any Second Lien Mortgage Loan, any other mortgage loan relating
            to
            the corresponding Mortgaged Property that creates a lien on the Mortgaged
            Property that is senior to such Second Lien Mortgage Loan.

           

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

          


          Underwriting
            Guidelines: The
            underwriting guidelines of the Company, a copy of which has been delivered
            by
            the Company to the Purchaser.

          


          Whole
            Loan Transfer:
            Any
            sale or transfer of some or all of the Mortgage Loans by the Purchaser
            to a
            third party, which sale or transfer is not a Securitization Transaction
            or
            Agency Transfer.

           

          
 

          ARTICLE
            II


           

          CONVEYANCE
            OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL
            AGREEMENT; DELIVERY OF DOCUMENTS

          


          Section
            2.01 Conveyance
            of Mortgage Loans; Possession of Mortgage Files; Maintenance
            of Servicing Files.

          


          The
            Company, simultaneously with the execution and delivery of this Agreement,
            does
            hereby sell, transfer, assign, set over and convey to the Purchaser,
            without
            recourse, but subject to the terms of this Agreement, all the right,
            title and
            interest of the Company in and to the Mortgage Loans. Pursuant to Section
            2.03,
            the Company has delivered the Mortgage Loan Documents to the
            Custodian.

          


          The
            contents of each Mortgage File not delivered to the Custodian are and
            shall be
            held in trust by the Company for the benefit of the Purchaser as the
            owner
            thereof. The Company shall maintain a Servicing File consisting of a
            copy of the
            contents of each Mortgage File and the originals of the documents in
            each
            Mortgage File not delivered to the Custodian. The possession of each
            Servicing
            File by the Company is at the will of the Purchaser for the sole purpose
            of
            servicing the related Mortgage Loan, and such retention and possession
            by the
            Company is in a custodial capacity only. Upon the sale of the Mortgage
            Loans the
            ownership of each Mortgage Note, the related Mortgage and the related
            Mortgage
            File and Servicing File shall vest immediately in the Purchaser, and
            the
            ownership of all records and documents with respect to the related Mortgage
            Loan
            prepared by or which come into the possession of the Company shall vest
            immediately in the Purchaser and shall be retained and maintained by
            the
            Company, in trust, at the will of the Purchaser and only in such custodial
            capacity. The Company shall release its custody of the contents of any
            Servicing
            File only in accordance with written instructions from the Purchaser,
            unless
            such release is required as incidental to the Company's servicing of
            the
            Mortgage Loans, in the case of the Servicing File, or is in connection
            with a
            repurchase of any Mortgage Loan pursuant to Section 3.03 or 6.02. All
            such costs
            associated with the release, transfer and re-delivery to the Company
            shall be
            the responsibility of the Purchaser.

          


          In
            addition, in connection with the assignment of any MERS Mortgage Loan,
            the
            Company agrees that it will cause, the MERS® System to indicate that such
            Mortgage Loans have been assigned by the Company to the Purchaser in
            accordance
            with this Agreement by including (or deleting, in the case of Mortgage
            Loans
            which are repurchased in accordance with this Agreement) in such computer
            files
            the information required by the MERS® System to identify the Purchaser as
            beneficial owner of such Mortgage Loans. 

          


          Section
            2.02 Books
            and Records; Transfers of Mortgage Loans.

          


          From
            and
            after the sale of the Mortgage Loans to the Purchaser all rights arising
            out of
            the Mortgage Loans, including, but not limited to, all funds received
            on or in
            connection with the Mortgage Loans, shall be received and held by the
            Company in
            trust for the benefit of the Purchaser as owner of the Mortgage Loans,
            and the
            Company shall retain record title to the related Mortgages for the sole
            purpose
            of facilitating the servicing and the supervision of the servicing of
            the
            Mortgage Loans.

          


          The
            sale
            of each Mortgage Loan shall be reflected on the Company's balance sheet
            and
            other financial statements as a sale of assets by the Company. The Company
            shall
            be responsible for maintaining, and shall maintain, a complete set of
            books and
            records for each Mortgage Loan which shall be marked clearly to reflect
            the
            ownership of each Mortgage Loan by the Purchaser. In particular, the
            Company
            shall maintain in its possession, available for inspection by the Purchaser,
            or
            its designee, and shall deliver to the Purchaser upon demand, evidence
            of
            compliance with all federal, state and local laws, rules and regulations,
            and
            requirements of Fannie Mae or Freddie Mac, including but not limited
            to
            documentation as to the method used in determining the applicability
            of the
            provisions of the Flood Disaster Protection Act of 1973, as amended,
            to the
            Mortgaged Property, documentation evidencing insurance coverage and eligibility
            of any condominium project for approval by Fannie Mae or Freddie Mac
            and records
            of periodic inspections as required by Section 4.13. To the extent that
            original
            documents are not required for purposes of realization of Liquidation
            Proceeds
            or Insurance Proceeds, documents maintained by the Company may be in
            the form of
            microfilm or microfiche or such other reliable means of recreating original
            documents, including but not limited to, optical imagery techniques so
            long as
            the Company complies with the requirements of the Fannie Mae or Freddie
            Mac
            Selling and Servicing Guide, as amended from time to time.

          


          The
            Company shall maintain with respect to each Mortgage Loan and shall make
            available for inspection by any Purchaser or its designee the related
            Servicing
            File during the time the Purchaser retains ownership of a Mortgage Loan
            and
            thereafter in accordance with applicable laws and regulations.

          


          The
            Company shall keep at its servicing office books and records in which,
            subject
            to such reasonable regulations as it may prescribe, the Company shall
            note
            transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made
            unless
            such transfer is in compliance with the terms hereof. For the purposes
            of this
            Agreement, the Company shall be under no obligation to deal with any
            Person with
            respect to this Agreement or the Mortgage Loans unless the books and
            records
            show such Person as the owner of the Mortgage Loan. The Purchaser may,
            subject
            to the terms of this Agreement, sell and transfer one or more of the
            Mortgage
            Loans. The Purchaser also shall advise the Company of the transfer. Upon
            receipt
            of notice of the transfer, the Company shall mark its books and records
            to
            reflect the ownership of the Mortgage Loans of such assignee, and shall
            release
            the previous Purchaser from its obligations hereunder with respect to
            the
            Mortgage Loans sold or transferred. Such notification of a transfer shall
            include a final loan schedule which shall be received by the Company
            no fewer
            than five (5) Business Days before the last Business Day of the month.
            If such
            notification is not received as specified above, the Company’s duties to remit
            and report as required by Section 5 shall begin with the next Due
            Period.

          


          Section
            2.03 Custodial
            Agreement; Delivery of Documents.

          


          The
            Company has delivered to the Custodian those Mortgage Loan Documents
            contained
            in the Mortgage File as identified in Exhibit C to this Agreement with
            respect
            to each Mortgage Loan.

          


          The
            Custodian has certified its receipt of all such Mortgage Loan Documents
            required
            to be delivered pursuant to the Custodial Agreement, as evidenced by
            the initial
            certification of the Custodian in the form annexed to the Custodial Agreement.
            The Company shall be responsible for recording the initial Assignments
            of
            Mortgage. The Purchaser will be responsible for the fees and expenses
            of its
            Custodian.

          


          The
            Company shall forward to the Custodian original documents evidencing
            an
            assumption, modification, consolidation or extension of any Mortgage
            Loan
            entered into in accordance with Section 4.01 or 6.01 within one week
            of their
            execution, provided, however, that the Company shall provide the Custodian
            with
            a certified true copy of any such document submitted for recordation
            within ten
            (10) days of its execution, and shall provide the original of any document
            submitted for recordation or a copy of such document certified by the
            appropriate public recording office to be a true and complete copy of
            the
            original within sixty days of its submission for recordation.

          


          In
            the
            event the public recording office is delayed in returning any original
            document,
            the Company shall deliver to the Custodian within 240 days of its submission
            for
            recordation, a copy of such document and an Officer's Certificate, which
            shall
            (i) identify the recorded document; (ii) state that the recorded document
            has
            not been delivered to the Custodian due solely to a delay by the public
            recording office, (iii) state the amount of time generally required by
            the
            applicable recording office to record and return a document submitted
            for
            recordation, and (iv) specify the date the applicable recorded document
            will be
            delivered to the Custodian. The Company will be required to deliver the
            document
            to the Custodian by the date specified in (iv) above. An extension of
            the date
            specified in (iv) above may be requested from the Purchaser, which consent
            shall
            not be unreasonably withheld. In
            the
            event that any document described above has not been delivered to the
            Custodian
            by the date set forth in (iv) above or by the extended date as may be
            agreed to
            by both parties, then the Company shall, at Purchaser’s request, repurchase the
            related Mortgage Loan for which such documents have not been
            delivered.

          


          In
            the
            event that new, replacement, substitute or additional Stock Certificates
            are
            issued with respect to existing Cooperative Shares, the Company immediately
            shall deliver to the Custodian the new Stock Certificates, together with
            the
            related Stock Powers in blank. Such new Stock Certificates shall be subject
            to
            the related Pledge Instruments and shall be subject to all of the terms,
            covenants and conditions of this Agreement.

          


          Section
            2.04 Examination
            of Mortgage Files. 

          


          Prior
            to
            the Closing Date, the Company shall (a) deliver to the Purchaser in escrow,
            for
            examination, the Mortgage File for each Mortgage Loan, including a copy
            of the
            Assignment of Mortgage, pertaining to each Mortgage Loan, or (b) make
            the
            Mortgage Files available to the Purchaser for examination at the Company's
            offices or such other location as shall otherwise be agreed upon by the
            Purchaser and the Company. Such examination may be made by the Purchaser
            at any
            time before or after the Closing Date or by any prospective purchaser
            of the
            Mortgage Loans from the Purchaser, at any time after the Closing Date
            upon prior
            reasonable notice to the Company. The fact that the Purchaser or any
            prospective
            purchaser of the Mortgage Loans has conducted or has failed to conduct
            any
            partial or complete examination of the Mortgage Files shall not affect
            the
            Purchaser's (or any of its successor's) rights to demand repurchase,
            substitution or other relief or remedy as provided under this
            Agreement.

          


          Prior
            to
            Company’s receipt of the Purchase Price, the Purchaser shall cause the Custodian
            to act as bailee for the sole and exclusive benefit of the Company pursuant
            to
            the Custodial Agreement and act only in accordance with Company’s instructions.
            Upon the Company’s receipt of the Purchase Price, the Company shall provide
            notification to the Custodian to release ownership of the Mortgage Loan
            Documents to the Purchaser. Such notification shall be in a form of a
            written
            notice by facsimile or other electronic media, with a copy sent to the
            Purchaser. Subsequent to such release, such Mortgage Loan Documents shall
            be
            retained by the Custodian for the benefit of the Purchaser. All Mortgage
            Loan
            Documents related to Mortgage Loans not purchased by the Purchaser on
            the
            Closing Date, shall be maintained by the Custodian for the benefit of
            the
            Company and shall be returned to the Company within two (2) Business
            Days after
            the Closing Date. 

          


          Section
            2.05 Representations,
            Warranties and Agreements of Company. 

          


          The
            Company agrees and acknowledges that it shall, as a condition to the
            consummation of the transactions contemplated hereby, make the representations
            and warranties specified in Section 3.01 and 3.02 of this Agreement,
            as of the
            Closing Date. The Company, without conceding that the Mortgage Loans
            are
            securities, hereby makes the following additional representations, warranties
            and agreements which shall be deemed to have been made as of the Closing
            Date:

          


          
            	 	
                    (a)

                  	
                    neither
                      the Company nor anyone acting on its behalf has offered, transferred,
                      pledged, sold or otherwise disposed of any Mortgage Loans,
                      any interest in
                      any Mortgage Loans or any other similar security to, or solicited
                      any
                      offer to buy or accept a transfer, pledge or other disposition
                      of any
                      Mortgage Loans, any interest in any Mortgage Loans or any other
                      similar
                      security from, or otherwise approached or negotiated with respect
                      to any
                      Mortgage Loans, any interest in any Mortgage Loans or any other
                      similar
                      security with, any Person in any manner, or made any general
                      solicitation
                      by means of general advertising or in any other manner, or
                      taken any other
                      action which would constitute a distribution of the Mortgage
                      Loans under
                      the Securities Act or which would render the disposition of
                      any Mortgage
                      Loans a violation of Section 5 of the Securities Act or require
                      registration pursuant thereto, nor will it act, nor has it
                      authorized or
                      will it authorize any Person to act, in such manner with respect
                      to the
                      Mortgage Loans; and

                  


          

          


          
            	 	
                    (b)

                  	
                    the
                      Company has not dealt with any broker or agent or anyone else
                      who might be
                      entitled to a fee or commission in connection with this transaction
                      other
                      than the Purchaser.

                  


          

          


          Section
            2.06 Representation,
            Warranties and Agreement of Purchaser. 

          


          The
            Purchaser, without conceding that the Mortgage Loans are securities,
            hereby
            makes the following representations, warranties and agreements, which
            shall have
            been deemed to have been made as of the Closing Date.

          


          
            	 	
                    (a)

                  	
                    the
                      Purchaser understands that the Mortgage Loans have not been
                      registered
                      under the Securities Act or the securities laws of any
                      state;

                  


          

          


          
            	 	
                    (b)

                  	
                    the
                      Purchaser is acquiring the Mortgage Loans for its own account
                      only and not
                      for any other Person;

                  


          

          


          
            	 	
                    (c)

                  	
                    the
                      Purchaser considers itself a substantial, sophisticated institutional
                      investor having such knowledge and experience in financial
                      and business
                      matters that it is capable of evaluating the merits and risks
                      of
                      investment in the Mortgage Loans;

                  


          

          


          
            	 	
                    (d)

                  	
                    the
                      Purchaser has been furnished with all information regarding
                      the Mortgage
                      Loans which it has requested from the Company;
                      and

                  


          

          


          
            	 	
                    (e)

                  	
                    neither
                      the Purchaser nor anyone acting on its behalf offered, transferred,
                      pledged, sold or otherwise disposed of any Mortgage Loan, any
                      interest in
                      any Mortgage Loan or any other similar security to, or solicited
                      any offer
                      to buy or accept a transfer, pledge or other disposition of
                      any Mortgage
                      Loan, any interest in any Mortgage Loan or any other similar
                      security
                      from, or otherwise approached or negotiated with respect to
                      any Mortgage
                      Loan, any interest in any Mortgage Loan or any other similar
                      security
                      with, any Person in any manner, or made any general solicitation
                      by means
                      of general advertising or in any other manner, or taken any
                      other action
                      which would constitute a distribution of the Mortgage Loans
                      under the
                      Securities Act or which would render the disposition of any
                      Mortgage Loan
                      a violation of Section 5 of the Securities Act or require registration
                      pursuant thereto, nor will it act, nor has it authorized or
                      will it
                      authorize any Person to act, in such manner with respect to
                      the Mortgage
                      Loans.

                  


          

          


          Section
            2.07 Closing. 

          


          The
            closing for the purchase and sale of the Mortgage Loans, shall take place
            on the
            Closing Date. At the Purchaser's option, the closing shall be either:
            by
            telephone, confirmed by letter or wire as the parties shall agree; or
            conducted
            in Person, at such place as the parties shall agree.

          


          The
            closing shall be subject to each of the following conditions:

          


          
            	 	
                    (a)

                  	
                    all
                      of the representations and warranties of the Company under
                      this Agreement
                      shall be true and correct as of the Closing Date and no event
                      shall have
                      occurred which, with notice or the passage of time, would constitute
                      an
                      Event of Default under this
                      Agreement;

                  


          

          


          
            	 	
                    (b)

                  	
                    the
                      Purchaser shall have received, or the Purchaser's attorneys
                      shall have
                      received in escrow, all closing documents, in such forms as
                      are agreed
                      upon and acceptable to the Purchaser, duly executed by all
                      signatories
                      other than the Purchaser as required pursuant to the respective
                      terms
                      thereof;

                  


          

          


          
            	 	
                    (c)

                  	
                    the
                      Company shall have delivered to the Custodian under this Agreement
                      all
                      documents required pursuant to this Agreement;
                      and

                  


          

          


          
            	 	
                    (d)

                  	
                    all
                      other terms and conditions of this Agreement shall have been
                      complied
                      with.

                  


          

          


          Subject
            to the foregoing conditions, the Purchaser shall pay to the Company on
            the
            Closing Date the Purchase Price by wire transfer of immediately available
            funds
            to the account designated by the Company.

          


          Section
            2.08 Closing
            Documents. 

          


          With
            respect to the Mortgage Loans, the closing documents shall consist of
            fully
            executed originals of the following documents:

          


          
            	 	
                    (a)

                  	
                    this
                      Agreement, dated as of the Cut-off Date, in two
                      counterparts;

                  


          

          


          
            	 	
                    (b)

                  	
                    the
                      Custodial Agreement, in three counterparts, in the form attached
                      as
                      Exhibit D to this Agreement;

                  


          

          


          
            	 	
                    (c)

                  	
                    the
                      Mortgage Loan Schedule, one copy to be attached to each counterpart
                      of
                      this Agreement;

                  


          

          


          
            	 	
                    (d)

                  	
                    a
                      receipt and certification, as required under the Custodial
                      Agreement;

                  


          

          


          
            	(e)        
                      	
                    an
                      Opinion of Counsel of the Company, in the form of Exhibit E
                      hereto;
                      

                  


          

          


          
            	(f)         
                     	
                    an
                      Officer’s Certificate of the Company, in the form of Exhibit F hereto;
                      and

                  


          

          


          
            	(g)       
                      	
                    the
                      Commitment Letter.

                  


          

          


           

          ARTICLE
            III

           

          REPRESENTATIONS
            AND WARRANTIES REMEDIES AND BREACH

           

          


          Section
            3.01 Company
            Representations and Warranties.

           

          The
            Company hereby represents and warrants to the Purchaser that, as of the
            Closing
            Date:

          


          
            	 	
                    (a)

                  	
                    Due
                      Organization and Authority.

                  


          

          


          
            	 	 	
                    The
                      Company is a national banking association duly organized, validly
                      existing
                      and in good standing under the laws of the United States and
                      has all
                      licenses necessary to carry on its business as now being conducted
                      and is
                      licensed, qualified and in good standing in each state where
                      a Mortgaged
                      Property is located if the laws of such state require licensing
                      or
                      qualification in order to conduct business of the type conducted
                      by the
                      Company, and in any event the Company is in compliance with
                      the laws of
                      any such state to the extent necessary to ensure the enforceability
                      of the
                      related Mortgage Loan and the servicing of such Mortgage Loan
                      in
                      accordance with the terms of this Agreement; the Company has
                      the full
                      power and authority to execute and deliver this Agreement and
                      to perform
                      in accordance herewith; the execution, delivery and performance
                      of this
                      Agreement (including all instruments of transfer to be delivered
                      pursuant
                      to this Agreement) by the Company and the consummation of the
                      transactions
                      contemplated hereby have been duly and validly authorized;
                      this Agreement
                      evidences the valid, binding and enforceable obligation of
                      the Company;
                      and all requisite action has been taken by the Company to make
                      this
                      Agreement valid and binding upon the Company in accordance
                      with its
                      terms;

                  


          

          


          
            	 	
                    (b)

                  	
                    Ordinary
                      Course of Business.

                  


          

          


          
            	 	 	
                    The
                      consummation of the transactions contemplated by this Agreement
                      are in the
                      ordinary course of business of the Company, who is in the business
                      of
                      selling and servicing loans, and the transfer, assignment and
                      conveyance
                      of the Mortgage Notes and the Mortgages by the Company pursuant
                      to this
                      Agreement are not subject to the bulk transfer or any similar
                      statutory
                      provisions in effect in any applicable
                      jurisdiction;

                  


          

          


          
            	 	
                    (c)

                  	
                    No
                      Conflicts.

                  


          

          


          
            	 	 	
                    Neither
                      the execution and delivery of this Agreement, the acquisition
                      of the
                      Mortgage Loans by the Company, the sale of the Mortgage Loans
                      to the
                      Purchaser or the transactions contemplated hereby, nor the
                      fulfillment of
                      or compliance with the terms and conditions of this Agreement
                      will
                      conflict with or result in a breach of any of the terms, articles
                      of
                      incorporation or by-laws or any legal restriction or any agreement
                      or
                      instrument to which the Company is now a party or by which
                      it is bound, or
                      constitute a default or result in the violation of any law,
                      rule,
                      regulation, order, judgment or decree to which the Company
                      or its property
                      is subject, or impair the ability of the Purchaser to realize
                      on the
                      Mortgage Loans, or impair the value of the Mortgage
                      Loans;

                  


          

          


          
            	 	
                    (d)

                  	
                    Ability
                      to Service.

                  


          

          


          
            	 	 	
                    The
                      Company is an approved seller/servicer of conventional residential
                      mortgage loans for Fannie Mae or Freddie Mac, with the facilities,
                      procedures, and experienced personnel necessary for the sound
                      servicing of
                      mortgage loans of the same type as the Mortgage Loans. The
                      Company is in
                      good standing to sell mortgage loans to and service mortgage
                      loans for
                      Fannie Mae or Freddie Mac, and no event has occurred, including
                      but not
                      limited to a change in insurance coverage, which would make
                      the Company
                      unable to comply with Fannie Mae or Freddie Mac eligibility
                      requirements
                      or which would require notification to either Fannie Mae or
                      Freddie
                      Mac;

                  


          

          


          
            	 	
                    (e)

                  	
                    Reasonable
                      Servicing Fee.

                  


          

          


          
            	 	 	
                    The
                      Company acknowledges and agrees that the Servicing Fee represents
                      reasonable compensation for performing such services and that
                      the entire
                      Servicing Fee shall be treated by the Company, for accounting
                      and tax
                      purposes, as compensation for the servicing and administration
                      of the
                      Mortgage Loans pursuant to this
                      Agreement;

                  


          

          


          
            	 	
                    (f)

                  	
                    Ability
                      to Perform.

                  


          

          


          
            	 	 	
                    The
                      Company does not believe, nor does it have any reason or cause
                      to believe,
                      that it cannot perform each and every covenant contained in
                      this
                      Agreement. The Company is solvent and the sale of the Mortgage
                      Loans will
                      not cause the Company to become insolvent. The sale of the
                      Mortgage Loans
                      is not undertaken to hinder, delay or defraud any of the Company's
                      creditors;

                  


          

          


          
            	 	
                    (g)

                  	
                    No
                      Litigation Pending.

                  


          

          


          
            	 	 	
                    There
                      is no action, suit, proceeding or investigation pending or
                      threatened
                      against the Company which, either in any one instance or in
                      the aggregate,
                      may result in any material adverse change in the business,
                      operations,
                      financial condition, properties or assets of the Company, or
                      in any
                      material impairment of the right or ability of the Company
                      to carry on its
                      business substantially as now conducted, or in any material
                      liability on
                      the part of the Company, or which would draw into question
                      the validity of
                      this Agreement or the Mortgage Loans or of any action taken
                      or to be
                      contemplated herein, or which would be likely to impair materially
                      the
                      ability of the Company to perform under the terms of this
                      Agreement;

                  


          

          


          
            	 	
                    (h)

                  	
                    No
                      Consent Required.

                  


          

          


          
            	 	 	
                    No
                      consent, approval, authorization or order of any court or governmental
                      agency or body is required for the execution, delivery and
                      performance by
                      the Company of or compliance by the Company with this Agreement
                      or the
                      sale of the Mortgage Loans as evidenced by the consummation
                      of the
                      transactions contemplated by this Agreement, or if required,
                      such approval
                      has been obtained prior to the Closing
                      Date;

                  


          

          


          
            	 	
                    (i)

                  	
                    Selection
                      Process.
                      

                  


          

          


          The
            Mortgage Loans were selected from among the outstanding adjustable rate
            and
            fixed rate one- to four-family mortgage loans in the Company's mortgage
            banking
            portfolio at the Closing Date as to which the representations and warranties
            set
            forth in Section 3.02 could be made and such selection was not made in
            a manner
            so as to affect adversely the interests of the Purchaser;

          


          
            	 	
                    (j)

                  	
                    No
                      Untrue Information.

                  


          

          


          
            	 	 	
                    Neither
                      this Agreement nor any statement, report or other document
                      furnished or to
                      be furnished pursuant to this Agreement or in connection with
                      the
                      transactions contemplated hereby contains any untrue statement
                      of fact or
                      omits to state a fact necessary to make the statements contained
                      therein
                      not misleading;

                  


          

          


          
            	 	
                    (k)

                  	
                    Sale
                      Treatment.

                  


          

          


          
            	 	 	
                    The
                      Company has determined that the disposition of the Mortgage
                      Loans pursuant
                      to this Agreement will be afforded sale treatment for accounting
                      and tax
                      purposes; 

                  


          

          


          
            	 	
                    (l)

                  	
                    No
                      Material Change.
                      

                  


          

          


          
            	 	 	
                    There
                      has been no material adverse change in the business, operations,
                      financial
                      condition or assets of the Company since the date of the Company’s most
                      recent financial statements; 

                  


          

          


          
            	 	
                    (m)

                  	
                    No
                      Brokers’ Fees.

                  


          

          


          
            	 	 	
                    The
                      Company has not dealt with any broker, investment banker, agent
                      or other
                      Person that may be entitled to any commission or compensation
                      in the
                      connection with the sale of the Mortgage Loans;


                  


          

          


          (n)         
             Fair
            Consideration. 

          


          The
            consideration received by the Company upon the sale of the Mortgage Loans
            under
            this Agreement constitutes fair consideration and reasonably equivalent
            value
            for the Mortgage Loans; and

          


          
            	(o)        
                      	
                    MERS.

                  


          

          


          The
            Company is a member of MERS in good standing.

          


          


          Section
            3.02 Representations
            and Warranties Regarding Individual Mortgage Loans.

          


          As
            to
            each Mortgage Loan, the Company hereby represents and warrants to the
            Purchaser
            that as of the Closing Date:

          


          
            	 	
                    (a)

                  	
                    Mortgage
                      Loans as Described.

                  


          

          


          
            	 	 	
                    The
                      information set forth in the Mortgage Loan Schedule attached
                      hereto as
                      Exhibit A and the information contained on the Data File delivered
                      to the
                      Purchaser is true and correct;

                  


          

          


          
            	 	
                    (b)

                  	
                    Payments
                      Current.

                  


          

          


          
            	 	 	
                    All
                      payments required to be made up to the Cut-off Date for the
                      Mortgage Loan
                      under the terms of the Mortgage Note have been made and credited.
                      No
                      payment under any Mortgage Loan has been thirty (30) days delinquent
                      more
                      than one (1) time within twelve (12) months prior to the Closing
                      Date;

                  


          

          


          
            	 	
                    (c)

                  	
                    No
                      Outstanding Charges.

                  


          

          


          
            	 	 	
                    There
                      are no defaults in complying with the terms of the Mortgages,
                      and all
                      taxes, governmental assessments, insurance premiums, leasehold
                      payments,
                      water, sewer and municipal charges, which previously became
                      due and owing
                      have been paid, or an escrow of funds has been established
                      in an amount
                      sufficient to pay for every such item which remains unpaid
                      and which has
                      been assessed but is not yet due and payable. The Company has
                      not advanced
                      funds, or induced, or solicited directly or indirectly, the
                      payment of any
                      amount required under the Mortgage Loan, except for interest
                      accruing from
                      the date of the Mortgage Note or date of disbursement of the
                      Mortgage Loan
                      proceeds, whichever is later, to the day which precedes by
                      one month the
                      Due Date of the first installment of principal and
                      interest;

                  


          

          


          
            	 	
                    (d)

                  	
                    Original
                      Terms Unmodified.

                  


          

          


          
            	 	 	
                    The
                      terms of the Mortgage Note and Mortgage have not been impaired,
                      waived,
                      altered or modified in any respect, except by a written instrument
                      which
                      has been recorded, if necessary, to protect the interests of
                      the Purchaser
                      and which has been delivered to the Custodian. The substance
                      of any such
                      waiver, alteration or modification has been approved by the
                      issuer of any
                      related PMI Policy and the title insurer, to the extent required
                      by the
                      policy, and its terms are reflected on the Mortgage Loan Schedule.
                      No
                      Mortgagor has been released, in whole or in part, except in
                      connection
                      with an assumption agreement approved by the issuer of any
                      related PMI
                      Policy and the title insurer, to the extent required by the
                      policy, and
                      which assumption agreement is part of the Mortgage File delivered
                      to the
                      Custodian and the terms of which are reflected in the Mortgage
                      Loan
                      Schedule;

                  


          

          


          
            	 	
                    (e)

                  	
                    No
                      Defenses.

                  


          

          


          
            	 	 	
                    The
                      Mortgage Loan is not subject to any right of rescission, set-off,
                      counterclaim or defense, including without limitation the defense
                      of
                      usury, nor will the operation of any of the terms of the Mortgage
                      Note or
                      the Mortgage, or the exercise of any right thereunder, render
                      either the
                      Mortgage Note or the Mortgage unenforceable, in whole or in
                      part, or
                      subject to any right of rescission, set-off, counterclaim or
                      defense,
                      including without limitation the defense of usury, and no such
                      right of
                      rescission, set-off, counterclaim or defense has been asserted
                      with
                      respect thereto;

                  


          

          


          
            	 	
                    (f)

                  	
                    No
                      Satisfaction of Mortgage.

                  


          

          


          
            	 	 	
                    The
                      Mortgage has not been satisfied, canceled, subordinated or
                      rescinded, in
                      whole or in part, and the Mortgaged Property has not been released
                      from
                      the lien of the Mortgage, in whole or in part, nor has any
                      instrument been
                      executed that would effect any such satisfaction, release,
                      cancellation,
                      subordination or rescission. The
                      Company has not waived the performance by the Mortgagor of
                      any action, if
                      the Mortgagor’s failure to perform such action would cause the Mortgage
                      Loan to be in default, nor has the Company waived any default
                      resulting
                      from any action or inaction by the Mortgagor;

                  


          

          


          
            	 	
                    (g)

                  	
                    Validity
                      of Mortgage Documents.

                  


          

          


          
            	 	 	
                    The
                      Mortgage Note and the Mortgage and related documents are genuine,
                      and each
                      is the legal, valid and binding obligation of the maker thereof
                      enforceable in accordance with its terms. All parties to the
                      Mortgage Note
                      and the Mortgage had legal capacity to enter into the Mortgage
                      Loan and to
                      execute and deliver the Mortgage Note and the Mortgage, and
                      the Mortgage
                      Note and the Mortgage have been duly and properly executed
                      by such
                      parties;

                  


          

          


          With
            respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the
            Pledge
            Agreement, and related documents are genuine, and each is the legal,
            valid and
            binding obligation of the maker thereof enforceable in accordance with
            its
            terms. All parties to the Mortgage Note, the Mortgage, the Pledge Agreement,
            the
            Proprietary Lease, the Stock Power, Recognition Agreement and the Assignment
            of
            Proprietary Lease had legal capacity to enter into the Mortgage Loan
            and to
            execute and deliver such documents, and such documents have been duly
            and
            properly executed by such parties;

          


          (h) No
            Fraud.

          


          
            	 	 	
                    No
                      error, omission, misrepresentation, negligence, fraud or similar
                      occurrence with respect to a Mortgage Loan has taken place
                      on the part of
                      the Company, or the Mortgagor, or to the best of the Company’s knowledge,
                      any appraiser, any builder, or any developer, or any other
                      party involved
                      in the origination of the Mortgage Loan or in the application
                      of any
                      insurance in relation to such Mortgage
                      Loan;

                  


          

          


          
            	 	
                    (i)

                  	
                    Compliance
                      with Applicable Laws.

                  


          

          


          
            	 	 	
                    Any
                      and all requirements of any federal, state or local law including,
                      without
                      limitation, usury, truth-in-lending, real estate settlement
                      procedures,
                      consumer credit protection and privacy, equal credit opportunity,
                      disclosure or predatory and abusive lending laws applicable
                      to the
                      Mortgage Loan have been complied with. All inspections, licenses and
                      certificates required to be made or issued with respect to
                      all occupied
                      portions of the Mortgaged Property and, with respect to the
                      use and
                      occupancy of the same, including, but not limited to, certificates
                      of
                      occupancy and fire underwriting certificates, have been made
                      or obtained
                      from the appropriate authorities. Each Mortgage File contains
                      evidence of
                      such compliance as required by applicable law or
                      regulation;

                  


          

          


          
            	 	
                    (j)

                  	
                    Location
                      and Type of Mortgaged Property.

                  


          

          


          
            	 	 	
                    The
                      Mortgaged Property is located in the state identified in the
                      Mortgage Loan
                      Schedule and consists of a contiguous parcel of real property
                      with a
                      detached single family residence erected thereon, or a two-
                      to four-family
                      dwelling, or an individual condominium unit in a condominium
                      project, or
                      an individual unit in a planned unit development or a townhouse,
                      provided,
                      however, that any condominium project or planned unit development
                      shall
                      conform with the applicable Fannie Mae or Freddie Mac requirements,
                      or the
                      Underwriting Guidelines, regarding such dwellings, and no residence
                      or
                      dwelling is a mobile home, log home, manufactured dwelling
                      or Cooperative
                      Loan. As of the respective appraisal date for each Mortgaged
                      Property, any
                      Mortgaged Property being used for commercial purposes conforms
                      to the
                      Underwriting Guidelines and, to the best of the Company’s knowledge, since
                      the date of such appraisal, no portion of the Mortgaged Property
                      has been
                      used for commercial purposes outside of the Underwriting
                      Guidelines;

                  


          

          


          (k)        
             Valid
            First Lien.

          


          
            	 	 	
                    Each
                      First Lien Mortgage Loan is a valid, subsisting and enforceable
                      First Lien
                      on the Mortgaged Property, including all buildings on the Mortgaged
                      Property and all installations and mechanical, electrical,
                      plumbing,
                      heating and air conditioning systems located in or annexed
                      to such
                      buildings, and all additions, alterations and replacements
                      made at any
                      time with respect to the foregoing. The lien of the Mortgage
                      is subject
                      only to:

                  


          

          


          
            	 	
                    (1)

                  	
                    the
                      lien of current real property taxes and assessments not yet
                      due and
                      payable;

                  


          

          


          
            	 	
                    (2)

                  	
                    covenants,
                      conditions and restrictions, rights of way, easements and other
                      matters of
                      the public record as of the date of recording acceptable to
                      mortgage
                      lending institutions generally and specifically referred to
                      in the
                      lender's title insurance policy delivered to the originator
                      of the
                      Mortgage Loan and (i) referred to or otherwise considered in
                      the appraisal
                      made for the originator of the Mortgage Loan and (ii) which
                      do not
                      adversely affect the Appraised Value of the Mortgaged Property
                      set forth
                      in such appraisal; and

                  


          

          


          
            	 	
                    (3)

                  	
                    other
                      matters to which like properties are commonly subject which
                      do not
                      individually or in the aggregate, materially interfere with
                      the benefits
                      of the security intended to be provided by the mortgage or
                      the use,
                      enjoyment, value or marketability of the related Mortgaged
                      Property.

                  


          

          


          
            	 	 	
                    Any
                      security agreement, chattel mortgage or equivalent document
                      related to and
                      delivered in connection with each First Lien Mortgage Loan
                      establishes and
                      creates a valid, subsisting and enforceable First Lien and
                      first priority
                      security interest on the property described therein and the
                      Company has
                      full right to sell and assign the same to the Purchaser;
                      

                  


          

          


          With
            respect to each Cooperative Loan, each Pledge Agreement creates a valid,
            enforceable and subsisting first security interest in the Cooperative
            Shares and
            Proprietary Lease, subject only to (i) the lien of the related Cooperative
            for
            unpaid assessments representing the Mortgagor’s pro rata share of the
            Cooperative’s payments for its blanket mortgage, current and future real
            property taxes, insurance premiums, maintenance fees and other assessments
            to
            which like collateral is commonly subject and (ii) other matters to which
            like
            collateral is commonly subject which do not materially interfere with
            the
            benefits of the security intended to be provided by the Pledge Agreement;
            provided, however, that the appurtenant Proprietary Lease may be subordinated
            or
            otherwise subject to the lien of any mortgage on the Project; 

          


          (l)         
             Full
            Disbursement of Proceeds.

          


          
            	 	 	
                    The
                      proceeds of the Mortgage Loan have been fully disbursed, except
                      for
                      escrows established or created due to seasonal weather conditions,
                      and
                      there is no requirement for future advances thereunder. All
                      costs, fees
                      and expenses incurred in making or closing the Mortgage Loan
                      and the
                      recording of the Mortgage were paid, and the Mortgagor is not
                      entitled to
                      any refund of any amounts paid or due under the Mortgage Note
                      or
                      Mortgage;

                  


          

          


          
            	 	
                    (m)

                  	
                    Consolidation
                      of Future Advances.

                  


          

          


          
            	 	 	
                    Any
                      future advances made prior to the Cut-off Date, have been consolidated
                      with the outstanding principal amount secured by the Mortgage,
                      and the
                      secured principal amount, as consolidated, bears a single interest
                      rate
                      and single repayment term reflected on the Mortgage Loan Schedule.
                      The
                      lien of the Mortgage securing the consolidated principal amount
                      is
                      expressly insured as having first lien priority (or second
                      lien priority
                      for each Mortgage Loan identified on the Mortgage Loan Schedule
                      as being a
                      Second Lien Mortgage Loan) by a title insurance policy, an
                      endorsement to
                      the policy insuring the mortgagee’s consolidated interest or by other
                      title evidence acceptable to Fannie Mae or Freddie Mac; the
                      consolidated
                      principal amount does not exceed the original principal amount
                      of the
                      Mortgage Loan; the Company shall not make future advances after
                      the
                      Cut-off Date;

                  


          

          


          (n)        
             Ownership.

          


          
            	 	 	
                    The
                      Company is the sole owner of record and holder of the Mortgage
                      Loan and
                      the related Mortgage Note and the Mortgage are not assigned
                      or pledged,
                      and the Company has good and marketable title thereto and has
                      full right
                      and authority to transfer and sell the Mortgage Loan to the
                      Purchaser. The
                      Company is transferring the Mortgage Loan free and clear of
                      any and all
                      encumbrances, liens, pledges, equities, participation interests,
                      claims,
                      charges or security interests of any nature encumbering such
                      Mortgage
                      Loan;

                  


          

          


          (o)        
             Origination/Doing
            Business.

          


          
            	 	 	
                    The
                      Mortgage Loan was originated by a savings and loan association,
                      a savings
                      bank, a commercial bank, a credit union, an insurance company,
                      or similar
                      institution which is supervised and examined by a federal or
                      state
                      authority or by a mortgagee approved by the Secretary of Housing
                      and Urban
                      Development pursuant to Sections 203 and 211 of the National
                      Housing Act.
                      All parties which have had any interest in the Mortgage Loan,
                      whether as
                      mortgagee, assignee, pledgee or otherwise, are (or, during
                      the period in
                      which they held and disposed of such interest, were) (1) in
                      compliance
                      with any and all applicable licensing requirements of the laws
                      of the
                      state wherein the Mortgaged Property is located, and (2) organized
                      under
                      the laws of such state, or (3) qualified to do business in
                      such state, or
                      (4) federal savings and loan associations or national banks
                      having
                      principal offices in such state, or (5) not doing business
                      in such
                      state;

                  


          

          


          (p)        
             LTV,
            PMI Policy.

          


          
            	 	 	
                    No
                      Mortgage Loan has an LTV or CLTV greater than 100%. If the
                      LTV of the
                      Mortgage Loan was greater than 80% at the time of origination,
                      a portion
                      of the unpaid principal balance of the Mortgage Loan is and
                      will be
                      insured as to payment defaults by a PMI Policy. If the Mortgage
                      Loan is
                      insured by a PMI Policy for which the Mortgagor pays all premiums,
                      the
                      coverage will remain in place until (i) the LTV decreases to
                      78% or (ii)
                      the PMI Policy is otherwise terminated pursuant to the Homeowners
                      Protection Act of 1998, 12 USC §4901, et seq. At its origination, no
                      Mortgage Loan secured by a second lien on the Mortgaged Property
                      had a
                      combined LTV greater than 100%. All provisions of such PMI
                      Policy have
                      been and are being complied with, such policy is in full force
                      and effect,
                      and all premiums due thereunder have been paid. The Qualified
                      Insurer has
                      a claims paying ability acceptable to Fannie Mae or Freddie
                      Mac. Any
                      Mortgage Loan subject to a PMI Policy obligates the Mortgagor
                      thereunder
                      to maintain the PMI Policy and to pay all premiums and charges
                      in
                      connection therewith. The Mortgage Interest Rate for the Mortgage
                      Loan as
                      set forth on the Mortgage Loan Schedule is net of any such
                      insurance
                      premium;

                  


          

          


          (q)       
             Title
            Insurance.

          


          
            	 	 	
                    The
                      Mortgage Loan is covered by an ALTA lender's title insurance
                      policy (or in
                      the case of any Mortgage Loan secured by a Mortgaged Property
                      located in a
                      jurisdiction where such policies are generally not available,
                      an opinion
                      of counsel of the type customarily rendered in such jurisdiction
                      in lieu
                      of title insurance) or other generally acceptable form of policy
                      of
                      insurance acceptable to Fannie Mae or Freddie Mac, issued by
                      a title
                      insurer acceptable to Fannie Mae or Freddie Mac and qualified
                      to do
                      business in the jurisdiction where the Mortgaged Property is
                      located,
                      insuring the Company, its successors and assigns, as to the
                      first priority
                      lien (or second priority if such Mortgage Loan is a Second
                      Lien Mortgage
                      Loan) of the Mortgage in the original principal amount of the
                      Mortgage
                      Loan, subject only to the exceptions contained in clauses (1),
                      (2) and (3)
                      of Paragraph (k) of this Section 3.02 and against any loss
                      by reason of
                      the invalidity or unenforceability of the lien resulting from
                      the
                      provisions of the Mortgage providing for adjustment to the
                      Mortgage
                      Interest Rate and Monthly Payment. Additionally, such lender’s title
                      insurance policy includes no exceptions regarding ingress,
                      egress or
                      encroachments that impact the value or the marketability of
                      the Mortgaged
                      Property. The Company is the sole insured of such lender's
                      title insurance
                      policy, and such lender's title insurance policy is in full
                      force and
                      effect and will be in force and effect upon the consummation
                      of the
                      transactions contemplated by this Agreement. No claims have
                      been made
                      under such lender's title insurance policy, and no prior holder
                      of the
                      Mortgage, including the Company, has done, by act or omission,
                      anything
                      which would impair the coverage of such lender's title insurance
                      policy;

                  


          

          


          (r)         
             No
            Defaults.

          


          
            	 	 	
                    There
                      is no default, breach, violation or event of acceleration existing
                      under
                      the Mortgage or the Mortgage Note and no event which, with
                      the passage of
                      time or with notice and the expiration of any grace or cure
                      period, would
                      constitute a default, breach, violation or event of acceleration,
                      and
                      neither the Company nor its predecessors have waived any default,
                      breach,
                      violation or event of acceleration;


                  


          

          


          (s)        
             No
            Mechanics' Liens.

          


          
            	 	 	
                    There
                      are no mechanics' or similar liens or claims which have been
                      filed for
                      work, labor or material (and no rights are outstanding that
                      under the law
                      could give rise to such liens) affecting the related Mortgaged
                      Property
                      which are or may be liens prior to, or equal or coordinate
                      with, the lien
                      of the related Mortgage which are not insured against by the
                      title
                      insurance policy referenced in Paragraph (q)
                      above;

                  


          

          


          (t)         
             Location
            of Improvements; No Encroachments.

          


          
            	 	 	
                    Except
                      as insured against by the title insurance policy referenced
                      in Paragraph
                      (q) above, all improvements which were considered in determining
                      the
                      Appraised Value of the Mortgaged Property lay wholly within
                      the boundaries
                      and building restriction lines of the Mortgaged Property and
                      no
                      improvements on adjoining properties encroach upon the Mortgaged
                      Property.
                      No improvement located on or being part of the Mortgaged Property
                      is in
                      violation of any applicable zoning law or
                      regulation;

                  


          

          


          
            	 	
                    (u)

                  	
                    Payment
                      Terms.

                  


          

          


          
            	 	 	
                    Except
                      with respect to the Interest Only Mortgage Loans, principal
                      payments
                      commenced no more than sixty (60) days after the funds were
                      disbursed to
                      the Mortgagor in connection with the Mortgage Loan. The Mortgage
                      Loans
                      have an original term to maturity of not more than thirty (30)
                      years, with
                      interest payable in arrears each month. With respect to each
                      Balloon Loan,
                      the Mortgage Loan is payable in equal monthly installments
                      of principal
                      and interest based on a fifteen (15) or thirty (30) year amortization
                      schedule, as set forth in the related Mortgage Note, and a
                      final lump sum
                      payment substantially greater than the preceding Monthly Payment
                      is
                      required which is sufficient to amortize the remaining principal
                      balance
                      of the Balloon Loan. No Balloon Loan has an original stated
                      maturity of
                      less than seven (7) years. As to each Adjustable Rate Mortgage
                      Loan on
                      each applicable Adjustment Date, the Mortgage Interest Rate
                      will be
                      adjusted to equal the sum of the Index plus the applicable
                      Gross Margin,
                      rounded up or down to the nearest multiple of 0.125% indicated
                      by the
                      Mortgage Note; provided that the Mortgage Interest Rate will
                      not increase
                      or decrease by more than the Periodic Interest Rate Cap on
                      any Adjustment
                      Date, and will in no event exceed the maximum Mortgage Interest
                      Rate or be
                      lower than the minimum Mortgage Interest Rate listed on the
                      Mortgage Note
                      for such Mortgage Loan. Each Mortgage Note requires a monthly
                      payment
                      which is sufficient, during the period prior to the first adjustment
                      to
                      the Mortgage Interest Rate, to fully amortize the outstanding
                      principal
                      balance as of the first day of such period over the then remaining
                      term of
                      such Mortgage Note and to pay interest at the related Mortgage
                      Interest
                      Rate. As to each Adjustable Rate Mortgage Loan, if the related
                      Mortgage
                      Interest Rate changes on an Adjustment Date, the then outstanding
                      principal balance will be reamortized over the remaining life
                      of such
                      Mortgage Loan. No Mortgage Loan contains terms or provisions
                      which would
                      result in negative amortization; 

                  


          

          


          (v)        
             Customary
            Provisions.

          


          
            	 	 	
                    The
                      Mortgage and related Mortgage Note contain customary and enforceable
                      provisions such as to render the rights and remedies of the
                      holder thereof
                      adequate for the realization against the Mortgaged Property
                      of the
                      benefits of the security provided thereby, including, (i) in
                      the case of a
                      Mortgage designated as a deed of trust, by trustee's sale,
                      and (ii)
                      otherwise by judicial foreclosure. There is no homestead or
                      other
                      exemption available to a Mortgagor which would interfere with
                      the right to
                      sell the Mortgaged Property at a trustee's sale or the right
                      to foreclose
                      the Mortgage;

                  


          

          


          (w)       
             Occupancy
            of the Mortgaged Property.

          


          
            	 	 	
                    As
                      of the date of origination, the Mortgaged Property was lawfully
                      occupied
                      under applicable law and to the best of the Company's knowledge,
                      the
                      Mortgaged Property is lawfully occupied as of the Closing
                      Date;

                  


          

          


          (x)         
             No
            Additional Collateral.

          


          
            	 	 	
                    The
                      Mortgage Note is not and has not been secured by any collateral,
                      pledged
                      account or other security except the lien of the corresponding
                      Mortgage
                      and the security interest of any applicable security agreement
                      or chattel
                      mortgage referred to in Paragraph (k)
                      above;

                  


          

          


          (y)       
             Deeds
            of Trust.

          


          
            	 	 	
                    In
                      the event the Mortgage constitutes a deed of trust, a trustee,
                      duly
                      qualified under applicable law to serve as such, has been properly
                      designated and currently so serves and is named in the Mortgage,
                      and no
                      fees or expenses are or will become payable by the Mortgagee
                      to the
                      trustee under the deed of trust, except in connection with
                      a trustee's
                      sale after default by the
                      Mortgagor;

                  


          

          


          (z)       
              Acceptable
            Investment.

          


          
            	 	 	
                    The
                      Company has no knowledge of any circumstances or conditions
                      with respect
                      to the Mortgage Loan, the Mortgaged Property, the Mortgagor
                      or the
                      Mortgagor's credit standing that can reasonably be expected
                      to cause
                      private institutional investors to regard the Mortgage Loan
                      as an
                      unacceptable investment, cause the Mortgage Loan to become
                      delinquent, or
                      adversely affect the value or marketability of the Mortgage
                      Loan;

                  


          

          


          (aa)      
             Transfer
            of Mortgage Loans.

          


          
            	 	 	
                    If
                      the Mortgage Loan is not a MERS Mortgage Loan, the Assignment
                      of Mortgage
                      upon the insertion of the name of the assignee and recording
                      information
                      is in recordable form and is acceptable for recording under
                      the laws of
                      the jurisdiction in which the Mortgaged Property is
                      located;

                  


          

          


          (bb)      
             Mortgaged
            Property Undamaged.

          


          
            	 	 	
                    The
                      Mortgaged Property is undamaged by waste, fire, earthquake
                      or earth
                      movement, windstorm, flood, tornado or other casualty so as
                      to affect
                      adversely the value of the Mortgaged Property as security for
                      the Mortgage
                      Loan or the use for which the premises were
                      intended;

                  


          

          


          (cc)       
             Servicing
            Practices; Escrow Deposits.

          


          
            	 	 	
                    The
                      origination, servicing and collection practices used with respect
                      to the
                      Mortgage Loan have been in accordance with Accepted Servicing
                      Practices,
                      and have been in all material respects legal, proper and in
                      accordance
                      with the terms of the Mortgage Note. With respect to escrow
                      deposits and
                      Escrow Payments, all such payments are in the possession of
                      the Company
                      and there exist no deficiencies in connection therewith for
                      which
                      customary arrangements for repayment thereof have not been
                      made. All
                      Escrow Payments have been collected in full compliance with
                      state and
                      federal law. No escrow deposits or Escrow Payments or other
                      charges or
                      payments due the Company have been capitalized under the Mortgage
                      Note;

                  


          

          


          (dd)      
             No
            Condemnation.

          


          
            	 	 	
                    There
                      is no proceeding pending or to the best of the Company’s knowledge
                      threatened for the total or partial condemnation of the related
                      Mortgaged
                      Property;

                  


          

          


          (ee)        The
            Appraisal.

          


          
            	 	 	
                    The
                      Mortgage File contains an appraisal of the related Mortgaged
                      Property
                      which generally conforms to the requirements of Fannie Mae
                      and Freddie Mac
                      which was conducted by an appraiser who had no interest, direct
                      or
                      indirect, in the Mortgaged Property or in any loan made on
                      the security
                      thereof; and whose compensation is not affected by the approval
                      or
                      disapproval of the Mortgage Loan, and the appraisal and the
                      appraiser both
                      satisfy the applicable requirements of Title XI of the Financial
                      Institution Reform, Recovery, and Enforcement Act of 1989 and
                      the
                      regulations promulgated thereunder, all as in effect on the
                      date the
                      Mortgage Loan was originated;

                  


          

          


          (ff)       
             Insurance.

          


          
            	 	 	
                    The
                      Mortgaged Property securing each Mortgage Loan is insured by
                      an insurer
                      acceptable to Fannie Mae or Freddie Mac against loss by fire
                      and such
                      hazards as are covered under a standard extended coverage endorsement
                      and
                      such other hazards as are customary in the area where the Mortgaged
                      Property is located pursuant to insurance policies conforming
                      to the
                      requirements of Section 4.10, in an amount which is at least
                      equal to the
                      lesser of (a) 100% of the insurable value, on a replacement
                      cost basis, of
                      the improvements on the related Mortgaged Property, or (b)
                      the greater of
                      (i) either (1) the outstanding principal balance of the Mortgage
                      Loan with
                      respect to each First Lien Mortgage Loan or (2) with respect
                      to each
                      Second Lien Mortgage Loan, the sum of the outstanding principal
                      balance of
                      the First Lien on such Mortgage Loan and the outstanding principal
                      balance
                      of such Second Lien Mortgage Loan, or and (ii) an amount such
                      that the
                      proceeds of such insurance shall be sufficient to avoid the
                      application to
                      the Mortgagor or loss payee of any co-insurance clause under
                      the policy.
                      If the Mortgaged Property is a condominium unit, it is included
                      under the
                      coverage afforded by a blanket policy for the project. If the
                      improvements
                      on the Mortgaged Property are in an area identified in the
                      Federal
                      Register by the Federal Emergency Management Agency as having
                      special
                      flood hazards, a flood insurance policy meeting the requirements
                      of the
                      current guidelines of the Federal Insurance Administration
                      is in effect
                      with a generally acceptable insurance carrier, in an amount
                      representing
                      coverage not less than the least of (A) the outstanding principal
                      balance of the Mortgage Loan, (B) the full insurable value and
                      (C) the maximum amount of insurance which was available under the
                      Flood Disaster Protection Act of 1973, as amended. All individual
                      insurance policies contain a standard mortgagee clause naming
                      the Company
                      and its successors and assigns as mortgagee, and all premiums
                      thereon have
                      been paid. The Mortgage obligates the Mortgagor thereunder
                      to maintain a
                      hazard insurance policy at the Mortgagor's cost and expense,
                      and on the
                      Mortgagor's failure to do so, authorizes the holder of the
                      Mortgage to
                      obtain and maintain such insurance at such Mortgagor's cost
                      and expense,
                      and to seek reimbursement therefor from the Mortgagor. The
                      hazard
                      insurance policy is the valid and binding obligation of the
                      insurer, is in
                      full force and effect, and will be in full force and effect
                      and inure to
                      the benefit of the Purchaser upon the consummation of the transactions
                      contemplated by this Agreement. The Company has not acted or
                      failed to act
                      so as to impair the coverage of any such insurance policy or
                      the validity,
                      binding effect and enforceability
                      thereof;

                  


          

          


          
            	 	
                    (gg)

                  	
                    Servicemembers
                      Civil Relief Act.

                  


          

          


          
            	 	 	
                    The
                      Mortgagor has not notified the Company, and the Company has
                      no knowledge
                      of any relief requested or allowed to the Mortgagor under the
                      Servicemembers Civil Relief Act, as
                      amended;

                  


          

          


          
            	 	
                    (hh)

                  	
                    No
                      Graduated Payments or Contingent Interests.

                  


          

          


          
            	 	 	
                    The
                      Mortgage Loan is not a graduated payment mortgage loan and
                      the Mortgage
                      Loan does not have a shared appreciation or other contingent
                      interest
                      feature;

                  


          

          


          
            	 	
                    (ii)

                  	
                    No
                      Construction Loans.

                  


          

          


          
            	 	 	
                    No
                      Mortgage Loan was made in connection with (i) the construction
                      or
                      rehabilitation of a Mortgage Property or (ii) facilitating
                      the trade-in or
                      exchange of a Mortgaged Property other than a construction-to-permanent
                      loan which has converted to a permanent Mortgage
                      Loan;

                  


          

          


          
            	 	
                    (jj)

                  	
                    Underwriting.

                  


          

          


          
            	 	 	
                    Each
                      Mortgage Loan was underwritten in accordance with the Underwriting
                      Guidelines; and the Mortgage Note and Mortgage are on forms
                      acceptable to
                      Freddie Mac or Fannie Mae;

                  


          

          


          
            	 	
                    (kk)

                  	
                    Buydown
                      Mortgage Loans.

                  


          

          


          No
            Mortgage Loan is a Buydown Mortgage Loan;

          


          
            	 	
                    (ll)

                  	
                    Delivery
                      of Mortgage Files.

                  


          

          


          The
            Mortgage Loan Documents for the Mortgage Loans have been or will be delivered
            to
            the Custodian. The Company is in possession of a complete Mortgage File
            in
            compliance with Exhibit C, except for such documents the originals of
            which have
            been delivered to the Custodian;

          


          
            	 	
                    (mm)

                  	
                    No
                      Violation of Environmental Laws.

                  


          

          


          
            	 	 	
                    There
                      is no pending action or proceeding directly involving any Mortgaged
                      Property of which the Company is aware in which compliance
                      with any
                      environmental law, rule or regulation is an issue; and to the
                      best of the
                      Company’s knowledge, nothing further remains to be done to satisfy
                      in full
                      all requirements of each such law, rule or regulation constituting
                      a
                      prerequisite to use and enjoyment of said
                      property;

                  


          

          


          
            	 	
                    (nn)

                  	
                    No
                      Bankruptcy.

                  


          

          


          No
            Mortgagor was a debtor in any state or federal bankruptcy or insolvency
            proceeding at the time the Mortgage Loan was originated and as of the
            Closing
            Date, the Company has not received notice that any Mortgagor is a debtor
            in
            state or federal bankruptcy or insolvency proceeding; 

          


          
            	 	
                    (oo)

                  	
                    The
                      Mortgagor.

                  


          

          


          
            	 	 	
                    The
                      Mortgagor is one or more natural persons and/or an Illinois
                      land trust or
                      under a “living trust” and such “living trust” is in compliance with
                      Fannie Mae. In the event the Mortgagor is a trustee, the borrower
                      is a
                      natural person; 

                  


          

          


          
            	(pp)      
                      	
                    Leasehold
                      Estates.

                  


          

          


          With
            respect to Mortgage Loans that are secured by a leasehold estate, the
            lease is
            valid, in full force and effect and conforms to the Underwriting
            Guidelines;

          


          
            	(qq)      
                      	
                    Cooperative
                      Loans.

                  


          

          


          No
            Mortgage Loan is a Cooperative Loan;

          


          
            	(rr)       
                      	
                    MERS
                      Mortgage Loans.

                  


          

          


          With
            respect to each MERS Mortgage Loan, a MIN has been assigned to the Mortgage
            Loan, the MIN appears on the Mortgage or related Assignment of Mortgage
            to MERS,
            the Mortgage or the related Assignment of Mortgage to MERS has been duly
            and
            properly recorded on MERS, and the transfer to the Purchaser has been
            properly
            reflected in the MERS System pursuant to the Purchaser’s registration
            instructions.

          


          
            	(ss)      
                      	
                    Texas
                      Refinance Mortgage Loans.

                  


          

           

          Each
            Mortgage Loan originated in the state of Texas pursuant to Article XVI,
            Section
            50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
            originated in compliance with the provisions of Article XVI, Section
            50(a)(6) of
            the Texas Constitution, Texas Civil Statutes and the Texas Finance Code;
            

           

          
            	(tt)        
                     	
                    Homeownership
                      and Equity Protection Act.

                  


          

          


          No
            Mortgage Loan is a Covered Loan or a High Cost Loan;

           

          (uu)      
             Prepayment
            Penalties.

           

          With
            respect to Mortgage Loans with Prepayment Penalties: (i) all information
            on the
            related Mortgage Loan Schedule, Data File and Underwriting Guidelines
            regarding
            Prepayment Penalties is complete and accurate in all material respects
            (ii)
            except for balloon mortgage loans originated in certain states specified
            in the
            Underwriting Guidelines with restrictions on collection of Prepayment
            Penalties,
            each prepayment Penalty is permissible and enforceable in accordance
            with the
            terms under applicable law, (iii) prior to the Mortgage Loan’s origination, the
            Mortgagor agreed to such Prepayment Penalty in exchange for a monetary
            benefit,
            including but not limited to a rate or fee reduction, (iv) prior to the
            Mortgage
            Loan’s origination, the Mortgagor was offered the option of obtaining a mortgage
            loan that did not require payment of such a Prepayment Penalty, (v) the
            Prepayment Penalty is disclosed to the Mortgagor in the Mortgage Loan
            documents
            pursuant to applicable state and federal law (vi) for Mortgage Loans
            originated
            on or after October 1, 2002, the duration of the prepayment penalty period
            shall
            not exceed three (3) years from the date of the Mortgage Note, unless
            the
            Mortgage Loan was modified to reduce the prepayment period to no more
            than three
            (3) years from the date of the Mortgage Note and the Mortgagor was notified
            in
            writing of such reduction in prepayment period, and (vii) notwithstanding
            any
            state or federal law to the contrary, the Company shall not impose such
            Prepayment Penalty in any instance when the Mortgage debt is accelerated
            as the
            result of the Mortgagor’s default in making the Mortgage Loan payments.
            Prepayment Penalties on the Mortgage Loans are applicable to prepayments
            resulting from both refinancings and sales of the related Mortgaged Properties
            and the terms of such Prepayment Penalties do not provide for a waiver
            or
            release (i.e., “holidays”) during the term of the Prepayment Penalty.
            ;

           

          


          
            	 	
                    (vv)

                  	
                    Simple
                      Interest Loans.

                  


          

          


          No
            Mortgage Loan is a simple interest Mortgage Loan; 

          


          
            	 	
                    (ww)

                  	
                    Calculation
                      of Interest.

                  


          

          


          Interest
            on each Mortgage Loan is calculated on the basis of a 360-day year consisting
            of
            twelve 30-day months;

          


          
            	 	
                    (xx)

                  	
                    Anti
                      Money Laundering Laws.
                      

                  


          

          


          The
            Company has complied with all applicable anti money laundering laws and
            regulations, (collectively, the “Anti Money Laundering Laws”); and the Company
            has established an anti money laundering compliance program as required
            by the
            Anti Money Laundering Laws, has conducted the requisite due diligence
            in
            connection with the origination of each Mortgage Loan for purposes of
            the Anti
            Money Laundering Laws;

          


          
            	 	
                    (yy)

                  	
                    Due
                      on Sale.
                      

                  


          

          


          The
            Mortgage contains an enforceable provision,
            to the
            extent allowable under applicable laws governing the application of due-on-sale
            provision,
            for the
            acceleration of the payment of the unpaid principal balance of the Mortgage
            Loan
            in the event that the Mortgaged Property is sold or transferred without
            the
            prior written consent of the mortgagee thereunder;

          


          
            	 	
                    (zz)

                  	
                    Tax
                      Service Contract; Flood Certification Contract. 

                  


          

          


          Each
            Mortgage Loan shall have a tax service contract and, if applicable, a
            flood
            insurance contract which shall have a term of the life of the Mortgage
            Loan.
            Each such tax service and flood insurance contract shall be fully transferable
            without penalty, premium or cost to the Purchaser or its designee unless,
            with
            respect to tax service contracts, the Company is terminated pursuant
            to Section
            11.02 hereof; 

          


          
            	 	
                    (aaa)

                  	
                    Credit
                      Reporting.
                      

                  


          

          


          The
            Company, in its capacity as servicer for each Mortgage Loan, has fully
            furnished
            in accordance with the Fair Credit Reporting Act and its implementing
            regulations, accurate and complete information on its Mortgagors credit
            files to
            Equifax, Experian and Trans Union Credit Information Company on a monthly
            basis;

          


          
            	 	
                    (bbb)

                  	
                    Single
                      Premium Credit Life Insurance.
                      

                  


          

           

          No
            mortgagor was required to purchase any single-premium credit insurance
            policy
            (e.g., life, disability, accident, unemployment, or health insurance
            product) or
            debt cancellation agreement as a condition of obtaining the extension
            of credit.
            No mortgagor obtained a prepaid single-premium credit insurance policy
            (e.g.,
            life, mortgage, disability, accident, unemployment, or health insurance
            product)
            in connection with the origination of the Mortgage Loan. No proceeds
            from any
            Mortgage Loan were used to purchase single-premium credit insurance policies
            or
            debt cancellation agreements as part of the origination of, or as a condition
            to
            closing, such Mortgage Loan; 

          


          (ccc)     
             Arbitration.

          


          With
            respect to each Mortgage Loan, neither the related Mortgage nor the related
            Mortgage Note requires the Mortgagor to submit to arbitration to resolve
            any
            dispute arising out of or relating in any way to the Mortgage Loan transaction;
            and

          


          (ddd)    
             Valid
            Second Lien.

          


          With
            respect to any Second Lien Mortgage Loan, such Mortgage is a valid, subsisting
            and enforceable Second Lien on the Mortgaged Property, including all
            buildings
            on the Mortgaged Property and all installations and mechanical, electrical,
            plumbing, heating and air conditioning systems located in or annexed
            to such
            buildings, and all additions, alterations and replacements made at any
            time with
            respect to the foregoing. The lien of such Mortgage is subject only to:
            

          


          
            	 	
                    (i)

                  	
                    the
                      lien of current real property taxes and assessments not yet
                      due and
                      payable;

                  


          

          


          
            	(ii)         
                     	
                    superior
                      position mortgage lien(s) acceptable in accordance with the
                      Underwriting
                      Guidelines;

                  


          

          


          
            	 	
                    (iii)

                  	
                    covenants,
                      conditions and restrictions, rights of way, easements and other
                      matters of
                      the public record as of the date of recording acceptable to
                      mortgage
                      lending institutions in accordance with Accepted Servicing
                      Practices and
                      (i) referred to or otherwise considered in the appraisal and
                      (ii) which do
                      not adversely affect the Appraised Value;
                      and

                  


          

          


          
            	 	
                    (iv)

                  	
                    other
                      matters to which like properties are commonly subject which
                      do not
                      materially interfere with the benefits of the security intended
                      to be
                      provided by the mortgage or the use, enjoyment, value or marketability
                      of
                      the related Mortgaged Property.

                  


          

          


          Any
            security agreement, chattel mortgage or equivalent document related to
            and
            delivered in connection with such Mortgage Loan establishes and creates
            a valid,
            subsisting, and enforceable Second Lien and second lien security interest
            on the
            property described therein and the Company has full right to sell and
            assign the
            same to the Purchaser. With respect to each Second Lien Mortgage Loan:
            (a) the
            First Lien is in full force and effect, (b) there is no default, breach,
            violation or event of acceleration existing under such First Lien Mortgage
            Loan
            or the related Mortgage Note, (c) if the related First Lien Mortgage
            Loan
            provides for negative amortization, the LTV was calculated at the maximum
            principal balance of such First Lien that could result upon application
            of such
            negative amortization feature, (d) either no consent for the Second Lien
            Mortgage Loan is required by the holder of the First Lien or such consent
            has
            been obtained and is contained in the Mortgage File and (e) to the best
            of
            Company’s knowledge, no event which, with the passage of time or with notice
            and
            the expiration of any grace or cure period, would constitute a default,
            breach,
            violation or event or acceleration under the related First Lien Mortgage
            Loan.


          


          (eee)        
             Georgia
            Properties.

           

          No
            Mortgage Loan on
            or
            after March 7, 2003 is a “High-Cost Home Loan” as defined in the Georgia Fair
            Lending Act, as amended (the “Georgia Act”). No Mortgage Loan was originated on
            or after October 1, 2002 and before March 7, 2003, which is secured by
            property
            located in the State of Georgia;

           

          
            	 	
                    (fff)

                  	
                    Higher
                      Cost Products.

                  


          

          


          
            	 	 	
                    No
                      Mortgagor was encouraged or required to select a Mortgage Loan
                      product
                      offered by the Mortgage Loan’s originator which is a higher cost product
                      designed for less creditworthy borrowers, unless at the time
                      of the
                      Mortgage Loan’s origination, such Mortgagor did not qualify taking into
                      account credit history and debt to income ratios for a lower
                      cost credit
                      product then offered by the Mortgage Loan’s originator or any affiliate of
                      the Mortgage Loan’s originator. If, at the time of loan application, the
                      Mortgagor may have qualified for a lower cost credit product
                      then offered
                      by any mortgage lending affiliate of the Mortgage Loan’s originator, the
                      Mortgage Loan’s originator referred the Mortgagor’s application to such
                      affiliate for underwriting
                      consideration;

                  


          

          


          
            	 	
                    (ggg)

                  	
                    Methodology.

                  


          

          


          
            	 	 	
                    The
                      methodology used in underwriting the extension of credit for
                      each Mortgage
                      Loan employs objective mathematical principles which relate
                      the
                      Mortgagor’s income, assets and liabilities to the proposed payment and
                      such underwriting methodology does not rely on the extent of
                      the
                      Mortgagor’s equity in the collateral as the principal determining factor
                      in approving such credit extension. Such underwriting methodology
                      confirmed that at the time of origination (application/approval)
                      the
                      Mortgagor had a reasonable ability to make timely payments
                      on the Mortgage
                      Loan; and

                  


          

          


          
            	 	
                    (hhh)

                  	
                    Points
                      and Fees.

                  


          

          


          
            	 	 	
                    All
                      points and fees related to each Mortgage Loan were disclosed
                      in writing to
                      the borrower in accordance with applicable state and federal
                      law and
                      regulation.

                  


          

          


          Section
            3.03 Repurchase.

          


          It
            is
            understood and agreed that the representations and warranties set forth
            in
            Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to
            the
            Purchaser and the delivery of the Mortgage Loan Documents to the Custodian
            and
            shall inure to the benefit of the Purchaser, notwithstanding any restrictive
            or
            qualified endorsement on any Mortgage Note or Assignment of Mortgage
            or the
            examination or failure to examine any Mortgage File. Upon discovery by
            either
            the Company or the Purchaser of a breach of any of the foregoing representations
            and warranties which materially and adversely affects the value of the
            Mortgage
            Loans or the interest of the Purchaser (or which materially and adversely
            affects the interests of Purchaser in the related Mortgage Loan in the
            case of a
            representation and warranty relating to a particular Mortgage Loan),
            the party
            discovering such breach shall give prompt written notice to the
            other.

          


          Within
            sixty (60) days of the earlier of either discovery by or notice to the
            Company
            of any breach of a representation or warranty which materially and adversely
            affects the value of the Mortgage Loans, the Company shall use its best
            efforts
            promptly to cure such breach in all material respects and, if such breach
            cannot
            be cured, the Company shall, at the Purchaser's option, repurchase such
            Mortgage
            Loan at the Repurchase Price. In the event that a breach shall involve
            any
            representation or warranty set forth in Section 3.01, and such breach
            cannot be
            cured within sixty (60) days of the earlier of either discovery by or
            notice to
            the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's
            option, be repurchased by the Company at the Repurchase Price. 

          


          Notwithstanding
            the above paragraphs, within sixty (60) days of the earlier of either
            discovery
            by, or notice to, the Company of any breach of the representations or
            warranties
            set forth in clauses (tt), (uu), (aaa), (bbb) or (ccc) of Section 3.02,
            the
            Company shall repurchase such Mortgage Loan at the Repurchase Price.
            However, if
            the breach shall involve a representation or warranty set forth in Section
            3.02
            and the Company discovers or receives notice of any such breach within
            one
            hundred twenty (120) days of the Closing Date, the Company shall, if
            the breach
            cannot be cured, at the Purchaser's option and provided that the Company
            has a
            Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage
            Loan as
            provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan")
            and
            substitute in its place a Qualified Substitute Mortgage Loan or Loans,
            provided
            that any such substitution shall be effected not later than 120 days
            after the
            Closing Date. If the Company has no Qualified Substitute Mortgage Loan,
            it shall
            repurchase the deficient Mortgage Loan within ninety (90) days of the
            written
            notice of the breach or the failure to cure, whichever is later. Any
            repurchase
            of a Mortgage Loan or Loans pursuant to the foregoing provisions of this
            Section
            3.03 shall be accomplished by deposit in the Custodial Account of the
            amount of
            the Repurchase Price for distribution to Purchaser on the Remittance
            Date
            immediately following the Principal Prepayment Period in which such Repurchase
            Price is received, after deducting therefrom any amount received in respect
            of
            such repurchased Mortgage Loan or Loans and being held in the Custodial
            Account
            for future distribution.

          


          At
            the
            time of repurchase, the Purchaser and the Company shall arrange for the
            reassignment of the repurchased Mortgage Loan to the Company and the
            delivery to
            the Company of any documents held by the Custodian relating to the repurchased
            Mortgage Loan. If
            the
            Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the
            Company
            shall cause MERS to designate on the MERS® System to remove the Purchaser as the
            beneficial holder with respect to such Mortgage Loan. In
            the
            event of a repurchase or substitution, the Company shall, simultaneously
            with
            such reassignment, give written notice to the Purchaser that such repurchase
            or
            substitution has taken place, amend the Mortgage Loan Schedule to reflect
            the
            withdrawal of the Deleted Mortgage Loan from this Agreement, and, in
            the case of
            substitution, identify a Qualified Substitute Mortgage Loan and amend
            the
            Mortgage Loan Schedule to reflect the addition of such Qualified Substitute
            Mortgage Loan to this Agreement. In connection with any such substitution,
            the
            Company shall be deemed to have made as to such Qualified Substitute
            Mortgage
            Loan the representations and warranties set forth in this Agreement except
            that
            all such representations and warranties set forth in this Agreement shall
            be
            deemed made as of the date of such substitution. The Company shall effect
            such
            substitution by delivering to the Custodian for such Qualified Substitute
            Mortgage Loan the documents required by Section 2.03, with the Mortgage
            Note
            endorsed as required by Section 2.03. No substitution will be made in
            any
            calendar month after the Determination Date for such month. The Company
            shall
            deposit in the Custodial Account the Monthly Payment less the Servicing
            Fee due
            on such Qualified Substitute Mortgage Loan or Loans in the month following
            the
            date of such substitution. Monthly Payments due with respect to Qualified
            Substitute Mortgage Loans in the month of substitution shall be retained
            by the
            Company. With respect to any Deleted Mortgage Loan, distributions to
            Purchaser
            shall include the Monthly Payment due on any Deleted Mortgage Loan in
            the month
            of substitution, and the Company shall thereafter be entitled to retain
            all
            amounts subsequently received by the Company in respect of such Deleted
            Mortgage
            Loan.

          


          In
            addition to such repurchase obligation, the Company shall indemnify the
            Purchaser and hold it harmless against any losses, damages, penalties,
            fines,
            forfeitures, reasonable and necessary legal fees and related costs, judgments,
            and other costs and expenses resulting from any claim, demand, defense
            or
            assertion based on or grounded upon, or resulting from, a breach of the
            Company’s representations and warranties contained in this Agreement. It is
            understood and agreed that the obligations of the Company set forth in
            this
            Section 3.03 to cure or repurchase a defective Mortgage Loan and to indemnify
            the Purchaser as provided in this Section 3.03 constitute the sole remedies of
            the Purchaser respecting a breach of the foregoing representations and
            warranties.

          


          Any
            cause
            of action against the Company relating to or arising out of the breach
            of any
            representations and warranties made in Sections 3.01 and 3.02 shall accrue
            as to
            any Mortgage Loan upon (i) discovery of such breach by the Purchaser
            or notice
            thereof by the Company to the Purchaser, (ii) failures by the Company
            to cure
            such breach or repurchase such Mortgage Loan as specified above, and
            (iii)
            demand upon the Company by the Purchaser for compliance with this
            Agreement.

          


           

          ARTICLE
            IV

           

          ADMINISTRATION
            AND SERVICING OF MORTGAGE LOANS

          


          Section
            4.01 Company
            to Act as Servicer.

          


          The
            Company, as an independent contractor, shall service and administer the
            Mortgage
            Loans and shall have full power and authority, acting alone or through
            the
            utilization of a Subservicer or a Subcontractor, to do any and all things
            in
            connection with such servicing and administration which the Company may
            deem
            necessary or desirable, consistent with the terms of this Agreement and
            with
            Accepted Servicing Practices. The Company shall be responsible for any
            and all
            acts of a Subservicer and a Subcontractor, and the Company’s utilization of a
            Subservicer or a Subcontractor shall in no way relieve the liability
            of the
            Company under this Agreement.

          


          Consistent
            with the terms of this Agreement, the Company may waive, modify or vary
            any term
            of any Mortgage Loan or consent to the postponement of strict compliance
            with
            any such term or in any manner grant indulgence to any Mortgagor if in
            the
            Company's reasonable and prudent determination such waiver, modification,
            postponement or indulgence is not materially adverse to the Purchaser,
            provided,
            however, the Company shall not make any future advances, other than Servicing
            Advances, with respect to a Mortgage Loan. The Company shall not permit
            any
            modification with respect to any Mortgage Loan that would change the
            Mortgage
            Interest Rate, defer or forgive the payment of principal or interest,
            reduce or
            increase the outstanding principal balance (except for actual payments
            of
            principal or interest) or change the final maturity date on such Mortgage
            Loan,
            unless the Mortgagor is in default with respect to the Mortgage Loan
            or such
            default is, in the judgment of the Company, imminent. In the event that
            no
            default exists or is imminent, the Company shall request written consent
            from
            the Purchaser to permit such a modification and the Purchaser shall provide
            written consent or notify the Company of its objection to such modification
            within three (3) Business Days of its receipt of the Company's request.
            In the
            event of any such modification which permits the deferral of interest
            or
            principal payments on any Mortgage Loan, the Company shall, on the Business
            Day
            immediately preceding the Remittance Date in any month in which any such
            principal or interest payment has been deferred, deposit in the Custodial
            Account from its own funds, in accordance with Section 5.03, the difference
            between (a) such month's principal and one month's interest at the Mortgage
            Loan
            Remittance Rate on the unpaid principal balance of such Mortgage Loan
            and (b)
            the amount paid by the Mortgagor. The Company shall be entitled to reimbursement
            for such advances to the same extent as for all other advances made pursuant
            to
            Section 5.03. Without limiting the generality of the foregoing, the Company
            shall continue, and is hereby authorized and empowered, to execute and
            deliver
            on behalf of itself and the Purchaser, all instruments of satisfaction
            or
            cancellation, or of partial or full release, discharge and all other
            comparable
            instruments, with respect to the Mortgage Loans and with respect to the
            Mortgaged Properties. If reasonably required by the Company, the Purchaser
            shall
            furnish the Company with any powers of attorney and other documents necessary
            or
            appropriate to enable the Company to carry out its servicing and administrative
            duties under this Agreement.

          


          In
            servicing and administering the Mortgage Loans, the Company shall employ
            procedures (including collection procedures) and exercise the same care
            that it
            customarily employs and exercises in servicing and administering mortgage
            loans
            for its own account, giving due consideration to Accepted Servicing Practices
            where such practices do not conflict with the requirements of this Agreement,
            and the Purchaser's reliance on the Company.

          


          The
            Company is authorized and empowered by the Purchaser, in its own name,
            when the
            Company believes it appropriate in its reasonable judgment to register
            any
            Mortgage Loan on the MERS® System, or cause the removal from the registration of
            any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the
            Purchaser, any and all instruments of assignment and other comparable
            instruments with respect to such assignment or re-recording of a Mortgage
            in the
            name of MERS, solely as nominee for the Purchaser and its successors
            and
            assigns. 

          


          The
            Company shall cause to be maintained for each Cooperative Loan a copy
            of the
            financing statements and shall file and such financing statements and
            continuation statements as necessary, in accordance with the Uniform
            Commercial
            Code applicable in the jurisdiction in which the related Cooperative
            Apartment
            is located, to perfect and protect the security interest and lien of
            the
            Purchaser.

          


          Section
            4.02 Liquidation
            of Mortgage Loans.

          


          In
            the
            event that any payment due under any Mortgage Loan and not postponed
            pursuant to
            Section 4.01 is not paid when the same becomes due and payable, or in
            the event
            the Mortgagor fails to perform any other covenant or obligation under
            the
            Mortgage Loan and such failure continues beyond any applicable grace
            period, the
            Company shall take such action as (1) the Company would take under similar
            circumstances with respect to a similar mortgage loan held for its own
            account
            for investment, (2) shall be consistent with Accepted Servicing Practices,
            (3)
            the Company shall determine prudently to be in the best interest of Purchaser,
            and (4) is consistent with any related PMI Policy. In the event that
            any payment
            due under any Mortgage Loan is not postponed pursuant to Section 4.01
            and
            remains delinquent for a period of ninety (90) days or any other default
            continues for a period of ninety (90) days beyond the expiration of any
            grace or
            cure period, the Company shall commence foreclosure proceedings, the
            Company
            shall first notify the Purchaser in writing of the Company's intention
            to do so
            and shall provide such information regarding the Mortgage Loan as the
            Purchaser
            may reasonably request. The Company shall follow any written directions
            of the
            Purchaser with respect to the servicing of such Mortgage Loan, as long
            as such
            directions do not violate applicable law. In the event the Purchaser
            objects to
            such foreclosure action, the Company shall not be required to make Monthly
            Advances with respect to such Mortgage Loan, pursuant to Section 5.03,
            and the
            Company's obligation to make such Monthly Advances shall terminate on
            the 90th
            day referred to above. In such connection, the Company shall from its
            own funds
            make all necessary and proper Servicing Advances, provided, however,
            that the
            Company shall not be required to expend its own funds in connection with
            any
            foreclosure or towards the restoration or preservation of any Mortgaged
            Property, unless it shall determine (a) that such preservation, restoration
            and/or foreclosure will increase the proceeds of liquidation of the Mortgage
            Loan to Purchaser after reimbursement to itself for such expenses and
            (b) that
            such expenses will be recoverable by it either through Liquidation Proceeds
            (respecting which it shall have priority for purposes of withdrawals
            from the
            Custodial Account pursuant to Section 4.05) or through Insurance Proceeds
            (respecting which it shall have similar priority).

          


          Notwithstanding
            anything to the contrary contained herein, in connection with a foreclosure
            or
            acceptance of a deed in lieu of foreclosure, in the event the Company
            has
            reasonable cause to believe that a Mortgaged Property is contaminated
            by
            hazardous or toxic substances or wastes, or if the Purchaser otherwise
            requests
            an environmental inspection or review of such Mortgaged Property, such
            an
            inspection or review is to be conducted by a qualified inspector. The
            cost for
            such inspection or review shall be borne by the Purchaser. Upon completion
            of
            the inspection or review, the Company shall promptly provide the Purchaser
            with
            a written report of the environmental inspection.

          


          After
            reviewing the environmental inspection report, the Company shall proceed,
            in the
            best interest of the Purchaser, with respect to the Mortgaged Property.
            In the
            event (a) the environmental inspection report indicates that the Mortgaged
            Property is contaminated by hazardous or toxic substances or wastes and
            (b) the
            Company shall proceed with foreclosure or acceptance of a deed in lieu
            of
            foreclosure, the Company shall be reimbursed for all reasonable costs
            associated
            with such foreclosure or acceptance of a deed in lieu of foreclosure
            and any
            related environmental clean up costs, as applicable, from the related
            Liquidation Proceeds, or if the Liquidation Proceeds are insufficient
            to fully
            reimburse the Company, the Company shall be entitled to be reimbursed
            from
            amounts in the Custodial Account pursuant to Section 4.05 hereof. In
            the event
            the Company does not proceed with foreclosure or acceptance of a deed
            in lieu of
            foreclosure, the Company shall be reimbursed for all Servicing Advances
            made
            with respect to the related Mortgaged Property from the Custodial Account
            pursuant to Section 4.05 hereof.

          


          Section
            4.03 Collection
            of Mortgage Loan Payments.

          


          Continuously
            from the date hereof until the principal and interest on all Mortgage
            Loans are
            paid in full, the Company shall proceed diligently to collect all payments
            due
            under each of the Mortgage Loans when the same shall become due and payable
            and
            shall take special care in ascertaining and estimating Escrow Payments
            and all
            other charges that will become due and payable with respect to the Mortgage
            Loan
            and the Mortgaged Property, to the end that the installments payable
            by the
            Mortgagors will be sufficient to pay such charges as and when they become
            due
            and payable.

          


          Section
            4.04 Establishment
            of and Deposits to Custodial Account.

          


          The
            Company shall segregate and hold all funds collected and received pursuant
            to a
            Mortgage Loan separate and apart from any of its own funds and general
            assets
            and shall establish and maintain one or more Custodial Accounts, in the
            form of
            time deposit or demand accounts, titled "Wells Fargo Bank, N.A., in trust
            for
            the Purchaser and/or subsequent purchasers of Mortgage Loans - P & I." The
            Custodial Account shall be established with a Qualified Depository. On
            the
            Closing Date,
            the
            Company shall provide the Purchaser with written confirmation of the
            existence
            of such Custodial Account in the form of Exhibit G.
            The
            Custodial Account shall at all times be insured to the fullest extent
            allowed by
            applicable law. Funds deposited in the Custodial Account may be drawn
            on by the
            Company in accordance with Section 4.05.

          


          The
            Company shall deposit in the Custodial Account within two (2) Business
            Days of
            Company’s receipt, and retain therein, the following collections received by
            the
            Company and payments made by the Company after the Cut-off Date, other
            than
            payments of principal and interest due on or before the Cut-off Date,
            or
            received by the Company prior to the Cut-off Date but allocable to a
            period
            subsequent thereto:

          


          
            	 	
                    (i)

                  	
                    all
                      payments on account of principal on the Mortgage Loans, including
                      all
                      Principal Prepayments (including Prepayment Penalties paid
                      by the
                      Mortgagor or other amounts paid by the Company pursuant to
                      Section 4.23 of
                      this Agreement);

                  


          

          


          
            	 	
                    (ii)

                  	
                    all
                      payments on account of interest on the Mortgage Loans adjusted
                      to the
                      Mortgage Loan Remittance Rate;

                  


          

          


          
            	 	
                    (iii)

                  	
                    all
                      Liquidation Proceeds;

                  


          

          


          
            	 	
                    (iv)

                  	
                    all
                      Insurance Proceeds including amounts required to be deposited
                      pursuant to
                      Section 4.10 (other than proceeds to be held in the Escrow
                      Account and
                      applied to the restoration or repair of the Mortgaged Property
                      or released
                      to the Mortgagor in accordance with Section 4.14), Section
                      4.11 and
                      Section 4.15;

                  


          

          


          
            	 	
                    (v)

                  	
                    all
                      Condemnation Proceeds which are not applied to the restoration
                      or repair
                      of the Mortgaged Property or released to the Mortgagor in accordance
                      with
                      Section 4.14;

                  


          

          


          
            	 	
                    (vi)

                  	
                    any
                      amount required to be deposited in the Custodial Account pursuant
                      to
                      Section 4.01, 5.03, 6.01 or 6.02;

                  


          

          


          
            	 	
                    (vii)

                  	
                    any
                      amounts payable in connection with the repurchase of any Mortgage
                      Loan
                      pursuant to Section 3.03 and all amounts required to be deposited
                      by the
                      Company in connection with a shortfall in principal amount
                      of any
                      Qualified Substitute Mortgage Loan pursuant to Section
                      3.03;

                  


          

          


          
            	 	
                    (viii)

                  	
                    with
                      respect to each Principal Prepayment, the Prepayment Interest
                      Shortfall
                      (to be paid by the Company out of its
                      funds);

                  


          

           

          
            	 	
                    (ix)

                  	
                    any
                      amounts required to be deposited by the Company pursuant to
                      Section 4.11
                      in connection with the deductible clause in any blanket hazard
                      insurance
                      policy; 

                  


          

          


          
            	(x)        
                      	
                    any
                      amounts received with respect to or related to any REO Property
                      and all
                      REO Disposition Proceeds pursuant to Section 4.16;
                      and

                  


          

          


          
            	(xi)       
                      	
                    with
                      respect to each Buydown Mortgage Loan an amount from the Escrow
                      Account
                      that when added to the Mortgagor’s payment will equal the full monthly
                      amount due under the related Mortgage Notes for Buydown Mortgage
                      Loans.

                  


          

          


          The
            foregoing requirements for deposit into the Custodial Account shall be
            exclusive, it being understood and agreed that, without limiting the
            generality
            of the foregoing, payments in the nature of late payment charges and
            assumption
            fees, to the extent permitted by Section 6.01, need not be deposited
            by the
            Company into the Custodial Account. Any interest paid on funds deposited
            in the
            Custodial Account by the depository institution shall accrue to the benefit
            of
            the Company and the Company shall be entitled to retain and withdraw
            such
            interest from the Custodial Account pursuant to Section 4.05.

          


          Section
            4.05 Permitted
            Withdrawals From Custodial Account.

          


          The
            Company shall, from time to time, withdraw funds from the Custodial Account
            for
            the following purposes:

          


          (i)              
             to
            make
            payments to the Purchaser in the amounts and in the manner provided for
            in
            Section 5.01;

          


          (ii)            
             to
            reimburse itself for Monthly Advances of the Company's funds made pursuant
            to
            Section 5.03, the Company's right to reimburse itself pursuant to this
            sub
            clause (ii) being limited to amounts received on the related Mortgage
            Loan which
            represent late payments of principal and/or interest respecting which
            any such
            advance was made, it being understood that, in the case of any such
            reimbursement, the Company's right thereto shall be prior to the rights
            of
            Purchaser, except that, where the Company is required to repurchase a
            Mortgage
            Loan pursuant to Section 3.03 or 6.02, the Company's right to such reimbursement
            shall be subsequent to the payment to the Purchaser of the Repurchase
            Price
            pursuant to such sections and all other amounts required to be paid to
            the
            Purchaser with respect to such Mortgage Loan;

          


          (iii)            
             to
            reimburse itself for unreimbursed Servicing Advances, and for any unpaid
            Servicing Fees, the Company's right to reimburse itself pursuant to this
            sub
            clause (iii) with respect to any Mortgage Loan being limited to related
            Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such
            other
            amounts as may be collected by the Company from the Mortgagor or otherwise
            relating to the Mortgage Loan, it being understood that, in the case
            of any such
            reimbursement, the Company's right thereto shall be prior to the rights
            of
            Purchaser, except that where the Company is required to repurchase a
            Mortgage
            Loan pursuant to Section 3.03 or 6.02, in which case the Company's right
            to such
            reimbursement shall be subsequent to the payment to the Purchaser of
            the
            Repurchase Price pursuant to such sections and all other amounts required
            to be
            paid to the Purchaser with respect to such Mortgage Loan;

          


          (iv)           
             to
            pay
            itself interest on funds deposited in the Custodial Account;

          


          (v)             
             to
            reimburse itself for expenses incurred and reimbursable to it pursuant
            to
            Section 8.01;

          


          (vi)           
             to
            pay
            any amount required to be paid pursuant to Section 4.16 related to any
            REO
            Property, it being understood that, in the case of any such expenditure
            or
            withdrawal related to a particular REO Property, the amount of such expenditure
            or withdrawal from the Custodial Account shall be limited to amounts
            on deposit
            in the Custodial Account with respect to the related REO Property;

          


          (vii)          
             to
            reimburse itself for any Servicing Advances or REO expenses after liquidation
            of
            the Mortgaged Property not otherwise reimbursed above;

          


          (viii)         
             to
            remove
            funds inadvertently placed in the Custodial Account by the Company;
            and

          


          (ix)            
             to
            clear
            and terminate the Custodial Account upon the termination of this
            Agreement.

          


          In
            the
            event that the Custodial Account is interest bearing, on each Remittance
            Date,
            the Company shall withdraw all funds from the Custodial Account except
            for those
            amounts which, pursuant to Section 5.01, the Company is not obligated
            to remit
            on such Remittance Date. The Company may use such withdrawn funds only
            for the
            purposes described in this Section 4.05.

          


          Section
            4.06 Establishment
            of and Deposits to Escrow Account.

          


          The
            Company shall segregate and hold all funds collected and received pursuant
            to a
            Mortgage Loan constituting Escrow Payments separate and apart from any
            of its
            own funds and general assets and shall establish and maintain one or
            more Escrow
            Accounts, in the form of time deposit or demand accounts, titled, "Wells
            Fargo
            Bank, N.A., in trust for the Purchaser and/or subsequent purchasers of
            Residential Mortgage Loans, and various Mortgagors - T & I." The Escrow
            Accounts shall be established with a Qualified Depository, in a manner
            which
            shall provide maximum available insurance thereunder. On
            the
            Closing Date, the Company shall provide the Purchaser with written confirmation
            of the existence of such Escrow Account in the form of Exhibit H.
            Funds
            deposited in the Escrow Account may be drawn on by the Company in accordance
            with Section 4.07.

          


          The
            Company shall deposit in the Escrow Account or Accounts within two (2)
            Business
            Days of Company’s receipt, and retain therein:

          


          
            	 	
                    (i)

                  	
                    all
                      Escrow Payments collected on account of the Mortgage Loans,
                      for the
                      purpose of effecting timely payment of any such items as required
                      under
                      the terms of this Agreement;

                  


          

          


          
            	 	
                    (ii)

                  	
                    all
                      amounts representing Insurance Proceeds or Condemnation Proceeds
                      which are
                      to be applied to the restoration or repair of any Mortgaged
                      Property;
                      

                  


          

          


          
            	 	
                    (iii)

                  	
                    all
                      payments on account of Buydown Funds;
                      and

                  


          

          


          
            	 	
                    (iv)

                  	
                    all
                      Servicing Advances for Mortgagors whose Escrow Payments are
                      sufficient to
                      cover escrow disbursements.

                  


          

          


          The
            Company shall make withdrawals from the Escrow Account only to effect
            such
            payments as are required under this Agreement, as set forth in Section
            4.07. The
            Company shall be entitled to retain any interest paid on funds deposited
            in the
            Escrow Account by the depository institution, other than interest on
            escrowed
            funds required by law to be paid to the Mortgagor. To the extent required
            by
            law, the Company shall pay interest on escrowed funds to the Mortgagor
            notwithstanding that the Escrow Account may be non-interest bearing or
            that
            interest paid thereon is insufficient for such purposes.

          


          Section
            4.07 Permitted
            Withdrawals From Escrow Account.

          


          Withdrawals
            from the Escrow Account or Accounts may be made by the Company
            only:

          


          
            	 	
                    (i)

                  	
                    to
                      effect timely payments of ground rents, taxes, assessments,
                      water rates,
                      mortgage insurance premiums, condominium charges, fire and
                      hazard
                      insurance premiums or other items constituting Escrow Payments
                      for the
                      related Mortgage;

                  


          

          


          
            	 	
                    (ii)

                  	
                    to
                      reimburse the Company for any Servicing Advances made by the
                      Company
                      pursuant to Section 4.08 and Section 4.10 with respect to a
                      related
                      Mortgage Loan, but only from amounts received on the related
                      Mortgage Loan
                      which represent late collections of Escrow Payments
                      thereunder;

                  


          

          


          
            	 	
                    (iii)

                  	
                    to
                      refund to any Mortgagor any funds found to be in excess of
                      the amounts
                      required under the terms of the related Mortgage
                      Loan;

                  


          

          


          
            	 	
                    (iv)

                  	
                    for
                      transfer to the Custodial Account and application to reduce
                      the principal
                      balance of the Mortgage Loan in accordance with the terms of
                      the related
                      Mortgage and Mortgage Note;

                  


          

          


          
            	 	
                    (v)

                  	
                    for
                      application to the restoration or repair of the Mortgaged Property
                      in
                      accordance with the procedures outlined in Section
                      4.14;

                  


          

          


          
            	 	
                    (vi)

                  	
                    to
                      pay to the Company, or any Mortgagor to the extent required
                      by law, any
                      interest paid on the funds deposited in the Escrow
                      Account;

                  


          

          


          
            	 	
                    (vii)

                  	
                    to
                      remove funds inadvertently placed in the Escrow Account by
                      the
                      Company;

                  


          

          


          
            	 	
                    (viii)

                  	
                    to
                      transfer payments on account of Buydown Funds to the Custodial
                      Account;
                      and

                  


          

          


          
            	 	
                    (ix)

                  	
                    to
                      clear and terminate the Escrow Account on the termination of
this
                      Agreement.

                  


          

          


          Section
            4.08 Payment
            of Taxes, Insurance and Other Charges.

          


          With
            respect to each Mortgage Loan, the Company shall maintain accurate records
            reflecting the status of ground rents, taxes, assessments, water rates,
            sewer
            rents, and other charges which are or may become a lien upon the Mortgaged
            Property and the status of PMI Policy premiums and fire and hazard insurance
            coverage and shall obtain, from time to time, all bills for the payment
            of such
            charges (including renewal premiums) and shall effect payment thereof
            prior to
            the applicable penalty or termination date, employing for such purpose
            deposits
            of the Mortgagor in the Escrow Account which shall have been estimated
            and
            accumulated by the Company in amounts sufficient for such purposes, as
            allowed
            under the terms of the Mortgage. The Company assumes full responsibility
            for the
            timely payment of all such bills and shall effect timely payment of all
            such
            charges irrespective of each Mortgagor's faithful performance in the
            payment of
            same or the making of the Escrow Payments, and the Company shall make
            advances
            from its own funds to effect such payments.

          


          Section
            4.09 Protection
            of Accounts.

          


          The
            Company may transfer the Custodial Account or the Escrow Account to a
            different
            Qualified Depository from time to time; provided, that the Company shall
            provide
            notice to the Purchaser.

          


          Section
            4.10 Maintenance
            of Hazard Insurance.

          


          The
            Company shall cause to be maintained for each Mortgage Loan hazard insurance
            such that all buildings upon the Mortgaged Property are insured by an
            insurer
            acceptable to Fannie Mae or Freddie Mac against loss by fire, hazards
            of
            extended coverage and such other hazards as are customary or required
            by law in
            the area where the Mortgaged Property is located, in an amount which
            is at least
            equal to the lesser of (i) 100% of the insurable value, on a replacement
            cost
            basis, of the improvements on the related Mortgaged Property or (ii)
            the greater
            of (a) the outstanding principal balance of the Mortgage Loan and (b)
            an amount
            such that the proceeds of such insurance shall be sufficient to avoid
            the
            application to the Mortgagor or loss payee of any co-insurance clause
            under the
            policy. In the event a hazard insurance policy shall be in danger of
            being
            terminated, or in the event the insurer shall cease to be acceptable
            to Fannie
            Mae or Freddie Mac, the Company shall notify the Purchaser and the related
            Mortgagor, and shall use its best efforts, as permitted by applicable
            law, to
            obtain from another qualified insurer a replacement hazard insurance
            policy
            substantially and materially similar in all respects to the original
            policy. In
            no event, however, shall a Mortgage Loan be without a hazard insurance
            policy at
            any time, subject only to Section 4.11 hereof.

          


          If
            the
            related Mortgaged Property is located in an area identified by the Flood
            Emergency Management Agency as having special flood hazards (and such
            flood
            insurance has been made available) the Company shall cause to be maintained
            a
            flood insurance policy meeting the requirements of the current guidelines
            of the
            Federal Insurance Administration is in effect with a generally acceptable
            insurance carrier acceptable to Fannie Mae or Freddie Mac in an amount
            representing coverage equal to the lesser of (i) the minimum amount required,
            under the terms of coverage, to compensate for any damage or loss on
            a
            replacement cost basis (or the unpaid balance of the mortgage if replacement
            cost coverage is not available for the type of building insured) and
            (ii) the
            maximum amount of insurance which is available under the Flood Disaster
            Protection Act of 1973, as amended. If at any time during the term of
            the
            Mortgage Loan, the Company determines in accordance with the applicable
            law and
            pursuant to the Fannie Mae Seller/Servicer Guide, that the Mortgaged
            Property is
            located in a special flood hazard area and is not covered by flood insurance
            meeting the requirements of the Flood Disaster Protection Act of 1973,
            as
            amended, the Company shall notify the related Mortgagor that they must
            obtain
            such flood insurance coverage and if the Mortgagor fails to provide proof
            of
            such coverage within forty-five (45) days of such notice, the Company
            shall
            force place the required flood insurance on the Mortgagor's behalf. If
            a
            Mortgage is secured by a unit in a condominium project, the Company shall
            verify
            that the coverage required of the owner's association, including hazard,
            flood,
            liability, and fidelity coverage, is being maintained in accordance with
            then
            current Fannie Mae requirements, and secure from the owner's association
            its
            agreement to notify the Company promptly of any change in the insurance
            coverage
            or of any condemnation or casualty loss that may have a material effect
            on the
            value of the Mortgaged Property as security.

          


          If
            a
            Mortgage is secured by a unit in a condominium project, the Company shall
            verify
            that the coverage required of the owner's association, including hazard,
            flood,
            liability, and fidelity coverage, is being maintained in accordance with
            then
            current Fannie Mae requirements, and secure from the owner's association
            its
            agreement to notify the Company promptly of any change in the insurance
            coverage
            or of any condemnation or casualty loss that may have a material effect
            on the
            value of the Mortgaged Property as security.

          


          In
            the
            event that any Purchaser or the Company shall determine that the Mortgaged
            Property should be insured against loss or damage by hazards and risks
            not
            covered by the insurance required to be maintained by the Mortgagor pursuant
            to
            the terms of the Mortgage, the Company shall communicate and consult
            with the
            Mortgagor with respect to the need for such insurance and bring to the
            Mortgagor's attention the required amount of coverage for the Mortgaged
            Property
            and if the Mortgagor does not obtain such coverage, the Company shall
            immediately force place the required coverage on the Mortgagor’s
            behalf.

          


          All
            policies required hereunder shall name the Company as loss payee and
            shall be
            endorsed with standard or union mortgagee clauses, without contribution,
            which
            shall provide for at least thirty (30) days prior written notice of any
            cancellation, reduction in amount or material change in coverage.

          


          The
            Company shall not interfere with the Mortgagor's freedom of choice in
            selecting
            either his insurance carrier or agent, provided, however, that the Company
            shall
            not accept any such insurance policies from insurance companies unless
            such
            companies are acceptable to Fannie Mae and Freddie Mac and are licensed
            to do
            business in the jurisdiction in which the Mortgaged Property is located.
            The
            Company shall determine that such policies provide sufficient risk coverage
            and
            amounts, that they insure the property owner, and that they properly
            describe
            the property address.

          


          Pursuant
            to Section 4.04, any amounts collected by the Company under any such
            policies
            (other than amounts to be deposited in the Escrow Account and applied
            to the
            restoration or repair of the related Mortgaged Property, or property
            acquired in
            liquidation of the Mortgage Loan, or to be released to the Mortgagor,
            in
            accordance with the Company's normal servicing procedures as specified
            in
            Section 4.14) shall be deposited in the Custodial Account subject to
            withdrawal
            pursuant to Section 4.05.

          


          Section
            4.11 Maintenance
            of Mortgage Impairment Insurance.

          


          In
            the
            event that the Company shall obtain and maintain a blanket policy insuring
            against losses arising from fire and hazards covered under extended coverage
            on
            all of the Mortgage Loans, then, to the extent such policy provides coverage
            in
            an amount equal to the amount required pursuant to Section 4.10 and otherwise
            complies with all other requirements of Section 4.10, it shall conclusively
            be
            deemed to have satisfied its obligations as set forth in Section 4.10.
            The
            Company shall prepare and make any claims on the blanket policy as deemed
            necessary by the Company in accordance with Accepted Servicing Practices.
            Any
            amounts collected by the Company under any such policy relating to a
            Mortgage
            Loan shall be deposited in the Custodial Account subject to withdrawal
            pursuant
            to Section 4.05. Such policy may contain a deductible clause, in which
            case, in
            the event that there shall not have been maintained on the related Mortgaged
            Property a policy complying with Section 4.10, and there shall have been
            a loss
            which would have been covered by such policy, the Company shall deposit
            in the
            Custodial Account at the time of such loss the amount not otherwise payable
            under the blanket policy because of such deductible clause, such amount
            to be
            deposited from the Company's funds, without reimbursement therefor. Upon
            request
            of the Purchaser, the Company shall cause to be delivered to such Purchaser
            a
            certificate of insurance and a statement from the insurer thereunder
            that such
            policy shall in no event be terminated or materially modified without
            thirty
            (30) days' prior written notice to such Purchaser.

          


          Section
            4.12 Maintenance
            of Fidelity Bond and Errors and Omissions Insurance.

          


          The
            Company shall maintain with responsible companies, at its own expense,
            a blanket
            Fidelity Bond and an Errors and Omissions Insurance Policy, with broad
            coverage
            on all officers, employees or other Persons acting in any capacity requiring
            such Persons to handle funds, money, documents or papers relating to
            the
            Mortgage Loans ("Company Employees"). Any such Fidelity Bond and Errors
            and
            Omissions Insurance Policy shall be in the form of the Mortgage Banker's
            Blanket
            Bond and shall protect and insure the Company against losses, including
            forgery,
            theft, embezzlement, fraud, errors and omissions and negligent acts of
            such
            Company Employees. Such Fidelity Bond and Errors and Omissions Insurance
            Policy
            also shall protect and insure the Company against losses in connection
            with the
            release or satisfaction of a Mortgage Loan without having obtained payment
            in
            full of the indebtedness secured thereby. No provision of this Section
            4.12
            requiring such Fidelity Bond and Errors and Omissions Insurance Policy
            shall
            diminish or relieve the Company from its duties and obligations as set
            forth in
            this Agreement. The minimum coverage under any such Fidelity Bond and
            Errors and
            Omissions Insurance Policy shall be at least equal to the amounts acceptable
            to
            Fannie Mae or Freddie Mac. Upon the request of any Purchaser, the Company
            shall
            cause to be delivered to such Purchaser a certificate of insurance for
            such
            Fidelity Bond and Errors and Omissions Insurance Policy and a statement
            from the
            surety and the insurer that such Fidelity Bond and Errors and Omissions
            Insurance Policy shall in no event be terminated or materially modified
            without
            thirty (30) days' prior written notice to the Purchaser.

          


          Section
            4.13 Inspections.

          


          If
            any
            Mortgage Loan is more than sixty (60) days delinquent, the Company immediately
            shall inspect the Mortgaged Property and shall conduct subsequent inspections
            in
            accordance with Accepted Servicing Practices or as may be required by
            the
            primary mortgage guaranty insurer. The Company shall keep a record of
            each such
            inspection and, upon request, shall provide the Purchaser with such
            information.

          


          Section
            4.14 Restoration
            of Mortgaged Property.

          


          The
            Company need not obtain the approval of the Purchaser prior to releasing
            any
            Insurance Proceeds or Condemnation Proceeds to the Mortgagor to be applied
            to
            the restoration or repair of the Mortgaged Property if such release is
            in
            accordance with Accepted Servicing Practices. For claims greater than
            $15,000,
            at a minimum the Company shall comply with the following conditions in
            connection with any such release of Insurance Proceeds or Condemnation
            Proceeds:

          


          (i) the
            Company shall receive satisfactory independent verification of completion
            of
            repairs and issuance of any required approvals with respect
            thereto;

          


          (ii) the
            Company shall take all steps necessary to preserve the priority of the
            lien of
            the Mortgage, including, but not limited to requiring waivers with respect
            to
            mechanics' and materialmen's liens;

          


          (iii) the
            Company shall verify that the Mortgage Loan is not in default; and

          


          (iv) pending
            repairs or restoration, the Company shall place the Insurance Proceeds
            or
            Condemnation Proceeds in the Escrow Account.

          


          If
            the
            Purchaser is named as an additional loss payee, the Company is hereby
            empowered
            to endorse any loss draft issued in respect of such a claim in the name
            of the
            Purchaser.

          


          Section
            4.15 Maintenance
            of PMI Policy; Claims.

          


          Except
            as
            set forth on the Data File, with respect to each Mortgage Loan with an
            LTV in
            excess of 80% at the time of origination, the Company shall, without
            any cost to
            the Purchaser, maintain or cause the Mortgagor to maintain in full force
            and
            effect a PMI Policy insuring a portion of the unpaid principal balance
            of the
            Mortgage Loan as to payment defaults. If the Mortgage Loan is insured
            by a PMI
            Policy for which the Mortgagor pays all premiums, the coverage will remain
            in
            place until (i) the LTV decreased to 78% or (ii) the PMI Policy is otherwise
            terminated pursuant to the Homeowners Protection Act of 1998, 12 USC
§4901, et
            seq. In the event that such PMI Policy shall be terminated other than
            as
            required by law, the Company shall obtain from another Qualified Insurer
            a
            comparable replacement policy, with a total coverage equal to the remaining
            coverage of such terminated PMI Policy. If the insurer shall cease to
            be a
            Qualified Insurer, the Company shall determine whether recoveries under
            the PMI
            Policy are jeopardized for reasons related to the financial condition
            of such
            insurer, it being understood that the Company shall in no event have
            any
            responsibility or liability for any failure to recover under the PMI
            Policy for
            such reason. If the Company determines that recoveries are so jeopardized,
            it
            shall notify the Purchaser and the Mortgagor, if required, and obtain
            from
            another Qualified Insurer a replacement insurance policy. The Company
            shall not
            take any action which would result in noncoverage under any applicable
            PMI
            Policy of any loss which, but for the actions of the Company would have
            been
            covered thereunder. In connection with any assumption or substitution
            agreement
            entered into or to be entered into pursuant to Section 6.01, the Company
            shall
            promptly notify the insurer under the related PMI Policy, if any, of
            such
            assumption or substitution of liability in accordance with the terms
            of such PMI
            Policy and shall take all actions which may be required by such insurer
            as a
            condition to the continuation of coverage under such PMI Policy. If such
            PMI
            Policy is terminated as a result of such assumption or substitution of
            liability, the Company shall obtain a replacement PMI Policy as provided
            above.

          


          In
            connection with its activities as servicer, the Company agrees to prepare
            and
            present, on behalf of itself and the Purchaser, claims to the insurer
            under any
            PMI Policy in a timely fashion in accordance with the terms of such PMI
            Policy
            and, in this regard, to take such action as shall be necessary to permit
            recovery under any PMI Policy respecting a defaulted Mortgage Loan. Pursuant
            to
            Section 4.04, any amounts collected by the Company under any PMI Policy
            shall be
            deposited in the Custodial Account, subject to withdrawal pursuant to
            Section
            4.05.

          


          Section
            4.16 Title,
            Management and Disposition of REO Property.

          


          In
            the
            event that title to any Mortgaged Property is acquired in foreclosure
            or by deed
            in lieu of foreclosure, the deed or certificate of sale shall be taken
            in the
            name of the Company, or, upon the written request of the Purchaser, the
            name of
            the Purchaser's nominee, who shall have all rights of the Purchaser herein
            with
            respect to such REO Property. The Person or Persons holding such title
            other
            than the Purchaser shall acknowledge in writing that such title is being
            held as
            nominee for the Purchaser.

          


          The
            Company shall manage, conserve, protect and operate each REO Property
            for the
            Purchaser solely for the purpose of its prompt disposition and sale.
            The
            Company, either itself or through an agent selected by the Company, shall
            manage, conserve, protect and operate the REO Property in the same manner
            that
            it manages, conserves, protects and operates other foreclosed property
            for its
            own account, and in the same manner that similar property in the same
            locality
            as the REO Property is managed. The Company shall attempt to sell the
            same (and
            may temporarily rent the same for a period not greater than one (1) year,
            except
            as otherwise provided below) on such terms and conditions as the Company
            deems
            to be in the best interest of the Purchaser.

          


          The
            Company shall use its best efforts to dispose of the REO Property as
            soon as
            possible and shall sell such REO Property in any event within one (1)
            year after
            title has been taken to such REO Property, unless (i) a REMIC election
            has not
            been made with respect to the arrangement under which the Mortgage Loans
            and the
            REO Property are held, and (ii) the Company determines, and gives an
            appropriate
            notice to the Purchaser to such effect, that a longer period is necessary
            for
            the orderly liquidation of such REO Property. If a period longer than
            one (1)
            year is permitted under the foregoing sentence and is necessary to sell
            any REO
            Property, (i) the Company shall report monthly to the Purchaser as to
            the
            progress being made in selling such REO Property and (ii) if, with the
            written
            consent of the Purchaser, a purchase money mortgage is taken in connection
            with
            such sale, such purchase money mortgage shall name the Company as mortgagee,
            and
            such purchase money mortgage shall not be held pursuant to this Agreement,
            but
            instead a separate participation agreement among the Company and Purchaser
            shall
            be entered into with respect to such purchase money mortgage.

          


          The
            Company shall also maintain on each REO Property fire and hazard insurance
            with
            extended coverage in amount which is at least equal to the maximum insurable
            value of the improvements which are a part of such property, liability
            insurance
            and, to the extent required and available under the Flood Disaster Protection
            Act of 1973, as amended, flood insurance in the amount required
            above.

          


          The
            disposition of REO Property shall be carried out by the Company at such price,
            and upon such terms and conditions, as the Company deems to be in the
            best
            interests of the Purchaser. The proceeds of sale of the REO Property
            shall be
            promptly deposited in the Custodial Account. As soon as practical thereafter
            the
            expenses of such sale shall be paid and the Company shall reimburse itself
            for
            any related unreimbursed Servicing Advances, unpaid Servicing Fees and
            unreimbursed advances made pursuant to Section 5.03. On the Remittance
            Date
            immediately following the Principal Prepayment Period in which such sale
            proceeds are received the net cash proceeds of such sale remaining in
            the
            Custodial Account shall be distributed to the Purchaser.

          


          The
            Company shall withdraw from the Custodial Account funds necessary for
            the proper
            operation management and maintenance of the REO Property, including the
            cost of
            maintaining any hazard insurance pursuant to Section 4.10 and the fees
            of any
            managing agent of the Company, or the Company itself. The Company shall
            make
            monthly distributions on each Remittance Date to the Purchaser of the
            net cash
            flow from the REO Property (which shall equal the revenues from such
            REO
            Property net of the expenses described in this Section 4.16 and of any
            reserves
            reasonably required from time to time to be maintained to satisfy anticipated
            liabilities for such expenses).

          


          Section
            4.17 Real
            Estate Owned Reports.

          


          Together
            with the statement furnished pursuant to Section 5.02, the Company shall
            furnish
            to the Purchaser on or before the Remittance Date each month a statement
            with
            respect to any REO Property covering the operation of such REO Property
            for the
            previous month and the Company's efforts in connection with the sale
            of such REO
            Property and any rental of such REO Property incidental to the sale thereof
            for
            the previous month. That statement shall be accompanied by such other
            information as the Purchaser shall reasonably request.

          


          Section
            4.18 Liquidation
            Reports.

          


          Upon
            the
            foreclosure sale of any Mortgaged Property or the acquisition thereof
            by the
            Purchaser pursuant to a deed in lieu of foreclosure, the Company shall
            submit to
            the Purchaser a liquidation report with respect to such Mortgaged
            Property.

          


          Section
            4.19 Reports
            of Foreclosures and Abandonments of Mortgaged Property.

          


          Following
            the foreclosure sale or abandonment of any Mortgaged Property, the Company
            shall
            report such foreclosure or abandonment as required pursuant to Section
            6050J of
            the Code. The Company shall file information reports with respect to
            the receipt
            of mortgage interest received in a trade or business and information
            returns
            relating to cancellation of indebtedness income with respect to any Mortgaged
            Property as required by the Code. Such reports shall be in form and substance
            sufficient to meet the reporting requirements imposed by the Code.

          


          Section
            4.20 Application
            of Buydown Funds.

          


          With
            respect to each Buydown Mortgage Loan, the Company shall have deposited
            into the
            Escrow Account, no later than the last day of the month, Buydown Funds
            in an
            amount equal to the aggregate undiscounted amount of payments that, when
            added
            to the amount the Mortgagor on such Mortgage Loan is obligated to pay
            on all Due
            Dates in accordance with the terms of the Buydown Agreement, is equal
            to the
            full scheduled Monthly Payments which are required to be paid by the
            Mortgagor
            under the terms of the related Mortgage Note (without regard to the related
            Buydown Agreement as if the Mortgage Loan were not subject to the terms
            of the
            Buydown Agreement). With respect to each Buydown Mortgage Loan, the Company
            will
            distribute to the Purchaser on each Remittance Date an amount of Buydown
            Funds
            equal to the amount that, when added to the amount required to be paid
            on such
            date by the related Mortgagor, pursuant to and in accordance with the
            related
            Buydown Agreement, equals the full Monthly Payment that would otherwise
            be
            required to be paid on such Mortgage Loan by the related Mortgagor under
            the
            terms of the related Mortgage Note (as if the Mortgage Loan were not
            a Buydown
            Mortgage Loan and without regard to the related Buydown Agreement).

          


          If
            the
            Mortgagor on a Buydown Mortgage Loan defaults on such Mortgage Loan during
            the
            Buydown Period and the Mortgaged Property securing such Buydown Mortgage
            Loan is
            sold in the liquidation thereof (either by the Company or the insurer
            under any
            related Primary Insurance Policy) the Company shall, on the Remittance
            Date
            following the date upon which Liquidation Proceeds or REO Disposition
            proceeds
            are received with respect to any such Buydown Mortgage Loan, distribute
            to the
            Purchaser all remaining Buydown Funds for such Mortgage Loan then remaining
            in
            the Escrow Account. Pursuant to the terms of each Buydown Agreement,
            any amounts
            distributed to the Purchaser in accordance with the preceding sentence
            will be
            applied to reduce the outstanding principal balance of the related Buydown
            Mortgage Loan. If a Mortgagor on a Buydown Mortgage Loan prepays such
            Mortgage
            Loan in its entirety during the related Buydown Period, the Company shall
            be
            required to withdraw from the Escrow Account any Buydown Funds remaining
            in the
            Escrow Account with respect to such Buydown Mortgage Loan in accordance
            with the
            related Buydown Agreement. If a principal prepayment by a Mortgagor on
            a Buydown
            Mortgage Loan during the related Buydown Period, together with any Buydown
            Funds
            then remaining in the Escrow Account related to such Buydown Mortgage
            Loan,
            would result in a principal prepayment of the entire unpaid principal
            balance of
            the Buydown Mortgage Loan, the Company shall distribute to the Purchaser
            on the
            Remittance Date occurring in the month immediately succeeding the month
            in which
            such Principal Prepayment is received, all Buydown Funds related to such
            Mortgage Loan so remaining in the Escrow Account, together with any amounts
            required to be deposited into the Custodial Account.

          


          Section
            4.21 Confidentiality/Protection
            of Customer Information.

          


          The
            Company shall keep confidential and shall not divulge to any party, without
            the
            Purchaser's prior written consent, the price paid by the Purchaser for
            the
            Mortgage Loans, except to the extent that it is reasonable and necessary
            for the
            Company to do so in working with legal counsel, auditors, taxing authorities
            or
            other governmental agencies. Each party agrees that it shall comply with
            all
            applicable laws and regulations regarding the privacy or security of
            Customer
            Information and shall maintain appropriate administrative, technical
            and
            physical safeguards to protect the security, confidentiality and integrity
            of
            Customer Information, including maintaining security measures designed
            to meet
            the objectives of the Interagency Guidelines Establishing Standards for
            Safeguarding Customer Information, 66 Fed. Reg. 8616 (the “Interagency
            Guidelines”). For purposes of this Section, the term “Customer Information”
shall have the meaning assigned to it in the Interagency
            Guidelines.

          


          Section
            4.22 Fair
            Credit Reporting Act

          


          The
            Company, in its capacity as servicer for each Mortgage Loan, agrees to
            fully
            furnish, in accordance with the Fair Credit Reporting Act and its implementing
            regulations, accurate and complete information (e.g., favorable and unfavorable)
            on its borrower credit files to Equifax, Experian and Trans Union Credit
            Information Company (three of the credit repositories), on a monthly
            basis.

          


          Section
            4.23. Prepayment
            Penalties.

           

          To
            the
            extent consistent with the terms of this Agreement, the Company may waive
            (or
            permit a subservicer to waive) a Prepayment Penalty only under the following
            circumstances: (i) such
            waiver relates to a default or a reasonably forseeable default and would,
            in the
            reasonable judgment of the Company, maximize recovery of total proceeds,
            taking
            into account the value of such Prepayment Penalty and the related Mortgage
            Loan,
(ii)
            such
            waiver is required under state or federal law or (iii) the mortgage debt
            has
            been accelerated as a result of the Mortgagor’s default in making its Monthly
            Payments. The
            Company shall not waive any Prepayment Penalty unless it is waived in
            accordance
            with this Section 4.23.

           

          The
            Company
shall
            pay
            the amount of any
            Prepayment
            Penalty (to the extent not collected and remitted to the Purchaser) to
            the
            Purchaser or its assignees if (1) the representation
            in
Section
            3.02(uu)
            is breached and such breach materially and adversely affects the interests
            of
            the Purchaser or its assigns,
            or
            (2)
            the Company waives any Prepayment Penalty other than as permitted under
            this
            Section 4.23. The
            Company
            shall pay the amount of such
            Prepayment Penalty, for the benefit of the Purchaser or any assignee
            of the
            Purchaser, by depositing such amount into the Custodial Account at the
            time that
            the amount prepaid on the related Mortgage Loan is required to be deposited
            into
            the Custodial Account.

          


          Section
            4.24 Notification
            of Adjustments.

          


          With
            respect to each Adjustable Rate Mortgage Loan, the Company shall adjust
            the
            Mortgage Interest Rate on the related Adjustment Date in compliance with
            the
            requirements of applicable law and the related Mortgage and Mortgage
            Note. The
            Company shall execute and deliver any and all necessary notices required
            under
            applicable law and the terms of the related Mortgage Note and Mortgage
            regarding
            the Mortgage Interest Rate adjustments. Upon the discovery by the Company
            or the
            receipt of notice from the Purchaser that the Company has failed to adjust
            a
            Mortgage Interest Rate in accordance with the terms of the related Mortgage
            Note, the Company shall immediately deposit in the Custodial Account
            from its
            own funds the amount of any interest loss or deferral caused the Purchaser
            thereby.

          


          Section
            4.25 Use
            of
            Subservicers and Subcontractors.

          


          The
            Company shall not hire or otherwise utilize the services of any Subservicer
            to
            fulfill any of the obligations of the Company under this Agreement or
            any
            Reconstitution Agreement unless the Company complies with the provisions
            of
            paragraph (a) of this Section 4.25. The Company shall not hire or otherwise
            utilize the services of any Subcontractor, and shall not permit any Subservicer
            to hire or otherwise utilize the services of any Subcontractor, to fulfill
            any
            of the obligations of the Company under this Agreement or any Reconstitution
            Agreement unless the Company complies with the provisions of paragraph
            (b) of
            this Section 4.25.

          


          (a) It
            shall
            not be necessary for the Company to seek the consent of the Purchaser,
            any
            Master Servicer or any Depositor to the utilization of any Subservicer.
            The
            Company shall cause any Subservicer used by the Company (or by any Subservicer)
            for the benefit of the Purchaser and any Depositor to comply with the
            provisions
            of this Section 4.25 and with Sections 6.04, 6.06, 9.01(d)(iii), 9.01(d)(v),
            9.01(d)(vi), 9.01(d)(vii), 9.01(d)(viii) and 9.01(e) of this Agreement
            to the
            same extent as if such Subservicer were the Company, and to provide the
            information required with respect to such Subservicer under Section 9.01(d)(iv)
            of this Agreement. The Company shall be responsible for obtaining from
            each
            Subservicer and delivering to the Purchaser and any Depositor any servicer
            compliance statement required to be delivered by such Subservicer under
            Section
            6.04 and any assessment of compliance and attestation required to be
            delivered
            by such Subservicer under Section 6.06 and any certification required
            to be
            delivered to the Person that will be responsible for signing the Sarbanes
            Certification under Section 6.06 as and when required to be
            delivered.

          


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

          


          As
            a
            condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
            Regulation AB, the Company shall cause any such Subcontractor used by
            the
            Company (or by any Subservicer) for the benefit of the Purchaser and
            any
            Depositor to comply with the provisions of Sections 6.06 and 9.01(e)
            of this
            Agreement to the same extent as if such Subcontractor were the Company.
            The
            Company shall be responsible for obtaining from each Subcontractor and
            delivering to the Purchaser and any Depositor any assessment of compliance
            and
            attestation and the other certifications required to be delivered by
            such
            Subcontractor under Section 6.06, in each case as and when required to
            be
            delivered.

          


           

          ARTICLE
            V

           

          PAYMENTS
            TO PURCHASER

          


          Section
            5.01 Remittances.

          


          On
            each
            Remittance Date the Company shall remit by wire transfer of immediately
            available funds to the Purchaser (a) all amounts deposited in the Custodial
            Account as of the close of business on the Determination Date (net of
            charges
            against or withdrawals from the Custodial Account pursuant to Section
            4.05),
            plus (b) all amounts, if any, which the Company is obligated to distribute
            pursuant to Section 5.03, minus (c) any amounts attributable to Principal
            Prepayments received after the applicable Principal Prepayment Period
            which
            amounts shall be remitted on the following Remittance Date, together
            with any
            additional interest required to be deposited in the Custodial Account
            in
            connection with such Principal Prepayment in accordance with Section
            4.04(viii);
            minus (d) any amounts attributable to Monthly Payments collected but
            due on a
            Due Date or Dates subsequent to the first day of the month of the Remittance
            Date, and minus (e) any amounts attributable to Buydown Funds being held
            in the
            Custodial Account, which amounts shall be remitted on the Remittance
            Date next
            succeeding the Due Period for such amounts.

          


          With
            respect to any remittance received by the Purchaser after the second
            (2nd)
            Business Day following the Business Day on which such payment was due,
            the
            Company shall pay to the Purchaser interest on any such late payment
            at an
            annual rate equal to the Prime Rate, adjusted as of the date of each
            change,
            plus three percentage points, but in no event greater than the maximum
            amount
            permitted by applicable law. Such interest shall be deposited in the
            Custodial
            Account by the Company on the date such late payment is made and shall
            cover the
            period commencing with the day following such second (2nd)
            Business Day and ending with the Business Day on which such payment is
            made,
            both inclusive. Such interest shall be remitted along with the distribution
            payable on the next succeeding Remittance Date. The payment by the Company
            of
            any such interest shall not be deemed an extension of time for payment
            or a
            waiver of any Event of Default by the Company.

          


          Section
            5.02 Statements
            to Purchaser.

          


          Not
            later
            than the tenth (10th) Business Day of each month, the Company shall furnish
            to
            the Purchaser a monthly remittance advice, including the information
            set forth
            in Exhibit I, in a mutually agreeable electronic format, as to the period
            ending
            on the last day of the month preceding such Remittance Date.

          


          Section
            5.03 Monthly
            Advances by Company.

          


          On
            the
            Business Day immediately preceding each Remittance Date, the Company
            shall
            deposit in the Custodial Account from its own funds or from amounts held
            for
            future distribution an amount equal to all Monthly Payments (with interest
            adjusted to the Mortgage Loan Remittance Rate) which were due on the
            Mortgage
            Loans during the applicable Due Period and which were delinquent at the
            close of
            business on the immediately preceding Determination Date or which were
            deferred
            pursuant to Section 4.01. Any amounts held for future distribution and
            so used
            shall be replaced by the Company by deposit in the Custodial Account
            on or
            before any future Remittance Date if funds in the Custodial Account on
            such
            Remittance Date shall be less than payments to the Purchaser required
            to be made
            on such Remittance Date. The Company's obligation to make such Monthly
            Advances
            as to any Mortgage Loan will continue through the last Monthly Payment
            due prior
            to the payment in full of the Mortgage Loan, or through the earlier of:
            (i) the
            last Remittance Date prior to the Remittance Date for the distribution
            of all
            Liquidation Proceeds and other payments or recoveries (including Insurance
            Proceeds and Condemnation Proceeds) with respect to the Mortgage Loan;
            and (ii)
            the Remittance Date prior to the date the Mortgage Loan is converted
            to REO
            Property, provided however, that if requested by a Rating Agency in connection
            with a securitization, the Company shall be obligated to make such advances
            through the Remittance Date prior to the date on which cash is received
            in
            connection with the liquidation of REO Property; provided, however, that
            such
            obligation shall cease if the Company determines, in its sole reasonable
            opinion, that advances with respect to such Mortgage Loan are non-recoverable
            by
            the Company from Liquidation Proceeds, Insurance Proceeds, Condemnation
            Proceeds, or otherwise with respect to a particular Mortgage Loan. In
            the event
            that the Company determines that any such advances are non-recoverable,
            the
            Company shall provide the Purchaser with a certificate signed by two
            officers of
            the Company evidencing such determination. The Company shall not have
            an
            obligation to make such Monthly Advances as to any Mortgage Loan with
            respect to
            shortfalls relating to the Servicemembers Civil Relief Act or similar
            state and
            local laws.

          


           

          ARTICLE
            VI

           

          GENERAL
            SERVICING PROCEDURES

          


          Section
            6.01 Transfers
            of Mortgaged Property.

          


          The
            Company shall use its best efforts to enforce any "due-on-sale" provision
            contained in any Mortgage or Mortgage Note and to deny assumption by
            the Person
            to whom the Mortgaged Property has been or is about to be sold whether
            by
            absolute conveyance or by contract of sale, and whether or not the Mortgagor
            remains liable on the Mortgage and the Mortgage Note. When the Mortgaged
            Property has been conveyed by the Mortgagor, the Company shall, to the
            extent it
            has knowledge of such conveyance, exercise its rights to accelerate the
            maturity
            of such Mortgage Loan under the "due-on-sale" clause applicable thereto,
            provided, however, that the Company shall not exercise such rights if
            prohibited
            by law from doing so or if the exercise of such rights would impair or
            threaten
            to impair any recovery under the related PMI Policy, if any.

          


          If
            the
            Company reasonably believes it is unable under applicable law to enforce
            such
            "due-on-sale" clause, the Company shall enter into (i) an assumption
            and
            modification agreement with the Person to whom such property has been
            conveyed,
            pursuant to which such Person becomes liable under the Mortgage Note
            and the
            original Mortgagor remains liable thereon or (ii) in the event the Company
            is
            unable under applicable law to require that the original Mortgagor remain
            liable
            under the Mortgage Note and the Company has the prior consent of the
            primary
            mortgage guaranty insurer, a substitution of liability agreement with
            the
            purchaser of the Mortgaged Property pursuant to which the original Mortgagor
            is
            released from liability and the purchaser of the Mortgaged Property is
            substituted as Mortgagor and becomes liable under the Mortgage Note.
            If an
            assumption fee is collected by the Company for entering into an assumption
            agreement the fee will be retained by the Company as additional servicing
            compensation. In connection with any such assumption, neither the Mortgage
            Interest Rate borne by the related Mortgage Note, the term of the Mortgage
            Loan,
            the outstanding principal amount of the Mortgage Loan nor any other material
            terms shall be changed without Purchaser’s consent.

          


          To
            the
            extent that any Mortgage Loan is assumable, the Company shall inquire
            diligently
            into the credit worthiness of the proposed transferee, and shall use
            the
            underwriting criteria for approving the credit of the proposed transferee
            which
            are used with respect to underwriting mortgage loans of the same type
            as the
            Mortgage Loan. If the credit worthiness of the proposed transferee does
            not meet
            such underwriting criteria, the Company diligently shall, to the extent
            permitted by the Mortgage or the Mortgage Note and by applicable law,
            accelerate
            the maturity of the Mortgage Loan.

          


          Section
            6.02 Satisfaction
            of Mortgages and Release of Mortgage Files.

          


          Upon
            the
            payment in full of any Mortgage Loan, or the receipt by the Company of
            a
            notification that payment in full will be escrowed in a manner customary
            for
            such purposes, the Company shall notify the Purchaser in the Monthly
            Remittance
            Advice as provided in Section 5.02, and may request the release of any
            Mortgage
            Loan Documents.

          


          If
            the
            Company satisfies or releases the lien of Mortgage without first having
            obtained
            payment in full of the indebtedness secured by the Mortgage (other than
            as a
            result of a modification of the Mortgage pursuant to the terms of this
            Agreement
            or a liquidation of the Mortgaged Property pursuant to the terms of this
            Agreement) or should the Company otherwise prejudice any rights the Purchaser
            may have under the mortgage instruments, upon written demand of the Purchaser,
            the Company shall repurchase the related Mortgage Loan at the Repurchase
            Price
            by deposit thereof in the Custodial Account within two (2) Business Days
            of
            receipt of such demand by the Purchaser. The Company shall maintain the
            Fidelity
            Bond and Errors and Omissions Insurance Policy as provided for in Section
            4.12
            insuring the Company against any loss it may sustain with respect to
            any
            Mortgage Loan not satisfied in accordance with the procedures set forth
            herein.

          


          Section
            6.03 Servicing
            Compensation.

          


          As
            compensation for its services hereunder, the Company shall be entitled
            to
            withdraw from the Custodial Account the amount of its Servicing Fee.
            The
            Servicing Fee shall be payable monthly and shall be computed on the basis
            of the
            same unpaid principal balance and for the period respecting which any
            related
            interest payment on a Mortgage Loan is received. The obligation of the
            Purchaser
            to pay the Servicing Fee is limited to, and payable solely from, the
            interest
            portion (including recoveries with respect to interest from Liquidation
            Proceeds, to the extent permitted by Section 4.05) of such Monthly Payments.
            Notwithstanding the foregoing, with respect to the payment of the Servicing
            Fee
            for any month, the aggregate Servicing Fee shall be reduced (but not
            below zero)
            by an amount equal to the Prepayment Interest Shortfall for such Remittance
            Date
            relating to the Mortgage Loans.

          


          Additional
            servicing compensation in the form of assumption fees, to the extent
            provided in
            Section 6.01, and late payment charges shall be retained by the Company
            to the
            extent not required to be deposited in the Custodial Account. The Company
            shall
            be required to pay all expenses incurred by it in connection with its
            servicing
            activities hereunder and shall not be entitled to reimbursement thereof
            except
            as specifically provided for herein.

          


          Section
            6.04 Annual
            Statement as to Compliance.

          


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

          


          Section
            6.05 Annual
            Independent Public Accountants' Servicing Report.

          


          Except
            with respect to any Mortgage Loans that are the subject of a Securitization
            Transaction, on or before March 1, of each calendar year, commencing
            in 2007,
            the Company, at its expense, shall cause a firm of independent public
            accountants which is a member of the American Institute of Certified
            Public
            Accountants to furnish a statement to each Purchaser to the effect that
            such
            firm has examined certain documents and records relating to the servicing
            of the
            mortgage loans similar in nature and that such firm is of the opinion
            that the
            provisions of this or similar agreements have been complied with, and
            that, on
            the basis of such examination conducted substantially in compliance with
            the
            Uniform Single Attestation Program for Mortgage Bankers, nothing has
            come to
            their attention which would indicate that such servicing has not been
            conducted
            in compliance therewith, except for (i) such exceptions as such firm
            shall
            believe to be immaterial, and (ii) such other exceptions as shall be
            set forth
            in such statement. By providing Purchaser a copy of a Uniform Single
            Attestation
            Program Report from their independent public accountant's on an annual
            basis,
            Company shall be considered to have fulfilled its obligations under this
            Section
            6.05.

          


          Section
            6.06 Report
            on Assessment of Compliance and Attestation.

          


          With
            respect to any Mortgage Loans that are the subject of a Securitization
            Transaction, on or before March 1 of each calendar year, commencing in
            2007, the
            Company shall:

          


          
            	(i)  	
                    deliver
                      to the Purchaser, any Master Servicer and any Depositor a report
                      (in form
                      and substance reasonably satisfactory to the Purchaser, such
                      Master
                      Servicer and such Depositor) regarding the Company’s assessment of
                      compliance with the Servicing Criteria during the immediately
                      preceding
                      calendar year, as required under Rules 13a-18 and 15d-18 of
                      the Exchange
                      Act and Item 1122 of Regulation AB. Such report shall be addressed
                      to the
                      Purchaser, such Master Servicer and such Depositor and signed
                      by an
                      authorized officer of the Company, and shall address each of
                      the
                      “Applicable Servicing Criteria” specified on Exhibit J hereto (or those
                      Servicing Criteria otherwise mutually agreed to by the Purchaser,
                      the
                      Company and any Person that will be responsible for signing
                      any Sarbanes
                      Certification with respect to a Securitization Transaction
                      in response to
                      evolving interpretations of Regulation
                      AB);

                  


          

          


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

                  


          

          


          
            	(iii)  	
                    cause
                      each Subservicer and each Subcontractor, determined by the
                      Company
                      pursuant to Section 4.25(b) to be “participating in the servicing
                      function” within the meaning of Item 1122 of Regulation AB, to deliver
                      to
                      the Purchaser, any Depositor, or if Wells Fargo Bank, N.A.
                      is the Master
                      Servicer, to the Master Servicer an assessment of compliance
                      and
                      accountants’ attestation as and when provided in this Section 6.06; and
                      

                  


          

          


          
            	(iv)  	
                    deliver,
                      and cause each Subservicer and each Subcontractor described
                      in clause
                      (iii) to deliver to the Purchaser, any Master Servicer and
                      any Depositor
                      and any other Person that will be responsible for signing the
                      certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and
                      15d-14(d) under the Exchange Act (pursuant to Section 302 of
                      the
                      Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer
                      with
                      respect to a Securitization Transaction a certification, signed
                      by the
                      appropriate officer of the Company, in the form attached hereto
                      as Exhibit
                      K.

                  


          

          


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

          


          Each
            assessment of compliance provided by a Subservicer pursuant to Section
            6.06(i)
            shall address each of the Servicing Criteria specified substantially
            in the form
            of Exhibit J hereto delivered to the Purchaser at the time of any Securitization
            Transaction or, in the case of a Subservicer subsequently appointed as
            such, on
            or prior to the date of such appointment. An assessment of compliance
            provided
            by a Subcontractor pursuant to Section 6.06(iii) need not address any
            elements
            of the Servicing Criteria other than those specified by the Company pursuant
            to
            Section 4.25.

          


          Section
            6.07 Remedies.

          


          (i) Any
            failure by the Company, any Subservicer, any Subcontractor or any Third-Party
            Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under Article IX, Sections
            4.25,
            6.04 or 6.06, or any breach by the Company of a representation or warranty
            set
            forth in Section 9.01(d)(vi)(A), or in a writing furnished pursuant to
            Section
            9.01(d)(vi)(B) and made as of a date prior to the closing date of the
            related
            Securitization Transaction, to the extent that such breach is not cured
            by such
            closing date, or any breach by the Company of a representation or warranty
            in a
            writing furnished pursuant to Section 9.01(d)(vi)(B) to the extent made
            as of a
            date subsequent to such closing date, shall, except as provided in sub-clause
            (ii) of this Section, immediately and automatically, without notice or
            grace
            period, constitute an Event of Default with respect to the Company under
            this
            Agreement and any applicable Reconstitution Agreement, and shall entitle
            the
            Purchaser or any Depositor, as applicable, in its sole discretion to
            terminate
            the rights and obligations of the Company as servicer under this Agreement
            and/or any applicable Reconstitution Agreement without payment (notwithstanding
            anything in this Agreement or any applicable Reconstitution Agreement
            to the
            contrary) of any compensation to the Company (and, if the Company is
            servicing
            any of the Mortgage Loans in a Securitization Transaction, appoint a
            successor
            servicer reasonably acceptable to any Master Servicer for such Securitization
            Transaction); provided that to the extent that any provision of this
            Agreement
            and/or any applicable Reconstitution Agreement expressly provides for
            the
            survival of certain rights or obligations following termination of the
            Company
            as servicer, such provision shall be given effect.

          


          (ii) Any
            failure by the Company, any Subservicer or any Subcontractor to deliver
            any
            information, report, certification or accountants’ letter when and as required
            under Sections 6.04 or 6.06, including (except as provided below) any
            failure by
            the Company to identify any Subcontractor “participating in the servicing
            function” within the meaning of Item 1122 of Regulation AB, which continues
            unremedied for ten (10) calendar days after the date on which such information,
            report, certification or accountants’ letter was required to be delivered shall
            constitute an Event of Default with respect to the Company under this
            Agreement
            and any applicable Reconstitution Agreement, and shall entitle the Purchaser,
            any Master Servicer or any Depositor, as applicable, in its sole discretion
            to
            terminate the rights and obligations of the Company under this Agreement
            and/or
            any applicable Reconstitution Agreement without payment (notwithstanding
            anything in this Agreement to the contrary) of any compensation to the
            Company;
            provided that to the extent that any provision of this Agreement and/or
            any
            applicable Reconstitution Agreement expressly provides for the survival
            of
            certain rights or obligations following termination of the Company as
            servicer,
            such provision shall be given effect.

          


          Neither
            the Purchaser nor any Depositor shall be entitled to terminate the rights
            and
            obligations of the Company pursuant to this Section 6.07(ii) if a failure
            of the
            Company to identify a Subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB was attributable solely
            to the
            role or functions of such Subcontractor with respect to mortgage loans
            other
            than the Mortgage Loans.

          


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

          


          Section
            6.08 Right
            to Examine Company Records.

          


          The
            Purchaser, or its designee, shall have the right to examine and audit
            any and
            all of the books, records, or other information of the Company, whether
            held by
            the Company or by another on its behalf, with respect to or concerning
            this
            Agreement or the Mortgage Loans, during business hours or at such other
            times as
            may be reasonable under applicable circumstances, upon reasonable advance
            notice. The Purchaser shall pay its own expenses associated with such
            examination.

          


          Section
            6.09 Compliance
            with REMIC Provisions.

          


          If
            a
            REMIC election has been made with respect to the arrangement under which
            the
            Mortgage Loans and REO Property are held, the Company shall not take
            any action,
            cause the REMIC to take any action or fail to take (or fail to cause
            to be
            taken) any action that, under the REMIC Provisions, if taken or not taken,
            as
            the case may be, could (i) endanger the status of the REMIC as a REMIC
            or (ii)
            result in the imposition of a tax upon the REMIC (including but not limited
            to
            the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the
            Code and the tax on “contributions” to a REMIC set forth in Section 860G(d) of
            the Code) unless the Company has received an Opinion of Counsel (at the
            expense
            of the party seeking to take such action) to the effect that the contemplated
            action will not endanger such REMIC status or result in the imposition
            of any
            such tax.

          


           

          ARTICLE
            VII

           

          COMPANY
            TO COOPERATE

          


          Section
            7.01 Provision
            of Information.

          


          During
            the term of this Agreement, the Company shall furnish to the Purchaser
            such
            periodic, special, or other reports or information, and copies or originals
            of
            any documents contained in the Servicing File for each Mortgage Loan
            provided
            for herein. All other special reports or information not provided for
            herein as
            shall be necessary, reasonable, or appropriate with respect to the Purchaser
            or
            any regulatory agency will be provided at the Purchaser’s expense. All such
            reports, documents or information shall be provided by and in accordance
            with
            all reasonable instructions and directions which the Purchaser may
            give.

          


          The
            Company shall execute and deliver all such instruments and take all such
            action
            as the Purchaser may reasonably request from time to time, in order to
            effectuate the purposes and to carry out the terms of this
            Agreement.

          


          Section
            7.02 Financial
            Statements; Servicing Facility.

          


          In
            connection with marketing the Mortgage Loans, the Purchaser may make
            available
            to a prospective Purchaser a Consolidated Statement of Operations of
            the Company
            for the most recently completed two (2) fiscal years for which such a
            statement
            is available, as well as a Consolidated Statement of Condition at the
            end of the
            last two (2) fiscal years covered by such Consolidated Statement of Operations.
            The Company, upon request, also shall make available any comparable interim
            statements to the extent any such statements have been prepared by or
            on behalf
            of the Company (and are available upon request to members or stockholders
            of the
            Company or to the public at large).

          


          The
            Company also shall make available to Purchaser or prospective Purchaser
            a
            knowledgeable financial or accounting officer for the purpose of answering
            questions respecting recent developments affecting the Company or the
            financial
            statements of the Company, and to permit any prospective purchaser to
            inspect
            the Company's servicing facilities for the purpose of satisfying such
            prospective purchaser that the Company has the ability to service the
            Mortgage
            Loans as provided in this Agreement.

          


           

          ARTICLE
            VIII

           

          THE
            COMPANY

          


          Section
            8.01 Indemnification;
            Third Party Claims.

          


          The
            Company shall indemnify the Purchaser and hold it harmless against any
            and all
            claims, losses, damages, penalties, fines, forfeitures, reasonable and
            necessary
            legal fees and related costs, judgments, and any other costs, fees and
            expenses
            that the Purchaser may sustain in any way related to the failure of the
            Company
            to perform its duties and service the Mortgage Loans in strict compliance
            with
            the terms of this Agreement. The Company immediately shall notify the
            Purchaser
            if a claim is made by a third party with respect to this Agreement or
            the
            Mortgage Loans, assume (with the prior written consent of the Purchaser)
            the
            defense of any such claim and pay all expenses in connection therewith,
            including counsel fees, and promptly pay, discharge and satisfy any judgment
            or
            decree which may be entered against it or the Purchaser in respect of
            such
            claim. The Company shall follow any written instructions received from
            the
            Purchaser in connection with such claim. The Purchaser promptly shall
            reimburse
            the Company for all amounts advanced by it pursuant to the preceding
            sentence
            except when the claim is in any way related to the Company's indemnification
            pursuant to Section 3.03, or the failure of the Company to service and
            administer the Mortgage Loans in strict compliance with the terms of
            this
            Agreement.

          


          Section
            8.02 Merger
            or Consolidation of the Company.

          


          The
            Company shall keep in full effect its existence, rights and franchises
            and shall
            obtain and preserve its qualification to do business in each jurisdiction
            in
            which such qualification is or shall be necessary to protect the validity
            and
            enforceability of this Agreement or any of the Mortgage Loans and to
            perform its
            duties under this Agreement.

          


          Any
            Person into which the Company may be merged or consolidated, or any corporation
            resulting from any merger, conversion or consolidation to which the Company
            shall be a party, or any Person succeeding to the business of the Company,
            shall
            be the successor of the Company hereunder, without the execution or filing
            of
            any paper or any further act on the part of any of the parties hereto,
            anything
            herein to the contrary notwithstanding, provided, however, that the successor
            or
            surviving Person shall be an institution (i) having a net worth of not
            less than
            $25,000,000 and (ii) which is a Fannie Mae/Freddie Mac-approved seller/servicer
            in good standing. Furthermore, in the event the Company transfers or
            otherwise
            disposes of all or substantially all of its assets to an affiliate of
            the
            Company, such affiliate shall satisfy the condition above, and shall
            also be
            fully liable to the Purchaser for all of the Company's obligations and
            liabilities hereunder.

          


          Section
            8.03 Limitation
            on Liability of Company and Others.

          


          Neither
            the Company nor any of the directors, officers, employees or agents of
            the
            Company shall be under any liability to the Purchaser for any action
            taken or
            for refraining from the taking of any action in good faith pursuant to
            this
            Agreement, or for errors in judgment, provided, however, that this provision
            shall not protect the Company or any such Person against any breach of
            warranties or representations made herein, or failure to perform its
            obligations
            in strict compliance with any standard of care set forth in this Agreement
            or
            any other liability which would otherwise be imposed under this Agreement.
            The
            Company and any director, officer, employee or agent of the Company may
            rely in
            good faith on any document of any kind prima facie properly executed
            and
            submitted by any Person respecting any matters arising hereunder. The
            Company
            shall not be under any obligation to appear in, prosecute or defend any
            legal
            action which is not incidental to its duties to service the Mortgage
            Loans in
            accordance with this Agreement and which in its opinion may involve it
            in any
            expense or liability, provided, however, that the Company may, with the
            consent
            of the Purchaser, undertake any such action which it may deem necessary
            or
            desirable in respect to this Agreement and the rights and duties of the
            parties
            hereto. In such event, the Company shall be entitled to reimbursement
            from the
            Purchaser of the reasonable legal expenses and costs of such
            action.

          


          Section
            8.04 Limitation
            on Resignation and Assignment by Company.

          


          The
            Purchaser has entered into this Agreement with the Company and subsequent
            purchasers will purchase the Mortgage Loans in reliance upon the independent
            status of the Company, and the representations as to the adequacy of
            its
            servicing facilities, personnel, records and procedures, its integrity,
            reputation and financial standing, and the continuance thereof. Therefore,
            the
            Company shall neither assign this Agreement or the servicing rights hereunder
            or
            delegate its rights or duties hereunder (other than pursuant to Section
            4.01) or
            any portion hereof or sell or otherwise dispose of all of its property
            or assets
            without the prior written consent of the Purchaser, which consent shall
            not be
            unreasonably withheld.

          


          The
            Company shall not resign from the obligations and duties hereby imposed
            on it
            except by mutual consent of the Company and the Purchaser or upon the
            determination that its duties hereunder are no longer permissible under
            applicable law and such incapacity cannot be cured by the Company. Any
            such
            determination permitting the resignation of the Company shall be evidenced
            by an
            Opinion of Counsel to such effect delivered to the Purchaser which Opinion
            of
            Counsel shall be in form and substance acceptable to the Purchaser. No
            such
            resignation shall become effective until a successor shall have assumed
            the
            Company's responsibilities and obligations hereunder in the manner provided
            in
            Section 12.01.

          


          Without
            in any way limiting the generality of this Section 8.04, in the event
            that the
            Company either shall assign this Agreement or the servicing responsibilities
            hereunder or delegate its duties hereunder (other than pursuant to Section
            4.01)
            or any portion thereof or sell or otherwise dispose of all or substantially
            all
            of its property or assets, without the prior written consent of the Purchaser,
            then the Purchaser shall have the right to terminate this Agreement upon
            notice
            given as set forth in Section 10.01, without any payment of any penalty
            or
            damages and without any liability whatsoever to the Company or any third
            party.

           

          


           

          ARTICLE
            IX

           

          SECURITIZATION
            TRANSACTIONS, WHOLE LOAN SALES AND AGENCY SALES

          


          Section
            9.01 Removal
            of Mortgage Loans from Inclusion Under this Agreement Upon the Securitization
            Transactions, Whole Loan Sales or Agency Sales.

          


          The
            Purchaser and the Company agree that with respect to some or all of the
            Mortgage
            Loans, the Purchaser, at its sole option, may effect Agency Sales, Whole
            Loan
            Transfers or Securitization Transactions, retaining the Company as the
            servicer
            thereof or subservicer if a master servicer is employed, or as applicable
            the
            "seller/servicer." On the Reconstitution Date, the Mortgage Loans transferred
            may cease to be serviced by the Company pursuant to this Agreement; provided,
            however, that, in the event that any Mortgage Loan transferred pursuant
            to this
            Section 9.01 is rejected by the transferee, the Company shall continue
            to
            service such rejected Mortgage Loan on behalf of the Purchaser in accordance
            with the terms and provisions of this Agreement.

          


          The
            Company shall cooperate with the Purchaser in connection with each Agency
            Sale,
            Whole Loan Transfer or Securitization Transaction in accordance with
            this
            Section 9.01. In connection therewith:

          


          
            	 	
                    (a)

                  	
                    the
                      Company shall make all representations and warranties made
                      herein with
                      respect to the Mortgage Loans as of the Closing Date and all
                      representations and warranties made herein with respect to
                      the Company
                      itself as of the closing date of each Agency Sale, Whole Loan
                      Transfer or
                      Securitization Transaction;

                  


          

          


          
            	 	
                    (b)

                  	
                    the
                      Company shall execute an Assignment, Assumptions and Recognition
                      Agreement
                      or at the option of the Purchaser, negotiate in good faith
                      and execute any
                      seller/servicer agreements to effectuate the foregoing provided
                      such
                      agreements create no greater obligation or cost on the part
                      of the Company
                      than otherwise set forth in this
                      Agreement;

                  


          

          


          
            	 	
                    (c)

                  	
                    the
                      Company shall provide such additional representations, warranties,
                      covenants or opinions of counsel as are reasonably believed
                      necessary by
                      the trustee, any rating agency or the Purchaser, as the case
                      may be, in
                      connection with such Whole Loan Transfers, Agency Sales or
                      Securitization
                      Transactions. The Purchaser shall pay all third party costs
                      associated
                      with the preparation of such information. The Company shall
                      execute any
                      seller/servicer agreements required within a reasonable period
                      of time
                      after receipt of such seller/servicer agreements which time
                      shall be
                      sufficient for the Company and Company’s counsel to review such
                      seller/servicer agreements. Under this Agreement, the Company
                      shall retain
                      a Servicing Fee for each Mortgage Loan at the Servicing Fee
                      Rate;
                      

                  


          

          


          
            	 	
                    (d)

                  	
                    in
                      connection with any Securitization Transaction, the Company
                      shall (1)
                      within five (5) Business Days following request by the Purchaser
                      or any
                      Depositor, provide to the Purchaser and such Depositor (or,
                      as applicable,
                      cause each Third-Party Originator and each Subservicer to provide),
                      in
                      writing and in form and substance reasonably satisfactory to
                      the Purchaser
                      and such Depositor, the information and materials specified
                      in paragraphs
                      (i), (ii), (iii) and (vii) of this subsection (d), and (2)
                      as promptly as
                      practicable following notice to or discovery by the Company,
                      provide to
                      the Purchaser and any Depositor (in writing and in form and
                      substance
                      reasonably satisfactory to the Purchaser and such Depositor)
                      the
                      information specified in paragraph (iv) of this subsection
                      (d).

                  


          

          


          
            	 	
                    (i)

                  	
                    If
                      so requested by the Purchaser or any Depositor, the Company
                      shall provide
                      such information regarding (1) the Company, as originator of
                      the Mortgage
                      Loans (including as an acquirer of Mortgage Loans from a Qualified
                      Correspondent), or (2) each Third-Party Originator, and (3)
                      as applicable,
                      each Subservicer, as is requested for the purpose of compliance
                      with Items
                      1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such
                      information
                      shall include, at a minimum:

                  


          

          


          
            	 	
                    (A)

                  	
                    the
                      originator’s form of organization;

                  


          

          


          
            	 	
                    (B)

                  	
                    a
                      description of the originator’s origination program and how long the
                      originator has been engaged in originating residential mortgage
                      loans,
                      which description shall include a discussion of the originator’s
                      experience in originating mortgage loans of a similar type
                      as the Mortgage
                      Loans; information regarding the size and composition of the
                      originator’s
                      origination portfolio; and information that may be material,
                      in the good
                      faith judgment of the Purchaser or any Depositor, to an analysis
                      of the
                      performance of the Mortgage Loans, including the originators’
                      credit-granting or underwriting criteria for mortgage loans
                      of similar
                      type(s) as the Mortgage Loans and such other information as
                      the Purchaser
                      or any Depositor may reasonably request for the purpose of
                      compliance with
                      Item 1110(b)(2) of Regulation AB;

                  


          

          


          
            	 	
                    (C)

                  	
                    a
                      description of any material legal or governmental proceedings
                      pending (or
                      known to be contemplated) against the Company, each Third-Party
                      Originator
                      and each Subservicer; and

                  


          

          


          
            	 	
                    (D)

                  	
                    a
                      description of any affiliation or relationship (of a type described
                      in
                      Item 1119 of Regulation AB) between the Company, each Third-Party
                      Originator, each Subservicer and any of the following parties
                      to a
                      Securitization Transaction, as such parties are identified
                      to the Company
                      by the Purchaser or any Depositor in writing in advance of
                      a
                      Securitization Transaction:

                  


          

          


          
            
              (1)
                the
                sponsor;

            

          

          (2) the
            depositor;

          (3) the
            issuing entity;

          (4) any
            servicer;

          (5) any
            trustee;

          (6) any
            originator;

          (7) any
            significant obligor;

          (8) any
            enhancement or support provider; and

          (9) any
            other
            material transaction party.

          


          
            	 	
                    (ii)

                  	
                    If
                      so requested by the Purchaser or any Depositor, the Company
                      shall provide
                      (or, as applicable, cause each Third-Party Originator to provide)
                      Static
                      Pool Information with respect to the mortgage loans (of a similar
                      type as
                      the Mortgage Loans, as reasonably identified by the Purchaser
                      as provided
                      below) originated by (1) the Company, if the Company is an
                      originator of
                      Mortgage Loans (including as an acquirer of Mortgage Loans
                      from a
                      Qualified Correspondent), and/or (2) each Third-Party Originator.
                      Such
                      Static Pool Information shall be prepared by the Company (or
                      Third-Party
                      Originator) on the basis of its reasonable, good faith interpretation
                      of
                      the requirements of Item 1105(a)(1)-(3) of Regulation AB. To
                      the extent
                      that there is reasonably available to the Company (or Third-Party
                      Originator) Static Pool Information with respect to more than
                      one mortgage
                      loan type, the Purchaser or any Depositor shall be entitled
                      to specify
                      whether some or all of such information shall be provided pursuant
                      to this
                      paragraph. The content of such Static Pool Information may
                      be in the form
                      customarily provided by the Company, and need not be customized
                      for the
                      Purchaser or any Depositor. Such Static Pool Information for
                      each vintage
                      origination year or prior securitized pool, as applicable,
                      shall be
                      presented in increments no less frequently than quarterly over
                      the life of
                      the mortgage loans included in the vintage origination year
                      or prior
                      securitized pool. The most recent periodic increment must be
                      as of a date
                      no later than 135 days prior to the date of the prospectus
                      or other
                      offering document in which the Static Pool Information is to
                      be included
                      or incorporated by reference. The Static Pool Information shall
                      be
                      provided in an electronic format that provides a permanent
                      record of the
                      information provided, such as a portable document format (pdf)
                      file, or
                      other such electronic format reasonably required by the Purchaser
                      or the
                      Depositor, as applicable.

                  


          

          


          Promptly
            following notice or discovery of a material error in Static Pool Information
            provided pursuant to the immediately preceding paragraph (including an
            omission
            to include therein information required to be provided pursuant to such
            paragraph), the Company shall provide corrected Static Pool Information
            to the
            Purchaser or any Depositor, as applicable, in the same format in which
            Static
            Pool Information was previously provided to such party by the
            Company.

          


          If
            so
            requested by the Purchaser or any Depositor, the Company shall provide
            (or, as
            applicable, cause each Third-Party Originator to provide), at the expense
            of the
            requesting party (to the extent of any additional incremental expense
            associated
            with delivery pursuant to this Agreement), such agreed-upon procedures
            letters
            of certified public accountants reasonably acceptable to the Purchaser
            or
            Depositor, as applicable, pertaining to Static Pool Information relating
            to
            prior securitized pools for securitizations closed on or after January
            1, 2006
            or, in the case of Static Pool Information with respect to the Company’s or
            Third-Party Originator’s originations or purchases, to calendar months
            commencing January 1, 2006, as the Purchaser or such Depositor shall
            reasonably
            request. Such letters shall be addressed to and be for the benefit of
            such
            parties as the Purchaser or such Depositor shall designate, which may
            include,
            by way of example, any sponsor, any Depositor and any broker dealer acting
            as
            underwriter, placement agent or initial purchaser with respect to a
            Securitization Transaction. Any such statement or letter may take the
            form of a
            standard, generally applicable document accompanied by a reliance letter
            authorizing reliance by the addressees designated by the Purchaser or
            such
            Depositor.

          


          
            	 	
                    (iii)

                  	
                    If
                      so requested by the Purchaser or any Depositor, the Company
                      shall provide
                      such information regarding the Company, as servicer of the
                      Mortgage Loans,
                      and each Subservicer (each of the Company and each Subservicer,
                      for
                      purposes of this paragraph, a “Servicer”), as is requested for the purpose
                      of compliance with Items 1108, 1117 and 1119 of Regulation
                      AB. Such
                      information shall include, at a
                      minimum:

                  


          

          


          
            	 	
                    (A)

                  	
                    the
                      Servicer’s form of organization;

                  


          

          


          
            	 	
                    (B)

                  	
                    a
                      description of how long the Servicer has been servicing residential
                      mortgage loans; a general discussion of the Servicer’s experience in
                      servicing assets of any type as well as a more detailed discussion
                      of the
                      Servicer’s experience in, and procedures for, the servicing function
                      it
                      will perform under this Agreement and any Reconstitution Agreements;
                      information regarding the size, composition and growth of the
                      Servicer’s
                      portfolio of residential mortgage loans of a type similar to
                      the Mortgage
                      Loans and information on factors related to the Servicer that
                      may be
                      material, in the good faith judgment of the Purchaser or any
                      Depositor, to
                      any analysis of the servicing of the Mortgage Loans or the
                      related
                      asset-backed securities, as applicable, including, without
                      limitation:
                      

                  


          

          


          
            	 	
                    (1)

                  	
                    whether
                      any prior securitizations of mortgage loans of a type similar
                      to the
                      Mortgage Loans involving the Servicer have defaulted or experienced
                      an
                      early amortization or other performance triggering event because
                      of
                      servicing during the three-year period immediately preceding
                      the related
                      Securitization Transaction;

                  


          

          


          
            	 	
                    (2)

                  	
                    the
                      extent of outsourcing the Servicer
                      utilizes;

                  


          

          


          
            	 	
                    (3)

                  	
                    whether
                      there has been previous disclosure of material noncompliance
                      with the
                      applicable Servicing Criteria with respect to other securitizations
                      of
                      residential mortgage loans involving the Servicer as a servicer
                      during the
                      three-year period immediately preceding the related Securitization
                      Transaction;

                  


          

          


          
            	 	
                    (4)

                  	
                    whether
                      the Servicer has been terminated as servicer in a residential
                      mortgage
                      loan securitization, either due to a servicing default or to
                      application
                      of a servicing performance test or trigger; and


                  


          

          


          
            	 	
                    (5)

                  	
                    such
                      other information as the Purchaser or any Depositor may reasonably
                      request
                      for the purpose of compliance with Item 1108(b)(2) of Regulation
                      AB;

                  


          

          


          
            	 	
                    (C)

                  	
                    a
                      description of any material changes during the three-year period
                      immediately preceding the related Securitization Transaction
                      to the
                      Servicer’s policies or procedures with respect to the servicing function
                      it will perform under this Agreement and any Reconstitution
                      Agreements for
                      mortgage loans of a type similar to the Mortgage
                      Loans;

                  


          

          


          
            	 	
                    (D)

                  	
                    information
                      regarding the Servicer’s financial condition, to the extent that there is
                      a material risk that an adverse financial event or circumstance
                      involving
                      the Servicer could have a material adverse effect on the performance
                      by
                      the Company of its servicing obligations under this Agreement
                      or any
                      Reconstitution Agreement;

                  


          

          


          
            	 	
                    (E)

                  	
                    information
                      regarding advances made by the Servicer on the Mortgage Loans
                      and the
                      Servicer’s overall servicing portfolio of residential mortgage loans
                      for
                      the three-year period immediately preceding the related Securitization
                      Transaction, which may be limited to a statement by an authorized
                      officer
                      of the Servicer to the effect that the Servicer has made all
                      advances
                      required to be made on residential mortgage loans serviced
                      by it during
                      such period, or, if such statement would not be accurate, information
                      regarding the percentage and type of advances not made as required,
                      and
                      the reasons for such failure to
                      advance;

                  


          

          


          
            	 	
                    (F)

                  	
                    a
                      description of the Servicer’s processes and procedures designed to address
                      any special or unique factors involved in servicing loans of
                      a similar
                      type as the Mortgage Loans;

                  


          

          


          
            	 	
                    (G)

                  	
                    a
                      description of the Servicer’s processes for handling delinquencies,
                      losses, bankruptcies and recoveries, such as through liquidation
                      of
                      mortgaged properties, sale of defaulted mortgage loans or workouts;
                      

                  


          

          


          
            	 	
                    (H)

                  	
                    information
                      as to how the Servicer defines or determines delinquencies
                      and
                      charge-offs, including the effect of any grace period, re-aging,
                      restructuring, partial payments considered current or other
                      practices with
                      respect to delinquency and loss
                      experience;

                  


          

          


          
            	 	
                    (I)

                  	
                    a
                      description of any material legal or governmental proceedings
                      pending (or
                      known to be contemplated) against the Servicer;
                      and

                  


          

          


          
            	 	
                    (J)

                  	
                    a
                      description of any affiliation or relationship between the
                      Servicer and
                      any of the following parties to a Securitization Transaction,
                      as such
                      parties are identified to the Servicer by the Purchaser or
                      any Depositor
                      in writing in advance of a Securitization
                      Transaction:

                  


          

          


          
            
              (1)
                the
                sponsor;

            

          

          (2) the
            depositor;

          (3) the
            issuing entity;

          (4) any
            servicer;

          (5) any
            trustee;

          (6) any
            originator;

          (7) any
            significant obligor;

          (8) any
            enhancement or support provider; and

          (9) any
            other
            material transaction party.

          


          
            	 	
                    (iv)

                  	
                    For
                      the purpose of satisfying the reporting obligation under the
                      Exchange Act
                      with respect to any class of asset-backed securities, the Company
                      shall
                      (or shall cause each Subservicer and Third-Party Originator
                      to) (1)
                      provide prompt notice to the Purchaser, any Master Servicer
                      and any
                      Depositor in writing of (A) any material litigation or governmental
                      proceedings involving the Company, any Subservicer or any Third-Party
                      Originator and (B) any affiliations or relationships that develop
                      following the closing date of a Securitization Transaction
                      between the
                      Company, any Subservicer or any Third-Party Originator and
                      any of the
                      parties specified in Section 9.01(d)(i)(D) (and any other parties
                      identified in writing by the requesting party) with respect
                      to such
                      Securitization Transaction, (C) any Event of Default under
                      the terms of
                      this Agreement or any Reconstitution Agreement, (D) any merger,
                      consolidation or sale of substantially all of the assets of
                      the Company,
                      and (E) the Company’s entry into an agreement with a Subservicer to
                      perform or assist in the performance of any of the Company’s obligations
                      under this Agreement or any Reconstitution Agreement and (2)
                      provide to
                      the Purchaser and any Depositor a description of such proceedings,
                      affiliations or relationships.

                  


          

          


          
            	 	
                    (v)

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

                  


          

          


          (vi) (A) The
            Company shall be deemed to represent to the Purchaser, any Master Servicer
            and
            to any Depositor, as of the date on which information is first provided
            to the
            Purchaser under this Section 9.01(d) that, except as disclosed in writing
            to the
            Purchaser, such Master Servicer or such Depositor prior to such date:
            (1) the
            Company is not aware and has not received notice that any default, early
            amortization or other performance triggering event has occurred as to
            any other
            securitization due to any act or failure to act of the Company; (2) the
            Company
            has not been terminated as servicer in a residential mortgage loan
            securitization, either due to a servicing default or to application of
            a
            servicing performance test or trigger; (3) no material noncompliance
            with the
            applicable Servicing Criteria with respect to other securitizations of
            residential mortgage loans involving the Company as servicer has been
            disclosed
            or reported by the Company; (4) no material changes to the Company’s policies or
            procedures with respect to the servicing function it will perform under
            this
            Agreement and any Reconstitution Agreement for mortgage loans of a type
            similar
            to the Mortgage Loans have occurred during the three-year period immediately
            preceding the related Securitization Transaction; (5) there are no aspects
            of
            the Company’s financial condition that could have a material adverse effect on
            the performance by the Company of its servicing obligations under this
            Agreement
            or any Reconstitution Agreement; (6) there are no material legal or governmental
            proceedings pending (or known to be contemplated) against the Company,
            any
            Subservicer or any Third-Party Originator; and (7) there are no affiliations,
            relationships or transactions relating to the Company, any Subservicer
            or any
            Third-Party Originator with respect to any Securitization Transaction
            and any
            party thereto identified by the related Depositor of a type described
            in Item
            1119 of Regulation AB.

          


          (B) If
            so
            requested by the Purchaser, any Master Servicer or any Depositor on any
            date
            following the date on which information is first provided to the Purchaser,
            any
            Master Servicer or any Depositor under this Section 9.01(d), the Company
            shall,
            within five (5) Business Days following such request, confirm in writing
            the
            accuracy of the representations and warranties set forth in sub clause
            (A) above
            or, if any such representation and warranty is not accurate as of the
            date of
            such request, provide reasonably adequate disclosure of the pertinent
            facts, in
            writing, to the requesting party.

          


          
            	 	
                    (vii)

                  	
                    In
                      addition to such information as the Company, as servicer, is
                      obligated to
                      provide pursuant to other provisions of this Agreement, not
                      later than ten
                      (10) days prior to the deadline for the filing of any distribution
                      report
                      on Form 10-D in respect of any Securitization Transaction that
                      includes
                      any of the Mortgage Loans serviced by the Company or any Subserservicer,
                      the Company or such Subservicer, as applicable, shall, to
                      the extent the Company or such Subservicer has knowledge
                      thereof,
                      provide
                      to
                      the party responsible for filing such report (including, if
                      applicable,
                      the Master Servicer) notice of the occurrence of any of the
                      following
                      events along with all information, data and materials related
                      thereto as
                      may be required to be included in the related distribution
                      report on Form
                      10-D (as specified in the provisions of Regulation AB referenced
                      below):
                      

                  


          

          


          (A) any
            material modifications, extensions or waivers of pool asset terms, fees,
            penalties or payments during the distribution period or that have cumulatively
            become material over time (Item 1121(a)(11) of Regulation AB);

          


          (B) material
            breaches of pool asset representations or warranties or transaction covenants
            (Item 1121(a)(12) of Regulation AB); and

          


          (C) information
            regarding new asset-backed securities issuances backed by the same pool
            assets,
            any pool asset changes (such as, additions, substitutions or repurchases),
            and
            any material changes in origination, underwriting or other criteria for
            acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
            AB).

          


          
            	 	
                    (viii)

                  	
                    The
                      Company shall provide to the Purchaser, any Master Servicer
                      and any
                      Depositor, evidence of the authorization of the person signing
                      any
                      certification or statement, copies or other evidence of Fidelity
                      Bond
                      Insurance and Errors and Omission Insurance policy, financial
                      information
                      and reports, and such other information related to the Company
                      or any
                      Subservicer or the Company or such Subservicer’s performance
                      hereunder.

                  


          

          


          
            	 	
                    (e)

                  	
                    The
                      Company shall indemnify the Purchaser, each affiliate of the
                      Purchaser,
                      and each of the following parties participating in a Securitization
                      Transaction: each sponsor and issuing entity; each Person (including,
                      but
                      not limited to any Master Servicer, if applicable) responsible
                      for the
                      preparation, execution or filing of any report required to
                      be filed with
                      the Commission with respect to such Securitization Transaction,
                      or for
                      execution of a certification pursuant to Rule 13a-14(d) or
                      Rule 15d-14(d)
                      under the Exchange Act with respect to such Securitization
                      Transaction;
                      each broker dealer acting as underwriter, placement agent or
                      initial
                      purchaser, each Person who controls any of such parties or
                      the Depositor
                      (within the meaning of Section 15 of the Securities Act and
                      Section 20 of
                      the Exchange Act); and the respective present and former directors,
                      officers, employees, affiliates and agents of each of the foregoing
                      and of
                      the Depositor (each, an “Indemnified Party”), and shall hold each of them
                      harmless from and against any claims, losses, damages, penalties,
                      fines,
                      forfeitures, legal fees and expenses and related costs, judgments,
                      and any
                      other costs, fees and expenses that any of them may sustain
                      arising out of
                      or based upon:

                  


          

          


          (i) (A) any
            untrue statement of a material fact contained or alleged to be contained
            in any
            information, report, certification, data, accountants’ letter or other material
            provided in written or electronic form under Sections 4.25, 6.04, 6.06,
            9.01(c)
            and (d) by or on behalf of the Company, or provided under Sections 4.25,
            6.04,
            6.06, 9.01(c) and (d) by or on behalf of any Subservicer, Subcontractor
            or
            Third-Party Originator (collectively, the “Company Information”), or (B) the
            omission or alleged omission to state in the Company Information a material
            fact
            required to be stated in the Company Information or necessary in order
            to make
            the statements therein, in the light of the circumstances under which
            they were
            made, not misleading; provided,
            by way of clarification, that
            clause (B) of this paragraph shall be construed solely by reference to
            the
            Company Information and not to any other information communicated in
            connection
            with a sale or purchase of securities, without regard to whether the
            Company
            Information or any portion thereof is presented together with or separately
            from
            such other information;

          


          
            	(ii)  	
                    any
                      breach by the Company of its obligations under this Section
                      9.01(e),
                      including particularly any failure by the Company, any Subservicer,
                      any
                      Subcontractor or any Third-Party Originator to deliver any
                      information,
                      report, certification, accountants’ letter or other material when and as
                      required under Sections 4.25, 6.04, 6.06, 9.01(c) and (d),
                      including any
                      failure by the Company to identify any Subcontractor “participating in the
                      servicing function” within the meaning of Item 1122 of Regulation AB;
                      or

                  


          

          


          
            	(iii)  	
                    any
                      breach by the Company of a representation or warranty set forth
                      in Section
                      9.01(d)(vi)(A) or in a writing furnished pursuant to Section
                      9.01(d)(vi)(B) and made as of a date prior to the closing date
                      of the
                      related Securitization Transaction, to the extent that such
                      breach is not
                      cured by such closing date, or any breach by the Company of
                      a
                      representation or warranty in a writing furnished pursuant
                      to Section
                      9.01(d)(vi)(B) to the extent made as of a date subsequent to
                      such closing
                      date; or

                  


          

          


          
            	 	
                    (iv)

                  	
                    the
                      negligence, bad faith or willful misconduct of the Company
                      in connection
                      with its performance under this Section 9.01(e).
                      

                  


          

          


          If
            the
            indemnification provided for herein is unavailable or insufficient to
            hold
            harmless an Indemnified Party, then the Company agrees that it shall
            contribute
            to the amount paid or payable by such Indemnified Party as a result of
            any
            claims, losses, damages or liabilities incurred by such Indemnified Party
            in
            such proportion as is appropriate to reflect the relative fault of such
            Indemnified Party on the one hand and the Company on the other.

          


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

          


          
            	 	 	
                    This
                      indemnification shall survive the termination of this Agreement
                      or the
                      termination of any party to this
                      Agreement.

                  


          

          


          
            	 	
                    (f)

                  	
                    The
                      Purchaser and a credit-worthy parent of the Purchaser, reasonably
                      acceptable to the Company shall
                      indemnify the Company, each affiliate of the Company, each
                      Person who
                      controls any of such parties or the Company (within the meaning
                      of Section
                      15 of the Securities Act and Section 20 of the Exchange Act)
                      and the
                      respective present and former directors, officers, employees
                      and agents of
                      each of the foregoing and of the Company, and shall hold each
                      of them
                      harmless from and against any losses, damages, penalties, fines,
                      forfeitures, legal fees and expenses and related costs, judgments,
                      and any
                      other costs, fees and expenses that any of them may sustain
                      arising out of
                      or based upon:

                  


          

          


          
            	 	
                    (i)

                  	
                    any
                      untrue statement of a material fact contained or alleged to
                      be contained
                      in any offering materials related to a Securitization Transaction,
                      including without limitation the registration statement, prospectus,
                      prospectus supplement, any private placement memorandum, any
                      freewriting
                      prospectuses, any ABS informational and computational material,
                      any
                      offering circular, any computational material, and any amendments
                      or
                      supplements to the foregoing (collectively, the “Securitization
                      Materials”) or 

                  


          

          


          
            	(ii)       
                      	
                    the
                      omission or alleged omission to state in the Securitization
                      Materials a
                      material fact required to be stated in the Securitization Materials
                      or
                      necessary in order to make the statements therein, in the light
                      of the
                      circumstances under which they were made, not misleading,
                      

                  


          

          


          but
            only
            to the extent that such untrue statement or alleged untrue statement
            or omission
            or alleged omission is other than a statement or omission arising out
            of,
            resulting from, or based upon the Company Information.

          


          
            	 	 	
                    This
                      indemnification shall survive the termination of this Agreement
                      or the
                      termination of any party to this
                      Agreement.

                  


          

          


          The
            Purchaser and the Company acknowledge and agree that the purpose of Section
            9.01(d) is to facilitate compliance by the Purchaser and any Depositor
            with the
            provisions of Regulation AB and related rules and regulations of the
            Commission.
            Although Regulation AB is applicable by its terms only to offerings of
            asset-backed securities that are registered under the Securities Act,
            the
            Company acknowledges that investors in privately offered securities may
            require
            that the Purchaser or any Depositor provide comparable disclosure in
            unregistered offerings. References in this Agreement to compliance with
            Regulation AB include provision of comparable disclosure in private
            offerings.

          


          Neither
            the Purchaser nor any Depositor shall exercise its right to request delivery
            of
            information or other performance under these provisions other than in
            good
            faith, or for purposes other than compliance with the Securities Act,
            the
            Exchange Act and the rules and regulations of the Commission thereunder
            (or
            provision in a private offering of disclosure comparable to that required
            under
            the Securities Act). The Company acknowledges that interpretations of
            the
            requirements of Regulation AB may change over time, whether due to interpretive
            guidance provided by the Commission or its staff, consensus among participants
            in the asset-backed securities markets, advice of counsel, or otherwise,
            and
            agrees to comply with requests made by the Purchaser, any Master Servicer
            or any
            Depositor in good faith for delivery of information under these provisions
            on
            the basis of evolving interpretations of Regulation AB. In connection
            with any
            Securitization Transaction, the Company shall cooperate fully with the
            Purchaser
            and any Master Servicer to deliver to the Purchaser (including any of
            its
            assignees or designees), any Master Servicer and any Depositor, any and
            all
            statements, reports, certifications, records and any other information
            necessary
            in the good faith determination of the Purchaser, the Master Servicer
            or any
            Depositor to permit the Purchaser, such Master Servicer or such Depositor
            to
            comply with the provisions of Regulation AB, together with such disclosures
            relating to the Company, any Subservicer, any Third-Party Originator
            and the
            Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed
            by
            the Purchaser or any Depositor to be necessary in order to effect such
            compliance.

          


          The
            Purchaser (including any of its assignees or designees) shall cooperate
            with the
            Company by providing timely notice of requests for information under
            these
            provisions and by reasonably limiting such requests to information required,
            in
            the Purchaser’s reasonable judgment, to comply with Regulation AB.

          


          In
            the
            event the Purchaser has elected to have the Company hold record title
            to the
            Mortgages, prior to the Reconstitution Date the Company shall prepare
            an
            Assignment of Mortgage in blank or to the trustee from the Company acceptable
            to
            the trustee for each Mortgage Loan that is part of the Whole Loan Transfers,
            Agency Sales or Securitization Transactions. The Company shall execute
            each
            Assignment of Mortgage, track such Assignments of Mortgage to ensure
            they have
            been recorded and deliver them as required by the trustee upon the Company's
            receipt thereof. Additionally, the Company shall prepare and execute,
            at the
            direction of the Purchaser, any note endorsements in connection with
            any and all
            seller/servicer agreements.

          


          All
            Mortgage Loans (i) not sold or transferred pursuant to Whole Loan Transfers,
            Agency Sales or Securitization Transactions or (ii) that are subject
            to a
            Securitization Transaction for which the related trust is terminated
            for any
            reason, shall remain subject to this Agreement and shall continue to
            be serviced
            in accordance with the terms of this Agreement and with respect thereto
            this
            Agreement shall remain in full force and effect.

           

           

          ARTICLE
            X

           

          DEFAULT

          


          Section
            10.01 Events
            of Default.

          


          Each
            of
            the following shall constitute an Event of Default on the part of the
            Company:

          


          
            	 	
                    (i)

                  	
                    any
                      failure by the Company to remit to the Purchaser any payment
                      required to
                      be made under the terms of this Agreement which continues unremedied
                      for a
                      period of two (2) Business Days after the date upon which written
                      notice
                      of such failure, requiring the same to be remedied, shall have
                      been given
                      to the Company by the Purchaser; or

                  


          

          


          
            	 	
                    (ii)

                  	
                    failure
                      by the Company duly to observe or perform in any material respect
                      any
                      other of the covenants or agreements on the part of the Company
                      set forth
                      in this Agreement or in the Custodial Agreement which continues
                      unremedied
                      for a period of thirty (30) days after the date on which written
                      notice of
                      such failure, requiring the same to be remedied, shall have
                      been given to
                      the Company by the Purchaser or by the Custodian;
                      or

                  


          

          


          
            	 	
                    (iii)

                  	
                    failure
                      by the Company to maintain its license to do business and service
                      residential mortgage loans in any jurisdiction where the Mortgaged
                      Property is located if such license is required;
                      or

                  


          

          


          
            	 	
                    (iv)

                  	
                    a
                      decree or order of a court or agency or supervisory authority
                      having
                      jurisdiction for the appointment of a conservator or receiver
                      or
                      liquidator in any insolvency, readjustment of debt, including
                      bankruptcy,
                      marshaling of assets and liabilities or similar proceedings,
                      or for the
                      winding-up or liquidation of its affairs, shall have been entered
                      against
                      the Company and such decree or order shall have remained in
                      force
                      undischarged or unstayed for a period of sixty (60) days;
                      or

                  


          

          


          
            	 	
                    (v)

                  	
                    the
                      Company shall consent to the appointment of a conservator or
                      receiver or
                      liquidator in any insolvency, readjustment of debt, marshaling
                      of assets
                      and liabilities or similar proceedings of or relating to the
                      Company or of
                      or relating to all or substantially all of its property;
                      or

                  


          

          


          
            	 	
                    (vi)

                  	
                    the
                      Company shall admit in writing its inability to pay its debts
                      generally as
                      they become due, file a petition to take advantage of any applicable
                      insolvency, bankruptcy or reorganization statute, make an assignment
                      for
                      the benefit of its creditors, voluntarily suspend payment of
                      its
                      obligations or cease its normal business operations for three
                      (3) Business
                      Days; or 

                  


          

          


          
            	 	
                    (vii)

                  	
                    the
                      Company ceases to meet the qualifications of a Fannie Mae/Freddie
                      Mac
                      servicer; or

                  


          

          


          
            	 	
                    (viii)

                  	
                    the
                      Company attempts to assign its right to servicing compensation
                      hereunder
                      or to assign this Agreement or the servicing responsibilities
                      hereunder or
                      to delegate its duties hereunder or any portion thereof in
                      violation of
                      Section 8.04; or

                  


          

          


          
            	 	
                    (ix)

                  	
                    the
                      Company, if it is an Insured Depository Institution, shall
                      become the
                      subject of a cease and desist order of the Appropriate Federal
                      Banking
                      Agency or enter into a memorandum of understanding, consent
                      agreement or
                      any similar agreement with the Appropriate Federal Banking
                      Agency, any of
                      which would have, or is purportedly the result of, any condition
                      which
                      would have a material adverse effect on the Company’s ability to service
                      the Mortgage Loans as provided in this Agreement; or

                  


          

          


          
            	(x)         
                      	
                    failure
                      by the Company to duly perform, within the required time period,
                      its
                      obligations under Section 6.04 or 6.06 of this Agreement, which
                      failure
                      continues unremedied for a period of thirty (30) days after
                      the date on
                      which written notice of such failure, requiring the same to
                      be remedied,
                      shall have been given to the Company by any party to this Agreement
                      or by
                      any Master Servicer responsible for master servicing the Mortgage
                      Loans
                      pursuant to a Securitization Transaction;
                      or

                  


          

          


          
            	(xi)        
                      	
                    an
                      Event of Default as set forth in Section
                      6.07.

                  


          

          


          If
            the
            Company obtains knowledge of an Event of Default, the Company shall promptly
            notify the Purchaser. In each and every such case, so long as an Event
            of
            Default shall not have been remedied, in addition to whatever rights
            the
            Purchaser may have at law or equity to damages, including injunctive
            relief and
            specific performance, the Purchaser, by notice in writing to the Company,
            may
            terminate all the rights and obligations of the Company under this Agreement
            and
            in and to the Mortgage Loans and the proceeds thereof.

          


          Upon
            receipt by the Company of such written notice, all authority and power
            of the
            Company under this Agreement, whether with respect to the Mortgage Loans
            or
            otherwise, shall pass to and be vested in the successor appointed pursuant
            to
            Section 12.01. Upon written request from any Purchaser, the Company shall
            prepare, execute and deliver to the successor entity designated by the
            Purchaser
            any and all documents and other instruments, place in such successor's
            possession all Mortgage Files, and do or cause to be done all other acts
            or
            things necessary or appropriate to effect the purposes of such notice
            of
            termination, including but not limited to the transfer and endorsement
            or
            assignment of the Mortgage Loans and related documents, at the Company's
            sole
            expense. The Company shall cooperate with the Purchaser and such successor
            in
            effecting the termination of the Company's responsibilities and rights
            hereunder, including without limitation, the transfer to such successor
            for
            administration by it of all cash amounts which shall at the time be credited
            by
            the Company to the Custodial Account or Escrow Account or thereafter
            received
            with respect to the Mortgage Loans.

          


          Section
            10.02 Waiver
            of Defaults.

          


          By
            a
            written notice, the Purchaser may waive any default by the Company in
            the
            performance of its obligations hereunder and its consequences. Upon any
            waiver
            of a past default, such default shall cease to exist, and any Event of
            Default
            arising therefrom shall be deemed to have been remedied for every purpose
            of
            this Agreement. No such waiver shall extend to any subsequent or other
            default
            or impair any right consequent thereon except to the extent expressly
            so
            waived.

          


           

          ARTICLE
            XI

           

          TERMINATION

          


          Section
            11.01 Termination.

          


          This
            Agreement shall terminate upon either: (i) the later of the final payment
            or
            other liquidation (or any advance with respect thereto) of the last Mortgage
            Loan or the disposition of any REO Property with respect to the last
            Mortgage
            Loan and the remittance of all funds due hereunder; or (ii) mutual consent
            of
            the Company and the Purchaser in writing. The representations and warranties
            contained herein shall survive the termination of this Agreement.

          


          Section
            11.02 Termination
            Without Cause.

          


          The
            Purchaser may terminate, at its sole option, any rights the Company may
            have
            hereunder, without cause as provided in this Section 11.02. Any such
            notice of
            termination shall be in writing and delivered to the Company by registered
            mail
            as provided in Section 12.05.

          


          The
            Company shall be entitled to receive, as such liquidated damages, upon
            the
            transfer of the servicing rights, an amount equal to 2.00% of the aggregate
            outstanding principal amount of the Mortgage Loans as of the termination
            date,
            plus all costs and expenses incurred by the Company in managing the transfer
            of
            the servicing, paid by the Purchaser to the Company with respect to all
            of the
            Mortgage Loans for which the servicing rights are terminated pursuant
            to this
            Section 11.02.

          


           

          ARTICLE
            XII

           

          MISCELLANEOUS
            PROVISIONS

          


          Section
            12.01 Successor
            to Company.

          


          Prior
            to
            termination of the Company's responsibilities and duties under this Agreement
            pursuant to Sections 8.04, 10.01, 11.01 (ii) or pursuant to Section 11.02
            the
            Purchaser shall, (i) succeed to and assume all of the Company's
            responsibilities, rights, duties and obligations under this Agreement,
            or (ii)
            appoint a successor having the characteristics set forth in Section 8.02
            and
            which shall succeed to all rights and assume all of the responsibilities,
            duties
            and liabilities of the Company under this Agreement prior to the termination
            of
            Company's responsibilities, duties and liabilities under this Agreement
            arising
            from and after such termination. In connection with such appointment
            and
            assumption, the Purchaser may make such arrangements for the compensation
            of
            such successor out of payments on Mortgage Loans as it and such successor
            shall
            agree. In the event that the Company's duties, responsibilities and liabilities
            under this Agreement should be terminated pursuant to the aforementioned
            sections, the Company shall discharge such duties and responsibilities
            during
            the period from the date it acquires knowledge of such termination until
            the
            effective date thereof with the same degree of diligence and prudence
            which it
            is obligated to exercise under this Agreement, and shall take no action
            whatsoever that might impair or prejudice the rights or financial condition
            of
            its successor. The resignation or removal of the Company pursuant to
            the
            aforementioned sections shall not become effective until a successor
            shall be
            appointed pursuant to this Section 12.01 and shall in no event relieve
            the
            Company of the representations and warranties made pursuant to Sections
            3.01 and
            3.02 and the remedies available to the Purchaser under Sections 3.03
            and 8.01,
            it being understood and agreed that the provisions of such Sections 3.01,
            3.02,
            3.03 and 8.01 shall be applicable to the Company notwithstanding any
            such sale,
            assignment, resignation or termination of the Company, or the termination
            of
            this Agreement.

          


          Any
            successor appointed as provided herein shall execute, acknowledge and
            deliver to
            the Company and to the Purchaser an instrument accepting such appointment,
            wherein the successor shall make the representations and warranties set
            forth in
            Section 3.01, except for subsection (h) with respect to the sale of the
            Mortgage
            Loans and subsections (i) and (k) thereof, whereupon such successor shall
            become
            fully vested with all the rights, powers, duties, responsibilities, obligations
            and liabilities of the Company, with like effect as if originally named
            as a
            party to this Agreement. Any termination or resignation of the Company
            or
            termination of this Agreement pursuant to Section 8.04, 10.01, 11.01
            or 11.02
            shall not affect any claims that any Purchaser may have against the Company
            arising out of the Company's actions or failure to act prior to any such
            termination or resignation.

          


          The
            Company shall deliver promptly to the successor servicer the funds in
            the
            Custodial Account and Escrow Account and all Mortgage Files and related
            documents and statements held by it hereunder and the Company shall account
            for
            all funds and shall execute and deliver such instruments and do such
            other
            things as may reasonably be required to more fully and definitively vest
            in the
            successor all such rights, powers, duties, responsibilities, obligations
            and
            liabilities of the Company.

          


          Upon
            a
            successor's acceptance of appointment as such, the Company shall notify
            by mail
            the Purchaser of such appointment in accordance with the procedures set
            forth in
            Section 12.05.

          


          Section
            12.02 Amendment.

          


          This
            Agreement may be amended from time to time by written agreement signed
            by the
            Company and the Purchaser.

          


          Section
            12.03 Governing
            Law.

          


          This
            Agreement shall be construed in accordance with the laws of the State
            of New
            York and the obligations, rights and remedies of the parties hereunder
            shall be
            determined in accordance with such laws.

          


          Each
            of
            the Company and the Purchaser hereby knowingly, voluntarily and intentionally
            waives any and all rights it may have to a trial by jury in respect of
            any
            litigation based on, or arising out of, under, or in connection with,
            this
            Agreement, or any other documents and instruments executed in connection
            herewith, or any course of conduct, course of dealing, statements (whether
            oral
            or written), or actions of the Company or the Purchaser. This provision
            is a
            material inducement for the Purchaser to enter into this Agreement.

          


          Section
            12.04 Duration
            of Agreement.

          


          This
            Agreement shall continue in existence and effect until terminated as
            herein
            provided. This Agreement shall continue notwithstanding transfers of
            the
            Mortgage Loans by the Purchaser.

          


          Section
            12.05 Notices.

          


          All
            demands, notices and communications hereunder shall be in writing, may
            be in the
            form of facsimile or electronic transmission, and shall be deemed to
            have been
            duly given if personally delivered at or mailed by registered mail, postage
            prepaid or, if sent by facsimile or electronic mail, when facsimile or
            electronic confirmation of receipt by the recipient is received by the
            sender of
            such demand, notice or communication, addressed as follows:

          


          (i) if
            to the
            Company:

          


          Wells
            Fargo Bank, N.A.

          1
            Home
            Campus

          Des
            Moines, Iowa 50328-0001

          Attention:
            John B. Brown, MAC X2401-042

          Facsimile:
            (515) 213-7121

          


          if
            to the
            Company with respect to all other issues:

          


          Wells
            Fargo Bank, N.A.

          7430
            New
            Technology Way

          Frederick,
            Maryland 21703

          Attention:
            Structured Finance Manager, MAC X3906-012

          Facsimile:
            (301) 846-8152

          


          in
            each
            instance, with a copy to:

          


          Wells
            Fargo Bank, N.A.

          1
            Home
            Campus

          Des
            Moines, Iowa 50328-0001

          Attention:
            General Counsel, MAC X2401-06T

          Facsimile:
            (515) 213-5192

          


          or
            such
            other address as may hereafter be furnished to the Purchaser in writing
             by
            the
            Company;

          


          (ii) if
            to
            Purchaser:

           

          Nomura
            Credit & Capital, Inc.

          2
            World
            Financial Center

          Building
            B, 21st
            Floor

          New
            York,
            NY 10281

          Attention:
            Dante LaRocca, Managing Director

          Phone:
            212-667-9804

          


          with
            a
            copy to:

          


          Nomura
            Credit & Capital, Inc.

          2
            World
            Financial Center

          Building
            B, 18th
            Floor

          Attention:
            NCCI Legal

          Facsimile:
            (212) 667-1024

          


          


          Section
            12.06 Severability
            of Provisions.

          


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

          


          Section
            12.07 Relationship
            of Parties.

          


          Nothing
            herein contained shall be deemed or construed to create a partnership
            or joint
            venture between the parties hereto and the services of the Company shall
            be
            rendered as an independent contractor and not as agent for the
            Purchaser.

          


          Section
            12.08 Execution;
            Successors and Assigns.

          


          This
            Agreement may be executed in one or more counterparts and by the different
            parties hereto on separate counterparts, each of which, when so executed,
            shall
            be deemed to be an original; such counterparts, together, shall constitute
            one
            and the same agreement. Subject to Section 8.04, this Agreement shall
            inure to
            the benefit of and be binding upon the Company and the Purchaser and
            their
            respective successors and assigns. The parties agree that this Agreement
            and
            signature pages thereof may be transmitted between them by facsimile
            and that
            faxed signatures may constitute original signatures and that a faxed
            signature
            page containing the signature (faxed or original) is binding on the
            parties.

          


          Section
            12.09 Recordation
            of Assignments of Mortgage.

          


          To
            the
            extent permitted by applicable law, each of the Assignments of Mortgage
            is
            subject to recordation in all appropriate public offices for real property
            records in all the counties or other comparable jurisdictions in which
            any or
            all of the Mortgaged Properties are situated, and in any other appropriate
            public recording office or elsewhere, such recordation to be effected
            at the
            Company's expense in the event recordation is either necessary under
            applicable
            law or requested by the Purchaser at its sole option.

          


          Section
            12.10 Assignment
            by Purchaser.

          


          The
            Purchaser shall have the right, without the consent of the Company to
            assign, in
            whole or in part, its interest under this Agreement with respect to some
            or all
            of the Mortgage Loans, and designate any Person to exercise any rights
            of the
            Purchaser hereunder, by executing an Assignment, Assumption and Recognition
            Agreement substantially in the form of Exhibit L hereto, and the assignee
            or
            designee shall accede to the rights and obligations hereunder of the
            Purchaser
            with respect to such Mortgage Loans. All references to the Purchaser
            in this
            Agreement shall be deemed to include its assignee or designee.

          


          Section
            12.11 Solicitation
            of Mortgagor.

          


          Neither
            party shall, after the Closing Date, take any action to solicit the refinancing
            of any Mortgage Loan. It is understood and agreed that neither (i) promotions
            undertaken by either party or any affiliate of either party which are
            directed
            to the general public at large, including, without limitation, mass mailings
            based upon commercially acquired mailing lists, newspaper, radio, television
            advertisements nor (ii) serving the refinancing needs of a Mortgagor
            who,
            without solicitation, contacts either party in connection with the refinance
            of
            such Mortgage or Mortgage Loan, shall constitute solicitation under this
            Section. 

          


          Section
            12.12 Further
            Agreements.

          


          The
            Purchaser and the Company each agree to execute and deliver to the other
            such
            additional documents, instruments or agreements as may be necessary or
            appropriate to effectuate the purposes of this Agreement.

          


          Section
            12.13 Waivers.
             

          


          No
            term
            or provision of this Agreement may be waived or modified unless such
            waiver or
            modification is in writing and signed by the party against whom such
            waiver or
            modification is sought to be enforced.

          


          Section
            12.14 Third
            Party Beneficiary.

          


          For
            purposes of Sections 4.25, 6.04, 6.06 and 9.01(d) and any related provisions
            thereto, each Master Servicer shall be considered a third-party beneficiary
            of
            this Agreement, entitled to all the rights and benefits hereof as if
            it were a
            direct party to this Agreement.

          


          


          [Intentionally
            Blank - Next Page Signature Page]

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the Company and the Purchaser 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
            CREDIT & CAPTIAL, INC. WELLS
            FARGO BANK, N.A.

           

          Purchaser      Company

          


          By:
            _________________________________    By:
            ________________________________

          


          Name:
            _______________________________    Name:
            ______________________________

          


          Title:
            ________________________________    Title:
            _______________________________

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


           

          
            	STATE
                    OF ________________	)	 
	 	) ss:	 
	COUNTY
                    OF ______________	) 	 


          

           

           

          On
            the
            _____ day of _______________, 20___ before me, a Notary Public in and
            for said
            State, personally appeared _________, known to me to be __________ of
            Wells
            Fargo Bank, N.A., the national banking association that executed the
            within
            instrument and also known to me to be the person who executed it on behalf
            of
            said bank, and acknowledged to me that such bank executed the within
            instrument.

          


          IN
            WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the
            day and
            year in this certificate first above written.

          


          


          ___________________________________

          Notary
            Public

          


          My
            Commission expires _________________

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          
             

            
              	STATE
                      OF ________________	)	 
	 	) ss:	 
	COUNTY
                      OF ______________	) 	 


            



          On
            the
            _____ day of _______________, 20___ before me, a Notary Public in and
            for said
            State, personally appeared _____________________________________, known
            to me to
            be the ______________________________ of ______________________________,
            the
            corporation that executed the within instrument and also known to me
            to be the
            person who executed it on behalf of said corporation, and acknowledged
            to me
            that such corporation executed the within instrument.

          


          IN
            WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the
            day and
            year in this certificate first above written.

          


          


          ___________________________________

          Notary
            Public

          


          My
            Commission expires _________________

          


          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          EXHIBIT
            A

          


          


          MORTGAGE
            LOAN SCHEDULE

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          EXHIBIT
            B

          


          DATA
            FILE
            ELEMENTS

          


          
            	 	
                    (1)

                  	
                    the
                      Company’s Mortgage Loan identifying
                      number;

                  


          

          


          
            	 	
                    (2)

                  	
                    the
                      street address of the Mortgaged Property including the city,
                      state, county
                      and zip code;

                  


          

          


          
            	 	
                    (3)

                  	
                    a
                      code indicating whether the Mortgaged Property is a single
                      family
                      residence, a 2-4 family dwelling, a PUD, a cooperative, a townhouse,
                      manufactured housing or a unit in a condominium
                      project;

                  


          

          


          (4)        
             the
            Mortgage Interest Rate as of the Cut-off Date;

          


          (5)        
             the
            current Monthly Payment;

          


          (6)        
             loan
            term, number of months;

          


          (7)        
             the
            stated maturity date;

          


          
            	 	
                    (8)

                  	
                    the
                      Stated Principal Balance of the Mortgage Loan as of the close
                      of business
                      on the Cut-off Date, after deduction of payments of principal
                      due on or
                      before the Cut-off Date;

                  


          

          


          
            	 	
                    (9)

                  	
                    the
                      Loan-to-Value Ratio;

                  


          

          


          
            	 	
                    (10)

                  	
                    a
                      code indicating whether the Mortgage Loan is an Interest Only
                      Mortgage
                      Loan;

                  


          

          


          
            	 	
                    (11)

                  	
                    a
                      code indicating whether the Mortgage Loan is a temporary buydown
                      (Y or
                      N);

                  


          

          


          
            	 	
                    (12)

                  	
                    the
                      Servicing Fee Rate;

                  


          

          


          
            	 	
                    (13)

                  	
                    a
                      code indicating the mortgage insurance provider and percent
                      of coverage,
                      if applicable;

                  


          

          


          
            	 	
                    (14)

                  	
                    a
                      code indicating whether the Mortgage Loan is covered by lender-paid
                      mortgage insurance (Y or N);

                  


          

          


          (15)      
             a
            code
            indicating whether the Mortgage Loan is a Time$aver® Mortgage Loan (Y or
            N);

          


          
            	 	
                    (16)

                  	
                    the
                      Mortgagor's first and last name;

                  


          

          


          
            	 	
                    (17)

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

                  


          

          


          
            	 	
                    (18)

                  	
                    the
                      remaining months to maturity from the Cut-off Date, based on
                      the original
                      amortization schedule; 

                  


          

          


          
            	 	
                    (19)

                  	
                    the
                      date on which the first Monthly Payment was due on the Mortgage
                      Loan;
                      

                  


          

          


          
            	 	
                    (20)

                  	
                    the
                      actual next Due Date of the Mortgage
                      Loan;

                  


          

          


          
            	 	
                    (21)

                  	
                    the
                      last Due Date on which a Monthly Payment was actually applied
                      to the
                      actual principal balance; 

                  


          

          


          
            	 	
                    (22)

                  	
                    the
                      original principal amount of the Mortgage Loan;


                  


          

          


          
            	 	
                    (23)

                  	
                    a
                      code indicating the purpose of the loan (i.e., purchase, financing,
                      rate/term refinancing, cash-out refinancing);


                  


          

          


          
            	 	
                    (24)

                  	
                    the
                      Mortgage Interest Rate at origination;


                  


          

          


          
            	 	
                    (25)

                  	
                    the
                      amount on which the first Monthly Payment was due on the Mortgage
                      Loan;
                      

                  


          

          


          
            	 	
                    (26)

                  	
                    a
                      code indicating the documentation style (i.e., full (providing
                      two years
                      employment verification - 2 years W-2’s and current pay stub or 2 years
                      1040’s for self employed borrowers), alternative or
                      reduced);

                  


          

          


          
            	 	
                    (27)

                  	
                    a
                      code indicating if the Mortgage Loan is subject to a PMI
                      Policy;

                  


          

          


          
            	 	
                    (28)

                  	
                    the
                      Appraised Value of the Mortgage
                      Property;

                  


          

          


          
            	 	
                    (29)

                  	
                    the
                      sale price of the Mortgaged Property, if
                      applicable;

                  


          

          


          (30)       
             the
            Mortgagor’s Underwriting FICO Score;

          


          (31)       
             term
            of
            Prepayment Penalty in years;

          


          (32)       
             a
            code
            indicating the product type;

          


          (33)       
             a
            code
            indicating the credit grade of the Mortgage Loan;

          


          
            	 	
                    (34)

                  	
                    the
                      unpaid balance of the Mortgage Loan as of the close of business
                      on the
                      Cut-off Date, after deduction of all payments of
                      principal;

                  


          

          


          (35)      
             the
            Note
            date of the Mortgage Loan;

          


          
            	 	
                    (36)

                  	
                    the
                      mortgage insurance certificate number and percentage of coverage,
                      if
                      applicable;

                  


          

          


          (37)      
             the
            Mortgagor’s and Co-Mortgagor’s (if any) date of birth;

          


          
            	 	
                    (38)

                  	
                    if
                      the Mortgage Loan is a MERS Mortgage Loan, the MIN Number for
                      each MERS
                      Mortgage Loan;

                  


          

          


          (39)        employer
            name;

          


          (40)      
             subsidy
            program code;

          


          (41)
                   servicer
            name;

          


          (42)      
             the
            combined Loan-to-Value Ratio;

          


          (43)      
             the
            total
            Loan-to-Value Ratio;

          


          (44)      
             whether
            the Mortgage Loan is convertible (Y or N);

          


          (45)      
             a
            code
            indicating whether the Mortgage Loan is a relocation loan (Y or N);

          


          (46)      
             a
            code
            indicating whether the Mortgage Loan is a leasehold loan (Y or N);

          


          (47)      
             a
            code
            indicating whether the Mortgage Loan is an Alt A loan (Y or N);

          


          (48)      
             a
            code
            indicating whether the Mortgage Loan is a no ratio loan (Y or N); 

          


          
            	 	
                    (49)

                  	
                    a
                      code indicating whether the Mortgage Loan is a Pledged Asset
                      Mortgage Loan
                      (Y or N);

                  


          

          


          (50)      
             effective
            LTV percentage for Pledged Asset Mortgage Loans;

          


          (51)      
             citizenship
            type code;

          


          
            	 	
                    (52)

                  	
                    a
                      code indicating whether the Mortgage Loan is a conforming or
                      non-conforming loan, based on the original loan
                      balance;

                  


          

          


          (53)      
             the
            name
            of the client for which the Mortgage Loan was originated;

          


          (54)      
             the
            program code;

          


          (55)      
             the
            loan
            sub doc code;

          


          
            	(56)      
                      	
                    a
                      code indicating amortization type (1 or
                      2);

                  


          

          


          
            	(57)      
                      	
                    interest
                      only note payment;

                  


          

          


          
            	(58)      
                      	
                    first
                      full amortization payment date;

                  


          

          


          
            	(59)      
                      	
                    interest
                      only term, number of months;

                  


          

          


          
            	(60)      
                      	
                    remaining
                      interest only term, number of
                      months;

                  


          

          


          
            	(61)      
                      	
                    a
                      code indicating whether the Mortgage Loan is a 2nd
                      lien (Y or N);

                  


          

          


          
            	(62)      
                      	
                    a
                      code indicating borrower VOA or lender VOA (L or
                      B);

                  


          

          


          
            	(63)      
                      	
                    combined
                      current loan balance;

                  


          

          


          


          The
            Company shall provide the following

          For
            the Home Mortgage Disclosure Act (HMDA):

          


          (64)      
             the
            Mortgagor’s and co-Mortgagor’s (if applicable) ethnicity;

          


          (65)      
             the
            Mortgagor’s and co-Mortgagor’s (if applicable) race;

          


          (66)      
             lien
            status;

          


          (67)      
             for
            cash-out refinance loans, the cash purpose;

          


          (68)      
             the
            Mortgagor’s and co-Mortgagor’s (if applicable) gender;

          


          (69)      
             the
            Mortgagor’s and co-Mortgagor’s (if applicable) social security
            numbers;

          


          (70)      
             the
            number of units for the property;

          


          (71)      
             the
            year
            in which the property was built;

          


          (72)      
             the
            qualifying monthly income of the Mortgagor;

          


          (73)      
             the
            number of bedrooms contained in the property;

          


          (74)      
             a
            code
            indicating first time buyer (Y or N);

          


          (75)     
              the
            total
            rental income, if any;

          


          


          The
            Company shall provide the following

          for
            the adjustable rate Mortgage Loans (if applicable):

          


          (76)      
             the
            maximum Mortgage Interest Rate under the terms of the Mortgage
            Note;

          


          (77)      
             the
            Periodic Interest Rate Cap;

          


          (78)      
             the
            Index;

          


          (79)      
             the
            next
            interest rate and payment Adjustment Date;

          


          
            	 	
                    (80)

                  	
                    the
                      Mortgage Interest Rate adjustment cap and all subsequent interest
                      rate
                      Adjustment Dates;

                  


          

          


          (81)      
             the
            Gross
            Margin; and

          


          (82)      
             the
            lifetime interest rate cap.


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          EXHIBIT
            C


          


          CONTENTS
            OF EACH MORTGAGE FILE

          


          With
            respect to each Mortgage Loan, the Mortgage File shall include each of
            the
            following items, which shall be available for inspection by the Purchaser
            and
            any prospective Purchaser, and which shall be retained by the Company
            in the
            Servicing File or delivered to the Custodian pursuant to Sections 2.01
            and 2.03
            of the Seller's Warranties and the Servicing Agreement to which this
            Exhibit is
            attached (the "Agreement"):

          


          
            	 	
                    1.

                  	
                    The
                      original Mortgage Note, with all applicable addenda and riders,
                      bearing
                      all intervening endorsements, endorsed "Pay to the order of
 
                      without recourse" and signed in the name of the Company by
                      an authorized
                      officer (in the event that the Mortgage Loan was acquired by
                      the Company
                      in a merger, the signature must be in the following form: "[Company],
                      successor by merger to [name of predecessor]"; and in the event
                      that the
                      Mortgage Loan was acquired or originated by the Company while
                      doing
                      business under another name, the signature must be in the following
                      form:
                      "[Company], formerly known as [previous
                      name]").

                  


          

          


          
            	 	
                    2.

                  	
                    The
                      original of any guarantee executed in connection with the Mortgage
                      Note.

                  


          

          


          
            	3.          
                      	
                    The
                      original Mortgage, with all applicable addenda and riders,
                      with evidence
                      of recording thereon or a certified true and correct copy of
                      the Mortgage
                      sent for recordation. If in connection with any Mortgage Loan,
                      the Company
                      cannot deliver or cause to be delivered the original Mortgage
                      with
                      evidence of recording thereon on or prior to the Closing Date
                      because of a
                      delay caused by the public recording office where such Mortgage
                      has been
                      delivered for recordation or because such Mortgage has been
                      lost or
                      because such public recording office retains the original recorded
                      Mortgage, the Company shall deliver or cause to be delivered
                      to the
                      Custodian, a photocopy of such Mortgage, together with (i)
                      in the case of
                      a delay caused by the public recording office, an Officer's
                      Certificate of
                      the Company stating that such Mortgage has been dispatched
                      to the
                      appropriate public recording office for recordation and that
                      the original
                      recorded Mortgage or a copy of such Mortgage certified by such
                      public
                      recording office to be a true and complete copy of the original
                      recorded
                      Mortgage will be promptly delivered to the Custodian upon receipt
                      thereof
                      by the Company; or (ii) in the case of a Mortgage where a public
                      recording
                      office retains the original recorded Mortgage or in the case
                      where a
                      Mortgage is lost after recordation in a public recording office,
                      a copy of
                      such Mortgage certified by such public recording office or
                      by the title
                      insurance company that issued the title policy to be a true
                      and complete
                      copy of the original recorded
                      Mortgage.

                  


          

          


          Further,
            with respect to MERS Mortgage Loans, (a) the Mortgage names MERS as the
            Mortgagee and (b) the requirements set forth in the Electronic Tracking
            Agreement have been satisfied, with a conformed recorded copy to follow
            as soon
            as the same is received by the Company.

          


          
            	 	
                    4.

                  	
                    The
                      originals or certified true copies of any document sent for
                      recordation of
                      all assumption, modification, consolidation or extension agreements,
                      with
                      evidence of recording thereon.

                  


          

          


          
            	 	
                    5.

                  	
                    The
                      original Assignment of Mortgage for each Mortgage Loan, in
                      form and
                      substance acceptable for recording (except for the insertion
                      of the name
                      of the assignee and recording information). The Assignment
                      of Mortgage
                      must be duly recorded only if recordation is either necessary
                      under
                      applicable law or commonly required by private institutional
                      mortgage
                      investors in the area where the Mortgaged Property is located
                      or on
                      direction of the Purchaser. If the Assignment of Mortgage is
                      to be
                      recorded, the Mortgage shall be assigned to the Purchaser.
                      If the
                      Assignment of Mortgage is not to be recorded, the Assignment
                      of Mortgage
                      shall be delivered in blank. If the Mortgage Loan was acquired
                      by the
                      Company in a merger, the Assignment of Mortgage must be made
                      by
                      "[Company], successor by merger to [name of predecessor]."
                      If the Mortgage
                      Loan was acquired or originated by the Company while doing
                      business under
                      another name, the Assignment of Mortgage must be by "[Company],
                      formerly
                      know as [previous name]." Subject to the foregoing and where
                      permitted
                      under the applicable laws of the jurisdiction wherein the Mortgaged
                      property is located, such Assignments of Mortgage may be made
                      by blanket
                      assignments for Mortgage Loans secured by the Mortgaged Properties
                      located
                      in the same county.

                  


          

          


          
            	 	
                    6.

                  	
                    Originals
                      or certified true copies of documents sent for recordation
                      of all
                      intervening assignments of the Mortgage with evidence of recording
                      thereon, or if any such intervening assignment has not been
                      returned from
                      the applicable recording office or has been lost or if such
                      public
                      recording office retains the original recorded assignments
                      of mortgage,
                      the Company shall deliver or cause to be delivered to the Custodian,
                      a
                      photocopy of such intervening assignment, together with (i)
                      in the case of
                      a delay caused by the public recording office, an Officer's
                      Certificate of
                      the Company stating that such intervening assignment of mortgage
                      has been
                      dispatched to the appropriate public recording office for recordation
                      and
                      that such original recorded intervening assignment of mortgage
                      or a copy
                      of such intervening assignment of mortgage certified by the
                      appropriate
                      public recording office or by the title insurance company that
                      issued the
                      title policy to be a true and complete copy of the original
                      recorded
                      intervening assignment of mortgage will be promptly delivered
                      to the
                      Custodian upon receipt thereof by the Company; or (ii) in the
                      case of an
                      intervening assignment where a public recording office retains
                      the
                      original recorded intervening assignment or in the case where
                      an
                      intervening assignment is lost after recordation in a public
                      recording
                      office, a copy of such intervening assignment certified by
                      such public
                      recording office to be a true and complete copy of the original
                      recorded
                      intervening assignment.

                  


          

          


          
            	7.          
                      	
                    The
                      electronic form of PMI Policy as identified by certificate
                      number.

                  


          

          


          
            	 	
                    8.

                  	
                    The
                      original mortgagee title insurance policy or, if such policy
                      has not been
                      issued, (a) a written commitment or binder for such policy
                      issued by a
                      title insurer or (b) a preliminary title report issued by a
                      title insurer
                      in anticipation of issuing a title insurance
                      policy.

                  


          

          


          
            	 	
                    9.

                  	
                    Any
                      security agreement, chattel mortgage or equivalent executed
                      in connection
                      with the Mortgage.

                  


          

          


          
            	 	
                    10.

                  	
                    For
                      each Cooperative Loan, the original or a seller certified true
                      copy of the
                      following:

                  


          

          


          The
            original Pledge Agreement entered into by the Mortgagor with respect
            to such
            Cooperative Loan;

           

          UCC-3
            assignment in blank (or equivalent instrument), sufficient under the
            laws of the
            jurisdiction where the related Cooperative Apartment is located to reflect
            of
            record the sale and assignment of the Cooperative Loan to the
            Purchaser;

           

          Original
            assignment of Pledge Agreement in blank showing a complete chain of assignment
            from the originator of the related Cooperative Loan to the Company;

           

          Original
            Form UCC-1 and any continuation statements with evidence of filing thereon
            with
            respect to such Cooperative Loan;

           

          Cooperative
            Shares with a Stock Certificate in blank attached; 

           

          Original
            Proprietary Lease;

           

          Original
            Assignment of Proprietary Lease, in blank, and all intervening assignments
            thereof;

           

          Original
            recognition agreement of the interests of the mortgagee with respect
            to the
            Cooperative Loan by the Cooperative, the stock of which was pledged by
            the
            related Mortgagor to the originator of such Cooperative Loan; and

           

          Originals
            of any assumption, consolidation or modification agreements relating
            to any of
            the items specified above.

          


          With
            respect to each Mortgage Loan, the Servicing File shall include each
            of the
            following items to the extent in the possession of the Company or in
            the
            possession of the Company’s agent(s):

          


          
            	 	
                    11.

                  	
                    The
                      original hazard insurance policy and, if required by law, flood
                      insurance
                      policy, in accordance with Section 4.10 of the
                      Agreement.

                  


          

          


          
            	 	
                    12.

                  	
                    Residential
                      loan application.

                  


          

          


          
            	 	
                    13.

                  	
                    Mortgage
                      Loan closing statement.

                  


          

          


          
            	 	
                    14.

                  	
                    Verification
                      of employment and income, unless originated under the Company's
                      Limited
                      Documentation program, Fannie Mae Timesaver
                      Plus.

                  


          

          


          
            	 	
                    15.

                  	
                    Verification
                      of acceptable evidence of source and amount of down
                      payment.

                  


          

          


          
            	 	
                    16.

                  	
                    Credit
                      report on the Mortgagor.

                  


          

          


          
            	 	
                    17.

                  	
                    Residential
                      appraisal report.

                  


          

          


          
            	 	
                    18.

                  	
                    Photograph
                      of the Mortgaged Property.

                  


          

          


          
            	 	
                    19.

                  	
                    Survey
                      of the Mortgage property, if required by the title company
                      or applicable
                      law.

                  


          

          


          
            	 	
                    20.

                  	
                    Copy
                      of each instrument necessary to complete identification of
                      any exception
                      set forth in the exception schedule in the title policy, i.e.
                      map or plat,
                      restrictions, easements, sewer agreements, home association
                      declarations,
                      etc.

                  


          

          


          
            	 	
                    21.

                  	
                    All
                      required disclosure statements.

                  


          

          


          
            	 	
                    22.

                  	
                    If
                      available, termite report, structural engineer's report, water
                      potability
                      and septic certification.

                  


          

          


          
            	 	
                    23.

                  	
                    Sales
                      contract, if applicable.

                  


          

          


          
            	 	
                    24.

                  	
                    Evidence
                      of payment of taxes and insurance premiums, insurance claim
                      files,
                      correspondence, current and historical computerized data files,
                      and all
                      other processing, underwriting and closing papers and records
                      which are
                      customarily contained in a mortgage loan file and which are
                      required to
                      document the Mortgage Loan or to service the Mortgage
                      Loan.

                  


          

          


          
            	 	
                    25.

                  	
                    Amortization
                      schedule, if available.

                  


          

          


          26.        
             Original
            or copy of power of attorney, if applicable.

          


          In
            the
            event an Officer's Certificate of the Company is delivered to the Custodian
            because of a delay caused by the public recording office in returning
            any
            recorded document, the Company shall deliver to the Custodian, within
            240 days
            of the Closing Date, an Officer's Certificate which shall (i) identify
            the
            recorded document, (ii) state that the recorded document has not been
            delivered
            to the Custodian due solely to a delay caused by the public recording
            office,
            (iii) state the amount of time generally required by the applicable recording
            office to record and return a document submitted for recordation, and
            (iv)
            specify the date the applicable recorded document will be delivered to
            the
            Custodian. The Company shall be required to deliver to the Custodian
            the
            applicable recorded document by the date specified in (iv) above. An
            extension
            of the date specified in (iv) above may be requested from the Purchaser,
            which
            consent shall not be unreasonably withheld. 

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          EXHIBIT
            D

          


          CUSTODIAL
            AGREEMENT

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          EXHIBIT
            E

          


          FORM
            OF
            OPINION OF COUNSEL

          


           

          


          


          @

          @

          @

          @

          


          Re:       
             Wells
            Fargo Bank, N.A.

          Mortgage
            Loan Series @

          


          Dear
            Sir/Madam:

          


          I
            am @ of
            Wells Fargo Bank, N.A. and have acted as counsel to Wells Fargo Bank,
            N.A. (the
“Company”), with respect to certain matters in connection with the sale by the
            Company of the mortgage loans designated as Mortgage Loan Series @ (the
            “Mortgage Loans”) pursuant to that certain Seller’s Warranties and Servicing
            Agreement by and between the Company and @ (the “Purchaser”), dated as of @,
            20__, (the “Agreement”), which sale is in the form of whole Mortgage Loans.
            Capitalized terms not otherwise defined herein have the meanings set
            forth in
            the Agreement.

          


          I
            have
            examined the following documents:

          


          1.            the
            Agreement;

          


          2.            the
            form
            of endorsement of the Mortgage Notes; and

          


          3.        
            such
            other documents, records and papers as I have deemed necessary and relevant
            as a
            basis for this opinion.

          


          To
            the
            extent I have deemed necessary and proper, I have relied upon the
            representations and warranties of the Company contained in the Agreement.
            I have
            assumed the authenticity of all documents submitted to me as originals,
            the
            genuineness of all signatures, the legal capacity of natural persons
            and the
            conformity to the originals of all documents.

          


          Based
            upon the foregoing, it is my opinion that;

          


          
            	
                    1.

                  	
                    The
                      Company is a national banking association duly organized, validly
                      existing
                      and in good standing under the laws of the United States.
                      

                  


          

          


          
            	
                    2.

                  	
                    The
                      Company has the power to engage in the transactions contemplated
                      by the
                      Agreement and all requisite power, authority and legal right
                      to execute
                      and deliver the Agreement and the Mortgage Loans, and to perform
                      and
                      observe the terms and conditions of such
                      instruments.

                  


          

          


          
            	
                    3.

                  	
                    Each
                      person who, as an officer or attorney-in-fact of the Company,
                      signed (a)
                      the Agreements, each dated as of @, 20__, by and between the
                      Company and
                      the Purchaser, and (b) any other document delivered prior hereto
                      or on the
                      date hereof in connection with the sale and servicing of the
                      Mortgage
                      Loans in accordance with the Agreement was, at the respective
                      times of
                      such signing and delivery, and is, as of the date hereof, duly
                      elected or
                      appointed, qualified and acting as such officer or attorney-in-fact,
                      and
                      the signatures of such persons appearing on such documents
                      are their
                      genuine signatures.

                  


          

          


          
            	
                    4.

                  	
                    Each
                      of the Agreement and the Mortgage Loans, has been duly authorized,
                      executed and delivered by the Company and is a legal, valid
                      and binding
                      agreement enforceable in accordance with its terms, subject
                      to 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 subject
                      to the
                      application of the rules of equity, including those respecting
                      the
                      availability of specific performance, none of which will materially
                      interfere with the realization of the benefits provided thereunder
                      or with
                      the Purchaser’s ownership of the Mortgage
                      Loans.

                  


          

          


          
            	
                    5.

                  	
                    The
                      Company has been duly authorized to allow any of its officers
                      to execute
                      any and all documents by original or facsimile signature in
                      order to
                      complete the transactions contemplated by the Agreement and
                      in order to
                      execute the endorsements to the Mortgage Notes and the assignments
                      of the
                      Mortgages, and the original or facsimile signature of the officer
                      at the
                      Company executing the Agreement, the endorsements to the Mortgage
                      Notes
                      and the assignments of the Mortgages represents the legal and
                      valid
                      signature of said officer of the
                      Company.

                  


          

          


          
            	
                    6.

                  	
                    Either
                      (i) no consent, approval, authorization or order of any court
                      or
                      governmental agency or body is required for the execution,
                      delivery and
                      performance by the Company of or compliance by the Company
                      with the
                      Agreement or the sale and delivery of the Mortgage Loans or
                      the
                      consummation of the transactions contemplated by the Agreement;
                      or (ii)
                      any required consent, approval, authorization or order has
                      been obtained
                      by the Company. 

                  


          

          


          
            	
                    7.

                  	
                    Neither
                      the consummation of the transactions contemplated by, nor the
                      fulfillment
                      of the terms of the Agreement, will conflict with or results
                      in or will
                      result in a breach of or constitutes or will constitute a default
                      under
                      the charter or by-laws of the Company, the terms of any indenture
                      or other
                      agreement or instrument to which the Company is a party or
                      by which it is
                      bound or to which it is subject, or violates any statute or
                      order, rule,
                      regulations, writ, injunction or decree of any court, governmental
                      authority or regulatory body to which the Company is subject
                      or by which
                      it is bound.

                  


          

          


          
            	
                    8.

                  	
                    There
                      is no action, suit, proceeding or investigation pending or,
                      to the best of
                      my knowledge, threatened against the Company which, in my opinion,
                      either
                      in any one instance or in the aggregate, may result in any
                      material
                      adverse change in the business, operations, financial condition,
                      properties or assets of the Company or in any material impairment
                      of the
                      right or ability of the Company to carry on its business substantially
                      as
                      now conducted or in any material liability on the part of the
                      Company or
                      which would draw into question the validity of the Agreement,
                      or of any
                      action taken or to be taken in connection with the transactions
                      contemplated thereby, or which would be likely to impair materially
                      the
                      ability of the Company to perform under the terms of the
                      Agreement.

                  


          

          


          
            	
                    9.

                  	
                    For
                      purposes of the foregoing, I have not regarded any legal or
                      governmental
                      actions, investigations or proceedings to be "threatened" unless
                      the
                      potential litigant or governmental authority has manifested
                      to the legal
                      department of the Company or an employee of the Company responsible
                      for
                      the receipt of process a present intention to initiate such
                      proceedings;
                      nor have I regarded any legal or governmental actions, investigations
                      or
                      proceedings as including those that are conducted by state
                      or federal
                      authorities in connection with their routine regulatory activities.
                      The
                      sale of each Mortgage Note and Mortgage as and in the manner
                      contemplated
                      by the Agreement is sufficient fully to transfer all right,
                      title and
                      interest of the Company thereto as noteholder and mortgagee,
                      apart from
                      the rights to service the Mortgage Loans pursuant to the
                      Agreement.

                  


          

          


          
            	
                    10.

                  	
                    The
                      form of endorsement that is to be used with respect to the
                      Mortgage Loans
                      is legally valid and sufficient to duly endorse the Mortgage
                      Notes to the
                      Purchaser. Upon the completion of the endorsement of the Mortgage
                      Notes
                      and the completion of the assignments of the Mortgages, and
                      the recording
                      thereof, the endorsement of the Mortgage Notes, the delivery
                      to the
                      Custodian of the completed assignments of the Mortgages, and
                      the delivery
                      of the original endorsed Mortgage Notes to the Custodian would
                      be
                      sufficient to permit the entity to which such Mortgage Note
                      is initially
                      endorsed at the Purchaser’s direction, and to whom such assignment of
                      Mortgages is initially assigned at the Purchaser’s direction, to avail
                      itself of all protection available under applicable law against
                      the claims
                      of any present or future creditors of the Company, and would
                      be sufficient
                      to prevent any other sale, transfer, assignment, pledge or
                      hypothecation
                      of the Mortgages and the Mortgage Notes by the Company from
                      being
                      enforceable.

                  


          

          


          This
            opinion is given to you for your sole benefit, and no other person or
            entity is
            entitled to rely hereon except that the purchaser or purchasers to which
            you
            initially and directly resell the Mortgage Loans may rely on this opinion
            as if
            it were addressed to them as of its date.

          


          Sincerely,

          


          @


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          EXHIBIT
            F

          


          COMPANY’S
            OFFICER’S CERTIFICATE

           

          


            I,
            ________________________, hereby certify that I am the duly elected
            ______________ of Wells Fargo Bank, N.A., a national banking association
            (the
“Company”), and further certify, on behalf of the Company as
            follows:

            

          
            	 	
                    1.

                  	
                    Attached
                      hereto as Exhibit A is a true, correct and complete copy of
                      the Articles
                      of Association of the Company which are in full force and effect
                      on the
                      date hereof.

                  


          

          


          
            	 	
                    2.

                  	
                    Attached
                      hereto as Exhibit B is a true, correct and complete copy of
                      the bylaws of
                      the Company which are in effect on the date
                      hereof.

                  


          

          


          
            	 	
                    3.

                  	
                    The
                      execution and delivery by the Company of the Seller’s Warranties and
                      Servicing Agreement, dated as of _____________, 20__, (the
“Sale and
                      Servicing Agreement”) and the Mortgage Loan Purchase Agreement dated as of
                      _____, 20__, (the “Purchaser Agreement” and together with the Sale and
                      Servicing Agreement, the “Agreements”) are in the ordinary course of
                      business of the Company. 

                  


          

           

          


          
            	 	
                    4.

                  	
                    A
                      true and correct copy of the resolution of the Mortgage Banking
                      Committee
                      of the Board of Directors of the Company authorizing the Company
                      to enter
                      into the Agreements is attached hereto as Exhibit
                      C.

                  


          

          


          
            	 	
                    5.

                  	
                    Each
                      person who, as an officer or representative of the Company,
                      signed (a) the
                      Agreements, or (b) any other document delivered prior hereto
                      or on the
                      date hereof in connection with any transaction described in
                      the Agreements
                      was, at the respective times of such signing and delivery a
                      duly elected
                      or appointed, qualified and acting officer or representative
                      of the
                      Company, and the signatures of such persons appearing on such
                      documents
                      are their genuine signatures.

                  


          

          


          
            	 	
                    6.

                  	
                    Either
                      (i) no consent, approval, authorization or order of any court
                      or
                      governmental agency or body is required for the execution,
                      delivery and
                      performance by the Company of or compliance by the Company
                      with the
                      Agreements or the sale of the Mortgage Loans or the consummation
                      of the
                      transactions contemplated by the Agreements; or (ii) any required
                      consent,
                      approval, authorization or order has been obtained by the
                      Company.

                  


          

          


          
            	 	
                    7.

                  	
                    To
                      the best of my knowledge, neither the consummation of the transactions
                      contemplated by, nor the fulfillment of the terms of the Agreements,
                      conflicts or will conflict with or results or will result in
                      a breach of,
                      or constitutes or will constitute a default under, the charter
                      or by-laws
                      of the Company, the terms of any indenture or other agreement
                      or
                      instrument to which the Company is a party or by which it is
                      bound or to
                      which it is subject, or any statute or order, rule, regulation,
                      writ,
                      injunction or decree of any court, governmental authority or
                      regulatory
                      body to which the Company is subject or by which it is
                      bound.

                  


          

          


          
            	 	
                    8.

                  	
                    There
                      are no actions, suits or proceedings pending or, to the best
                      of my
                      knowledge, threatened against or affecting the Company that
                      would
                      materially and adversely affect the Company's ability to perform
                      its
                      obligations under the Agreements. No proceedings for merger,
                      consolidation, liquidation, dissolution, conservatorship or
                      receivership
                      of the Company are pending, or to my knowledge threatened,
                      and no such
                      proceeding is contemplated by the
                      Company.

                  


          

           

          
            	 	
                    9.

                  	
                    The
                      Company is duly authorized to engage in the transactions described
                      and
                      contemplated by the Agreements.

                  


          

           

          
            	 	
                    10.

                  	
                    Capitalized
                      terms used but not defined herein shall have the meanings assigned
                      in the
                      Seller’s Warranties and Servicing
                      Agreement.

                  


          

           

          
            	 	
                    IN
                      WITNESS WHEREOF, I have hereunto signed by name and affixed
                      the seal of
                      the Company.

                  


          

          
 

          Dated:
            ______________________________
            
  By:
            ________________________________

           

          Name:_______________________________

           

          [Seal] 
                           
       Title:________________________________

           

          


           

          
            	 	
                    I,
                      __________, __________ of Wells Fargo Bank, N.A., hereby certify
                      that
                      ___________ is the duly elected, qualified and acting ___________
                      of the
                      Company and that the signature appearing above is his genuine
                      signature.

                  


          

           

          
            	 	
                    IN
                      WITNESS WHEREOF, I have hereunto signed my
                      name.

                  


          

           

           

          Dated:
            ______________________________             
  By:
            ________________________________

           

          Name:_______________________________

           

                  Title:________________________________

           

          


          


          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          EXHIBIT
            G

          


          FORMS
            OF
            CUSTODIAL ACCOUNT CERTIFICATIONS


          


          CUSTODIAL
            ACCOUNT CERTIFICATION


          


          _______________________,
            20___


          


           

          Wells
            Fargo Bank, N.A. hereby certifies that it has established the account
            described
            below as a Custodial Account pursuant to Section 4.04 of the Seller's
            Warranties
            and Servicing Agreement, dated as of _______________,
            20___,.

          


          Title
            of
            Account: Wells
            Fargo Bank, N.A. in trust for the Purchaser and/or subsequent purchasers
            of
            Mortgage Loans - P & I

          


          Address
            of office or branch 

          of
            the
            Company at which 

          Account
            is
            maintained:            
    _______________________________________

          


          _______________________________________

          


          _______________________________________

           

          _______________________________________

          


          


          WELLS
            FARGO BANK, N.A.

          Company

          


          


          By:
            _____________________________________

          Name:
            __________________________________

          Title:
            ___________________________________

           

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          


          EXHIBIT
            H

          


          FORMS
            OF
            ESCROW ACCOUNT CERTIFICATIONS


          


          ESCROW
            ACCOUNT CERTIFICATION


          


          ______________________,
            20___


          


           

          Wells
            Fargo Bank, N.A. hereby certifies that it has established the account
            described
            below as an Escrow Account pursuant to Section 4.06 of the Seller's Warranties
            and Servicing Agreement, dated as of _______________,
            20___,.

          


          Title
            of
            Account: Wells
            Fargo Bank, N.A. in trust for the Purchaser and/or subsequent purchasers
            of
            Mortgage Loans, and various Mortgagors - T & I

          


          Address
            of office or branch 

          of
            the
            Company at which 

          Account
            is maintained:           
    _______________________________________

          


          _______________________________________

          


          _______________________________________

           

          _______________________________________

          


          


          WELLS
            FARGO BANK, N.A.

          Company

          


          


          By:
            ____________________________________

          Name:
            __________________________________

          Title:
            ___________________________________

          


           

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          EXHIBIT
            I

          


          FORM
            OF
            REMITTANCE ADVICE 

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          EXHIBIT
            J

          


          SERVICING
            CRITERIA TO BE ADDRESSED

          IN
            ASSESSMENT OF COMPLIANCE

          


          The
            assessment of compliance to be delivered by [the Company][Name of Subservicer]
            shall address, as a minimum, the criteria identified below as “Applicable
            Servicing Criteria”

          


          
            	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Applicable
                      Servicing Criteria

                  	
                    Inapplicable
                      Servicing Criteria

                  
	 	
                    General
                      Servicing Considerations

                  	 	 
	
                    1122(d)(1)(i)

                  	
                    Policies
                      and procedures are instituted to monitor any performance or
                      other triggers
                      and events of default in accordance with the transaction
                      agreements.

                  	
                    X

                  	 
	
                    1122(d)(1)(ii)

                  	
                    If
                      any material servicing activities are outsourced to third parties,
                      policies and procedures are instituted to monitor the third
                      party’s
                      performance and compliance with such servicing activities.
                      

                  	
                    X

                  	 
	
                    1122(d)(1)(iii)

                  	
                    Any
                      requirements in the transaction agreements to maintain a back-up
                      servicer
                      for the mortgage loans are maintained. 

                  	 	
                    X

                  
	
                    1122(d)(1)(iv)

                  	
                    A
                      fidelity bond and errors and omissions policy is in effect
                      on the party
                      participating in the servicing function throughout the reporting
                      period in
                      the amount of coverage required by and otherwise in accordance
                      with the
                      terms of the transaction agreements. 

                  	
                    X

                  	 
	 	
                    Cash
                      Collection and Administration

                  	 	 
	
                    1122(d)(2)(i)

                  	
                    Payments
                      on mortgage loans are deposited into the appropriate custodial
                      bank
                      accounts and related bank clearing accounts no more than two
                      business days
                      following receipt, or such other number of days specified in
                      the
                      transaction agreements. 

                  	
                    X

                  	 
	
                    1122(d)(2)(ii)

                  	
                    Disbursements
                      made via wire transfer on behalf of an obligor or to an investor
                      are made
                      only by authorized personnel. 

                  	
                    X

                  	 
	
                    1122(d)(2)(iii)

                  	
                    Advances
                      of funds or guarantees regarding collections, cash flows or
                      distributions,
                      and any interest or other fees charged for such advances, are
                      made,
                      reviewed and approved as specified in the transaction agreements.
                      

                  	
                    X

                  	 
	
                    1122(d)(2)(iv)

                  	
                    The
                      related accounts for the transaction, such as cash reserve
                      accounts or
                      accounts established as a form of overcollateralization, are
                      separately
                      maintained (e.g., with respect to commingling of cash) as set
                      forth in the
                      transaction agreements. 

                  	
                    X

                  	 
	
                    1122(d)(2)(v)

                  	
                    Each
                      custodial account is maintained at a federally insured depository
                      institution as set forth in the transaction agreements. For
                      purposes of
                      this criterion, “federally insured depository institution” with respect to
                      a foreign financial institution means a foreign financial institution
                      that
                      meets the requirements of Rule 13k-1(b)(1) of the Securities
                      Exchange Act.
                      

                  	
                    X

                  	 
	
                    1122(d)(2)(vi)

                  	
                    Unissued
                      checks are safeguarded so as to prevent unauthorized access.
                      

                  	
                    X

                  	 
	
                    1122(d)(2)(vii)
                      

                  	
                    Reconciliations
                      are prepared on a monthly basis for all asset-backed securities
                      related
                      bank accounts, including custodial accounts and related bank
                      clearing
                      accounts. These reconciliations are (A) mathematically accurate;
                      (B)
                      prepared within 30 calendar days after the bank statement cutoff
                      date, or
                      such other number of days specified in the transaction agreements;
                      (C)
                      reviewed and approved by someone other than the person who
                      prepared the
                      reconciliation; and (D) contain explanations for reconciling
                      items. These
                      reconciling items are resolved within 90 calendar days of their
                      original
                      identification, or such other number of days specified in the
                      transaction
                      agreements. 

                  	
                    X

                  	 
	 	
                    Investor
                      Remittances and Reporting

                  	 	 
	
                    1122(d)(3)(i)

                  	
                    Reports
                      to investors, including those to be filed with the Commission,
                      are
                      maintained in accordance with the transaction agreements and
                      applicable
                      Commission requirements. Specifically, such reports (A) are
                      prepared in
                      accordance with timeframes and other terms set forth in the
                      transaction
                      agreements; (B) provide information calculated in accordance
                      with the
                      terms specified in the transaction agreements; (C) are filed
                      with the
                      Commission as required by its rules and regulations; and (D)
                      agree with
                      investors’ or the trustee’s records as to the total unpaid principal
                      balance and number of mortgage loans serviced by the Servicer.
                      

                  	
                    X

                  	 
	
                    1122(d)(3)(ii)

                  	
                    Amounts
                      due to investors are allocated and remitted in accordance with
                      timeframes,
                      distribution priority and other terms set forth in the transaction
                      agreements. 

                  	
                    X

                  	 
	
                    1122(d)(3)(iii)

                  	
                    Disbursements
                      made to an investor are posted within two business days to
                      the Servicer’s
                      investor records, or such other number of days specified in
                      the
                      transaction agreements. 

                  	
                    X

                  	 
	
                    1122(d)(3)(iv)

                  	
                    Amounts
                      remitted to investors per the investor reports agree with cancelled
                      checks, or other form of payment, or custodial bank statements.
                      

                  	
                    X

                  	 


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          
            	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Applicable
                      Servicing Criteria

                  	
                    Inapplicable
                      Servicing Criteria

                  
	 	
                    Pool
                      Asset Administration

                  	 	 
	
                    1122(d)(4)(i)
                      

                  	
                    Collateral
                      or security on mortgage loans is maintained as required by
                      the transaction
                      agreements or related mortgage loan documents. 

                  	
                    X

                  	 
	
                    1122(d)(4)(ii)

                  	
                    Mortgage
                      loan and related documents are safeguarded as required by the
                      transaction
                      agreements 

                  	
                    X

                  	 
	
                    1122(d)(4)(iii)

                  	
                    Any
                      additions, removals or substitutions to the asset pool are
                      made, reviewed
                      and approved in accordance with any conditions or requirements
                      in the
                      transaction agreements. 

                  	
                    X

                  	 
	
                    1122(d)(4)(iv)

                  	
                    Payments
                      on mortgage loans, including any payoffs, made in accordance
                      with the
                      related mortgage loan documents are posted to the Servicer’s obligor
                      records maintained no more than two business days after receipt,
                      or such
                      other number of days specified in the transaction agreements,
                      and
                      allocated to principal, interest or other items (e.g., escrow)
                      in
                      accordance with the related mortgage loan documents. 

                  	
                    X

                  	 
	
                    1122(d)(4)(v)

                  	
                    The
                      Servicer’s records regarding the mortgage loans agree with the Servicer’s
                      records with respect to an obligor’s unpaid principal balance.
                      

                  	
                    X

                  	 
	
                    1122(d)(4)(vi)

                  	
                    Changes
                      with respect to the terms or status of an obligor's mortgage
                      loans (e.g.,
                      loan modifications or re-agings) are made, reviewed and approved
                      by
                      authorized personnel in accordance with the transaction agreements
                      and
                      related pool asset documents. 

                  	
                    X

                  	 
	
                    1122(d)(4)(vii)

                  	
                    Loss
                      mitigation or recovery actions (e.g., forbearance plans, modifications
                      and
                      deeds in lieu of foreclosure, foreclosures and repossessions,
                      as
                      applicable) are initiated, conducted and concluded in accordance
                      with the
                      timeframes or other requirements established by the transaction
                      agreements. 

                  	
                    X

                  	 
	
                    1122(d)(4)(viii)

                  	
                    Records
                      documenting collection efforts are maintained during the period
                      a mortgage
                      loan is delinquent in accordance with the transaction agreements.
                      Such
                      records are maintained on at least a monthly basis, or such
                      other period
                      specified in the transaction agreements, and describe the entity’s
                      activities in monitoring delinquent mortgage loans including,
                      for example,
                      phone calls, letters and payment rescheduling plans in cases
                      where
                      delinquency is deemed temporary (e.g., illness or unemployment).
                      

                  	
                    X

                  	 
	
                    1122(d)(4)(ix)

                  	
                    Adjustments
                      to interest rates or rates of return for mortgage loans with
                      variable
                      rates are computed based on the related mortgage loan documents.
                      

                  	
                    X

                  	 
	
                    1122(d)(4)(x)

                  	
                    Regarding
                      any funds held in trust for an obligor (such as escrow accounts):
                      (A) such
                      funds are analyzed, in accordance with the obligor’s mortgage loan
                      documents, on at least an annual basis, or such other period
                      specified in
                      the transaction agreements; (B) interest on such funds is paid,
                      or
                      credited, to obligors in accordance with applicable mortgage
                      loan
                      documents and state laws; and (C) such funds are returned to
                      the obligor
                      within 30 calendar days of full repayment of the related mortgage
                      loans,
                      or such other number of days specified in the transaction agreements.
                      

                  	
                    X

                  	 
	
                    1122(d)(4)(xi)

                  	
                    Payments
                      made on behalf of an obligor (such as tax or insurance payments)
                      are made
                      on or before the related penalty or expiration dates, as indicated
                      on the
                      appropriate bills or notices for such payments, provided that
                      such support
                      has been received by the servicer at least 30 calendar days
                      prior to these
                      dates, or such other number of days specified in the transaction
                      agreements. 

                  	
                    X

                  	 
	
                    1122(d)(4)(xii)

                  	
                    Any
                      late payment penalties in connection with any payment to be
                      made on behalf
                      of an obligor are paid from the Servicer’s funds and not charged to the
                      obligor, unless the late payment was due to the obligor’s error or
                      omission. 

                  	
                    X

                  	 
	
                    1122(d)(4)(xiii)

                  	
                    Disbursements
                      made on behalf of an obligor are posted within two business
                      days to the
                      obligor’s records maintained by the servicer, or such other number
                      of days
                      specified in the transaction agreements. 

                  	
                    X

                  	 
	
                    1122(d)(4)(xiv)
                      

                  	
                    Delinquencies,
                      charge-offs and uncollectible accounts are recognized and recorded
                      in
                      accordance with the transaction agreements. 

                  	
                    X

                  	 
	
                    1122(d)(4)(xv)

                  	
                    Any
                      external enhancement or other support, identified in Item 1114(a)(1)
                      through (3) or Item 1115 of Regulation AB, is maintained as
                      set forth in
                      the transaction agreements. 

                  	 	
                    X

                  


          

          


          


          


          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          EXHIBIT
            K

          


          SARBANES
            CERTIFICATION

          


          
            	 	
                    Re:

                  	
                    The
                      [ ] agreement dated as of [ ], 200[ ] (the “Agreement”), among [IDENTIFY
                      PARTIES]

                  


          

          


          I,
            ________________________________, the _______________________ of [Name
            of
            Servicer] (the “Servicer”), certify to [the Purchaser], [the Depositor], and the
            [Master Servicer] [Securities Administrator] [Trustee], and their officers,
            with
            the knowledge and intent that they will rely upon this certification,
            that:

          


          (1) I
            have
            reviewed the servicer compliance statement of the Servicer provided in
            accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
            report on assessment of the Servicer’s compliance with the servicing criteria
            set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
            in accordance with Rules 13a-18 and 15d-18 under Securities Exchange
            Act of
            1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
            report provided in accordance with Rules 13a-18 and 15d-18 under the
            Exchange
            Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
            servicing reports, officer’s certificates and other information relating to the
            servicing of the Mortgage Loans by the Servicer during 200[ ] that were
            delivered by the Servicer to the [Depositor] [Master Servicer] [Securities
            Administrator] [Trustee] pursuant to the Agreement (collectively, the
“Servicer
            Servicing Information”);

          


          (2) Based
            on
            my knowledge, the Servicer Servicing Information, taken as a whole, does
            not
            contain any untrue statement of a material fact or omit to state a material
            fact
            necessary to make the statements made, in the light of the circumstances
            under
            which such statements were made, not misleading with respect to the period
            of
            time covered by the Servicer Servicing Information; 

          


          (3) Based
            on
            my knowledge, all of the Servicer Servicing Information required to be
            provided
            by the Servicer under the Agreement has been provided to the [Depositor]
            [Master
            Servicer] [Securities Administrator] [Trustee];

          


          (4) I
            am
            responsible for reviewing the activities performed by the Servicer under
            the
            Agreement, and based on my knowledge and the compliance review conducted
            in
            preparing the Compliance Statement and except as disclosed in the Compliance
            Statement, the Servicing Assessment or the Attestation Report, the Servicer
            has
            fulfilled its obligations under the Agreement; and

          


          (5)  The
            Compliance Statement required to be delivered by the Servicer pursuant
            to the
            Agreement, and the Servicing Assessment and Attestation Report required
            to be
            provided by the Servicer and by each Subservicer ad Subcontractor pursuant
            to
            the Agreement have been provided to the [Depositor] [Master Servicer].
            Any
            material instances of noncompliance described in such reports have been
            disclosed to the [Depositor] [Master Servicer]. Any material instance
            of
            noncompliance with the Servicing Criteria has been disclosed in such
            reports.

          


          


          Date:     

          


          By:______________________________

          Name:____________________________

          Title:_____________________________

          


          


          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          EXHIBIT
            L

          


          ASSIGNMENT,
            ASSUMPTION AND RECOGNITION AGREEMENT

          


          


          ____________,
            20__

          


          


          ASSIGNMENT,
            ASSUMPTION AND RECOGNITION AGREEMENT dated ___________________, 20__
            between
            _________________, a _________________ corporation having an office at
            _________________ ("Assignor") and _________________, having an office
            at
            _________________ ("Assignee") and Wells Fargo Bank, N.A. (the "Company"),
            having an office at 1 Home Campus, Des Moines, IA 50328-0001:

          


          For
            and
            in consideration of the sum of one dollar ($1.00) and other valuable
            consideration the receipt and sufficiency of which are hereby acknowledged,
            and
            of the mutual covenants herein contained, the parties hereto hereby agree
            as
            follows:

          


          1. With
            respect to the Mortgage Loans listed on Exhibit A hereto, the Assignor
            hereby
            grants, transfers and assigns to Assignee all of the right, title and
            interest
            of Assignor, as Purchaser, in, to and under that certain Seller's Warranties
            and
            Servicing Agreement, (the "Seller's Warranties and Servicing Agreement"),
            dated
            as of March 1, 2006, by and between Nomura Credit & Capital, Inc. (the
            "Purchaser"), and the Company, and the Mortgage Loans delivered thereunder
            by
            the Company to the Assignor.

          


          2. The
            Assignor warrants and represents to, and covenants with, the Assignee
            that:

          


          a. The
            Assignor is the lawful owner of the Mortgage Loans with the full right
            to
            transfer the Mortgage Loans free from any and all claims and encumbrances
            whatsoever;

          


          b. The
            Assignor has not received notice of, and has no knowledge of, any offsets,
            counterclaims or other defenses available to the Company with respect
            to the
            Seller's Warranties and Servicing Agreement or the Mortgage Loans;

          


          c. The
            Assignor has not waived or agreed to any waiver under, or agreed to any
            amendment or other modification of, the Seller's Warranties and Servicing
            Agreement or the Mortgage Loans, including without limitation the transfer
            of
            the servicing obligations under the Seller's Warranties and Servicing
            Agreement.
            The Assignor has no knowledge of, and has not received notice of, any
            waivers
            under or amendments or other modifications of, or assignments of rights
            or
            obligations under, the Seller's Warranties and Servicing Agreement or
            the
            Mortgage Loans; and

          


          d. Neither
            the Assignor nor anyone acting on its behalf has offered, transferred,
            pledged,
            sold or otherwise disposed of the Mortgage Loans, any interest in the
            Mortgage
            Loans or any other similar security to, or solicited any offer to buy
            or accept
            a transfer, pledge or other disposition of the Mortgage Loans, any interest
            in
            the Mortgage Loans or any other similar security from, or otherwise approached
            or negotiated with respect to the Mortgage Loans, any interest in the
            Mortgage
            Loans or any other similar security with, any person in any manner, or
            made any
            general solicitation by means of general advertising or in any other
            manner, or
            taken any other action which would constitute a distribution of the Mortgage
            Loans under the Securities Act of 1933 (the "33 Act") or which would
            render the
            disposition of the Mortgage Loans a violation of Section 5 of the 33
            Act or
            require registration pursuant thereto.

          


          3. That
            Assignee warrants and represent to, and covenants with, the Assignor
            and the
            Company pursuant to Section 12.10 of the Seller's Warranties and Servicing
            Agreement that:

          


          a. The
            Assignee agrees to be bound, as Purchaser, by all of the terms, covenants
            and
            conditions of the Seller's Warranties and Servicing Agreement, the Mortgage
            Loans and from and after the date hereof, the Assignee assumes for the
            benefit
            of each of the Company and the Assignor all of the Assignor's obligations
            as
            purchaser thereunder;

          


          b. The
            Assignee understands that the Mortgage Loans have not been registered
            under the
            33 Act or the securities laws of any state;

          


          c. The
            purchase price being paid by the Assignee for the Mortgage Loans are
            in excess
            of $250,000.00 and will be paid by cash remittance of the full purchase
            price
            within 60 days of the sale;

          


          d. The
            Assignee is acquiring the Mortgage Loans for investment for its own account
            only
            and not for any other person. In this connection, neither the Assignee
            nor any
            person authorized to act therefor has offered to sell the Mortgage Loans
            by
            means of any general advertising or general solicitation within the meaning
            of
            Rule 502(c) of US Securities and Exchange Commission Regulation D, promulgated
            under the 1933 Act;

          


          e. The
            Assignee considers itself a substantial sophisticated institutional investor
            having such knowledge and experience in financial and business matters
            that it
            is capable of evaluating the merits and risks of investment in the Mortgage
            Loans;

          


          f. The
            Assignee has been furnished with all information regarding the Mortgage
            Loans
            that it has requested from the Assignor or the Company;

          


          g. Neither
            the Assignee nor anyone acting on its behalf has offered, transferred,
            pledged,
            sold or otherwise disposed of the Mortgage Loans, any interest in the
            Mortgage
            Loans or any other similar security to, or solicited any offer to buy
            or
            accepted a transfer, pledge or other disposition of the Mortgage Loans,
            any
            interest in the Mortgage Loans or any other similar security from, or
            otherwise
            approached or negotiated with respect to the Mortgage Loans, any interest
            in the
            Mortgage Loans or any other similar security with, any person in any
            manner
            which would constitute a distribution of the Mortgage Loans under the
            33 Act or
            which would render the disposition of the Mortgage Loans a violation
            of Section
            5 of the 33 Act or require registration pursuant thereto, nor will it
            act, nor
            has it authorized or will it authorize any person to act, in such manner
            with
            respect to the Mortgage Loans; and

          


          h. Either
            (1) the Assignee is not an employee benefit plan ("Plan") within the
            meaning of
            section 3(3) of the Employee Retirement Income Security Act of 1974,
            as amended
            ("ERISA") or a plan (also "Plan") within the meaning of section 4975(e)(1)
            of
            the Internal Revenue Code of 1986 ("Code"), and the Assignee is not directly
            or
            indirectly purchasing the Mortgage Loans on behalf of, investment manager
            of, as
            named fiduciary of, as Trustee of, or with assets of, a Plan; or (2)
            the
            Assignee's purchase of the Mortgage Loans will not result in a prohibited
            transaction under section 406 of ERISA or section 4975 of the Code.

          


          i. The
            Assignee's address for purposes of all notices and correspondence related
            to the
            Mortgage Loans and the Seller's Warranties and Servicing Agreements
            is:

          


          _______________________

           

          


          The
            Assignee's wire transfer instructions for purposes of all remittances
            and
            payments related to the Mortgage Loans and the Seller's Warranties and
            Servicing
            Agreement is:

          


          _______________________

          For
            the
            account of

          A/C#:

          ABA#:

          ATTN:
            Investors Accounting

          Taxpayer
            ID#:

          


          4.
            Accuracy of the Servicing Agreement.

          


          The
            Company and the Assignor represent and warrant to the Assignee that (i)
            attached
            hereto as Exhibit B is a true, accurate and complete copy of the Seller’s
            Warranties and Servicing Agreement and all amendments and modifications,
            if any,
            (ii) the Seller’s Warranties and Servicing Agreement has not been amended or
            modified in any respect, except as set forth in this Agreement, (iii)
            no notice
            of termination has been given to the Company under the Sellers’ Warranties and
            Servicing Agreement, and (iv) through the date hereof the Company has
            serviced
            the Mortgage Loans in accordance with the terms of the Seller’s Warranties and
            Servicing Agreement.

          


          5.
            Recognition of Assignee.

          


          From
            and
            after the date hereof, the Company shall note the transfer of the Mortgage
            Loans
            to the Assignee in its books and records, the Company shall recognize
            the
            Assignee as the owner of the Mortgage Loans and the Company shall service
            the
            Mortgage Loans for the benefit of the Assignee pursuant to the Seller’s
            Warranties and Servicing Agreement, the terms of which are incorporated
            herein
            by reference. It is the intention of the Assignor, the Company and the
            Assignee
            that the Seller’s Warranties and Servicing Agreement shall be binding upon and
            inure to the benefit of the Company and the Assignee and their respective
            successors and assigns.

          


          [Signatures
            Follow]


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          


          IN
            WITNESS WHEREOF, the parties have caused this Assignment, Assumption
            and
            Recognition Agreement be executed by their duly authorized officers as
            of the
            date first above written.


          


          _________________________________  __________________________________

          Assignor    
                  Assignee

          


          By:
            ______________________________  By:
            _______________________________

          


          Name:
            ____________________________  Name:
            _____________________________

          


          Its:
            ______________________________   Its:
            _______________________________

          


          Tax
            Payer
            Identification No.:    Tax
            Payer
            Identification No.:

          ________________________________   
              _________________________________

          


          


          WELLS
            FARGO BANK, N.A.

          Company

          


          By:
            ____________________________________

          


          Name:
            __________________________________

          


          Its:
            _____________________________________

          


          
 

        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        ATTACHMENT
          3

         

        STANDARD
          FILE LAYOUT- SCHEDULED/SCHEDULED

         

        Exhibit
          1:
          Standard
          File Layout - Master Servicing

         

        
          	
                  Column
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                	
                  Max
                    Size

                
	
                  SER_INVESTOR_NBR

                	
                  A
                    value assigned by the Servicer to define a group of loans.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  20

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the investor.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  BORROWER_NAME

                	
                  The
                    borrower name as received in the file. It is not separated by
                    first and
                    last name.

                	
                   

                	
                  Maximum
                    length of 30 (Last, First)

                	
                  30

                
	
                  SCHED_PAY_AMT

                	
                  Scheduled
                    monthly principal and scheduled interest payment that a borrower
                    is
                    expected to pay, P&I constant.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NOTE_INT_RATE

                	
                  The
                    loan interest rate as reported by the Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  NET_INT_RATE

                	
                  The
                    loan gross interest rate less the service fee rate as reported
                    by the
                    Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_RATE

                	
                  The
                    servicer's fee rate for a loan as reported by the Servicer.
                    

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_AMT

                	
                  The
                    servicer's fee amount for a loan as reported by the Servicer.
                    

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_PAY_AMT

                	
                  The
                    new loan payment amount as reported by the Servicer. 

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_LOAN_RATE

                	
                  The
                    new loan rate as reported by the Servicer. 

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ARM_INDEX_RATE

                	
                  The
                    index the Servicer is using to calculate a forecasted
                    rate.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ACTL_BEG_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the beginning of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_END_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the end of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date at the end of processing cycle that the borrower's next
                    payment is
                    due to the Servicer, as reported by Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  SERV_CURT_AMT_1

                	
                  The
                    first curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_1

                	
                  The
                    curtailment date associated with the first curtailment amount.
                    

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_1

                	
                  The
                    curtailment interest on the first curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_2

                	
                  The
                    second curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_2

                	
                  The
                    curtailment date associated with the second curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_2

                	
                  The
                    curtailment interest on the second curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_3

                	
                  The
                    third curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_3

                	
                  The
                    curtailment date associated with the third curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_AMT_3

                	
                  The
                    curtailment interest on the third curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_AMT

                	
                  The
                    loan "paid in full" amount as reported by the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_DATE

                	
                  The
                    paid in full date as reported by the Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                   

                	
                   

                	
                   

                	
                  Action
                    Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                    65=Repurchase,70=REO 

                	
                  2

                
	
                  ACTION_CODE

                	
                  The
                    standard FNMA numeric code used to indicate the default/delinquent
                    status
                    of a particular loan.

                
	
                  INT_ADJ_AMT

                	
                  The
                    amount of the interest adjustment as reported by the
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SOLDIER_SAILOR_ADJ_AMT

                	
                  The
                    Soldier and Sailor Adjustment amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NON_ADV_LOAN_AMT

                	
                  The
                    Non Recoverable Loan Amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  LOAN_LOSS_AMT

                	
                  The
                    amount the Servicer is passing as a loss, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_BEG_PRIN_BAL

                	
                  The
                    scheduled outstanding principal amount due at the beginning of
                    the cycle
                    date to be passed through to investors.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_END_PRIN_BAL

                	
                  The
                    scheduled principal balance due to investors at the end of a
                    processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_PRIN_AMT

                	
                  The
                    scheduled principal amount as reported by the Servicer for the
                    current
                    cycle -- only applicable for Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_NET_INT

                	
                  The
                    scheduled gross interest amount less the service fee amount for
                    the
                    current cycle as reported by the Servicer -- only applicable
                    for
                    Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_PRIN_AMT

                	
                  The
                    actual principal amount collected by the Servicer for the current
                    reporting cycle -- only applicable for Actual/Actual
                    Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_NET_INT

                	
                  The
                    actual gross interest amount less the service fee amount for
                    the current
                    reporting cycle as reported by the Servicer -- only applicable
                    for
                    Actual/Actual Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    AMT

                	
                  The
                    penalty amount received when a borrower prepays on his loan as
                    reported by
                    the Servicer. 

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    WAIVED

                	
                  The
                    prepayment penalty amount for the loan waived by the
                    servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  MOD_DATE

                	
                  The
                    Effective Payment Date of the Modification for the loan.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  MOD_TYPE

                	
                  The
                    Modification Type.

                	
                   

                	
                  Varchar
                    - value can be alpha or numeric

                	
                  30

                
	
                  DELINQ_P&I_ADVANCE_AMT

                	
                  The
                    current outstanding principal and interest advances made by
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        Exhibit
          : Standard
          File Layout - Delinquency Reporting

        


          *The
          column/header names in bold
          are
          the minimum fields Wells Fargo must receive from every
          Servicer

         

        
          	
                  Column/Header
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR

                	 	
                   

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the originator.

                	 	
                   

                
	
                  CLIENT_NBR

                	
                  Servicer
                    Client Number

                	 	 
	
                  SERV_INVESTOR_NBR

                	
                  Contains
                    a unique number as assigned by an external servicer to identify
                    a group of
                    loans in their system.

                	 	
                   

                
	
                  BORROWER_FIRST_NAME

                	
                  First
                    Name of the Borrower.

                	 	 
	
                  BORROWER_LAST_NAME

                	
                  Last
                    name of the borrower.

                	 	 
	
                  PROP_ADDRESS

                	
                  Street
                    Name and Number of Property

                	 	
                   

                
	
                  PROP_STATE

                	
                  The
                    state where the property located.

                	 	
                   

                
	
                  PROP_ZIP

                	
                  Zip
                    code where the property is located.

                	 	
                   

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date that the borrower's next payment is due to the servicer
                    at the end of
                    processing cycle, as reported by Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  LOAN_TYPE

                	
                  Loan
                    Type (i.e. FHA, VA, Conv)

                	 	
                   

                
	
                  BANKRUPTCY_FILED_DATE

                	
                  The
                    date a particular bankruptcy claim was filed.

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_CHAPTER_CODE

                	
                  The
                    chapter under which the bankruptcy was filed.

                	 	
                   

                
	
                  BANKRUPTCY_CASE_NBR

                	
                  The
                    case number assigned by the court to the bankruptcy
                    filing.

                	 	
                   

                
	
                  POST_PETITION_DUE_DATE

                	
                  The
                    payment due date once the bankruptcy has been approved by the
                    courts

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_DCHRG_DISM_DATE

                	
                  The
                    Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                    Discharged
                    and/or a Motion For Relief Was Granted. 

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_APPR_DATE

                	
                  The
                    Date The Loss Mitigation Was Approved By The Servicer

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_TYPE

                	
                  The
                    Type Of Loss Mitigation Approved For A Loan Such As;

                	 	 
	
                  LOSS_MIT_EST_COMP_DATE

                	
                  The
                    Date The Loss Mitigation /Plan Is Scheduled To End/Close

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_ACT_COMP_DATE

                	
                  The
                    Date The Loss Mitigation Is Actually Completed

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_APPROVED_DATE

                	
                  The
                    date DA Admin sends a letter to the servicer with instructions
                    to begin
                    foreclosure proceedings.

                	 	
                  MM/DD/YYYY

                
	
                  ATTORNEY_REFERRAL_DATE

                	
                  Date
                    File Was Referred To Attorney to Pursue Foreclosure

                	 	
                  MM/DD/YYYY

                
	
                  FIRST_LEGAL_DATE

                	
                  Notice
                    of 1st legal filed by an Attorney in a Foreclosure Action

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_EXPECTED_DATE

                	
                  The
                    date by which a foreclosure sale is expected to occur.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_DATE

                	
                  The
                    actual date of the foreclosure sale.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_AMT

                	
                  The
                    amount a property sold for at the foreclosure sale.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  EVICTION_START_DATE

                	
                  The
                    date the servicer initiates eviction of the borrower.

                	 	
                  MM/DD/YYYY

                
	
                  EVICTION_COMPLETED_DATE

                	
                  The
                    date the court revokes legal possession of the property from
                    the
                    borrower.

                	 	
                  MM/DD/YYYY

                
	
                  LIST_PRICE

                	
                  The
                    price at which an REO property is marketed.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  LIST_DATE

                	
                  The
                    date an REO property is listed at a particular price.

                	 	
                  MM/DD/YYYY

                
	
                  OFFER_AMT

                	
                  The
                    dollar value of an offer for an REO property.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  OFFER_DATE_TIME

                	
                  The
                    date an offer is received by DA Admin or by the Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  REO_CLOSING_DATE

                	
                  The
                    date the REO sale of the property is scheduled to close.

                	 	
                  MM/DD/YYYY

                
	
                  REO_ACTUAL_CLOSING_DATE

                	
                  Actual
                    Date Of REO Sale

                	 	
                  MM/DD/YYYY

                
	
                  OCCUPANT_CODE

                	
                  Classification
                    of how the property is occupied.

                	 	
                   

                
	
                  PROP_CONDITION_CODE

                	
                  A
                    code that indicates the condition of the property.

                	 	
                   

                
	
                  PROP_INSPECTION_DATE

                	
                  The
                    date a property inspection is performed.

                	 	
                  MM/DD/YYYY

                
	
                  APPRAISAL_DATE

                	
                  The
                    date the appraisal was done.

                	 	
                  MM/DD/YYYY

                
	
                  CURR_PROP_VAL

                	
                   The
                    current "as is" value of the property based on brokers price
                    opinion or
                    appraisal.

                	
                  2

                	
                   

                
	
                  REPAIRED_PROP_VAL

                	
                  The
                    amount the property would be worth if repairs are completed pursuant
                    to a
                    broker's price opinion or appraisal.

                	
                  2

                	
                   

                
	
                  If
                    applicable:

                	
                   

                	 	
                   

                
	
                  DELINQ_STATUS_CODE

                	
                  FNMA
                    Code Describing Status of Loan

                	 	 
	
                  DELINQ_REASON_CODE

                	
                  The
                    circumstances which caused a borrower to stop paying on a loan.
                    Code
                    indicates the reason why the loan is in default for this
                    cycle.

                	 	 
	
                  MI_CLAIM_FILED_DATE

                	
                  Date
                    Mortgage Insurance Claim Was Filed With Mortgage Insurance
                    Company.

                	 	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT

                	
                  Amount
                    of Mortgage Insurance Claim Filed

                	 	
                  No
                    commas(,) or dollar signs ($)

                
	
                  MI_CLAIM_PAID_DATE

                	
                  Date
                    Mortgage Insurance Company Disbursed Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT_PAID

                	
                  Amount
                    Mortgage Insurance Company Paid On Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_FILED_DATE

                	
                  Date
                    Claim Was Filed With Pool Insurance Company

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT

                	
                  Amount
                    of Claim Filed With Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_PAID_DATE

                	
                  Date
                    Claim Was Settled and The Check Was Issued By The Pool
                    Insurer

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT_PAID

                	
                  Amount
                    Paid On Claim By Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_FILED_DATE

                	
                   Date
                    FHA Part A Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_AMT

                	
                   Amount
                    of FHA Part A Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_PAID_DATE

                	
                   Date
                    HUD Disbursed Part A Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part A Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_FILED_DATE

                	
                    Date
                    FHA Part B Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_AMT

                	
                    Amount
                    of FHA Part B Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_PAID_DATE

                	
                     Date
                    HUD Disbursed Part B Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part B Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  VA_CLAIM_FILED_DATE

                	
                   Date
                    VA Claim Was Filed With the Veterans Admin

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_DATE

                	
                   Date
                    Veterans Admin. Disbursed VA Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_AMT

                	
                   Amount
                    Veterans Admin. Paid on VA Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  MOTION_FOR_RELIEF_DATE

                	
                  The
                    date the Motion for Relief was filed

                	
                  10

                	
                  MM/DD/YYYY

                
	
                  FRCLSR_BID_AMT

                	
                  The
                    foreclosure sale bid amount

                	
                  11

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FRCLSR_SALE_TYPE

                	
                  The
                    foreclosure sales results: REO, Third Party, Conveyance to
                    HUD/VA

                	
                   

                	
                   

                
	
                  REO_PROCEEDS

                	
                  The
                    net proceeds from the sale of the REO property. 

                	
                   

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  BPO_DATE

                	
                  The
                    date the BPO was done.

                	
                   

                	
                   

                
	
                  CURRENT_BPO_VAL

                	
                  The
                    current "as is" value of the property based on a brokers price
                    opinion.

                	
                   

                	
                   

                
	
                  REPAIRED_BPO_PROP_VAL

                	
                  The
                    amount the property would be worth if repairs are completed pursuant
                    to a
                    broker's price opinion.

                	
                   

                	
                   

                
	
                  CURR_APP_VAL

                	
                   The
                    current "as is" value of the property based on an
                    appraisal.

                	
                  11

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  CURRENT_FICO

                	
                  The
                    current FICO score

                	
                   

                	
                   

                
	
                  HAZARD_CLAIM_FILED_DATE

                	
                  The
                    date the Hazard Claim was filed with the Hazard Insurance
                    Company.

                	
                  10

                	
                  MM/DD/YYYY

                
	
                  HAZARD_CLAIM_AMT

                	
                  The
                    amount of the Hazard Insurance Claim filed.

                	
                  11

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  HAZARD_CLAIM_PAID_DATE

                	
                  The
                    date the Hazard Insurance Company disbursed the claim
                    payment.

                	
                  10

                	
                  MM/DD/YYYY

                
	
                  HAZARD_CLAIM_PAID_AMT

                	
                  The
                    amount the Hazard Insurance Company paid on the claim.

                	
                  11

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_FILED_DATE

                	
                  The
                    date the claim was filed with the Pool Insurance Company.

                	
                  10

                	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT

                	
                  The
                    amount of the claim filed with the Pool Insurance Company.

                	
                  11

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_PAID_DATE

                	
                  The
                    date the claim was settled and the check was issued by the Pool
                    Insurer.

                	
                  10

                	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT_PAID

                	
                  The
                    amount paid on the claim by the Pool Insurance Company.

                	
                  11

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FORECLOSURE_FLAG

                	
                  Y
                    or N

                	
                   

                	
                  Text

                
	
                  BANKRUPTCY_FLAG

                	
                  Y
                    or N

                	
                   

                	
                  Text

                
	
                  NOD_DATE

                	
                   

                	
                   

                	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_DATE

                	
                  Date
                    Mortgage Insurance is filed

                	
                   

                	
                  MM/DD/YYYY

                
	
                  NOI_DATE

                	
                   

                	
                   

                	
                  MM/DD/YYYY

                
	
                  ACTUAL_PAYMENT_PLAN_START_DATE

                	
                   

                	
                   

                	
                  MM/DD/YYYY

                
	
                  ACTUAL_PAYMENT_
                    PLAN_END_DATE

                	
                   

                	
                   

                	
                   

                
	
                  LIST_DATE

                	
                   

                	
                   

                	
                  MM/DD/YYYY

                
	
                  VACANCY/OCCUPANCY_STATUS

                	
                  The
                    Occupancy status of the defaulted loan's collateral

                	
                   

                	
                  Text

                
	
                  ACTUAL_REO_START_DATE

                	
                   

                	
                   

                	
                  MM/DD/YYYY

                
	
                  SALES_PRICE

                	
                   

                	
                   

                	
                  Number

                
	
                  UPB_LIQUIDATION

                	
                  Outstanding
                    Principal Balance of the loan upon Liquidation

                	
                   

                	
                  Number

                
	
                  REALIZED_LOSS/GAIN

                	
                  As
                    defined in the Servicing Agreement

                	
                   

                	
                  Number

                
	
                  LIQUIDATION_PROCEEDS

                	
                   

                	
                   

                	
                  Number

                
	
                  PREPAYMENT_CHARGES_COLLECTED

                	
                  The
                    amount of Prepayment Charges received

                	
                   

                	
                  Number

                
	
                  PREPAYMENT_CALCULATION

                	
                  The
                    formula behind the prepayment charge

                	
                   

                	
                  Text

                
	
                  PAYOFF_DATE

                	
                  The
                    date on which the loan was paid off

                	
                   

                	
                  MM/DD/YYYY

                


        

         

         

         

        


        Exhibit
          2: Standard
          File Codes - Delinquency Reporting


         

        The
          Loss
          Mit Type
          field
          should show the approved Loss Mitigation Code as follows: 

         

        
          	·  	
                  ASUM-Approved
                    Assumption

                


        

         

        
          	·  	
                  BAP-Borrower
                    Assistance Program

                


        

         

        
          	·  	
                  CO-
                    Charge Off

                


        

         

        
          	·  	
                  DIL-
                    Deed-in-Lieu

                


        

         

        
          	·  	
                  FFA-
                    Formal Forbearance Agreement

                


        

         

        
          	·  	
                  MOD-
                    Loan Modification

                


        

         

        
          	·  	
                  PRE-
                    Pre-Sale

                


        

         

        
          	·  	
                  SS-
                    Short Sale

                


        

         

        
          	·  	
                  MISC-Anything
                    else approved by the PMI or Pool
                    Insurer

                


        

         

        NOTE:
          Wells
          Fargo Bank will accept alternative Loss Mitigation Types to those above,
          provided that they are consistent with industry standards. If Loss Mitigation
          Types other than those above are used, the Servicer must supply Wells Fargo
          Bank
          with a description of each of the Loss Mitigation Types prior to sending
          the
          file.

         

        The
          Occupant
          Code
          field
          should show the current status of the property code as follows:

         

        
          	·  	
                  Mortgagor

                


        

         

        
          	·  	
                  Tenant

                


        

         

        
          	·  	
                  Unknown
                    

                


        

         

        
          	·  	
                  Vacant

                


        

         

        The
          Property
          Condition
          field
          should show the last reported condition of the property as follows:


         

        
          	·  	
                  Damaged

                


        

         

        
          	·  	
                  Excellent

                


        

         

        
          	·  	
                  Fair

                


        

         

        
          	·  	
                  Gone

                


        

         

        
          	·  	
                  Good

                


        

         

        
          	·  	
                  Poor

                


        

         

        
          	·  	
                  Special
                    Hazard

                


        

         

        
          	·  	
                  Unknown

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        


        Exhibit
          2: Standard
          File Codes - Delinquency Reporting, Continued


         

        The
          FNMA
          Delinquent Reason Code
          field
          should show the Reason for Delinquency as follows: 

        
          


          
            	
                    Delinquency
                      Code

                  	
                    Delinquency
                      Description

                  
	
                    001

                  	
                    FNMA-Death
                      of principal mortgagor

                  
	
                    002

                  	
                    FNMA-Illness
                      of principal mortgagor

                  
	
                    003

                  	
                    FNMA-Illness
                      of mortgagor’s family member

                  
	
                    004

                  	
                    FNMA-Death
                      of mortgagor’s family member

                  
	
                    005

                  	
                    FNMA-Marital
                      difficulties

                  
	
                    006

                  	
                    FNMA-Curtailment
                      of income

                  
	
                    007

                  	
                    FNMA-Excessive
                      Obligation

                  
	
                    008

                  	
                    FNMA-Abandonment
                      of property

                  
	
                    009

                  	
                    FNMA-Distant
                      employee transfer

                  
	
                    011

                  	
                    FNMA-Property
                      problem

                  
	
                    012

                  	
                    FNMA-Inability
                      to sell property

                  
	
                    013

                  	
                    FNMA-Inability
                      to rent property

                  
	
                    014

                  	
                    FNMA-Military
                      Service

                  
	
                    015

                  	
                    FNMA-Other

                  
	
                    016

                  	
                    FNMA-Unemployment

                  
	
                    017

                  	
                    FNMA-Business
                      failure

                  
	
                    019

                  	
                    FNMA-Casualty
                      loss

                  
	
                    022

                  	
                    FNMA-Energy
                      environment costs

                  
	
                    023

                  	
                    FNMA-Servicing
                      problems

                  
	
                    026

                  	
                    FNMA-Payment
                      adjustment

                  
	
                    027

                  	
                    FNMA-Payment
                      dispute

                  
	
                    029

                  	
                    FNMA-Transfer
                      of ownership pending

                  
	
                    030

                  	
                    FNMA-Fraud

                  
	
                    031

                  	
                    FNMA-Unable
                      to contact borrower

                  
	
                    INC

                  	
                    FNMA-Incarceration

                  


          

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          Exhibit
            2: Standard
            File Codes - Delinquency Reporting, Continued


           

          The
            FNMA
            Delinquent Status Code
            field
            should show the Status of Default as follows: 

          


          
            	
                    Status
                      Code

                  	
                    Status
                      Description

                  
	
                    09

                  	
                    Forbearance

                  
	
                    17

                  	
                    Pre-foreclosure
                      Sale Closing Plan Accepted

                  
	
                    24

                  	
                    Government
                      Seizure

                  
	
                    26

                  	
                    Refinance

                  
	
                    27

                  	
                    Assumption

                  
	
                    28

                  	
                    Modification

                  
	
                    29

                  	
                    Charge-Off

                  
	
                    30

                  	
                    Third
                      Party Sale

                  
	
                    31

                  	
                    Probate

                  
	
                    32

                  	
                    Military
                      Indulgence

                  
	
                    43

                  	
                    Foreclosure
                      Started

                  
	
                    44

                  	
                    Deed-in-Lieu
                      Started

                  
	
                    49

                  	
                    Assignment
                      Completed

                  
	
                    61

                  	
                    Second
                      Lien Considerations

                  
	
                    62

                  	
                    Veteran’s
                      Affairs-No Bid

                  
	
                    63

                  	
                    Veteran’s
                      Affairs-Refund

                  
	
                    64

                  	
                    Veteran’s
                      Affairs-Buydown

                  
	
                    65

                  	
                    Chapter
                      7 Bankruptcy

                  
	
                    66

                  	
                    Chapter
                      11 Bankruptcy

                  
	
                    67

                  	
                    Chapter
                      13 Bankruptcy

                  


          

           

        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        Exhibit
          3: Calculation
          of Realized Loss/Gain Form 332- Instruction Sheet

         

        NOTE:
          Do not net or combine items. Show all expenses individually and all credits
          as
          separate line items. Claim packages are due on the remittance report date.
          Late
          submissions may result in claims not being passed until the following month.
          The
          Servicer is responsible to remit all funds pending loss approval and /or
          resolution of any disputed items. 

        


        The
          numbers on the 332 form correspond with the numbers listed below.

         

        Liquidation
          and Acquisition Expenses:

         

        1.          
           The
          Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
          an
          Amortization Schedule from date of default through liquidation breaking
          out the
          net interest and servicing fees advanced is required.


         

        2.          
           The
          Total
          Interest Due less the aggregate amount of servicing fee that would have
          been
          earned if all delinquent payments had been made as agreed. For documentation,
          an
          Amortization Schedule from date of default through liquidation breaking
          out the
          net interest and servicing fees advanced is required.

         

        3.            Accrued
          Servicing Fees based upon the Scheduled Principal Balance of the Mortgage
          Loan
          as calculated on a monthly basis. For documentation, an Amortization Schedule
          from date of default through liquidation breaking out the net interest
          and
          servicing fees advanced is required.

         

        4-12.     
           Complete
          as applicable. Required documentation:

         

        *
          For
          taxes and insurance advances - see page 2 of 332 form - breakdown required
          showing period of
          coverage, base tax, interest, penalty. Advances prior to default require
          evidence of servicer efforts to recover advances.

         

        *
          For
          escrow advances - complete payment history (to
          calculate advances from last positive escrow balance forward)

         

        *
          Other
          expenses -  copies of corporate advance history showing all payments


         

        *
          REO
          repairs > $1500 require explanation

         

        *
          REO
          repairs >$3000 require evidence of at least 2 bids.

         

        *
          Short
          Sale or Charge Off require P&L supporting the decision and WFB’s approved
          Servicing Officer certification 

         

        *
          Unusual
          or extraordinary items may require further documentation. 

         

        13.  The
          total
          of lines 1 through 12.

         

        Credits:
          

         

        14-21.   
           Complete
          as applicable. Required documentation:

         

        *
          Copy of
          the HUD 1 from the REO sale. If a 3rd
          Party
          Sale, bid instructions and Escrow Agent / Attorney Letter
          of
          Proceeds Breakdown.

         

        *
          Copy of
          EOB for any MI or gov't guarantee 

         

        *
          All
          other credits need to be clearly defined on the 332
          form            

         

        
          	 	
                  22.

                	
                  The
                    total of lines 14 through 21.

                


        

         

        Please
          Note: For
          HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
          for Part
          B/Supplemental proceeds.

         

        Total
          Realized Loss (or Amount of Any Gain)

         

        23.        
           The
          total
          derived from subtracting line 22 from 13. If the amount represents a realized
          gain, show
          the
          amount in parenthesis ( ). 


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Exhibit
          3A: Calculation
          of Realized Loss/Gain Form 332

         

        
          Prepared
            by: __________________   Date:
            _____________________

          Phone:
            ______________________           
Email Address:_____________________


           

          
            	
                     
                      Servicer Loan No.

                  	 	
                     
                      Servicer Name

                  	 	
                     
                      Servicer Address 

                     

                  


          

           

          WELLS
            FARGO BANK, N.A. Loan No._________________________________________

           

          Borrower's
            Name: _________________________________________________________

          Property
            Address: _________________________________________________________

           

          Liquidation
            Type: REO Sale  
            3rd
            Party Sale  
Short
            Sale 
Charge
            Off 

           

          Was
            this loan granted a Bankruptcy deficiency or cramdown  Yes                            
            No

          If
“Yes”,
            provide deficiency or cramdown amount
            ________________________________________

           

          Liquidation
            and Acquisition Expenses:

          

            
              	
                      (1)

                    	
                      Actual
                        Unpaid Principal Balance of Mortgage Loan

                    	
                      $
                        _______________

                    	
                      (1)

                    
	
                      (2)

                    	
                      Interest
                        accrued at Net Rate

                    	
                      ________________

                    	
                      (2)

                    
	
                      (3)

                    	
                      Accrued
                        Servicing Fees

                    	
                      ________________

                    	
                      (3)

                    
	
                      (4)

                    	
                      Attorney's
                        Fees

                    	
                      ________________

                    	
                      (4)

                    
	
                      (5)

                    	
                      Taxes
                        (see page 2)

                    	
                      ________________

                    	
                      (5)

                    
	
                      (6)

                    	
                      Property
                        Maintenance

                    	
                      ________________

                    	
                      (6)

                    
	
                      (7)

                    	
                      MI/Hazard
                        Insurance Premiums (see page 2)

                    	
                      ________________

                    	
                      (7)

                    
	
                      (8)

                    	
                      Utility
                        Expenses

                    	
                      ________________

                    	
                      (8)

                    
	
                      (9)

                    	
                      Appraisal/BPO

                    	
                      ________________

                    	
                      (9)

                    
	
                      (10)

                    	
                      Property
                        Inspections

                    	
                      ________________

                    	
                      (10)

                    
	
                      (11)

                    	
                      FC
                        Costs/Other Legal Expenses

                    	
                      ________________

                    	
                      (11)

                    
	
                      (12)

                    	
                      Other
                        (itemize)

                    	
                      $________________

                    	
                      (12)

                    
	
                      Cash
                        for Keys__________________________

                    	 	
                      ________________

                    	 
	
                      HOA/Condo
                        Fees_______________________

                    	 	
                      ________________

                    	 
	
                      ______________________________________

                    	 	
                      ________________

                    	 
	
                      ______________________________________

                    	 	
                      ________________

                    	 
	
                      Total
                        Expenses

                    	 	
                      $
                        _______________

                    	
                      (13)

                    
	
                      Credits:

                    	 	 	 
	
                      (14)

                    	
                      Escrow
                        Balance

                    	
                      $
                        _______________

                    	
                      (14)

                    
	
                      (15)

                    	
                      HIP
                        Refund

                    	
                      ________________

                    	
                      (15)

                    
	
                      (16)

                    	
                      Rental
                        Receipts

                    	
                      ________________

                    	
                      (16)

                    
	
                      (17)

                    	
                      Hazard
                        Loss Proceeds

                    	
                      ________________

                    	
                      (17)

                    
	
                      (18)

                    	
                      Primary
                        Mortgage Insurance / Gov’t Insurance

                    	
                      ________________

                    	
                      (18a)

                    
	 	
                      HUD
                        Part A

                    	 	 
	 	
                      HUD
                        Part B

                    	
                      ________________

                    	
                      (18b)

                    
	
                      (19)

                    	
                      Pool
                        Insurance Proceeds

                    	
                      ________________

                    	
                      (19)

                    
	
                      (20)

                    	
                      Proceeds
                        from Sale of Acquired Property

                    	
                      ________________

                    	
                      (20)

                    
	
                      (21)

                    	
                      Other
                        (itemize)

                    	
                      ________________

                    	
                      (21)

                    
	
                      _________________________________________

                    	 	
                      _________________

                    	 
	
                      _________________________________________

                    	
                       

                    	
                      _________________

                    	 
	
                      Total
                        Credits

                    	
                       $________________

                    	
                       

                    	
                      (22)

                    
	
                      Total
                        Realized Loss (or Amount of Gain)

                    	
                       $________________

                    	
                       

                    	
                      (23)

                    


            

             

            


            
              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

            


          

        

        Escrow
          Disbursement Detail

        


        


        
          	
                  Type

                  (Tax
                    /Ins.)

                	
                  Date
                    Paid

                	
                  Period
                    of Coverage

                	
                  Total
                    Paid

                	
                  Base
                    Amount

                	
                  Penalties

                	
                  Interest

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


        

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        ATTACHMENT
          4

         

        BACK-UP
          CERTIFICATION

         

        Re: __________
          (the “Trust”)

         

        Nomura
          Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-AF1, Asset-Backed
          Certificates, Series 2006-AF1

         

        I,
          [identify the certifying individual], certify to Nomura Home Equity Loan,
          Inc.
          (the “Depositor”), HSBC Bank USA, National Association (the “Trustee”) and Wells
          Fargo Bank, N.A. (the “Master Servicer”), and their respective officers, with
          the knowledge and intent that they will rely upon this certification,
          that:

         

        (1) I
          have
          reviewed the servicer compliance statement of the Servicer provided in
          accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
          report on assessment of the Servicer’s compliance with the servicing criteria
          set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
          in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act
          of
          1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
          report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
          Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
          servicing reports, officer’s certificates and other information relating to the
          servicing of the Mortgage Loans by the Servicer during 200[ ] that were
          delivered by the Servicer to the Master Servicer pursuant to the Agreement
          (collectively, the “Servicer Servicing Information”);

         

        (2) Based
          on
          my knowledge, the Servicer Servicing Information, taken as a whole, does
          not
          contain any untrue statement of a material fact or omit to state a material
          fact
          necessary to make the statements made, in the light of the circumstances
          under
          which such statements were made, not misleading with respect to the period
          of
          time covered by the Servicer Servicing Information;

         

        (3) Based
          on
          my knowledge, all of the Servicer Servicing Information required to be
          provided
          by the Servicer under the Agreement has been provided to the Master
          Servicer;

         

        (4) I
          am
          responsible for reviewing the activities performed by the Servicer under
          the
          Agreement, and based on my knowledge and the compliance review conducted
          in
          preparing the Compliance Statement and except as disclosed in the Compliance
          Statement, the Servicing Assessment or the Attestation Report, the Servicer
          has
          fulfilled its obligations under the Agreement in all material respects;
          and

         

        (5) The
          Compliance Statement required to be delivered by the Servicer pursuant
          to the
          Agreement, and the Servicing Assessment and Attestation Report required
          to be
          provided by the Servicer and by any Subservicer and Subcontractor pursuant
          to
          the Agreement, have been provided to the Master Servicer. Any material
          instances
          of noncompliance described in such reports have been disclosed to the Master
          Servicer. Any material instance of noncompliance with the Servicing Criteria
          has
          been disclosed in such reports.

         

        Capitalized
          terms used and not otherwise defined herein have the meanings assigned
          thereto
          in the Seller’s Warranties and Servicing Agreement, dated as of May 1, 2006,
          between Wells Fargo Bank, N.A. and Nomura Credit & Capital, Inc., as
          modified by the Assignment, Assumption and Recognition Agreement, dated
          as of
          November 9, 2006, among Nomura Credit & Capital, Inc., Nomura Home Equity
          Loan, Inc. and Wells Fargo Bank, N.A. (together, the “Servicing
          Agreement”).

         

        


        
          	
                  Date:

                	 	 
	 	 
	 	 
	
                  [Signature]

                	 
	 	 
	
                  [Title]

                	 


        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        P

       

      CAP
        CONTRACT

       

       

      
        
 

        
          
            	
                    Nomura
                      Global Financial Products Inc.

                    2
                      World Financial Center

                    Building
                      B, 22nd
                      Floor

                    New
                      York, New York 10281-1198

                  	 	
                      

                  


          

           

          
            	
                    Telephone:

                  	 	 	 	 
	
                    Confirmations

                  	
                    (212)
                      667-9522

                  	
                    Direct
                      Fax

                  	
                    (212)
                      667-1047

                  	 


          

        

         

        
 

        
          	
                  Date:

                	
                  Thursday,
                    The 9th of November 2006

                
	 	 
	
                  To:

                	
                  HSBC
                    Bank USA, National Association, not in its individual capacity,
                    but solely
                    as Trustee on behalf of Nomura Home Equity Loan, Inc., Home Equity
                    Loan
                    Trust, Series 2006-AF1, Asset-Backed Certificates, Series
                    2006-AF1

                
	 	 
	
                  From:

                	
                  Nomura
                    Global Financial Products Inc.

                
	 	 
	
                  Attention:

                	
                  Cap
                    Documentation

                


        

         

        


        Re
          : Cap Transaction (Class A-4 Certificates)

        Execution
          Copy

        


         

        Dear
          Sir
          or Madam:

        


        The
          purpose of this facsimile message/letter agreement is to confirm the terms
          and
          conditions of the Transaction entered into between Nomura Global Financial
          Products Inc. (“NGFP”) and HSBC Bank USA, National Association, not in its
          individual capacity, but solely as Trustee (the “Trustee”) on
          behalf
          of Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-AF1,
          Asset-Backed Certificates, Series 2006-AF1 (the “Counterparty”)
          on the Trade Date specified below (the “Cap Transaction”). 

        


        The
          definitions and provisions contained in the 2000 ISDA Definitions, as published
          by the International Swaps and Derivatives Association, Inc., are incorporated
          into this Confirmation. In the event of any inconsistency between those
          definitions and provisions and this Confirmation, this Confirmation will
          govern.
          This Cap Transaction relates to the Class A-4 Certificates issued pursuant
          to
          the Pooling and Servicing Agreement dated as of October 1, 2006, among
          Nomura
          Home Equity Loan, Inc., as Depositor, Nomura Credit & Capital, Inc., as
          Sponsor, GMAC Mortgage LLC, as Servicer, Wells Fargo Bank, National Association,
          as Master Servicer and Securities Administrator, and HSBC Bank USA, National
          Association, as Trustee (the “Pooling and Servicing Agreement”). Terms
          capitalized but not defined herein shall have the respective meanings set
          forth
          in the Indenture.

        


        This
          Confirmation constitutes a “Confirmation” as referred to in, and supplements,
          forms part of and is subject to, the ISDA Master Agreement dated as of
          the
          9th
          of
          November 2006 as
          amended and supplemented from time to time (the “Agreement”), between NGFP and
          Counterparty. All provisions contained in the Agreement govern this Confirmation
          except as expressly modified below.

        


        1.
          The
          terms of the particular Cap Transaction to which this Confirmation relates
          are
          as follows:

        


        
          	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period, the lesser of (a) the Calculation
                    Amount set forth in Schedule I (Amortization Schedule) for such
                    Calculation Period and (b) the Certificate Principal Balance
                    of the Class
                    A-4 Certificates immediately preceding the distribution date
                    which occurs
                    in the same month as the Floating Rate Payer Period End Date
                    for such
                    Calculation Period (in each case determined without regard to
                    adjustment
                    for business days)

                
	 	 
	
                  Trade
                    Date:

                	
                  The
                    9th of November 2006

                
	 	 
	
                  Effective
                    Date:

                	
                  The
                    9th of November 2006

                
	 	 
	
                  Termination
                    Date:

                	
                  The
                    25th of October 2014, subject to adjustment in accordance with
                    the
                    Modified Following Business Day Convention

                
	 	 
	
                  Business
                    Days:

                	
                  London
                    and New York, unless indicated otherwise

                
	 	 
	
                  FIXED
                    AMOUNTS:

                	 
	 	 


        

        
          	
                  Fixed
                    Rate Payer:

                	
                  Counterparty

                
	 	 
	
                  Fixed
                    Rate Payer Payment Date:

                	
                  No
                    later than the 9th of November 2006, subject to adjustment in
                    accordance
                    with the Modified Following Business Day Convention 

                
	 	 
	
                  Fixed
                    Amount:

                	
                  USD
                    400,000.00

                


        

        


        
          	
                  FLOATING
                    AMOUNTS:

                	 
	 	 


        

        
          	
                  Floating
                    Rate Payer:

                	
                  NGFP

                
	 	 
	
                  Cap
                    Rate:

                	
                  With
                    respect to each Calculation Period, the Cap Rate set forth for
                    such period
                    on Schedule I (Amortization Schedule) below

                
	 	 
	
                  Floating
                    Rate Payer Payment Dates:

                	
                  The
                    25th of each month, commencing on the 25th of November 2006 to
                    and
                    including the 25th of September 2014, all subject to adjustment
                    in
                    accordance with the Modified Following Business Day Convention
                    and the
                    Termination Date (provided that for the avoidance of doubt each
                    of the
                    dates referred to in this clause shall be subject to the defined
                    term
                    “Early Payment”).

                
	 	 
	
                  Floating
                    Rate Payer Period End Dates:

                	
                  The
                    25th of each month, commencing on the 25th of November 2006 to
                    and
                    including the 25th of September 2014, all subject to adjustment
                    in
                    accordance with the Modified Following Business Day Convention
                    and the
                    Termination Date

                
	 	 
	
                  Early
                    Payment:

                	
                  Two
                    Business Days

                
	 	 
	
                  Floating
                    Rate for initial Calculation Period:

                	
                  To
                    be determined

                
	 	 
	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA;
                    provided, however, that if the Floating Rate Option on the Reset
                    Date of
                    any Calculation Period is greater than 10.15 per cent per annum,
                    then the
                    Floating Rate Option for such Calculation Period shall be deemed
                    to be
                    10.15 percent per annum

                
	 	 
	
                  Floating
                    Amount:

                	
                  To
                    be determined in accordance with the following formula:

                   

                  The
                    greater of (i) (Floating Rate Option - Cap Rate) x Notional Amount
                    x
                    Floating Rate Payer Day Count Fraction, and (ii)
                    zero

                


        

         

        
          	
                  Designated
                    Maturity:

                	
                  1
                    month, except for the initial Calculation Period, which shall
                    be the
                    Linear Interpolation of 2 weeks and 1 month 

                
	 	 
	
                  Floating
                    Rate Payer Day Count Fraction:

                	
                  Actual/360

                


        

        


        
          	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation Period

                
	 	 
	
                  Compounding:

                	
                  Not
                    Applicable

                


        

        


        
          	
                  Calculation
                    Agent:

                	
                  NGFP
                    

                
	
                   

                  2.   
                     Additional Provisions:

                	 
	 	 
	
                  Monthly
                    Information:

                	
                  No
                    later than each Reset Date, NGFP shall deliver to Counterparty,
                    a written
                    confirmation containing the results of the calculations performed
                    on each
                    Reset Date and the amount which is to be paid to Counterparty
                    on the next
                    Floating Rate Payer Payment Date at the following address: 

                   

                  HSBC
                    Bank USA, National Association

                  452
                    Fifth Avenue

                  New
                    York, NY 10018

                  Attention:
                    Corporate Trust - Elena Zheng

                  Fax:
                    (212) 525-1300

                   

                  With
                    a copy to:

                  Wells
                    Fargo Bank, National Association

                  9062
                    Old Annapolis Road

                  Columbia,
                    MD 21045

                  Attention:
                    Client Manager, NHEL 2006-AF1

                  Fax:
                    (410) 715-2380

                


        

        


        3.
          Account Details

        


        Payments
          to NGFP (USD): 

         

        Our
          Account Details:

        Agent
          Bank:           Bank
          of
          America, New York

        Swift
          Code:          
  BOFAUS3N

        Account
          No:          6550-3-61610

        Beneficiary:          
           Nomura
          Global Financial Products Inc. (NGFPUS33)

         

        Payments
          to Counterparty (USD): 

        


        Your
          Account Details: 

        Agent
          Bank:  Wells
          Fargo Bank, National Association

        ABA
          #:                    
  121000248

        For
          Credit To:          
 SAS
          Clearing

        Account
          No:          
  3970771416

        FCC
          to:                       NHEL
          06-AF1, Net WAC Reserve Fund Account # 50963401 

        Beneficiary:            
            Wells
          Fargo Bank, National Association

        


        


        4.
          Offices:

        


        
          	(a)
                    	
                  The
                    Office of Counterparty for the Cap Transaction is New York, New
                    York.

                   

                


        

        
          	(b)
                    	
                  The
                    Office of NGFP for the Cap Transaction is New York, New
                    York.

                


        

        


        5.
          Credit
          Support Documents: As
          set
          out in the applicable ISDA Master Agreement

        


        6.
          Each
          party hereto represents that entering into this Transaction is authorised
          and
          does not violate any laws of its jurisdiction or organisation or residence
          or
          the terms of any agreement to which it is a party. Each party hereto represents
          that (i) it is not relying on the other party in connection with its decision
          to
          enter into this Transaction, and neither party is acting as an advisor
          to or
          fiduciary of the other party in connection with this Transaction regardless
          of
          whether the other party has provided or provides it with market information
          or
          its views, (ii) it understands the risks of this Transaction and any; legal,
          regulatory, tax accounting and economic consequences resulting therefrom;
          and
          (iii) it has determined based upon its own judgement and upon any advice
          received from its own professional advisors as it has deemed necessary
          to
          consult that entering into this Transaction is appropriate for such party
          in
          light of its financial capabilities and objectives. NGFP represents that
          upon
          due execution and delivery of this Confirmation, it will constitute a legally
          valid and binding obligation, enforceable against it in accordance with
          its
          terms, subject to applicable principles of bankruptcy and creditors’ rights
          generally and to equitable principles of general application.

        


        7.
          Limitation
          of Liability.
          It is
          expressly understood and agreed by the parties hereto that (a) this Agreement
          is
          executed and delivered by HSBC Bank USA, National Association (“HSBC”), not in
          its individual capacity or personally, but solely as the Trustee, in the
          exercise of the powers and authority conferred and vested in it under the
          Pooling and Servicing Agreement (b) the representations, undertakings and
          agreements herein made on the part of the Counterparty are made and intended
          not
          as personal representations, undertakings and agreements by HSBC but are
          made
          and intended for the purpose of binding only the Counterparty, (c) nothing
          herein contained shall be construed as creating any liability on HSBC,
          in its
          individual capacity or personally, to perform any covenant either expressed
          or
          implied contained herein, all such liability, if any, being expressly waived
          by
          the parties who are signatories to this Agreement and by any person claiming
          by,
          through or under such parties and (d) under no circumstances shall HSBC
          be
          personally liable for the payment of any indebtedness or expenses of the
          Counterparty (including, but not limited to the Fixed Rate Payment) or
          be liable
          for the breach or failure of any obligation, representation, warranty or
          covenant made or undertaken by the Counterparty under this
          Agreement.

        


        The
          obligations of NGFP under this Agreement are subject to the Guarantee of
          NSC as
          set forth in Exhibits to the Agreement.


        


        Please
          confirm that the foregoing correctly sets forth the terms of our agreement
          by
          signing a copy of this Confirmation and returning it to us by email or
          facsimile
          transmission on NDPIConfirmations@us.nomura.com or (212) 667-1047, respectively
          to Nomura Global Financial Products Inc., Attention: Documentation, together
          with your account details.

        


        


        Yours
          faithfully,

        


        Nomura
          Global Financial Products Inc.


        


        By:
          /s/ Ed Takvor     By:
          /s/
          Thomas M.
          Salatte               
   

        Name:
          Ed
          Takvor      Name:
          Thomas M. Salatte

        Title:
          Director           Title:
          General Counsel, Secretary and Director

        


        Confirmed
          and accepted as of the date first written:

        


        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Trustee
          on behalf of Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
          2006-AF1, Asset-Backed Certificates, Series 2006-AF1 


        


        By:
          /s/ Elena
          Zheng                  


        Name:
          Elena Zheng      

        Title:
          Assistant Vice President


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        Schedule
          I (Amortization Schedule)

        


        Between
          Nomura Global Financial Products Inc. (“NGFP”) and HSBC Bank USA, National
          Association, not in its individual capacity, but solely as Trustee on behalf
          of
          Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-AF1,
          Asset-Backed Certificates (“Counterparty”), pursuant to the Pooling and
          Servicing Agreement, dated as of October 1, 2006, among Nomura Home Equity
          Loan,
          Inc., Nomura Credit & Capital, Inc., GMAC Mortgage LLC, Wells Fargo Bank,
          National Association, and HSBC Bank USA, National Association .

        


        
          	
                  Calculation
                    Period

                	
                  Cap
                    Rate %

                	
                  USD Calculation
                    Amount

                
	
                  Commencing
                    on the Effective Date

                	
                  13.64496

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of November 2006

                	
                  7.11404

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of December 2006

                	
                  6.87333

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of January 2007

                	
                  6.87339

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of February 2007

                	
                  7.64739

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of March 2007

                	
                  6.87352

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of April 2007

                	
                  7.11438

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of May 2007

                	
                  6.87367

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of June 2007

                	
                  7.11455

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of July 2007

                	
                  6.87383

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of August 2007

                	
                  6.87389

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of September 2007

                	
                  7.11476

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of October 2007

                	
                  6.87403

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of November 2007

                	
                  7.1149

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of December 2007

                	
                  6.87416

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of January 2008

                	
                  6.87423

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of February 2008

                	
                  7.37253

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of March 2008

                	
                  6.87437

                	
                  104,843,000

                
	
                  Commencing
                    on the 25th of April 2008

                	
                  0

                	
                  0

                
	
                  Commencing
                    on the 25th of May 2008

                	
                  0

                	
                  0

                
	
                  Commencing
                    on the 25th of June 2008

                	
                  0

                	
                  0

                
	
                  Commencing
                    on the 25th of July 2008

                	
                  0

                	
                  0

                
	
                  Commencing
                    on the 25th of August 2008

                	
                  0

                	
                  0

                
	
                  Commencing
                    on the 25th of September 2008

                	
                  0

                	
                  0

                
	
                  Commencing
                    on the 25th of October 2008

                	
                  0

                	
                  0

                
	
                  Commencing
                    on the 25th of November 2008

                	
                  0

                	
                  0

                
	
                  Commencing
                    on the 25th of December 2008

                	
                  0

                	
                  0

                
	
                  Commencing
                    on the 25th of January 2009

                	
                  6.87509

                	
                  4,143,146

                
	
                  Commencing
                    on the 25th of February 2009

                	
                  7.64929

                	
                  9,474,582

                
	
                  Commencing
                    on the 25th of March 2009

                	
                  6.87524

                	
                  14,598,993

                
	
                  Commencing
                    on the 25th of April 2009

                	
                  7.11616

                	
                  19,524,405

                
	
                  Commencing
                    on the 25th of May 2009

                	
                  6.8754

                	
                  24,258,530

                
	
                  Commencing
                    on the 25th of June 2009

                	
                  7.11632

                	
                  28,808,784

                
	
                  Commencing
                    on the 25th of July 2009

                	
                  6.87555

                	
                  33,182,295

                
	
                  Commencing
                    on the 25th of August 2009

                	
                  6.87563

                	
                  37,385,916

                
	
                  Commencing
                    on the 25th of September 2009

                	
                  7.11656

                	
                  41,426,233

                
	
                  Commencing
                    on the 25th of October 2009

                	
                  6.87579

                	
                  45,309,579

                
	
                  Commencing
                    on the 25th of November 2009

                	
                  7.11673

                	
                  45,309,579

                
	
                  Commencing
                    on the 25th of December 2009

                	
                  6.87595

                	
                  45,309,579

                
	
                  Commencing
                    on the 25th of January 2010

                	
                  6.87603

                	
                  45,309,579

                
	
                  Commencing
                    on the 25th of February 2010

                	
                  7.65033

                	
                  45,309,579

                
	
                  Commencing
                    on the 25th of March 2010

                	
                  6.87619

                	
                  45,309,579

                
	
                  Commencing
                    on the 25th of April 2010

                	
                  7.11715

                	
                  45,309,579

                
	
                  Commencing
                    on the 25th of May 2010

                	
                  6.87635

                	
                  46,433,169

                
	
                  Commencing
                    on the 25th of June 2010

                	
                  7.11732

                	
                  48,709,726

                
	
                  Commencing
                    on the 25th of July 2010

                	
                  6.87652

                	
                  49,756,806

                
	
                  Commencing
                    on the 25th of August 2010

                	
                  6.87661

                	
                  49,342,903

                
	
                  Commencing
                    on the 25th of September 2010

                	
                  7.11758

                	
                  48,907,903

                
	
                  Commencing
                    on the 25th of October 2010

                	
                  6.87678

                	
                  48,453,522

                
	
                  Commencing
                    on the 25th of November 2010

                	
                  7.11776

                	
                  47,981,366

                
	
                  Commencing
                    on the 25th of December 2010

                	
                  6.87695

                	
                  47,493,005

                
	
                  Commencing
                    on the 25th of January 2011

                	
                  6.87704

                	
                  46,989,902

                
	
                  Commencing
                    on the 25th of February 2011

                	
                  7.65146

                	
                  46,473,447

                
	
                  Commencing
                    on the 25th of March 2011

                	
                  6.87721

                	
                  45,944,953

                
	
                  Commencing
                    on the 25th of April 2011

                	
                  7.11821

                	
                  45,405,666

                
	
                  Commencing
                    on the 25th of May 2011

                	
                  6.87739

                	
                  44,856,698

                
	
                  Commencing
                    on the 25th of June 2011

                	
                  7.1184

                	
                  44,299,143

                
	
                  Commencing
                    on the 25th of July 2011

                	
                  6.87758

                	
                  43,733,746

                
	
                  Commencing
                    on the 25th of August 2011

                	
                  6.87767

                	
                  43,161,854

                
	
                  Commencing
                    on the 25th of September 2011

                	
                  7.11869

                	
                  42,584,458

                
	
                  Commencing
                    on the 25th of October 2011

                	
                  6.87786

                	
                  71,698,121

                
	
                  Commencing
                    on the 25th of November 2011

                	
                  7.11889

                	
                  69,952,404

                
	
                  Commencing
                    on the 25th of December 2011

                	
                  6.87805

                	
                  68,248,868

                
	
                  Commencing
                    on the 25th of January 2012

                	
                  6.87815

                	
                  66,586,500

                
	
                  Commencing
                    on the 25th of February 2012

                	
                  7.37675

                	
                  64,964,311

                
	
                  Commencing
                    on the 25th of March 2012

                	
                  6.87835

                	
                  63,381,334

                
	
                  Commencing
                    on the 25th of April 2012

                	
                  7.1194

                	
                  61,836,626

                
	
                  Commencing
                    on the 25th of May 2012

                	
                  6.87855

                	
                  60,329,269

                
	
                  Commencing
                    on the 25th of June 2012

                	
                  7.11961

                	
                  58,858,363

                
	
                  Commencing
                    on the 25th of July 2012

                	
                  6.87875

                	
                  57,423,033

                
	
                  Commencing
                    on the 25th of August 2012

                	
                  6.87886

                	
                  56,022,422

                
	
                  Commencing
                    on the 25th of September 2012

                	
                  7.11992

                	
                  54,655,696

                
	
                  Commencing
                    on the 25th of October 2012

                	
                  6.87906

                	
                  53,322,040

                
	
                  Commencing
                    on the 25th of November 2012

                	
                  7.12014

                	
                  52,020,658

                
	
                  Commencing
                    on the 25th of December 2012

                	
                  6.87927

                	
                  50,750,773

                
	
                  Commencing
                    on the 25th of January 2013

                	
                  6.87938

                	
                  49,511,628

                
	
                  Commencing
                    on the 25th of February 2013

                	
                  7.65408

                	
                  48,302,484

                
	
                  Commencing
                    on the 25th of March 2013

                	
                  6.8796

                	
                  47,122,617

                
	
                  Commencing
                    on the 25th of April 2013

                	
                  7.12069

                	
                  45,971,324

                
	
                  Commencing
                    on the 25th of May 2013

                	
                  6.87981

                	
                  44,847,916

                
	
                  Commencing
                    on the 25th of June 2013

                	
                  7.12092

                	
                  43,751,723

                
	
                  Commencing
                    on the 25th of July 2013

                	
                  6.88003

                	
                  42,682,089

                
	
                  Commencing
                    on the 25th of August 2013

                	
                  6.88015

                	
                  41,638,374

                
	
                  Commencing
                    on the 25th of September 2013

                	
                  7.12127

                	
                  40,619,955

                
	
                  Commencing
                    on the 25th of October 2013

                	
                  6.88037

                	
                  39,626,222

                
	
                  Commencing
                    on the 25th of November 2013

                	
                  7.1215

                	
                  38,656,581

                
	
                  Commencing
                    on the 25th of December 2013

                	
                  6.8806

                	
                  37,710,451

                
	
                  Commencing
                    on the 25th of January 2014

                	
                  6.88072

                	
                  36,787,265

                
	
                  Commencing
                    on the 25th of February 2014

                	
                  7.65557

                	
                  35,886,472

                
	
                  Commencing
                    on the 25th of March 2014

                	
                  6.88095

                	
                  35,007,531

                
	
                  Commencing
                    on the 25th of April 2014

                	
                  7.12211

                	
                  34,149,916

                
	
                  Commencing
                    on the 25th of May 2014

                	
                  6.88119

                	
                  33,313,112

                
	
                  Commencing
                    on the 25th of June 2014

                	
                  7.12236

                	
                  32,496,619

                
	
                  Commencing
                    on the 25th of July 2014

                	
                  6.88143

                	
                  31,699,946

                
	
                  Commencing
                    on the 25th of August 2014

                	
                  6.88156

                	
                  30,922,615

                
	
                  Commencing
                    on the 25th of September 2014

                	
                  7.12273

                	
                  30,164,160

                


        

        


        For
          the
          avoidance of doubt, the dates in the above Amortization Schedule are subject
          to
          adjustment in accordance with the Modified Following Business Day
          Convention.

      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      

        


        


        ISDAâ

        International
          Swaps and Derivatives Association, Inc.

        


        


        


        SCHEDULE

        to
          the

        Master
          Agreement

        


        dated
          as
          of November 9, 2006, 

        


        between
          Nomura
          Global Financial Products Inc. ("NGFP")
          and HSBC
          Bank USA, National Association, not individually, but solely as Trustee
          on
          behalf of Nomura
          Home Equity Loan Trust, Series 2006-AF1, Asset-Backed Certificates, Series
          2006-AF1 ("Counterparty")

        


        Part
          1. Termination Provisions

        


        (a) "Specified
          Entity"
          means in
          relation to NGFP for the purpose of:

        


        Section
          5(a)(v), None,

        Section
          5(a)(vi), None,

        Section
          5(a)(vii), None,

        Section
          5(b)(iv), None,

        


        and
          in
          relation to Counterparty for the purpose of:

        


        Section
          5(a)(v), None,

        Section
          5(a)(vi), None,

        Section
          5(a)(vii), None,

        Section
          5(b)(iv), None.

        


        (b)
           "Specified
          Transaction"
          with
          respect to NGFP and Counterparty, “Specified Transaction” will not be
          applicable.

        


        (c)
           The
          “Breach
          of Agreement”
          provisions of Section 5(a)(ii) of the Agreement will be inapplicable to
          NGFP and
          Counterparty.

        


        (d) 
          The
“Credit
          Support Default”
          provisions of Section 5(a)(iii) of the Agreement will be inapplicable to
          NGFP
          and Counterparty.

        


        (e) 
          The
“Misrepresentation”
          provisions
          of Section 5(a)(iv) of the Agreement will be inapplicable to NGFP and
          Counterparty.

        


        (f) 
          The
“Default
          Under Specified Transaction”
          provisions of Section 5(a)(v) of the Agreement will be inapplicable to
          NGFP and
          Counterparty.

        


        (g) 
          The
“Bankruptcy”
          provision of Section 5(a)(vii)(2) of the Agreement will be inapplicable
          to
          Counterparty.

        


        (h) The
          "Cross
          Default"
          provisions of Section 5(a)(vi) of this Agreement will not apply to NGFP
          and will
          not apply to Counterparty.

        


        (i) The
          "Credit
          Event Upon Merger"
          provisions of Section 5(b)(iv) of this Agreement will not apply to NGFP
          and will
          not apply to Counterparty.

        


        (j)
          The
"Automatic
          Early Termination"
          provisions of Section 6(a) of this Agreement will not apply to NGFP and
          will not
          apply to Counterparty.

        


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

        


        (i)  Market
          Quotation will apply.

        (ii)  The
          Second Method will apply.

        


        (l) "Termination
          Currency"
          means
          U.S. Dollars.

        


        (m) Additional
          Termination Event will
          not
          apply, except as provided herein. 

        


        


        Part
          2. Tax Representations

        


        (a) Payer
          Tax Representation.
          For the
          purpose of Section 3(e) of this Agreement, NGFP and Counterparty will make
          the
          following representation:

        


        It
          is not
          required by any applicable law, as modified by the practice of any relevant
          governmental 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 the other party under this Agreement. In making this representation,
          the
          party may rely on (i) the accuracy of any representation made by the other
          party
          pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the
          agreement of the other party contained 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 Agreement
          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.

        


        (b) Payee
          Tax Representations.
          For the
          purpose of Section 3(f) of this Agreement, NGFP and Counterparty make the
          representations specified below, if any: 

        


        (i)
          NGFP
          represents that it is a corporation organized under the laws of the state
          of
          Delaware, and  

         

        (ii)
          Counterparty represents that the
          beneficial owner of the payments made to it under this Agreement is either
          (i) a
          "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of United
          States Treasury Regulations) for United States federal income tax purposes
          and
          an "Exempt recipient" within the meaning of section 1.6049-4(c)(1)(ii)
          of United
          States Treasury Regulations, or (ii) a "non-U.S. branch of a foreign 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,
          and it is a "foreign person" as that term is used in section 1.6041-4(a)(4)
          of
          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:

        


        
          	
                   

                  Party
                    required

                  to
                    deliver
                    document

                	
                   

                   

                  Form/Document/Certificate

                	
                   

                  Date
                    by which

                  to
                    be delivered

                	
                   

                  Covered
                    by Section 3(d) Representation

                


        

        


        (a)
          Tax
          forms

        


        
          	
                   

                  Counterparty

                	
                   

                  IRS
                    Form W-9 (or any successors thereto); each completed in a manner
                    reasonably satisfactory to NGFP.

                	
                   

                  (i)
                    Before the first scheduled payment; (ii) promptly upon reasonable
                    demand
                    by NGFP; and (iii) promptly upon learning that any Form W-9 (or
                    any
                    successor thereto) previously provided by Counterparty has become
                    obsolete
                    or incorrect.

                	
                   

                  N/A

                
	
                   

                  NGFP

                	
                   

                  IRS
                    Form W-9 (or any successors thereto); each completed in a manner
                    reasonably satisfactory to Counterparty.

                	
                   

                  (i)
                    Before the first scheduled payment; (ii) promptly upon reasonable
                    demand
                    by Counterparty; and (iii) promptly upon learning that any Form
                    previously
                    provided by NGFP has become obsolete or incorrect.

                	
                   

                  N/A

                


        

        


        (b) Other
          documents

        


        
          	
                   

                  NGFP

                	
                   

                  A
                    copy of the financial statements of NSC containing the consolidated
                    financial statements certified by independent certified public
                    accountants
                    and prepared in accordance with accounting principles that are
                    generally
                    accepted in Japan.

                	
                   

                  As
                    soon as practicable after execution of this Agreement and thereafter
                    on
                    request.

                	
                   

                  No

                
	
                   

                  NGFP

                	
                   

                  Evidence
                    of (i) the authority of NGFP and its Credit Support Provider,
                    as
                    applicable, to enter into this Agreement and supplemental Confirmations
                    and the Credit Support Document specified in Part 4, Section
                    (f) of this
                    Schedule, as the case may be, and
                    (ii) the authority and signature specimens of persons authorised
                    to sign
                    on behalf of NGFP and its Credit Support Provider, as applicable,
                    reasonably satisfactory to the other party.

                	
                   

                  As
                    soon as practicable after execution of this Agreement

                  or
                    execution of a Confirmation of a Transaction, as applicable
                    

                	
                   

                  Yes
                    

                
	
                   

                  Counterparty
                    

                	
                   

                  Evidence
                    of (i) the authority of Counterparty to enter into this Agreement
                    and
                    supplemental Confirmations and (ii) the authority and signature
                    specimens
                    of persons authorised to sign on behalf of Counterparty reasonably
                    satisfactory to the other party.

                	
                   

                  Upon
                    execution of this Agreement. 

                	
                   

                  Yes

                
	
                   

                  NGFP
                    

                	
                   

                  A
                    duly executed copy of the Credit Support Document specified in
                    Part 4,
                    Section (f) of this Schedule to be delivered by NGFP.

                	
                   

                  As
                    soon as practicable after execution of this Agreement.

                	
                   

                  No

                


        

        


        Part
          4. Miscellaneous

        


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

        


        Address
          for notices or communications to NGFP:

        


        Address:
           2
          World
          Financial Center, Bldg B, 21st Floor

        New
          York,
          New York 10281-1198

        Attention:
           General
          Counsel

        Telex
          No:
          222371  Answerback: NOMRA
          UR

        Phone
          No:
          (212) 667-2357 Facsimile
          No: (212)
          667-1047

        


        Address
          for notices or communications to Counterparty: 

        


        Address: 
           HSBC Bank USA, National Association

          
          452 Fifth Avenue

          
          New York, NY 10018

        Attention:
          NHEL 2006 AF1, Corporate Trust - Elena Zheng  

        Phone
          No:
          (212) 525-1501 

        Facsimile
          No: (212) 525-1300

        


        With
          a
          copy to:

        


        Wells
          Fargo Bank, N.A.

        9062
          Old
          Annapolis Road

        Columbia,
          MD 21045

        Attention:
          Client Manager, NHEL 2006-AF1

        Fax:
          (410) 715-2380

        Phone
          No:
          (410) 884-2000

        


        


        (b) Process
          Agent.
          For the
          purpose of Section 13(c) of this Agreement,

        


        NGFP
          appoints as its Process Agent: None. 

        


        Counterparty
          appoints as its Process Agent: None.

        


        (c) Offices.
          The
          provisions of Section 10(a) will not apply to this Agreement.

        


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

        


        NGFP
          is
          not a Multibranch Party; and

        


        Counterparty
          is not a Multibranch Party. 

        


        (e) Calculation
          Agent.
          The
          Calculation Agent shall be NGFP.

        


        (f)
            
          Credit Support Document.
          Details
          of any Credit Support Document:

        


        (i)
          in
          the case of NGFP, a Guarantee executed by Nomura Securities Co., Ltd. (“NSC”)
          substantially in the form attached hereto as Exhibit A (the “Guarantee”),
          and,

        


        (ii)
          in
          the case of Counterparty, None.

        


        (g) Credit
          Support Provider.
          "Credit
          Support Provider"
          shall
          mean, in respect of NGFP, NSC and, in respect of Counterparty,
          None.

        


        (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 choice of law doctrine, other than
          New
          York General Obligations Law Sections 5-1401 and 5-1402. 

        


        (i) Netting
          of Payments.
          Subparagraph (ii) of Section 2(c) of this Agreement will apply, unless
          otherwise
          stated in any Confirmation for a Transaction.

        


        (j) "Affiliate",
          with
          respect to NGFP, shall have the meaning specified in Section 14 of this
          Agreement, and with respect to Counterparty shall mean: None.

        


        Part
          5. Other Provisions

        


        1. Set-Off

        


        Notwithstanding
          any provision of this Agreement or any other existing or future agreement,
          each
          party irrevocably waives any and all rights it may have to set off, net,
          recoup
          or otherwise withhold or suspend or condition payment or performance of
          any
          obligation between it and the other party hereunder against any obligation
          between it and the other party under any other agreements. The provisions
          for
          Set-off set forth in Section 6(e) of the Agreement shall not apply for
          purposes
          of this Transaction.

        


        2. Consent
          to Recording

        


        Each
          party (a) consents to the recording of the telephone conversations of trading
          and marketing personnel of the parties in connection with this Agreement
          or any
          potential Transaction between the parties and (b) agrees to obtain any
          necessary
          consent of, and give notice of such recording to, its personnel.

        


        3. Additional
          Representations and Agreements 

        


        Each
          party represents to the other party (which representations shall be deemed
          repeated by each party on each date on which a Transaction is entered into
          and
          shall be representations for all purposes of this Agreement including,
          without
          limitation, Sections 3, 4, and 5(a)(iv) hereof):

        


        (i)
           No
          Agency.
          It is
          entering into this Agreement and each Transaction as principal and not
          as agent
          of any person nor in any other capacity, fiduciary or otherwise;

        


        (ii) (a) Non-Reliance.
          In
          the
          case of NGFP, it is acting for its own account and in the case of the
          Counterparty, it is acting as Trustee on behalf of the Trust. In the case
          of
          NGFP, it has made its own independent decisions to enter into that Transaction
          and as to whether that Transaction is appropriate or proper for it based
          upon
          its own judgment and upon advice from such advisers as it has deemed necessary
          and in the case of the Counterparty, it has entered into this Transaction
          pursuant to the terms of the Pooling and Servicing Agreement and
          at
          the direction of the Issuer. Its not relying on any communication (written
          or
          oral) of the other party as investment advice or as a recommendation to
          enter
          into that Transaction; it being understood that information and explanations
          related to the terms and conditions of a Transaction shall not be considered
          investment advice or a recommendation to enter into that Transaction. No
          communication (written or oral) received from the other party shall be
          deemed to
          be an assurance or guarantee as to the expected results of that
          Transaction,

        


        (b)  Assessment
          and Understanding. It
          is
          capable of assessing the merits of and understanding (on its own behalf
          or
          through independent professional advice), and understands and accepts,
          the
          terms, conditions and risks of that Transaction. It is also capable of
          assuming,
          and assumes, the risks of that Transaction, and

        


        (c) Status
          of Parties. The
          other
          party is not acting as a fiduciary for or an adviser to it in respect of
          that
          Transaction;

        


        (iii) Eligible
          Contract Participant.
          It is an
          "eligible contract participant" as defined in Section 1a(12) of the Commodity
          Exchange Act, as amended;

        


        (iv)
          FDICIA.
          In the
          case of NGFP, it intends that this Agreement be treated as, and warrants
          that
          the Agreement is, a "netting contract" for purposes of the Federal Deposit
          Insurance Corporation Improvement Act of 1991, as amended (the
          "Act").

        


        4. Waiver
          of Jury Trial 

        


        Each
          party hereby irrevocably waives its right to jury trial with respect to
          any
          obligation arising under, or in connection with, this Agreement.

        


        5.
          Severability

         

        Any
          provision of this Agreement which is prohibited or unenforceable in any
          jurisdiction in respect of any Transaction shall, as to such Transaction,
          be
          ineffective to the extent of such prohibition or unenforceability but without
          invalidating the remaining provisions of this Agreement or affecting the
          validity or enforceability of such provision in any other jurisdiction
          or in
          respect of any other Transaction, unless such severance shall substantially
          impair the benefits of the remaining portions of this Agreement to, or
          changes
          the reciprocal obligations of, either of the parties. The parties hereto
          shall
          endeavor in good faith negotiations to replace the prohibited or unenforceable
          provision with a valid provision the economic effect of which comes as
          close as
          possible to that of the prohibited or unenforceable provision.

        


        6.
          Fully-paid
          Party Protected 

        


        Notwithstanding
          the terms of Sections 5 and 6 of the Agreement, if Counterparty has satisfied
          its payment obligations under Section 2(a)(i) of the Agreement, then unless
          NGFP
          is required pursuant to appropriate proceedings to return to Counterparty
          or
          otherwise returns to Counterparty upon demand of Counterparty any portion
          of
          such payment, (a) the occurrence of an event described in Section 5(a)
          of the
          Agreement with respect to Counterparty shall not constitute an Event of
          Default
          or Potential Event of Default with respect to Counterparty as the Defaulting
          Party and (b) NGFP shall be entitled to designate an Early Termination
          Event
          pursuant to Section 6 of the Agreement only as a result of a Termination
          Event
          set forth in either Section 5(b)(i) or Section 5(b)(ii) of the Agreement
          with
          respect to NGFP as the Affected Party or Section 5(b)(iii) of the Agreement
          with
          respect to NGFP as the Burdened Party. For purposes of each Transaction
          to which
          this Agreement relates, Counterparty’s only obligation under Section 2(a)(i) of
          the Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment
          Date.

        


        7. Proceedings

        


        NGFP
          shall not institute against or cause any other person to institute against,
          or
          join any other person in instituting against, the Counterparty, any bankruptcy,
          reorganization, arrangement, insolvency or liquidation proceedings, or
          other
          proceedings under any federal or state bankruptcy, dissolution or similar
          law,
          for a period of one year and one day (or, if longer, any applicable preference
          period) following indefeasible payment in full of the Certificates (as
          defined
          in that Pooling and Servicing Agreement, dated as of October 1, 2006, among
          Nomura Home Equity Loan, Inc., a Delaware corporation, as depositor, Nomura
          Credit & Capital, Inc., a Delaware corporation, as Sponsor, GMAC Mortgage
          LLC, as Servicer, Wells Fargo Bank, National Association, a national banking
          association, as Master Servicer and Securities Administrator, and HSBC
          Bank USA,
          National Association, a national banking association, not in its individual
          capacity, but solely as trustee (the “Trustee”) (the “Pooling and Servicing
          Agreement”)).


         

        
          	9.  	
                  Limitation
                    of Liability 

                


        

         

        It
          is
          expressly understood and agreed by the parties hereto that (a) this Agreement
          is
          executed and delivered by HSBC Bank USA, National Association (“HSBC”), not
          individually or personally but solely as the Trustee, in the exercise of
          the
          powers and authority conferred and vested in it under the Pooling and Servicing
          Agreement (b) the representations, undertakings and agreements herein made
          on
          the part of the Trust created pursuant to the Pooling and Servicing Agreement
          are made and intended not as personal representations, undertakings and
          agreements by HSBC but are made and intended for the purpose of binding
          only the
          Trust, (c) nothing herein contained shall be construed as creating any
          liability
          on HSBC, individually or personally, to perform any covenant either expressed
          or
          implied contained herein, all such liability, if any, being expressly waived
          by
          the parties who are signatories to this Agreement and by any person claiming
          by,
          through or under such parties and (d) under no circumstances shall HSBC
          be
          personally liable for the payment of any indebtedness or expenses of the
          Trust
          (including, but not limited to the Fixed Rate Payment) or be liable for
          the
          breach or failure of any obligation, representation, warranty or covenant
          made
          or undertaken by the Trust under this Agreement.

        


        10. Additional
          Termination Events

        


        (i)
          If,
          upon the occurrence of a Swap Disclosure Event (as defined in Part 11 below)
          NGFP has not, within 10 days after such Swap Disclosure Event complied
          with any
          of the provisions set forth in Part 11(iii) below, then an Additional
          Termination Event shall have occurred with respect to NGFP and NGFP shall
          be the
          sole Affected Party with respect to such Additional Termination
          Event.

        


        (ii)
          An
          Additional Termination Event shall occur upon unrescindable notice by the
          Master
          Servicer that it will purchase all Mortgage Loans in accordance with Section
          10.01 of the Pooling and Servicing Agreement. With respect to such Additional
          Termination Event, Counterparty shall be the sole Affected Party and this
          Transaction shall be the sole Affected Transaction; provided, however,
          that
          notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement, only
          Counterparty may designate an Early Termination Date in respect of this
          Additional Termination Event.

        


        11. Compliance
          with Regulation AB

        


        (i) NGFP
          agrees and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) is
          required under Regulation AB under the Securities Act of 1933, as amended,
          and
          the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
          (“Regulation AB”), to disclose certain financial information regarding NGFP or
          its group of affiliated entities, if applicable, depending on the aggregate
          “significance percentage” of this Agreement and any other derivative contracts
          between NGFP or its group of affiliated entities, if applicable, and
          Counterparty, as calculated from time to time in accordance with Item 1115
          of
          Regulation AB. 

        


        (ii) It
          shall
          be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day
          after the date hereof, NAAC requests from NGFP the applicable financial
          information described in Item 1115 of Regulation AB (such request to be
          based on
          a reasonable determination by NAAC, in good faith, that such information
          is
          required under Regulation AB) (the “Swap Financial Disclosure”).

        


        (iii)
          Upon the occurrence of a Swap Disclosure Event, NGFP, at its own expense,
          shall
          (a) (1)(a) either (i) provide to the Depositor the current Swap Financial
          Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written
          consent to the Depositor to incorporation by reference of such current
          Swap
          Financial Disclosure that are filed with the Securities and Exchange Commission
          in the reports of the Trust filed pursuant to the Exchange Act, (b) 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 Swap Financial Disclosure in the Exchange Act Reports
          of
          the Depositor, and (c) provide to the Depositor any updated Swap Financial
          Disclosure with respect to NGFP or any entity that consolidates NGFP within
          five
          days of the release of any such updated Swap Financial Disclosure;, (b)
          secure
          another entity to replace NGFP as party to this Agreement on terms substantially
          similar to this Agreement and subject to prior notification to the Swap
          Rating
          Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved
          Rating Thresholds (and which satisfies the [Rating Agency Condition]) and
          which
          entity is able to comply with the requirements of Item 1115 of Regulation
          AB, or
          (c) obtain a guaranty of NGFP’s obligations under this Agreement from an
          affiliate of NGFP that is able to comply with the financial information
          disclosure requirements of Item 1115 of Regulation AB, such that disclosure
          provided in respect of the affiliate will satisfy any disclosure requirements
          applicable to the Swap Provider, and cause such affiliate to provide Swap
          Financial Disclosure. If permitted by Regulation AB, any required Swap
          Financial
          Disclosure may be provided by incorporation by reference from reports filed
          pursuant to the Exchange Act. For purposes of this provision, “Rating Agency
          Condition” means, with respect to any particular proposed act or omission to act
          hereunder that the party acting or failing to act must consult with each
          of the
          rating agencies then providing a rating of the Certificates and receive
          from
          each such rating agency a prior written confirmation that the proposed
          action or
          inaction would not cause a downgrade or withdrawal of the then-current
          rating of
          any Certificates. 

        


        (iv) NGFP
          agrees that, in the event that NGFP provides Swap Financial Disclosure
          to NAAC
          in accordance with Part 11(iii)(a) or causes its affiliate to provide Swap
          Financial Disclosure to NAAC in accordance with Part 11(iii)(c), it will
          indemnify and hold harmless NAAC, its respective directors or officers
          and any
          person controlling NAAC, 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 such Swap Financial Disclosure or caused by
          any
          omission or alleged omission to state in such Swap Financial Disclosure
          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.

        


        (v) NAAC
          shall be an express third party beneficiary of this Agreement as if a party
          hereto to the extent of NAAC’s rights explicitly specified herein.

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        


        
          	
                   

                  IN
                    WITNESS WHEREOF the parties have executed this document on the
                    respective dates specified below with effect from
                    the date specified on the first page of this
                    document.

                


        

        


        
          	
                  NOMURA
                    GLOBAL FINANCIAL PRODUCTS INC.

                   

                   

                   

                  By:/s/
                    Thomas M. Salatte  

                  Name:
                    Thomas M. Salatte

                  Title:
                    General Counsel, Secretary and Director

                	
                  HSBC
                    BANK USA, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL, BUT SOLELY
                    AS
                    TRUSTEE ON BEHALF OF NOMURA HOME EQUITY LOAN, INC., HOME EQUITY
                    LOAN
                    TRUST, SERIES 2006-AF1, ASSET-BACKED CERTIFICATES, SERIES
                    2006-AF1

                   

                   

                  By:
                    /s/
                    Elena Zheng 

                  Name:
                    Elena Zheng

                  Title:
                    Assistant Vice President

                
	
                   

                   

                   

                  By:/s/
                    Rich Lunder 

                  Name:
                    Rich Lunder

                  Title:
                    Chief Operating Officer 

                	 


        

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        NON-NEGOTIABLE

        [Letterhead
          of]

        NOMURA
          SECURITIES CO., LTD.

        GUARANTEE

        


        WHEREAS
          Nomura Global Financial Products Inc. (“NGFP) a Delaware corporation is a party
          to an ISDA Master Agreement dated as of [_______________________], as modified,
          supplemented and amended in writing from time to time, including by all
          Confirmations evidencing Transactions entered into thereunder (collectively,
          the
          "Agreement"), with [__________________________] (the "Counterparty");
          and

        


        WHEREAS,
          Nomura Securities Co., Ltd. (“Nomura”) guarantees NGFP in the terms set out in
          this document,

        


        WHEREAS,
          NGFP and the Counterparty have entered or plan to enter into one or more
          Transactions under the Agreement, each evidenced by a Confirmation;
          and

        


        WHEREAS,
          NGFP may incur monetary, delivery and other obligations to the Counterparty
          under the Agreement;

        


        NOW,
          THEREFORE, in order to induce the Counterparty to enter into, and in
          consideration of the Counterparty having entered into, the
          Agreement, Nomura
          undertakes as follows:

        


        1. GUARANTEE

        


        (A) Guarantee:
          Nomura
          hereby unconditionally and irrevocably guarantees
          the due and punctual payment or delivery of all monetary and delivery
          obligations of NGFP owing to the Counterparty under the Agreement (collectively,
          the "Obligations") promptly upon written demand made by the Counterparty
          to
          Nomura. 

        


        (B) Indemnity:
          Nomura
          agrees as a primary obligation to indemnify the Counterparty from time
          to time
          on demand from and against any loss incurred by the Counterparty as a result
          of
          the Obligations being or becoming void, voidable or unenforceable for any
          reason
          whatsoever, whether or not known to the Counterparty, and the amount of
          such
          loss shall be the amount which the Counterparty would have otherwise been
          entitled to recover from NGFP. Nomura further agrees that any sums of money
          that
          are due under this Guarantee and which may not be recoverable from Nomura
          as a
          result of legal limitation on or disability or incapacity of Nomura or
          any other
          fact or circumstance, whether or not known to Nomura, shall be recoverable
          from
          Nomura on an indemnity basis, and Nomura shall for purposes of this Guarantee
          be
          deemed to be a principal debtor.

        


        (C) Guarantor's
          Obligations:
          Nomura
          waives diligence, presentment, demand of payment from and protest to NGFP
          with
          respect to the Obligations and also waives notice of dishonor. The obligations
          of Nomura under this Guarantee shall not be discharged or impaired or otherwise
          affected by (i) the failure or delay of the Counterparty to assert any
          claim or
          demand or to enforce any right or remedy against NGFP, or any other indulgence
          or concession granted by the Counterparty to NGFP or (ii) any other act,
          event
          or omission that, but for this provision, would or might operate to discharge,
          impair or otherwise affect any of the obligations of Nomura herein contained
          or
          any of the rights, powers or remedies conferred upon the Counterparty by
          law.

        


        (D) Guarantor
          as Principal Debtor:
          Nomura
          further agrees that this Guarantee constitutes a guarantee of payment when
          due
          and not of collection. Nomura waives any right to require that any resort
          be had
          by the Counterparty to any security held by or on behalf of the Counterparty
          for
          payment of the Obligations, or the Counterparty make demand, proceed or
          take any
          other steps against NGFP or any other person before claiming under the
          Guarantee, or, in the event that NGFP becomes subject to any bankruptcy,
          winding-up, administration, reorganization or similar proceeding, that
          the
          Counterparty file any claim relating to the Obligations.

        


        (E) Waiver
          of Defenses:
          The
          obligations of Nomura under this Guarantee shall not be subject to any
          defense
          of set-off, counterclaim, recoupment or termination whatsoever by reason
          of the
          invalidity, illegality or unenforceability of any Obligations, or any other
          defense that constitutes a legal or equitable discharge or defense of a
          guarantor or surety in its capacity as such; provided
          that
          nothing herein shall limit the ability of Nomura to assert any right of
          set-off,
          deduction or counterclaim that NGFP or any Affiliate of NGFP is expressly
          entitled to assert under the Agreement.

        


        (F) Guarantor's
          Obligations Continuing:
          The
          Guarantee is to be a continuing guarantee and accordingly shall remain
          in
          operation until such time as Counterparty receives from Nomura written
          notice of
          termination of this Guarantee and until all Obligations owing in respect
          of all
          Transactions entered into prior to such termination have been paid or satisfied.
          Nomura further agrees that this Guarantee shall continue to be effective
          or be
          reinstated, as the case may be, if at any time payment, or any part thereof,
          of
          any Obligations or interest thereon is avoided, reduced, rescinded or must
          otherwise be restored or returned by the Counterparty upon the bankruptcy,
          insolvency, dissolution or reorganization of NGFP, and the Counterparty
          shall be
          entitled to recover the amount of any such payment from Nomura subsequently
          as
          if such settlement or discharge had not occurred.

        


        (G) Guarantor's
          Right of Subrogation:
          Nomura
          shall be subrogated to all rights of the Counterparty against NGFP in respect
          of
          any amounts paid by or deliveries made by Nomura under this Guarantee;
          provided
          that Nomura shall not be entitled to receive any payments or deliveries
          arising
          out of, or based upon, such right of subrogation or any right of indemnity
          or
          other right until the payment of all moneys payable or delivery of all
          deliverables under this Guarantee have been made. If upon the bankruptcy,
          winding-up, administration, reorganization or similar proceeding of NGFP,
          any
          payment or distribution of assets of NGFP of any kind or character, whether
          in
          cash, property or securities, shall be received by Nomura before payment
          in full
          of all moneys payable or delivery of all deliverables under this Guarantee
          shall
          have been made to the Counterparty, Nomura will promptly following receipt
          thereof pay or deliver such payment or distribution to the Counterparty
          for
          application to any Obligations owing to the Counterparty, whether matured
          or
          un-matured.

        


        2. NOTICES
          AND COMMUNICATION

        


        Each
          notice or communication under this Guarantee shall be made and be effective
          as
          provided in Section 12 of the Agreement as though references in that Section
          to
          the Agreement were to this Guarantee and references to the Counterparty
          or NGFP
          were to the Counterparty or Nomura, respectively, provided that the address
          and
          telex number for Nomura shall be:

        


        General
          Manager

        Controller’s
          Department,

        Nomura
          Securities Co., Ltd. 

        9-1,
          Nihonbashi 1-chome, Chuo-ku, Tokyo, 103-8011 Japan

        


        Telex:
          J22392   Answerback:
          NOMURASH

        


        3. SUCCESSORS
          AND ASSIGNS

        


        (A)
          This
          Guarantee shall be binding on Nomura and its successors and permitted assigns
          and shall benefit the Counterparty and the Counterparty’s successors and
          permitted assigns. Any reference to Nomura and Counterparty shall be construed
          accordingly.

        


        (B)
          Nomura may not transfer all or part of its obligations under this Guarantee
          without the prior written consent of the Counterparty.

        


        4. GROSS
          UP

        


        All
          sums
          payable by Nomura hereunder shall be made in freely transferable, cleared
          and
          immediately available funds without any set-off, deduction or withholding
          unless
          such set-off, deduction or withholding is required by an applicable law,
          judicial or administrative decision, or practice of any relevant governmental
          authority, or by any combination thereof. If Nomura is so required to set-off,
          deduct or withhold then Nomura shall pay to the Counterparty, in addition
          to the
          payment to which the Counterparty is otherwise entitled hereunder, such
          additional amount as is necessary to ensure that the net amount actually
          received by the Counterparty (free and clear of any such set-off, deduction
          or
          withholding) will equal the full amount which the Counterparty would have
          received had no such set-off, deduction or withholding been required; provided,
          however, that Nomura will not be required to pay any additional amounts
          (i) in
          connection with any deduction or withholding in respect of which had NGFP
          made
          the payment in respect of which such deduction or withholding is or would
          have
          been required to have been made, NGFP would not have been required pursuant
          to
          Section 2(d)(i)(4) of the Agreement to pay additional amounts to the
          Counterparty, or (ii) to the extent that such additional amount would not
          be
          required to be paid but for the failure by the Counterparty to furnish
          any form,
          document or certificate that may be required or reasonably requested by
          Nomura
          in order to allow Nomura to make a payment under this Guarantee, or to
          allow
          Nomura to make a payment under or in respect of the Agreement or any Transaction
          on behalf of NGFP, without any deduction or withholding for or on account
          of any
          Tax or with such deduction or withholding at a reduced rate (so long as
          the
          completion, execution or submission of such form, document or certificate
          would
          not materially prejudice the legal or commercial position of the
          Counterparty).

        


        5. REPRESENTATIONS

        


        Nomura
          represents to the Counterparty that (i) Nomura has the corporate power
          to
          execute, deliver and perform this Guarantee, (ii) Nomura has taken all
          necessary
          action to authorize the execution, delivery and performance of this Guarantee,
          (iii) the execution, delivery and performance of this Guarantee by Nomura
          will
          not violate any provision of law applicable to Nomura, its articles of
          incorporation or any agreement to which Nomura is a party, (iv) no
          authorizations of, exemptions by and filings with any governmental or other
          authority are required to be obtained or made by Nomura with respect to
          this
          Guarantee and Nomura will use all reasonable efforts to obtain or make
          (and to
          maintain in full force and effect) any that may become necessary after
          the date
          of this Guarantee,
          and (v) this Guarantee constitutes the legal, valid and binding obligation
          of
          Nomura, enforceable against Nomura in accordance with its terms.

        


        6. EXPENSES

        


        Nomura
          will, on five business days’ notice in writing from the Counterparty, indemnify
          and hold harmless the Counterparty for and against all reasonable out-of-pocket
          expenses, including legal fees and Stamp Tax, incurred by the Counterparty
          by
          reason of the enforcement and protection of its rights under this Guarantee,
          including, but not limited to, cost of collection, provided, however, that
          Nomura shall not be liable for any expenses of the Counterparty if no payment
          is
          due under this Guarantee. 

        


        7. GOVERNING
          LAW

        


        This
          Guarantee shall be governed by and construed in accordance with the laws
          of the
          State of New York, without giving effect to choice of law doctrine.

        


        8. JURISDICTION

        


        With
          respect to any suit, action or proceedings relating to this Guarantee
          ("Proceedings"), each of Nomura and the Counterparty, by its acceptance
          hereof,
          irrevocably:

        


        (i)
           submits
          to the jurisdiction of the courts of the State of New York and the United
          States
          District Court located in the Borough of Manhattan in New York City.


        


        (ii)
            waives
          any objection which it may have at any time to the laying of venue of any
          Proceedings brought in any such court, waives any claim that such Proceedings
          have been brought in an inconvenient forum and further waives the right
          to
          object, with respect to such Proceedings, that such court does not have
          jurisdiction over such party; and

        


        (iii)
            waives
          its right to jury trial with respect to any obligation arising under, or
          in
          connection with, this Guarantee.

        


        Nothing
          in this Guarantee precludes either party from bringing Proceedings in any
          other
          jurisdiction nor will the bringing of Proceedings in any one or more
          jurisdictions preclude the bringing of Proceedings in any other
          jurisdiction.

        


        9. AGENT
          FOR SERVICE OF PROCESS

        


        Nomura
          irrevocably appoints Nomura Securities International, Inc., Attention:
          General
          Counsel, 2 World Financial Center, Building B, 18th Floor, New York, New
          York
          10281-1198, to receive, for it and on its behalf, service of process in
          any
          Proceedings. If for any reason Nomura Securities International Inc., is
          unable
          to act as such, Nomura will promptly notify the Counterparty and within
          30 days
          appoint a substitute process agent acceptable to the Counterparty. Nomura
          irrevocably consents to service of process given in the manner provided
          for
          notices in Section 2 hereof. Nothing in this Guarantee will affect the
          right of
          the Counterparty to serve process in any other manner permitted by
          law.

        


        10. GENERAL

        


        (A) Section
          8
          (Contractual Currency) and Sections 9(a)-(d) and (f)-(g) (Miscellaneous)
          of the
          Agreement shall apply to this Guarantee and Nomura as though references
          in those
          Sections of the Agreement to the “Agreement” were to this Guarantee.


        


        (B)
           Italicized
          terms used but not defined herein have the respective meanings given to
          such
          terms in the Agreement. As used in this Guarantee, the term “business day” means
          a day on which commercial banks and foreign exchange markets settle payments
          both in Tokyo and in the financial center for the settlement
          currency.

        


        IN
          WITNESS WHEREOF, Nomura has executed this Guarantee as of
          [____________________________].

        


        


        NOMURA
          SECURITIES CO., LTD. 

        


        By:
          ______________________________

        Name:

        Title:

        


        




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        X-1

       

      FORM
        OF
        SCHEDULE OF DEFAULT LOAN DATA

       

      


      
        	
                Standard
                  File Layout - Master Servicing 

              	 	 	 
	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                SER_INVESTOR_NBR

              	
                A
                  value assigned by the Servicer to define a group of loans.

              	
                 

              	
                Text
                  up to 10 digits

              	
                20

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the investor.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer. This may be different
                  than the LOAN_NBR.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                BORROWER_NAME

              	
                The
                  borrower name as received in the file. It is not separated by first
                  and
                  last name.

              	
                 

              	
                Maximum
                  length of 30 (Last, First)

              	
                30

              
	
                SCHED_PAY_AMT

              	
                Scheduled
                  monthly principal and scheduled interest payment that a borrower
                  is
                  expected to pay, P&I constant.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NOTE_INT_RATE

              	
                The
                  loan interest rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                NET_INT_RATE

              	
                The
                  loan gross interest rate less the service fee rate as reported
                  by the
                  Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_RATE

              	
                The
                  servicer's fee rate for a loan as reported by the Servicer.
                  

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_AMT

              	
                The
                  servicer's fee amount for a loan as reported by the Servicer.
                  

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_PAY_AMT

              	
                The
                  new loan payment amount as reported by the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_LOAN_RATE

              	
                The
                  new loan rate as reported by the Servicer. 

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ARM_INDEX_RATE

              	
                The
                  index the Servicer is using to calculate a forecasted
                  rate.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ACTL_BEG_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the beginning of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_END_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the end of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date at the end of processing cycle that the borrower's next payment
                  is
                  due to the Servicer, as reported by Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                SERV_CURT_AMT_1

              	
                The
                  first curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_1

              	
                The
                  curtailment date associated with the first curtailment amount.
                  

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_1

              	
                The
                  curtailment interest on the first curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_2

              	
                The
                  second curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_2

              	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_2

              	
                The
                  curtailment interest on the second curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_3

              	
                The
                  third curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_3

              	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_AMT_3

              	
                The
                  curtailment interest on the third curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_AMT

              	
                The
                  loan "paid in full" amount as reported by the Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_DATE

              	
                The
                  paid in full date as reported by the Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                 

              	
                 

              	
                 

              	
                Action
                  Code Key: 15=Bankruptcy, 30=Foreclosure,, 60=PIF, 63=Substitution,
                  65=Repurchase,70=REO 

              	
                2

              
	
                ACTION_CODE

              	
                The
                  standard FNMA numeric code used to indicate the default/delinquent
                  status
                  of a particular loan.

              
	
                INT_ADJ_AMT

              	
                The
                  amount of the interest adjustment as reported by the
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SOLDIER_SAILOR_ADJ_AMT

              	
                The
                  Soldier and Sailor Adjustment amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NON_ADV_LOAN_AMT

              	
                The
                  Non Recoverable Loan Amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                LOAN_LOSS_AMT

              	
                The
                  amount the Servicer is passing as a loss, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_BEG_PRIN_BAL

              	
                The
                  scheduled outstanding principal amount due at the beginning of
                  the cycle
                  date to be passed through to investors.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_END_PRIN_BAL

              	
                The
                  scheduled principal balance due to investors at the end of a processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_PRIN_AMT

              	
                The
                  scheduled principal amount as reported by the Servicer for the
                  current
                  cycle -- only applicable for Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_NET_INT

              	
                The
                  scheduled gross interest amount less the service fee amount for
                  the
                  current cycle as reported by the Servicer -- only applicable for
                  Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_PRIN_AMT

              	
                The
                  actual principal amount collected by the Servicer for the current
                  reporting cycle -- only applicable for Actual/Actual
                  Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_NET_INT

              	
                The
                  actual gross interest amount less the service fee amount for the
                  current
                  reporting cycle as reported by the Servicer -- only applicable
                  for
                  Actual/Actual Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  AMT

              	
                The
                  penalty amount received when a borrower prepays on his loan as
                  reported by
                  the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  WAIVED

              	
                The
                  prepayment penalty amount for the loan waived by the
                  servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                MOD_DATE

              	
                The
                  Effective Payment Date of the Modification for the loan.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                MOD_TYPE

              	
                The
                  Modification Type.

              	
                 

              	
                Varchar
                  - value can be alpha or numeric

              	
                30

              
	
                DELINQ_P&I_ADVANCE_AMT

              	
                The
                  current outstanding principal and interest advances made by
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        X-2

       

      Exhibit: Standard
        File Layout - Delinquency Reporting

       

      *The
        column/header names in bold are the minimum fields Wells Fargo must receive
        from
        every Servicer

      
        	
                Column/Header
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer. This may be different
                  than the LOAN_NBR

              	 	
                 

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the originator.

              	 	
                 

              
	
                CLIENT_NBR

              	
                Servicer
                  Client Number

              	 	 
	
                SERV_INVESTOR_NBR

              	
                Contains
                  a unique number as assigned by an external servicer to identify
                  a group of
                  loans in their system.

              	 	
                 

              
	
                BORROWER_FIRST_NAME

              	
                First
                  Name of the Borrower.

              	 	 
	
                BORROWER_LAST_NAME

              	
                Last
                  name of the borrower.

              	 	 
	
                PROP_ADDRESS

              	
                Street
                  Name and Number of Property

              	 	
                 

              
	
                PROP_STATE

              	
                The
                  state where the property located.

              	 	
                 

              
	
                PROP_ZIP

              	
                Zip
                  code where the property is located.

              	 	
                 

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date that the borrower's next payment is due to the servicer at
                  the end of
                  processing cycle, as reported by Servicer.

              	 	
                MM/DD/YYYY

              
	
                LOAN_TYPE

              	
                Loan
                  Type (i.e. FHA, VA, Conv)

              	 	
                 

              
	
                BANKRUPTCY_FILED_DATE

              	
                The
                  date a particular bankruptcy claim was filed.

              	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_CHAPTER_CODE

              	
                The
                  chapter under which the bankruptcy was filed.

              	 	
                 

              
	
                BANKRUPTCY_CASE_NBR

              	
                The
                  case number assigned by the court to the bankruptcy
                  filing.

              	 	
                 

              
	
                POST_PETITION_DUE_DATE

              	
                The
                  payment due date once the bankruptcy has been approved by the
                  courts

              	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_DCHRG_DISM_DATE

              	
                The
                  Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                  Discharged
                  and/or a Motion For Relief Was Granted. 

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_APPR_DATE

              	
                The
                  Date The Loss Mitigation Was Approved By The Servicer

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_TYPE

              	
                The
                  Type Of Loss Mitigation Approved For A Loan Such As;

              	 	 
	
                LOSS_MIT_EST_COMP_DATE

              	
                The
                  Date The Loss Mitigation /Plan Is Scheduled To End/Close

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_ACT_COMP_DATE

              	
                The
                  Date The Loss Mitigation Is Actually Completed

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_APPROVED_DATE

              	
                The
                  date DA Admin sends a letter to the servicer with instructions
                  to begin
                  foreclosure proceedings.

              	 	
                MM/DD/YYYY

              
	
                ATTORNEY_REFERRAL_DATE

              	
                Date
                  File Was Referred To Attorney to Pursue Foreclosure

              	 	
                MM/DD/YYYY

              
	
                FIRST_LEGAL_DATE

              	
                Notice
                  of 1st legal filed by an Attorney in a Foreclosure Action

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_EXPECTED_DATE

              	
                The
                  date by which a foreclosure sale is expected to occur.

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_DATE

              	
                The
                  actual date of the foreclosure sale.

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_AMT

              	
                The
                  amount a property sold for at the foreclosure sale.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                EVICTION_START_DATE

              	
                The
                  date the servicer initiates eviction of the borrower.

              	 	
                MM/DD/YYYY

              
	
                EVICTION_COMPLETED_DATE

              	
                The
                  date the court revokes legal possession of the property from the
                  borrower.

              	 	
                MM/DD/YYYY

              
	
                LIST_PRICE

              	
                The
                  price at which an REO property is marketed.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                LIST_DATE

              	
                The
                  date an REO property is listed at a particular price.

              	 	
                MM/DD/YYYY

              
	
                OFFER_AMT

              	
                The
                  dollar value of an offer for an REO property.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                OFFER_DATE_TIME

              	
                The
                  date an offer is received by DA Admin or by the Servicer.

              	 	
                MM/DD/YYYY

              
	
                REO_CLOSING_DATE

              	
                The
                  date the REO sale of the property is scheduled to close.

              	 	
                MM/DD/YYYY

              
	
                REO_ACTUAL_CLOSING_DATE

              	
                Actual
                  Date Of REO Sale

              	 	
                MM/DD/YYYY

              
	
                OCCUPANT_CODE

              	
                Classification
                  of how the property is occupied.

              	 	
                 

              
	
                PROP_CONDITION_CODE

              	
                A
                  code that indicates the condition of the property.

              	 	
                 

              
	
                PROP_INSPECTION_DATE

              	
                The
                  date a property inspection is performed.

              	 	
                MM/DD/YYYY

              
	
                APPRAISAL_DATE

              	
                The
                  date the appraisal was done.

              	 	
                MM/DD/YYYY

              
	
                CURR_PROP_VAL

              	
                 The
                  current "as is" value of the property based on brokers price opinion
                  or
                  appraisal.

              	
                2

              	
                 

              
	
                REPAIRED_PROP_VAL

              	
                The
                  amount the property would be worth if repairs are completed pursuant
                  to a
                  broker's price opinion or appraisal.

              	
                2

              	
                 

              
	
                If
                  applicable:

              	
                 

              	 	
                 

              
	
                DELINQ_STATUS_CODE

              	
                FNMA
                  Code Describing Status of Loan

              	 	 
	
                DELINQ_REASON_CODE

              	
                The
                  circumstances which caused a borrower to stop paying on a loan.
                  Code
                  indicates the reason why the loan is in default for this
                  cycle.

              	 	 
	
                MI_CLAIM_FILED_DATE

              	
                Date
                  Mortgage Insurance Claim Was Filed With Mortgage Insurance
                  Company.

              	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT

              	
                Amount
                  of Mortgage Insurance Claim Filed

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                MI_CLAIM_PAID_DATE

              	
                Date
                  Mortgage Insurance Company Disbursed Claim Payment

              	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT_PAID

              	
                Amount
                  Mortgage Insurance Company Paid On Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_FILED_DATE

              	
                Date
                  Claim Was Filed With Pool Insurance Company

              	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT

              	
                Amount
                  of Claim Filed With Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_PAID_DATE

              	
                Date
                  Claim Was Settled and The Check Was Issued By The Pool
                  Insurer

              	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT_PAID

              	
                Amount
                  Paid On Claim By Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_FILED_DATE

              	
                 Date
                  FHA Part A Claim Was Filed With HUD

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_AMT

              	
                 Amount
                  of FHA Part A Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_PAID_DATE

              	
                 Date
                  HUD Disbursed Part A Claim Payment

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on Part A Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_FILED_DATE

              	
                  Date
                  FHA Part B Claim Was Filed With HUD

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_AMT

              	
                  Amount
                  of FHA Part B Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_PAID_DATE

              	
                   Date
                  HUD Disbursed Part B Claim Payment

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on Part B Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                VA_CLAIM_FILED_DATE

              	
                 Date
                  VA Claim Was Filed With the Veterans Admin

              	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_DATE

              	
                 Date
                  Veterans Admin. Disbursed VA Claim Payment

              	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_AMT

              	
                 Amount
                  Veterans Admin. Paid on VA Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                MOTION_FOR_RELIEF_DATE

              	
                The
                  date the Motion for Relief was filed

              	
                10

              	
                MM/DD/YYYY

              
	
                FRCLSR_BID_AMT

              	
                The
                  foreclosure sale bid amount

              	
                11

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FRCLSR_SALE_TYPE

              	
                The
                  foreclosure sales results: REO, Third Party, Conveyance to
                  HUD/VA

              	
                 

              	
                 

              
	
                REO_PROCEEDS

              	
                The
                  net proceeds from the sale of the REO property. 

              	
                 

              	
                No
                  commas(,) or dollar signs ($)

              
	
                BPO_DATE

              	
                The
                  date the BPO was done.

              	
                 

              	
                 

              
	
                CURRENT_BPO_VAL

              	
                The
                  current "as is" value of th property based on a brokers price
                  opinion.

              	
                 

              	
                 

              
	
                REPAIRED_BPO_PROP_VAL

              	
                The
                  amount the property would be worth if repairs are completed pursuant
                  to a
                  broker's price opinion.

              	
                 

              	
                 

              
	
                CURR_APP_VAL

              	
                 The
                  current "as is" value of the property based on an
                  appraisal.

              	
                11

              	
                No
                  commas(,) or dollar signs ($)

              
	
                CURRENT_FICO

              	
                The
                  current FICO score

              	
                 

              	
                 

              
	
                HAZARD_CLAIM_FILED_DATE

              	
                The
                  date the Hazard Claim was filed with the Hazard Insurance
                  Company.

              	
                10

              	
                MM/DD/YYYY

              
	
                HAZARD_CLAIM_AMT

              	
                The
                  amount of the Hazard Insurance Claim filed.

              	
                11

              	
                No
                  commas(,) or dollar signs ($)

              
	
                HAZARD_CLAIM_PAID_DATE

              	
                The
                  date the Hazard Insurance Company disbursed the claim
                  payment.

              	
                10

              	
                MM/DD/YYYY

              
	
                HAZARD_CLAIM_PAID_AMT

              	
                The
                  amount the Hazard Insurance Company paid on the claim.

              	
                11

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_FILED_DATE

              	
                The
                  date the claim was filed with the Pool Insurance Company.

              	
                10

              	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT

              	
                The
                  amount of the claim filed with the Pool Insurance Company.

              	
                11

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_PAID_DATE

              	
                The
                  date the claim was settled and the check was issued by the Pool
                  Insurer.

              	
                10

              	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT_PAID

              	
                The
                  amount paid on the claim by the Pool Insurance Company.

              	
                11

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FORECLOSURE_FLAG

              	
                Y
                  or N

              	
                 

              	
                Text

              
	
                BANKRUPTCY_FLAG

              	
                Y
                  or N

              	
                 

              	
                Text

              
	
                NOD_DATE

              	
                 

              	
                 

              	
                MM/DD/YYYY

              
	
                MI_CLAIM_DATE

              	
                Date
                  Mortgage Insurance is filed

              	
                 

              	
                MM/DD/YYYY

              
	
                NOI_DATE

              	
                 

              	
                 

              	
                MM/DD/YYYY

              
	
                ACTUAL_PAYMENT_PLAN_START_DATE

              	
                 

              	
                 

              	
                MM/DD/YYYY

              
	
                ACTUAL_PAYMENT_
                  PLAN_END_DATE

              	
                 

              	
                 

              	
                 

              
	
                LIST_DATE

              	
                 

              	
                 

              	
                MM/DD/YYYY

              
	
                VACANCY/OCCUPANCY_STATUS

              	
                The
                  Occupancy status of the defaulted loan's collateral

              	
                 

              	
                Text

              
	
                ACTUAL_REO_START_DATE

              	
                 

              	
                 

              	
                MM/DD/YYYY

              
	
                SALES_PRICE

              	
                 

              	
                 

              	
                Number

              
	
                UPB_LIQUIDATION

              	
                Outstanding
                  Pricipal Balance of the loan upon Liquidation

              	
                 

              	
                Number

              
	
                REALIZED_LOSS/GAIN

              	
                As
                  defined in the Servicing Agreement

              	
                 

              	
                Number

              
	
                LIQUIDATION_PROCEEDS

              	
                 

              	
                 

              	
                Number

              
	
                PREPAYMENT_CHARGES_COLLECTED

              	
                The
                  amount of Prepayment Charges received

              	
                 

              	
                Number

              
	
                PREPAYMENT_CALCULATION

              	
                The
                  formula behind the prepayment charge

              	
                 

              	
                Text

              
	
                PAYOFF_DATE

              	
                The
                  date on which the loan was paid off

              	
                 

              	
                MM/DD/YYYY

              


      

       

      


      


       

      Exhibit
        2: Standard
        File Codes - Delinquency Reporting

       

      


       

      The
        Loss
        Mit Type
        field
        should show the approved Loss Mitigation Code as follows: 

       

      
        	·  	
                ASUM-Approved
                  Assumption

              


      

       

      
        	·  	
                BAP-Borrower
                  Assistance Program

              


      

       

      
        	·  	
                CO-
                  Charge Off

              


      

       

      
        	·  	
                DIL-
                  Deed-in-Lieu

              


      

       

      
        	·  	
                FFA-
                  Formal Forbearance Agreement

              


      

       

      
        	·  	
                MOD-
                  Loan Modification

              


      

       

      
        	·  	
                PRE-
                  Pre-Sale

              


      

       

      
        	·  	
                SS-
                  Short Sale

              


      

       

      
        	·  	
                MISC-Anything
                  else approved by the PMI or Pool
                  Insurer

              


      

       

       

      NOTE:
        Wells
        Fargo Bank will accept alternative Loss Mitigation Types to those above,
        provided that they are consistent with industry standards. If Loss Mitigation
        Types other than those above are used, the Servicer must supply Wells Fargo
        Bank
        with a description of each of the Loss Mitigation Types prior to sending
        the
        file.

      


       

      The
        Occupant
        Code
        field
        should show the current status of the property code as follows:

       

      
        	·  	
                Mortgagor

              


      

       

      
        	·  	
                Tenant

              


      

       

      
        	·  	
                Unknown
                  

              


      

       

      
        	·  	
                Vacant

              


      

      
 

      The
        Property
        Condition
        field
        should show the last reported condition of the property as follows:


       

      
        	·  	
                Damaged

              


      

       

      
        	·  	
                Excellent

              


      

       

      
        	·  	
                Fair

              


      

       

      
        	·  	
                Gone

              


      

       

      
        	·  	
                Good

              


      

       

      
        	·  	
                Poor

              


      

       

      
        	·  	
                Special
                  Hazard

              


      

       

      
        	·  	
                Unknown

              


      

      


       

      The
        FNMA
        Delinquent Reason Code
        field
        should show the Reason for Delinquency as follows: 

      
        


        
          	
                  Delinquency
                    Code

                	
                  Delinquency
                    Description

                
	
                  001

                	
                  FNMA-Death
                    of principal mortgagor

                
	
                  002

                	
                  FNMA-Illness
                    of principal mortgagor

                
	
                  003

                	
                  FNMA-Illness
                    of mortgagor’s family member

                
	
                  004

                	
                  FNMA-Death
                    of mortgagor’s family member

                
	
                  005

                	
                  FNMA-Marital
                    difficulties

                
	
                  006

                	
                  FNMA-Curtailment
                    of income

                
	
                  007

                	
                  FNMA-Excessive
                    Obligation

                
	
                  008

                	
                  FNMA-Abandonment
                    of property

                
	
                  009

                	
                  FNMA-Distant
                    employee transfer

                
	
                  011

                	
                  FNMA-Property
                    problem

                
	
                  012

                	
                  FNMA-Inability
                    to sell property

                
	
                  013

                	
                  FNMA-Inability
                    to rent property

                
	
                  014

                	
                  FNMA-Military
                    Service

                
	
                  015

                	
                  FNMA-Other

                
	
                  016

                	
                  FNMA-Unemployment

                
	
                  017

                	
                  FNMA-Business
                    failure

                
	
                  019

                	
                  FNMA-Casualty
                    loss

                
	
                  022

                	
                  FNMA-Energy
                    environment costs

                
	
                  023

                	
                  FNMA-Servicing
                    problems

                
	
                  026

                	
                  FNMA-Payment
                    adjustment

                
	
                  027

                	
                  FNMA-Payment
                    dispute

                
	
                  029

                	
                  FNMA-Transfer
                    of ownership pending

                
	
                  030

                	
                  FNMA-Fraud

                
	
                  031

                	
                  FNMA-Unable
                    to contact borrower

                
	
                  INC

                	
                  FNMA-Incarceration

                


        

        


         

        The
          FNMA
          Delinquent Status Code
          field
          should show the Status of Default as follows: 

        


        
          	
                  Status
                    Code

                	
                  Status
                    Description

                
	
                  09

                	
                  Forbearance

                
	
                  17

                	
                  Pre-foreclosure
                    Sale Closing Plan Accepted

                
	
                  24

                	
                  Government
                    Seizure

                
	
                  26

                	
                  Refinance

                
	
                  27

                	
                  Assumption

                
	
                  28

                	
                  Modification

                
	
                  29

                	
                  Charge-Off

                
	
                  30

                	
                  Third
                    Party Sale

                
	
                  31

                	
                  Probate

                
	
                  32

                	
                  Military
                    Indulgence

                
	
                  43

                	
                  Foreclosure
                    Started

                
	
                  44

                	
                  Deed-in-Lieu
                    Started

                
	
                  49

                	
                  Assignment
                    Completed

                
	
                  61

                	
                  Second
                    Lien Considerations

                
	
                  62

                	
                  Veteran’s
                    Affairs-No Bid

                
	
                  63

                	
                  Veteran’s
                    Affairs-Refund

                
	
                  64

                	
                  Veteran’s
                    Affairs-Buydown

                
	
                  65

                	
                  Chapter
                    7 Bankruptcy

                
	
                  66

                	
                  Chapter
                    11 Bankruptcy

                
	
                  67

                	
                  Chapter
                    13 Bankruptcy

                


        

         

         

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        X-3

       

      FORM
        OF
        SCHEDULE OF REALIZED LOSSES/GAINS

       

      Exhibit
        : Calculation
        of Realized Loss/Gain Form 332- Instruction Sheet

       

      NOTE:
        Do not net or combine items. Show all expenses individually and all credits
        as
        separate line items. Claim packages are due on the remittance report date.
        Late
        submissions may result in claims not being passed until the following month.
        The
        Servicer is responsible to remit all funds pending loss approval and /or
        resolution of any disputed items. 

      1.  

      2.  The
        numbers on the 332 form correspond with the numbers listed below.

       

      Liquidation
        and Acquisition Expenses:

       

      1.          
         The
        Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
        an
        Amortization Schedule from date of default through liquidation breaking out
        the
        net interest and servicing fees advanced is required.


       

      2.          
         The
        Total
        Interest Due less the aggregate amount of servicing fee that would have been
        earned if all delinquent payments had been made as agreed. For documentation,
        an
        Amortization Schedule from date of default through liquidation breaking out
        the
        net interest and servicing fees advanced is required.

       

      3.         
          Accrued
        Servicing Fees based upon the Scheduled Principal Balance of the Mortgage
        Loan
        as calculated on a monthly basis. For documentation, an Amortization Schedule
        from date of default through liquidation breaking out the net interest and
        servicing fees advanced is required.

       

      4-12.    
         Complete
        as applicable. Required documentation:

       

      *
        For
        taxes and insurance advances - see page 2 of 332 form - breakdown required
        showing period of
        coverage, base tax, interest, penalty. Advances prior to default require
        evidence of servicer efforts to recover advances.

       

      *
        For
        escrow advances - complete payment history (to
        calculate advances from last positive escrow balance forward)

       

      *
        Other
        expenses -  copies of corporate advance history showing all payments


       

      *
        REO
        repairs > $1500 require explanation

       

      *
        REO
        repairs >$3000 require evidence of at least 2 bids.

       

      *
        Short
        Sale or Charge Off require P&L supporting the decision and WFB’s approved
        Officer Certificate 

       

      *
        Unusual
        or extraordinary items may require further documentation. 

       

      13.  The
        total
        of lines 1 through 12.

       

      3.  Credits:
        

       

      14-21.  
         Complete
        as applicable. Required documentation:

       

      *
        Copy of
        the HUD 1 from the REO sale. If a 3rd
        Party
        Sale, bid instructions and Escrow Agent / Attorney Letter
        of
        Proceeds Breakdown.

       

      *
        Copy of
        EOB for any MI or gov't guarantee 

       

      *
        All
        other credits need to be clearly defined on the 332
        form            

       

      
        	 	
                22.

              	
                The
                  total of lines 14 through 21.

              


      

       

      Please
        Note: For
        HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
        Part
        B/Supplemental proceeds.

       

      Total
        Realized Loss (or Amount of Any Gain)

       

      23.        
         The
        total
        derived from subtracting line 22 from 13. If the amount represents a realized
        gain, show
        the
        amount in parenthesis ( ). 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        3A: Calculation
        of Realized Loss/Gain Form 332

       

      
        Prepared
          by: __________________   Date:
          _____________________

        Phone:
          ______________________           
Email Address:_____________________


         

        
          	
                   
                    Servicer Loan No.

                	 	
                   
                    Servicer Name

                	 	
                   
                    Servicer Address 

                   

                


        

         

        WELLS
          FARGO BANK, N.A. Loan No._________________________________________

         

        Borrower's
          Name: _________________________________________________________

        Property
          Address: _________________________________________________________

         

        Liquidation
          Type: REO Sale  
          3rd
          Party Sale  
Short
          Sale 
Charge
          Off 

         

        Was
          this loan granted a Bankruptcy deficiency or cramdown  Yes                            
          No

        If
“Yes”,
          provide deficiency or cramdown amount
          ________________________________________

         

        Liquidation
          and Acquisition Expenses:

        

          
            	
                    (1)

                  	
                    Actual
                      Unpaid Principal Balance of Mortgage Loan

                  	
                    $
                      _______________

                  	
                    (1)

                  
	
                    (2)

                  	
                    Interest
                      accrued at Net Rate

                  	
                    ________________

                  	
                    (2)

                  
	
                    (3)

                  	
                    Accrued
                      Servicing Fees

                  	
                    ________________

                  	
                    (3)

                  
	
                    (4)

                  	
                    Attorney's
                      Fees

                  	
                    ________________

                  	
                    (4)

                  
	
                    (5)

                  	
                    Taxes
                      (see page 2)

                  	
                    ________________

                  	
                    (5)

                  
	
                    (6)

                  	
                    Property
                      Maintenance

                  	
                    ________________

                  	
                    (6)

                  
	
                    (7)

                  	
                    MI/Hazard
                      Insurance Premiums (see page 2)

                  	
                    ________________

                  	
                    (7)

                  
	
                    (8)

                  	
                    Utility
                      Expenses

                  	
                    ________________

                  	
                    (8)

                  
	
                    (9)

                  	
                    Appraisal/BPO

                  	
                    ________________

                  	
                    (9)

                  
	
                    (10)

                  	
                    Property
                      Inspections

                  	
                    ________________

                  	
                    (10)

                  
	
                    (11)

                  	
                    FC
                      Costs/Other Legal Expenses

                  	
                    ________________

                  	
                    (11)

                  
	
                    (12)

                  	
                    Other
                      (itemize)

                  	
                    $________________

                  	
                    (12)

                  
	
                    Cash
                      for Keys__________________________

                  	 	
                    ________________

                  	 
	
                    HOA/Condo
                      Fees_______________________

                  	 	
                    ________________

                  	 
	
                    ______________________________________

                  	 	
                    ________________

                  	 
	
                    ______________________________________

                  	 	
                    ________________

                  	 
	
                    Total
                      Expenses

                  	 	
                    $
                      _______________

                  	
                    (13)

                  
	
                    Credits:

                  	 	 	 
	
                    (14)

                  	
                    Escrow
                      Balance

                  	
                    $
                      _______________

                  	
                    (14)

                  
	
                    (15)

                  	
                    HIP
                      Refund

                  	
                    ________________

                  	
                    (15)

                  
	
                    (16)

                  	
                    Rental
                      Receipts

                  	
                    ________________

                  	
                    (16)

                  
	
                    (17)

                  	
                    Hazard
                      Loss Proceeds

                  	
                    ________________

                  	
                    (17)

                  
	
                    (18)

                  	
                    Primary
                      Mortgage Insurance / Gov’t Insurance

                  	
                    ________________

                  	
                    (18a)

                  
	 	
                    HUD
                      Part A

                  	 	 
	 	
                    HUD
                      Part B

                  	
                    ________________

                  	
                    (18b)

                  
	
                    (19)

                  	
                    Pool
                      Insurance Proceeds

                  	
                    ________________

                  	
                    (19)

                  
	
                    (20)

                  	
                    Proceeds
                      from Sale of Acquired Property

                  	
                    ________________

                  	
                    (20)

                  
	
                    (21)

                  	
                    Other
                      (itemize)

                  	
                    ________________

                  	
                    (21)

                  
	
                    _________________________________________

                  	 	
                    _________________

                  	 
	
                    _________________________________________

                  	
                     

                  	
                    _________________

                  	 
	
                    Total
                      Credits

                  	
                     $________________

                  	
                     

                  	
                    (22)

                  
	
                    Total
                      Realized Loss (or Amount of Gain)

                  	
                     $________________

                  	
                     

                  	
                    (23)

                  




        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Escrow
        Disbursement Detail

      


      


      
        	
                Type

                (Tax
                  /Ins.)

              	
                Date
                  Paid

              	
                Period
                  of Coverage

              	
                Total
                  Paid

              	
                Base
                  Amount

              	
                Penalties

              	
                Interest

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        Y

       

      INTEREST
        RATE SWAP AGREEMENT

       

      


      DATE:        
            November
        9, 2006    

      


      TO:                                                     
         HSBC
        Bank USA, National Association, not in its individual capacity but solely
        as
        Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
        Trust
        with respect to the Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
        Series 2006-AF1, Asset-Backed Certificates, Series 2006-AF1  

      ATTENTION:                                    
         HSBC
        BANK USA NA

      452
        Fifth Ave.

      New
        York, NY 10018

      FACSIMILE:                                      
         212-525-1300

       

      FROM:                    
           Swiss
        Re Financial Products Corporation

      TELEPHONE:                      
          (212)
        407 7322

      FACSIMILE:         
            (917)
        322 7201

      SUBJECT:                                         
         Fixed
        Income Derivatives Confirmation 

      


      REFERENCE
        NUMBER:                 
 1133214

      


      The
        purpose of this long-form confirmation (“Confirmation”)
        is to
        confirm the terms and conditions of the current Transaction entered into
        on the
        Trade Date specified below (the “Transaction”)
        between
Swiss
        Re
        Financial Products Corporation
        (“Party
        A”) and
        HSBC
        Bank USA, National Association, not individually, but solely as trustee (the
        “Supplemental Interest Trust Trustee”) on behalf of the supplemental interest
        trust with respect to the Nomura Home Equity Loan, Inc., Home Equity Loan
        Trust,
        Series 2006-AF1, Asset-Backed Certificates, Series 2006-AF1 (the
        “Supplemental Interest Trust”) (“Party
        B”)
        created
        under the Pooling and Servicing Agreement, dated as of October 1, 2006, among
        GMAC Mortgage, LLC, as servicer, Nomura Credit & Capital, Inc., as sponsor,
        Nomura Home Equity Loan, Inc., as depositor, Wells Fargo Bank, N.A., as master
        servicer, Wells Fargo Bank, N.A., as securities administrator and HSBC Bank
        USA,
        National Association, as trustee (the
        “Pooling
        and Servicing Agreement”).
        This
        Confirmation evidences a complete and binding agreement between you and us
        to
        enter into the Transaction on the terms set forth below and replaces any
        previous agreement between us with respect to the subject matter hereof.
        This
        Confirmation constitutes a “Confirmation”
        and also
        constitutes a “Schedule”
        as
        referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
        Annex to the Schedule. 

      


      
        	1.  	
                This
                  Confirmation shall supplement, form a part of, and be subject to
                  an
                  agreement in the form of the ISDA Master Agreement (Multicurrency
                  - Cross
                  Border) as published and copyrighted in 1992 by the International
                  Swaps
                  and Derivatives Association, Inc. (the “ISDA
                  Master Agreement”),
                  as if Party A and Party B had executed an agreement in such form
                  on the
                  date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
                  and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                  Subject
                  to New York Law Only version) as published and copyrighted in 1994
                  by the
                  International Swaps and Derivatives Association, Inc., with Paragraph
                  13
                  thereof as set forth in Annex A hereto (the “Credit
                  Support Annex”).
                  For the avoidance of doubt, the Transaction described herein shall
                  be the
                  sole Transaction governed by such ISDA Master Agreement. In the
                  event of
                  any inconsistency among any of the following documents, the relevant
                  document first listed shall govern: (i) this Confirmation, exclusive
                  of
                  the provisions set forth in Item 3 hereof and Annex A hereto; (ii)
                  the
                  provisions set forth in Item 3 hereof, which are incorporated by
                  reference
                  into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                  and (v) the ISDA Master Agreement.

              


      

      


      Each
        reference herein to a “Section” (unless specifically referencing the Pooling and
        Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
        a reference to a Section of the ISDA Master Agreement; each herein reference
        to
        a “Part” will be construed as a reference to the provisions herein deemed
        incorporated in a Schedule to the ISDA Master Agreement; each reference herein
        to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
        Support Annex.

      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        	
                2.

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

              


      

      


      Type
        of
        Transaction:             
   Interest
        Rate Swap

      


      Notional
        Amount:                                             
 With
        respect to any Calculation Period, the amount set forth for such period on
        Schedule I attached hereto.

      


      Trade
        Date:                                           
  November
        3, 2006

      


      Effective
        Date:                                     
  September
        25, 2007

      


      Termination
        Date:
                                            
 October
        25, 2011, subject to adjustment in accordance with the Business Day Convention;
        provided, however, that for the purpose of determining the final Fixed Rate
        Payer Period End Date, Termination Date shall be subject to No
        Adjustment.

      


      Fixed
        Amounts:

      


      Fixed
        Rate
        Payer:                 
  Party
        B

      


      Fixed
        Rate Payer

      Period
        End
        Dates:                              
 The
        25th
        calendar
        day of each month during the Term of this Transaction, commencing October
        25,
        2007, and ending on the Termination Date, with No Adjustment.

      


      Fixed
        Rate Payer

      Payment
        Dates:                                 
 Early
        Payment shall be applicable. The Fixed Rate Payer Payment Date shall be one
        Business Day preceding each Fixed Rate Payer Period End Date.

      


      Fixed
        Rate:                            
  5.15%

      


      Fixed
        Rate Day 

      Count
        Fraction:                    
  30/360

      


      Floating
        Amounts: 

      


      Floating
        Rate
        Payer:            
  Party
        A

      


      Floating
        Rate Payer

      Period
        End
        Dates:                           
 The
        25th
        calendar
        day of each month during the Term of this Transaction, commencing October
        25,
        2007, and ending on the Termination Date, subject to adjustment in accordance
        with the Business Day Convention.

      


      Floating
        Rate Payer 

      Payment
        Dates:                                  
 Early
        Payment shall be applicable. The Floating Rate Payer Payment Date shall be
        one
        Business Day preceding each Floating Rate Payer Period End Date.

      


      Floating
        Rate
        Option:                       
 USD-LIBOR-BBA

      


      Floating
        Rate Day 

      Count
        Fraction:                    
  Actual/360

      


      Reset
        Dates:                         
  The
        first
        day of each Calculation Period.

      


      Compounding:                     
          Inapplicable

      


      Business
        Days:                    
  New
        York

      


      Business
        Day Convention:   Following

      


      Calculation
        Agent:              
  Party
        A

      


      Additional
        Payment:                         
 For
        value, on November 9, 2006, Party A shall pay Party B an upfront payment
        in the
        sum of USD 225,000.00.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        	
                3.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the ISDA Master
                  Agreement:

              


      

      


      
        	
                Part
                  1.

              	
                Termination
                  Provisions.

              


      

      


      For
        the
        purposes of this Agreement:-

      


      (a) “Specified
        Entity”
        will not
        apply to Party A or Party B for any purpose. 

      


      
        
          (b) 
            “Specified
            Transaction”
            will not
            apply to Party A or Party B for any purpose.

        

      

      


      
        
          (c) 
            Events
            of Default.

        

      

      


      The
        statement below that an Event of Default will apply to a specific party means
        that upon the occurrence of such an Event of Default with respect to such
        party,
        the other party shall have the rights of a Non-defaulting Party under Section
        6
        of this Agreement; conversely, the statement below that such event will not
        apply to a specific party means that the other party shall not have such
        rights.

      


      
        	(i)  	
                The
                  “Failure
                  to Pay or Deliver”
                  provisions of Section 5(a)(i) will apply to Party A and will apply
                  to
                  Party B; provided, however, that Section 5(a)(i) is hereby amended
                  by
                  replacing the word “third” with the word “first”; provided, further, that
                  notwithstanding anything to the contrary in Section 5(a)(i), any
                  failure
                  by Party A to comply with or perform any obligation to be complied
                  with or
                  performed by Party A under the Credit Support Annex shall not constitute
                  an Event of Default under Section 5(a)(i) unless (A) a Required
                  Ratings
                  Downgrade Event has occurred and been continuing for 30 or more
                  Local
                  Business Days and (B) such failure is not remedied on or before
                  the third
                  Local Business Day after notice of such failure is given to Party
                  A.

              


      

      


      
        	(ii)  	
                The
                  “Breach
                  of Agreement”
                  provisions of Section 5(a)(ii) will apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      
        	(iii)  	
                The
                  “Credit
                  Support Default”
                  provisions of Section 5(a)(iii) will apply to Party A and will
                  not apply
                  to Party B except that Section 5(a)(iii)(1) will apply to Party
                  B solely
                  in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                  Support Annex; provided, however, that notwithstanding anything
                  to the
                  contrary in Section 5(a)(iii)(1), any failure by Party A to comply
                  with or
                  perform any obligation to be complied with or performed by Party
                  A under
                  the Credit Support Annex shall not constitute an Event of Default
                  under
                  Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
                  has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  such failure is not remedied on or before the third Local Business
                  Day
                  after notice of such failure is given to Party
                  A.

              


      

      


      
        	(iv)  	
                The
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) will apply to Party A and will not
                  apply to
                  Party B. 

              


      

      


      
        	(v)  	
                The
                  “Default
                  under Specified Transaction”
                  provisions of Section 5(a)(v) will apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      
        	(vi)  	
                The
                  “Cross
                  Default”
                  provisions of Section 5(a)(vi) will apply to Party A and will not
                  apply to
                  Party B. For purposes of Section 5(a)(vi), solely with respect
                  to Party
                  A:

              


      

      


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

      


      “Threshold
        Amount” means with respect to Party A an amount equal to three percent (3%) of
        the Shareholders’ Equity of Party A or, if applicable, the Eligible Guarantor.


      


      “Shareholders’
        Equity” means with respect to an entity, at any time, the sum (as shown in the
        most recent annual audited financial statements of such entity) of (i) its
        capital stock (including preferred stock) outstanding, taken at par value,
        (ii)
        its capital surplus and (iii) its retained earnings, minus (iv) treasury
        stock,
        each to be determined in accordance with generally accepted accounting
        principles.

      


      
        	(vii)  	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii) will apply to Party A and will
                  apply to
                  Party B except that the provisions of Section 5(a)(vii)(2), (6)
                  (to the
                  extent that such provisions refer to any appointment contemplated
                  or
                  effected by the Pooling and Servicing Agreement or any appointment
                  to
                  which Party B has not become subject), (7) and (9) will not apply
                  to Party
                  B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                  is
                  hereby amended by adding after the words “against it” the words
                  “(excluding any proceeding or petition instituted or presented by
                  Party A
                  or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                  deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                  (4) as amended, (5), (6) as amended, or
                  (7)”.

              


      

      


      
        	(viii)  	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  apply to
                  Party B.

              


      

      


      (d) Termination
        Events.

      


      The
        statement below that a Termination Event will apply to a specific party means
        that upon the occurrence of such a Termination Event, if such specific party
        is
        the Affected Party with respect to a Tax Event, the Burdened Party with respect
        to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
        with respect to a Credit Event Upon Merger, as the case may be, such specific
        party shall have the right to designate an Early Termination Date in accordance
        with Section 6 of this Agreement; conversely, the statement below that such
        an
        event will not apply to a specific party means that such party shall not
        have
        such right; provided, however, with respect to “Illegality” the statement that
        such event will apply to a specific party means that upon the occurrence
        of such
        a Termination Event with respect to such party, either party shall have the
        right to designate an Early Termination Date in accordance with Section 6
        of
        this Agreement.

      


      (i)         
         The
        “Illegality”
        provisions of Section 5(b)(i) will apply to Party A and will apply to Party
        B.

      


      
        	 	
                (ii)

              	
                The
                  “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party A except that,
                  for
                  purposes of the application of Section 5(b)(ii) to Party A, Section
                  5(b)(ii) is hereby amended by deleting 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)”, and the “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party B.
                  

              


      

      


      
        	 	
                (iii)

              	
                The
                  “Tax
                  Event Upon Merger”
                  provisions of Section 5(b)(iii) will apply to Party A and will
                  apply to
                  Party B, 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.

              


      

      


      
        	 	
                (iv)

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

              


      

      


      
        	
                (e)

              	
                The
                  “Automatic
                  Early Termination”
                  provision of Section 6(a) will not apply to Party A and will not
                  apply to
                  Party B.

              


      

      


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

      


      
        	(i)  	
                Market
                  Quotation will apply, provided, however, that, in the event of
                  a
                  Derivative Provider Trigger Event, the following provisions will
                  apply:

              


      

      


      
        	 	
                (A)
                  

              	
                The
                  definition of Market Quotation in Section 14 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 Replacement
        Transaction, and (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.
        The
        party making the determination (or its agent) will request each Reference
        Market-maker to provide its quotation to the extent reasonably practicable
        as of
        the same day and time (without regard to different time zones) on or as soon
        as
        reasonably practicable after the relevant Early Termination Date. The day
        and
        time as of which those quotations are to be obtained will be selected in
        good
        faith by the party obliged to make a determination under Section 6(e), and,
        if
        each party is so obliged, after consultation with the other.  

      


      
        	 	
                (B)

              	
                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: 

      


      
        	 	
                (a)

              	
                If
                  a Market Quotation for the relevant Terminated Transaction or group
                  of
                  Terminated Transactions is accepted by Party B so as to become
                  legally
                  binding on or before 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 one Local Business Day prior to the Early Termination Date
                  (such day,
                  the “Latest Settlement Amount Determination Day”), the Termination
                  Currency Equivalent of the amount (whether positive or negative)
                  of such
                  Market Quotation; 

              


      

      


      
        	 	
                (b)

              	
                If,
                  on 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 from
                  Approved Replacements 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 of such Market
                  Quotations shall be the lowest Market Quotation of
                  such Market Quotations
                  expressed as a positive number or, if any of such Market Quotations
                  is
                  expressed as a negative number, the Market Quotation expressed
                  as a
                  negative number with the largest absolute value);
                  or

              


      

      


      
        	 	
                (c)

              	
                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
                  Quotation from an Approved Replacement remains 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.

              


      

      


      
        	 	
                (C)

              	
                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.

              


      

      


      
        	 	
                (D)

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

              


      

      


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

       

      
        	 	
                (E)

              	
                At
                  any time on or before the Latest Settlement Amount Determination
                  Day at
                  which two or more Market Quotations from Approved Replacements
                  remain
                  capable of becoming legally binding upon acceptance, Party B shall
                  be
                  entitled to accept only the lowest of such Market Quotations (for
                  the
                  avoidance of doubt, the lowest of such Market Quotations shall
                  be the
                  lowest Market Quotation of such Market Quotations expressed as
                  a positive
                  number or, if any of such Market Quotations is expressed as a negative
                  number, the Market Quotation expressed as a negative number with
                  the
                  largest absolute value).

              


      

      


      
        	(ii)  	
                The
                  Second Method will apply.

              


      

      


      (g) “Termination
        Currency”
        means
        USD.

      


      (h)
         Additional
        Termination Events.
        Additional Termination Events will apply as provided in Part 5(c). 

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Part
        2.  Tax
        Matters.

      


      (a) Tax
        Representations. 

      


      
        	 	
                (i)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e) of this Agreement:
                  

              


      

       

      (A) Party
        A
        makes the following representation(s):

      


      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental 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: the accuracy of any representations made by the other party
        pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the
        agreement contained 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 Agreement; 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.

      
        	 	 	 


      

      (B) Party
        B
        makes the following representation(s):

      


      None.

      


      (ii)
         Payee
        Representations.
        For the
        purpose of Section 3(f) of this Agreement: 

       

      (A) Party
        A
        makes the following representation(s):

      


      SRFP
        represents that it is a corporation organized under the laws of the State
        of
        Delaware. 

       

      (B) Party
        B
        makes the following representation(s):

      


      None. 

      


      
        	
                (b)

              	
                Tax
                  Provisions.

              


      

      


      
        	 	
                (i)

              	
                Gross
                  Up.
                  Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                  2(d)(ii)
                  shall not apply to Party B as Y, in each case such that Party B shall not
                  be required to pay any additional amounts referred to
                  therein.

              


      

      


      
        	 	
                (ii)

              	
                Indemnifiable
                  Tax.
                  The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                  entirety and replaced with the
                  following:

              


      

      


      “Indemnifiable
        Tax”
        means,
        in relation to payments by Party A, any Tax and, in relation to payments
        by
        Party B, no Tax. 

      


       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Part
        3.  Agreement
        to Deliver Documents.  

      


      (a) For
        the
        purpose of Section 4(a)(i), tax forms, documents, or certificates to be
        delivered are:

      


      
        	
                 

                Party
                  required to deliver document

                 

              	
                 

                Form/Document/

                Certificate

                 

              	
                 

                Date
                  by which to

                be
                  delivered

                 

              
	
                 

                Party
                  A

                 

              	
                 

                A
                  correct, complete and duly executed U.S. Internal Revenue Service
                  Form W-9
                  or other applicable form (or successor thereto), together with
                  appropriate
                  attachments, that eliminates U.S. federal withholding and backup
                  withholding Tax on payments to Party A under this Agreement.

                 

              	
                 

                (i)
                  Before the first scheduled payment; (ii) promptly upon reasonable
                  demand
                  by Party B; and (iii) promptly upon learning that any Form W-9
                  or other
                  applicable form (or any successor thereto) previously provided
                  by Party A
                  has become obsolete or incorrect.

                 

              
	
                 

                Party
                  B

                 

              	
                 

                Party
                  B will deliver at closing a correct, complete and duly executed
                  U.S.
                  Internal Revenue Service Form W-9 or other applicable form (or
                  successor
                  thereto), together with appropriate attachments, that eliminates
                  U.S.
                  federal withholding and backup withholding Tax on payments to Party
                  B
                  under this Agreement, and may deliver other tax forms relating
                  to the
                  beneficial owner of payments to Party B under this Agreement from
                  time to
                  time.

                 

              	
                 

                (i)
                  Before the first scheduled payment; (ii) promptly upon reasonable
                  demand
                  by Party B; and (iii) promptly upon learning that any Form W-9
                  or other
                  applicable form (or any successor thereto) previously provided
                  by Party A
                  has become obsolete or incorrect.

                 

              


      

      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      (b) For
        the
        purpose of Section 4(a)(ii), 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 and

                 

                Party
                  B

                 

              	
                 

                Any
                  documents required by the receiving party to evidence the authority
                  of the
                  delivering party or its Credit Support Provider, if any, for it
                  to execute
                  and deliver the Agreement, this Confirmation, and any Credit Support
                  Documents to which it is a party, and to evidence the authority
                  of the
                  delivering party or its Credit Support Provider to perform its
                  obligations
                  under the Agreement, this Confirmation and any Credit Support Document,
                  as
                  the case may be

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement

                 

              	
                 

                Yes

                 

              
	
                 

                Party
                  A and

                 

                Party
                  B

                 

              	
                 

                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing the
                  Agreement, this Confirmation, and any relevant Credit Support Document,
                  as
                  the case may be

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement

                 

              	
                 

                Yes

                 

              
	
                 

                Party
                  A

                 

              	
                 

                Annual
                  Report of Party A containing consolidated financial statements
                  certified
                  by independent certified public accountants and prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

                 

              	
                 

                Promptly
                  upon becoming publicly available

                 

              	
                 

                Yes

                 

              
	
                 

                Party
                  A

                 

              	
                 

                Quarterly
                  Financial Statements of Party A containing unaudited, consolidated
                  financial statements of Party A’s fiscal quarter prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

                 

              	
                 

                Promptly
                  upon becoming publicly available

                 

              	
                 

                Yes

                 

              
	
                 

                Party
                  A

                 

              	
                 

                An
                  opinion of counsel to Party A in form acceptable to Party B

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement

                 

              	
                 

                No

                 

              
	
                 

                Party
                  A

                 

              	
                 

                A
                  guarantee of Swiss Reinsurance Company substantially in the form
                  of
                  Exhibit A to this Confirmation

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement

                 

              	
                 

                No

                 

              
	
                 

                Party
                  A

                 

              	
                 

                An
                  opinion of counsel to Party A’s Guarantor substantially in the form of
                  Exhibit B to this Confirmation 

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement

                 

              	
                 

                No

                 

              


      

      


      Part
        4. Miscellaneous. 

      


      
        	
                (a)

              	
                Address
                  for Notices:
                  For the purposes of Section 12(a) of this
                  Agreement:

              


      

      


      Address
        for notices or communications to Party A:

      


      Address:              
         Swiss Re Financial Products Corporation

      55
        East
        52nd Street

      New
        York,
        New York 10055

      Attention:
        Head of Operations

      Facsimile
        No. (917) 322-7201

      


      (For
        all
        purposes)

      


      With
        a
        copy to:    Swiss Re Financial Products Corporation

         55
        East
        52nd Street

      New
        York,
        New York 10055

      Attention:
        Legal Department

      Facsimile
        No.: (212) 317-5474

      


      


      Address
        for notices or communications to Party B:

      


      Address:  HSBC
        BANK
        USA NA

      452
        Fifth
        Ave.

      New
        York,
        NY 10018

      Fax:
        212-525-1300

      


      With
        a
        copy to:

      


      Address: 
           Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        MD 21045

      Attention:            
           Client
        Manager, NHEL 2006-AF1

      Fax:           
           (410)
        715-2380

      


      (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; neither
                  Party A nor Party B has any Offices other than as set forth in
                  the Notices
                  Section.

              


      

      


      
        	
                (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, that if an
                  Event of
                  Default shall have occurred with respect to Party A, Party B shall
                  have
                  the right to appoint as Calculation Agent a third party, reasonably
                  acceptable to Party A, the cost for which shall be borne by Party
                  A.

              


      

      


      (f) Credit
        Support Document. 

       

      
        	 	
                Party
                  A:

              	
                The
                  Credit Support Annex, and any guarantee in support of Party A’s
                  obligations under this Agreement.

              


      

      


      Party
        B:               
 The
        Credit Support Annex, solely in respect of Party B’s obligations under Paragraph
        3(b) of the Credit Support Annex.

      


      
        	
                (g)

              	
                Credit
                  Support Provider.

              


      

      


      Party
        A: The
        guarantor under any guarantee in support of Party A’s obligations under this
        Agreement.

      


      Party
        B: None.

      


      
        	
                (h)

              	
                Governing
                  Law.
                  The parties to this Agreement hereby agree that the law of the
                  State of
                  New York shall govern their rights and duties in whole, without
                  regard to
                  the conflict of law provisions thereof other than New York General
                  Obligations Law Sections 5-1401 and 5-1402.


              


      

      


      
        	
                (i)

              	
                Netting
                  of Payments.
                  The parties agree that subparagraph (ii) of Section 2(c) will apply
                  to
                  each Transaction hereunder. 

              


      

      


      
        	
                (j)

              	
                Affiliate.“Affiliate”
                  shall have the meaning assigned thereto in Section 14; provided,
                  however,
                  that Party B shall be deemed to have no Affiliates for purposes
                  of this
                  Agreement, including for purposes of Section
                  6(b)(ii).

              


      

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Part
        5.  Others
        Provisions.

      


      
        	
                (a)

              	
                Definitions.
                  Unless
                  otherwise specified in a Confirmation, this Agreement and each
                  Transaction
                  under this Agreement are subject to the 2000 ISDA Definitions as
                  published
                  and copyrighted in 2000 by the International Swaps and Derivatives
                  Association, Inc. (the “Definitions”),
                  and will be governed in all relevant respects by the provisions
                  set forth
                  in the Definitions, without regard to any amendment to the Definitions
                  subsequent to the date hereof. The provisions of the Definitions
                  are
                  hereby incorporated by reference in and shall be deemed a part
                  of this
                  Agreement, except that (i) references in the Definitions to a “Swap
                  Transaction” shall be deemed references to a “Transaction” for purposes of
                  this Agreement, and (ii) references to a “Transaction” in this Agreement
                  shall be deemed references to a “Swap Transaction” for purposes of the
                  Definitions. Each term capitalized but not defined in this Agreement
                  shall
                  have the meaning assigned thereto in the Pooling and Servicing
                  Agreement.

              


      

       

      (b) Amendments
        to ISDA Master Agreement.

      


      
        	 	
                (i)

              	
                Single
                  Agreement.
                  Section 1(c) is hereby amended by the adding the words “including, for the
                  avoidance of doubt, the Credit Support Annex” after the words “Master
                  Agreement”. 

              


      

      


      
        	 	
                (ii)

              	
                [Reserved] 

              


      

      


      
        	 	
                (iii)

              	
                Change
                  of Account.
                  Section 2(b) is hereby amended by the addition of the following
                  after the
                  word “delivery” in the first line
                  thereof:

              


      

       

      “to
        another account in the same legal and tax jurisdiction as the original
        account”.

      


      
        	 	
                (iv)

              	
                Representations.
                  Section 3 is hereby amended by adding at the end thereof the following
                  subsection (g): 

              


      

      


      
        	 	
                “(g)

              	
                Relationship
                  Between Parties. 

              


      

      


      
        	 	
                (1)

              	
                Nonreliance.
                  (i) It is not relying on any statement or representation of the
                  other
                  party regarding the Transaction (whether written or oral), other
                  than the
                  representations expressly made in this Agreement or the Confirmation
                  in
                  respect of that Transaction and (ii) it has consulted with its
                  own legal,
                  regulatory, tax, business, investment, financial and accounting
                  advisors
                  to the extent it has deemed necessary, and it has made its own
                  investment,
                  hedging and trading decisions based upon its own judgment and upon
                  any
                  advice from such advisors as it has deemed necessary and not upon
                  any view
                  expressed by the other party.

              


      

       

      
        	 	
                (2)

              	
                Evaluation
                  and Understanding. (i) It has the capacity to evaluate (internally
                  or
                  through independent professional advice) the Transaction and has
                  made its
                  own decision subject to Section 6(n) of this Agreement to enter
                  into the
                  Transaction and (ii) It understands the terms, conditions and risks
                  of the
                  Transaction and is willing and able to accept those terms and conditions
                  and to assume those risks, financially and otherwise.
                  

              


      

      


      
        	 	
                (3)

              	
                Purpose.
                  It is entering into the Transaction for the purposes of managing
                  its
                  borrowings or investments, hedging its underlying assets or liabilities
                  or
                  in connection with a line of business.


              


      

      


      
        	 	
                (4)

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


              


      

      


      
        	 	
                (5)

              	
                Eligible
                  Contract Participant. It is an “eligible swap participant” as such term is
                  defined in, Section 35.1(b)(2) of the regulations (17 C.F.R. 35)
                  promulgated under, and an “eligible contract participant” as defined in
                  Section 1(a)(12) of the Commodity Exchange Act, as
                  amended.”

              


      

      


      
        	 	
                (v)

              	
                Transfer
                  to Avoid Termination Event.
                  Section 6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax
                  Event Upon Merger occurs and the Burdened Party is the Affected
                  Party,”
                  and (ii) by deleting the words “to transfer” and inserting the words “to
                  effect a Permitted Transfer” in lieu
                  thereof.

              


      

      


      
        	 	
                (vi)

              	
                Jurisdiction.
                  Section
                  13(b) is hereby amended by: (i) deleting in the second line of
                  subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                  end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                  deleting the final paragraph
                  thereof.

              


      

      


      
        	 	
                (vii)

              	
                Local
                  Business Day.
                  The definition of Local Business Day in Section 14 is hereby amended
                  by
                  the addition of the words “or any Credit Support Document” after “Section
                  2(a)(i)” and the addition of the words “or Credit Support Document” after
                  “Confirmation”. 

              


      

      


      
        	
                (c)

              	
                Additional
                  Termination Events.
                  The following Additional Termination Events will
                  apply:

              


      

      


      
        	(i)        
                  	
                First
                  Rating Trigger Collateral.
                  If
                  (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  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,
                  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. 

              


      

      


      
        	(ii)        
                  	
                Second
                  Rating Trigger Replacement.
                  If
                  (A) a Required Ratings Downgrade Event has occurred and been continuing
                  for 30 or more Local Business Days and (B) (i) at least one Eligible
                  Replacement has made a Firm Offer to be the transferee of all of
                  Party A’s
                  rights and obligations under this Agreement (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Replacement
                  upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                  has made
                  a Firm Offer to provide an Eligible Guarantee (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Guarantor
                  immediately upon acceptance by the offeree), 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. 

              


      

      


      
        	 	
                (iii)

              	
                Amendment
                  of Pooling and Servicing Agreement.
                  If, without the prior written consent of Party A where such consent
                  is
                  required under the Pooling and Servicing Agreement (such consent
                  not to be
                  unreasonably withheld), an amendment is made to the Pooling and
                  Servicing
                  Agreement which amendment could reasonably be expected to have
                  a material
                  adverse effect on the interests of Party A (excluding, for the
                  avoidance
                  of doubt, any amendment to the Pooling and Servicing Agreement
                  that is
                  entered into solely for the purpose of appointing a successor servicer,
                  master servicer, securities administrator, trustee or other service
                  provider) under this Agreement, an Additional Termination Event
                  shall have
                  occurred with respect to Party B and Party B shall be the sole
                  Affected
                  Party with respect to such Additional Termination Event.
                  

              


      

      


      
        	 	
                (iv)

              	
                Provision
                  of Information Required by Regulation AB. Party
                  A shall fail to comply with the provisions of Part 5(e) upon the
                  occurrence of a Swap Disclosure Event. For all purposes of this
                  Agreement,
                  Party A shall be the sole Affected Party with respect to such Additional
                  Termination Event.

              


      

      


      
        	 	
                (v)

              	
                Optional
                  Termination of Securitization.
                  An
                  Additional Termination Event shall occur upon the notice to
                  Certificateholders of an Optional Termination becoming unrescindable
                  in
                  accordance with Article X of the Pooling and Servicing Agreement
                  (such
                  notice, the “Optional
                  Termination Notice”).
                  With respect to such Additional Termination Event: (A) Party B
                  shall be
                  the sole Affected Party; (B) notwithstanding anything to the contrary
                  in
                  Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date
                  specified
                  in the Optional Termination Notice is hereby designated as the
                  Early
                  Termination Date for this Additional Termination Event in respect
                  of all
                  Affected Transactions; (C) Section 2(a)(iii)(2) shall not be applicable
                  to
                  any Affected Transaction in
                  connection with the Early Termination Date resulting from this
                  Additional
                  Termination Event; notwithstanding anything to the contrary in
                  Section
                  6(c)(ii), payments and deliveries under Section 2(a)(i) or Section
                  2(e) in
                  respect of the Terminated Transactions resulting from this Additional
                  Termination Event will be required to be made through and including
                  the
                  Early Termination Date designated
                  as a result of this Additional Termination Event; provided, for
                  the
                  avoidance of doubt, that any such payments or deliveries that are
                  made on
                  or prior to such Early Termination Date will not be treated as
                  Unpaid
                  Amounts in determining the amount payable in respect of such Early
                  Termination Date; (D) notwithstanding anything to the contrary
                  in Section
                  6(d)(i), (I) if, no later than 4:00 pm New York City time on the
                  day that
                  is four Business Days prior to the final Distribution Date specified
                  in
                  the Optional Termination Notice, the Securities Administrator requests
                  the
                  amount of the Estimated Swap Termination Payment, Party A shall
                  provide to
                  the Securities Administrator in writing (which may be done in electronic
                  format) the amount of the Estimated Swap Termination Payment no
                  later than
                  2:00 pm New York City time on the following Business Day and (II)
                  if the
                  Securities Administrator provides written notice (which may be
                  done in
                  electronic format) to Party A no later than two Business Days prior
                  to the
                  final Distribution Date specified in the Optional Termination Notice
                  that
                  all requirements of the Optional Termination have been met, then
                  Party A
                  shall, no later than one Business Day prior to the final Distribution
                  Date
                  specified in the Optional Termination Notice, make the calculations
                  contemplated by Section 6(e) of the ISDA Master Agreement (as amended
                  herein) and provide to the Securities Administrator in writing
                  (which may
                  be done in electronic format) the amount payable by either Party
                  B or
                  Party A in respect of the related Early Termination Date in
                  connection with this Additional Termination Event; provided, however,
                  that
                  the amount payable by Party B, if any, in respect of the related
                  Early
                  Termination Date shall be the lesser of (x) the amount calculated
                  to be
                  due by Party B pursuant to Section 6(e) and (y) the Estimated Swap
                  Termination Payment; and (E) notwithstanding anything to the contrary
                  in
                  this Agreement, any amount due from Party B to Party A in respect
                  of this
                  Additional Termination Event will be payable on the final Distribution
                  Date specified in the Optional Termination Notice and any amount
                  due from
                  Party A to Party B in respect of this Additional Termination Event
                  will be
                  payable one Business Day prior to the final Distribution Date specified
                  in
                  the Optional Termination Notice. 

              


      

      


      The
        Securities Administrator shall be an express third party beneficiary of this
        Agreement as if a party hereto to the extent of the Securities Administrator’s
        rights specified herein. 

      


      
        	
                (d)

              	
                Required
                  Ratings Downgrade Event.
                  In
                  the event that no Relevant Entity has credit ratings at least equal
                  to the
                  Required Ratings Threshold (such event, a “Required
                  Ratings Downgrade Event”),
                  then Party A shall, as soon as reasonably practicable and so long
                  as a
                  Required Ratings Downgrade Event is in effect, at its own expense,
                  using
                  commercially reasonable efforts, procure either (A) a Permitted
                  Transfer
                  or (B) an Eligible Guarantee from an Eligible Guarantor.
                  

              


      

      


      
        	
                (e)
                  

              	
                Compliance
                  with Regulation AB. (i)
                  For purposes of Item 1115 of Subpart 229.1100 - Asset Backed Securities
                  (Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”)
                  under the Securities Act of 1933, as amended, and the Securities
                  Exchange
                  Act of 1934, as amended (the “Exchange Act”), as amended and interpreted
                  by the Securities and Exchange Commission and its staff, if the
                  Depositor
                  or Party B makes a determination, acting reasonably and in good
                  faith,
                  that (x) the applicable “significance percentage” with respect to this
                  Agreement has been reached, and (y) it has a reporting obligation
                  under
                  the Exchange Act (a “Swap Disclosure Event”), then Party A shall, within
                  ten (10) calendar days after notice to that effect, at its sole
                  expense,
                  take one of the following actions (each subject to satisfaction
                  of the
                  Rating Agency Condition): (1) provide (including, if permitted
                  by
                  Regulation AB, provision by reference to reports filed pursuant
                  to the
                  Exchange Act or otherwise publicly available information): (A)
                  the
                  financial data required by Item 301 of Regulation S-K (17 C.F.R.
                  §229.301), pursuant to Item 1115(b)(1); (B) financial statements
                  meeting
                  the requirements of Regulation S-X (17 C.F.R. §§210.1-01 through
                  210.12-29, but excluding 17 C.F.R. ss. 210.3-05 and Article 11
                  of
                  Regulation S-X (17 C.F.R. ss. ss. 210.11-01 through 210.11-03)),
                  pursuant
                  to Item 1115(b)(2); or (C) such other financial information as
                  may at the
                  time be required or permitted to be provided in satisfaction of
                  the
                  requirements of Item 1115(b), together with accountants consents
                  and/or a
                  procedure letter relating thereto; or (2) secure an Approved Replacement
                  that is able to comply with the requirements of Item 1115(b) of
                  Regulation
                  AB to replace Party A as party to this Agreement, on substantially
                  similar
                  terms, the debt rating of which entity (or credit support provider
                  therefor) meets or exceeds the applicable requirements of the applicable
                  Rating Agencies.

              


      

      


      (ii)
        For
        so long as the aggregate significance percentage is 10% or more, Party A
        shall
        provide any updates to the information provided pursuant to clause (i)(1)
        above
        to the Depositor within five (5) Business Days following availability thereof
        (but in no event more than 45 days after the end of each of Party’s fiscal
        quarter for any quarterly update, and in no event more than 90 days after
        the
        end of each of Party A’s fiscal year for any annual update).

      


      (iii)
        All
        information provided pursuant to clauses (i)(1) and (ii) shall be in a form
        suitable for conversion to the format required for filing by the Deposition
        with
        the Commission via the Electronic Data Gathering and Retrieval System (EDGAR).
        In addition, any such information, if audited, shall be accompanied by any
        necessary auditor’s consents or, if such information is unaudited, shall be
        accompanied by an appropriate agreed-upon procedures letter from Party A’s
        accountants. If permitted by Regulation AB, any such information may be provided
        by reference to or incorporation by reference from reports filed pursuant
        to the
        Exchange Act.

      


      (iv)
        Third Party Beneficiary. The Depositor shall be an express third party
        beneficiary of this Agreement as if a party hereto to the extent of the
        Depositor’s rights explicitly specified herein.

      


      
        	
                (f)

              	
                Transfers. 

              


      

       

      (i) Section
        7
        is hereby amended to read in its entirety as follows:

       

      “Subject
        to Section 6(b)(ii), Part 5(d), and Part 5(e), neither Party A nor Party
        B is
        permitted to assign, novate or transfer (whether by way of security or
        otherwise) as a whole or in part any of its rights, obligations or interests
        under the Agreement or any Transaction without (a) the prior written consent
        of
        the other party or (b) satisfaction of the Rating Agency Condition with respect
        to S&P.” 

       

      
        	 	
                (ii)

              	
                If
                  an Eligible Replacement has made a Firm Offer (which remains an
                  offer that
                  will become legally binding upon acceptance by Party B) to be the
                  transferee pursuant to a Permitted Transfer, Party B shall, at
                  Party A’s
                  written request and at Party A’s expense, take any reasonable steps
                  required to be taken by Party B to effect such transfer.
                  

              


      

       

      
        	
                (g)

              	
                Non-Recourse.
                  Party A acknowledges and agree that, notwithstanding any provision in this
                  Agreement to the contrary, the obligations of Party B hereunder
                  are
                  limited recourse obligations of Party B, payable solely from the
                  Supplemental Interest Trust and the proceeds thereof, in accordance
                  with
                  the priority of payments and other terms of the Pooling and Servicing
                  Agreement and that Party A will not have any recourse to any of
                  the
                  directors, officers, employees, shareholders or affiliates of the
                  Party B
                  with respect to any claims, losses, damages, liabilities, indemnities
                  or
                  other obligations in connection with any transactions contemplated
                  hereby.
                  In the event that the Supplemental Interest Trust and the proceeds
                  thereof, should be insufficient to satisfy all claims outstanding
                  and
                  following the realization of the account held by the Supplemental
                  Interest
                  Trust and the proceeds thereof, any claims against or obligations
                  of Party
                  B under the ISDA Master Agreement or any other confirmation thereunder
                  still outstanding shall be extinguished and thereafter not revive.
                  The
                  Supplemental Interest Trust Trustee shall not have liability for
                  any
                  failure or delay in making a payment hereunder to Party A due to
                  any
                  failure or delay in receiving amounts in the account held by the
                  Supplemental Interest Trust from the Trust created pursuant to
                  the Pooling
                  and Servicing Agreement. This provision will survive the termination
                  of
                  this Agreement.

              


      

      


      
        	
                (h)

              	
                Timing
                  of Payments
                  by Party B upon Early Termination.
                  Notwithstanding anything to the contrary in Section 6(d)(ii), to
                  the
                  extent that all or a portion (in either case, the “Unfunded Amount”) of
                  any amount that is calculated as being due in respect of any Early
                  Termination Date under Section 6(e) from Party B to Party A will
                  be paid
                  by Party B from amounts other than any upfront payment paid to
                  Party B by
                  an Eligible Replacement that has entered a Replacement Transaction
                  with
                  Party B, then such Unfunded Amount shall be due on the next subsequent
                  Distribution Date following the date on which the payment would
                  have been
                  payable as determined in accordance with Section 6(d)(ii), and
                  on any
                  subsequent Distribution Dates until paid in full (or if such Early
                  Termination Date is the final Distribution Date, on such final
                  Distribution Date); provided, however, 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, such payment will be payable on
                  such
                  Distribution Date.

              


      

      


      
        	
                (i)

              	
                Rating
                  Agency Notifications. Notwithstanding
                  any other provision of this Agreement, no Early Termination Date
                  shall be
                  effectively designated hereunder by Party B and no transfer of
                  any rights
                  or obligations under this Agreement shall be made by either party
                  unless
                  each Swap Rating Agency has been given prior written notice of
                  such
                  designation or transfer. 

              


      

      


      
        	
                (j)

              	
                No
                  Set-off.
                  Except as expressly provided for in Section 2(c), Section 6 or
                  Part
                  1(f)(i)(D) hereof, and notwithstanding any other provision of this
                  Agreement or any other existing or future agreement, each party
                  irrevocably waives any and all rights it may have to set off, net,
                  recoup
                  or otherwise withhold or suspend or condition payment or performance
                  of
                  any obligation between it and the other party hereunder against
                  any
                  obligation between it and the other party under any other agreements.
                  Section 6(e) shall be amended by deleting the following sentence:
“The
                  amount, if any, payable in respect of an Early Termination Date
                  and
                  determined pursuant to this Section will be subject to any
                  Set-off.”.

              


      

       

      
        	
                (k)

              	
                Amendment.
                  Notwithstanding any provision to the contrary in this Agreement,
                  no
                  amendment of either this Agreement or any Transaction under this
                  Agreement
                  shall be permitted by either party unless each of the Swap Agencies
                  has
                  been provided prior written notice of the same and S&P confirms in
                  writing (including by facsimile transmission) that it will not
                  downgrade,
                  withdraw or otherwise modify its then-current ratings of the Certificates
                  or the Notes. 

              


      

      


      
        	
                (l)

              	
                Notice
                  of Certain Events or Circumstances.
                  Each Party agrees, upon learning of the occurrence or existence
                  of any
                  event or condition that constitutes (or that with the giving of
                  notice or
                  passage of time or both would constitute) an Event of Default or
                  Termination Event with respect to such party, promptly to give
                  the other
                  Party and to each Swap Rating Agency notice of such event or condition;
                  provided that failure to provide notice of such event or condition
                  pursuant to this Part 5(l) shall not constitute an Event of Default
                  or a
                  Termination Event.

              


      

       

      (m) Proceedings.
        No
        Relevant Entity shall institute against, or cause any other person to institute
        against, or join any other person in instituting against Party B, the
        Supplemental Interest Trust, or the trust formed pursuant to the Pooling
        and
        Servicing Agreement, in any bankruptcy, reorganization, arrangement, insolvency
        or liquidation proceedings or other proceedings under any federal or state
        bankruptcy or similar law for a period of one year (or, if longer, the
        applicable preference period) and one day following payment in full of the
        Certificates and any Notes. This provision will survive the termination of
        this
        Agreement. 

      


      
        	
                (n)

              	
                Supplemental
                  Interest Trust Trustee Liability Limitations.
                  It
                  is expressly understood and agreed by the parties hereto that (a)
                  this
                  Agreement is executed by HSBC Bank USA, National Association (“HSBC”) not
                  in its individual capacity, but solely as Supplemental Interest
                  Trust
                  Trustee under the Pooling and Servicing Agreement in the exercise
                  of the
                  powers and authority conferred and invested in it thereunder; (b)
                  X has
                  been directed pursuant to the Pooling and Servicing Agreement to
                  enter
                  into this Agreement and to perform its obligations hereunder; (c)
                  each of
                  the representations, undertakings and agreements herein made on
                  behalf of
                  the Supplemental Interest Trust is made and intended not as personal
                  representations of the Supplemental Interest Trust Trustee but
                  is made and
                  intended for the purpose of binding only the Supplemental Interest
                  Trust;
                  and (d) under no circumstances shall HSBC
                  in its individual capacity be personally liable for any payments
                  hereunder
                  or for the breach or failure of any obligation, representation,
                  warranty
                  or covenant made or undertaken under this
                  Agreement.

              


      

      


      
        	
                (o)

              	
                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) in any respect,
                  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; provided, however, that this severability provision shall
                  not be
                  applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                  or provision in Section 14 to the extent it relates to, or is used
                  in or
                  in connection with any such Section) shall be so held to be invalid
                  or
                  unenforceable. 

              


      

      


      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. 

      


      
        	
                (p)

              	
                Agent
                  for Party B. Party
                  A acknowledges that Wells Fargo Bank, National Association, as
                  securities
                  administrator (“Wells”), may act as Party B’s agent pursuant to the
                  Pooling and Servicing Agreement to carry out certain functions
                  on behalf
                  of Party B in respect of this Confirmation, and that Wells shall
                  be
                  entitled to give notices and to perform and satisfy the obligations
                  of
                  Party B hereunder on behalf of Party
                  B.

              


      

       

      
        	
                (q)

              	
                Escrow
                  Payments.
                  If
                  (whether by reason of the time difference between the cities in
                  which
                  payments are to be made or otherwise) it is not possible for simultaneous
                  payments to be made on any date on which both parties are required
                  to make
                  payments hereunder, either Party may at its option and in its sole
                  discretion notify the other Party that payments on that date are
                  to be
                  made in escrow. In this case deposit of the payment due earlier
                  on that
                  date shall be made by 2:00 pm (local time at the place for the
                  earlier
                  payment) on that date with an escrow agent selected by the notifying
                  party, accompanied by irrevocable payment instructions (i) to release
                  the
                  deposited payment to the intended recipient upon receipt by the
                  escrow
                  agent of the required deposit of any corresponding payment payable
                  by the
                  other party on the same date accompanied by irrevocable payment
                  instructions to the same effect or (ii) if the required deposit
                  of the
                  corresponding payment is not made on that same date, to return
                  the payment
                  deposited to the party that paid it into escrow. The party that
                  elects to
                  have payments made in escrow shall pay all costs of the escrow
                  arrangements.

              


      

       

      
        	
                (r)

              	
                Consent
                  to Recording.
                  Each party hereto consents to the monitoring or recording, at any
                  time and
                  from time to time, by the other party of any and all communications
                  between trading, marketing, and operations personnel of the parties
                  and
                  their Affiliates, waives any further notice of such monitoring
                  or
                  recording, and agrees to notify such personnel of such monitoring
                  or
                  recording. 

              


      

      


      
        	
                (s)

              	
                Waiver
                  of Jury Trial.
                  Each party waives any right it may have to a trial by jury in respect
                  of
                  any in respect of any suit, action or proceeding relating to this
                  Agreement or any Credit Support Document.


              


      

      


      
        	
                (t)

              	
                Form
                  of ISDA Master Agreement. Party
                  A and Party B hereby agree that the text of the body of the ISDA
                  Master
                  Agreement is intended to be the printed form of the ISDA Master
                  Agreement
                  (Multicurrency -
                  Crossborder) as published and copyrighted in 1992 by the International
                  Swaps and Derivatives Association,
                  Inc.

              


      

      


      
        	
                (u)

              	
                Payment
                  Instructions.
                  Party A hereby agrees that, unless notified in writing by Party
                  B of other
                  payment instructions, any and all amounts payable by Party A to
                  Party B
                  under this Agreement shall be paid to the account specified in
                  Item 4 of
                  this Confirmation, below. 

              


      

      


      
        	
                (v)

              	
                Additional
                  representations.

              


      

      


      
        	 	
                (i)

              	
                Representations
                  of Party A.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  each Transaction that:

              


      

       

      Party
        A’s
        obligations under this Agreement rank pari passu with all of Party A’s other
        unsecured, unsubordinated obligations except those obligations preferred
        by
        operation of law.

      


      
        	 	
                (ii)

              	
                Capacity.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  this Agreement that it is entering into the Agreement and the Transaction
                  as principal and not as agent of any person. Party B represents
                  to Party A
                  on the date on which Party B enters into this Agreement that it
                  is
                  entering into the Agreement and the Transaction in its capacity
                  as
                  Supplemental Interest Trustee.

              


      

       

      
        	
                (w)

              	
                Acknowledgements.

              


      

      


      
        	 	
                (i)

              	
                Substantial
                  financial transactions.
                  Each party hereto is hereby advised and acknowledges as of the
                  date hereof
                  that the other party has engaged in (or refrained from engaging
                  in)
                  substantial financial transactions and has taken (or refrained
                  from
                  taking) other material actions in reliance upon the entry by the
                  parties
                  into the Transaction being entered into on the terms and conditions
                  set
                  forth herein and in the Pooling and Servicing Agreement relating
                  to such
                  Transaction, as applicable. This paragraph shall be deemed repeated
                  on the
                  trade date of each Transaction.

              


      

       

      
        	 	
                (ii)

              	
                Bankruptcy
                  Code.
                  Subject to Part 5(m), without limiting the applicability if any,
                  of any
                  other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy
                  Code”) (including without limitation Sections 362, 546, 556, and 560
                  thereof and the applicable definitions in Section 101 thereof),
                  the
                  parties acknowledge and agree that all Transactions entered into
                  hereunder
                  will constitute “forward contracts” or “swap agreements” as defined in
                  Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                  Section 761 of the Bankruptcy Code, that the rights of the parties
                  under
                  Section 6 of this Agreement will constitute contractual rights
                  to
                  liquidate Transactions, that any margin or collateral provided
                  under any
                  margin, collateral, security, pledge, or similar agreement related
                  hereto
                  will constitute a “margin payment” as defined in Section 101 of the
                  Bankruptcy Code, and that the parties are entities entitled to
                  the rights
                  under, and protections afforded by, Sections 362, 546, 556, and
                  560 of the
                  Bankruptcy Code.

              


      

       

      
        	
                (x)

              	
                Notices;
                  Demands. In
                  the event that Party A fails to perform any of its obligations
                  under this
                  Agreement (including, without limitation, its obligations to make
                  any
                  payment or transfer collateral), or breaches any of its representations
                  and warranties hereunder, or in the event that an Event of Default,
                  Termination Event, or Additional Termination Event occurs, Party
                  B shall,
                  no later than the next Business Day following such failure, breach
                  or
                  occurrence, notify the Depositor and give any notice of such failure
                  specified in this Agreement and make any demand specified in this
                  Agreement. In the event that Party A’s obligations are at any time
                  guaranteed by a third party, then to the extent that Party A fails
                  to make
                  any payment or delivery required under terms of this Agreement,
                  Party B
                  shall, no later than the next Business Day following such failure,
                  demand
                  that such guarantor make any and all payments then required to
                  be made by
                  the guarantor pursuant to such guarantee. Party B shall cause any
                  replacement swap provider to provide a copy of the related replacement
                  derivative agreement to the Depositor. For the avoidance of doubt,
                  notwithstanding anything in this Agreement to the contrary, the
                  failure of
                  Party B to comply with the requirements of this paragraph shall
                  not
                  constitute an Event of Default or Termination Event.
                  

              


      

       

      (y) [Reserved]

       

      (z) Additional
        Definitions. 

       

      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below,
        unless the context clearly requires otherwise: 

       

      “Approved
        Ratings Threshold”
        means
        each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
        Ratings Threshold.

      


      “Approved
        Replacement” means,
        with respect to a Market Quotation, an entity making such Market Quotation,
        which entity would satisfy conditions (a), (b), (c) and (e) of the definition
        of
        Permitted Transfer (as determined by Party B in its sole discretion, acting
        in a
        commercially reasonable manner) if such entity were a Transferee, as defined
        in
        the definition of Permitted Transfer.

      


      “Derivative
        Provider Trigger Event”
        means
        (i) an Event of Default with respect to which Party A is a Defaulting Party,
        (ii) a Termination Event with respect to which Party A is the sole Affected
        Party or (iii) an Additional Termination Event with respect to which Party
        A is
        the sole Affected Party.

      


      “Eligible
        Guarantee”
        means an
        unconditional and irrevocable guarantee of all present and future obligations
        (for the avoidance of doubt, not limited to payment obligations) of Party
        A or
        an Eligible Replacement to Party B under this Agreement that is provided
        by an
        Eligible Guarantor as principal debtor rather than surety and that is directly
        enforceable by Party B, the form and substance of which guarantee are subject
        to
        the Rating Agency Condition with respect to S&P, and 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 Tax
        collected by withholding or
        (B)
        such guarantee provides that, in the event that any of such guarantor’s payments
        to Party B are subject to Tax collected by withholding, 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 Tax collected
        by
        withholding) will equal the full amount Party B would have received had no
        such
        withholding been required.

      


      “Eligible
        Guarantor” means
        an
        entity that (A) has credit ratings at least equal to the Approved Ratings
        Threshold or (B) has credit ratings at least equal to the Required Ratings
        Threshold, provided, for the avoidance of doubt, that an Eligible Guarantee
        of
        an Eligible Guarantor with credit ratings below the Approved Ratings Threshold
        will not cause a Collateral Event (as defined in the Credit Support Annex)
        not
        to occur or continue. 

      


      “Eligible
        Replacement”
        means an
        entity (A) (i) that has credit ratings at least equal to the Approved Ratings
        Threshold, (ii) has credit ratings at least equal to the Required Ratings
        Threshold, provided, for the avoidance of doubt, that an Eligible Guarantee
        of
        an Eligible Guarantor with credit ratings below the Approved Ratings Threshold
        will not cause a Collateral Event (as defined in the Credit Support Annex)
        not
        to occur or continue, or (iii) the present and future obligations (for the
        avoidance of doubt, not limited to payment obligations) of which entity to
        Party
        B under this Agreement are guaranteed pursuant to an Eligible Guarantee provided
        by an Eligible Guarantor and (B) that has executed an Item 1115 Agreement
        with
        Depositor.

      


      “Estimated
        Swap Termination Payment”
        means,
        with respect to an Early Termination Date, an amount determined by Party
        A in
        good faith and in a commercially reasonable manner as the maximum payment
        that
        could be owed by Party B to Party A in respect of such Early Termination
        Date
        pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
        then
        current market conditions.

      


      “Firm
        Offer”
        means
        (A) with respect to an Eligible Replacement, a quotation from such Eligible
        Replacement (i) in an amount equal to the actual amount payable by or to
        Party B
        in consideration of an agreement between Party B and such Eligible Replacement
        to replace Party A as the counterparty to this Agreement by way of novation
        or,
        if such novation is not possible, an agreement between Party B and such Eligible
        Replacement to enter into a Replacement Transaction (assuming that all
        Transactions hereunder become Terminated Transactions), and (ii) that
        constitutes an offer by such Eligible Replacement to replace Party A as the
        counterparty to this Agreement or enter a Replacement Transaction that will
        become legally binding upon such Eligible Replacement upon acceptance by
        Party
        B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
        Guarantor to provide an Eligible Guarantee that will become legally binding
        upon
        such Eligible Guarantor upon acceptance by the offeree.

      


      “Moody’s”
        means
        Moody’s Investors Service, Inc., or any successor thereto. 

      


      “Moody’s
        First Trigger Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has both a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s and a short-term
        unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or
        counterparty rating from
        Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
        Moody’s of “Prime-1”, or (ii) if such entity has only a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s, a long-term
        unsecured and unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

      


      “Moody’s
        Second Trigger Ratings Event” means
        that no
        Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
        Second Trigger Rating Threshold. 

      


      “Moody’s
        Second Trigger Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has both a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s and a short-term
        unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A3” or a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
        or (ii) if such entity has only a long-term unsecured and unsubordinated
        debt
        rating or counterparty rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.

      


      “Permitted
        Transfer” means
        a
        transfer by novation by Party A to a transferee (the “Transferee”)
        of all,
        but not less than all, of Party A’s rights, liabilities, duties and obligations
        under this Agreement, with
        respect to which transfer each of the following conditions is
        satisfied:
        (a) the
        Transferee is an Eligible Replacement that is a recognized dealer in interest
        rate swaps organized under the laws of the United States of America or a
        jurisdiction located in the United States of America (or another jurisdiction
        reasonably acceptable to Party B), (b) as of the date of such transfer neither
        Party B nor the Transferee would be required to withhold or deduct on account
        of
        Tax from any payments under this Agreement, (c) an Event of Default or
        Termination Event would not occur as a result of such transfer, (d) Party
        B has
        consented in writing to the transfer, such consent not to be unreasonably
        withheld, (e) the transfer would not give rise to a taxable event or any
        other
        adverse Tax consequences to Party B or its interest holders, as determined
        by
        Party B in its sole discretion, (f) pursuant to a written instrument (the
        “Transfer Agreement”), the Transferee acquires and assumes all rights and
        obligations of Party A under the Agreement and the relevant Transaction,
        (g)
        Party B shall have determined, in its sole discretion, acting in a commercially
        reasonable manner, that such Transfer Agreement is effective to transfer
        to the
        Transferee all, but not less than all, of Party A’s rights and obligations under
        the Agreement and all relevant Transactions; (h) Party A will be responsible
        for
        any costs or expenses incurred in connection with such transfer (including
        any
        replacement cost of entering into a replacement transaction); (i) Moody’s has
        been given prior written notice of such transfer and the Rating Agency Condition
        is satisfied with respect to S&P; and (j) such transfer otherwise complies
        with the terms of the Pooling and Servicing Agreement. 

       

      “Rating
        Agency Condition”
        means,
        with respect to any particular proposed act or omission to act hereunder
        and
        each Swap Rating Agency specified in connection with such proposed act or
        omission, that the party acting or failing to act must consult with each
        of the
        specified Swap Rating Agencies and receive from each such Swap Rating Agency
        a
        prior written confirmation that the proposed action or inaction would not
        cause
        a downgrade or withdrawal of the then-current rating of any Certificates
        or
        Notes.

      


      “Relevant
        Entity” means
        Party A and, to the extent applicable, a guarantor under an Eligible
        Guarantee.

      


      “Replacement
        Transaction”
        means,
        with respect to any Terminated Transaction or group of Terminated Transactions,
        a transaction or group of transactions that (i) would have the effect of
        preserving for Party B 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 Transaction or group of Terminated
        Transactions that would, but for the occurrence of the relevant Early
        Termination Date, have been required after that Date, and (ii) has terms
        which
        are substantially the same as this Agreement, including, without limitation,
        rating triggers, Regulation AB compliance, and credit support documentation,
        save for the exclusion of provisions relating to Transactions that are not
        Terminated Transaction, as determined by Party B in its sole discretion,
        acting
        in a commercially reasonable manner.

      


      “Required
        Ratings Downgrade Event”
        shall
        have the meaning assigned thereto in Part 5(d).

      


      “Required
        Ratings Threshold” means
        each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
        Ratings Threshold.

      


      “S&P”
        means
        Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
        Inc., or any successor thereto. 

      


      “S&P
        Approved Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a short-term unsecured and unsubordinated debt rating
        from
        S&P of “A-1”, or, if such entity does not have a short-term unsecured and
        unsubordinated debt rating from S&P, a long-term unsecured and
        unsubordinated debt rating from S&P of “A+”.

      


      “S&P
        Required Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        S&P of “BBB+”. 

      


      “Swap
        Rating Agencies”
        means,
        with respect to any date of determination, each of S&P and Moody’s, to the
        extent that each such rating agency is then providing a rating for any of
        the
        Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-AF1,
        Asset-Backed Certificates, Series 2006-AF1 (the “Certificates”) or any notes
        backed by the Certificates (the “Notes”).

      


       

      [Remainder
        of this page intentionally left blank.]

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      4. Account
        Details and Settlement Information:  

       

      


      Payments
        to Party A:          
  JPMorgan
        Chase Bank

      SWIFT:
          CHASUS33

      Account
        of:        Swiss
        Re
        Financial Products

      Account
        No.:     066-911184
        

      ABA#:    021000021

       

      Payments
        to Party B:          
  Wells
        Fargo Bank, N.A.

      ABA#:
          121000248

      For
        Credit To:    SAS
        Clearing

      Account
        No:      3970771416

      FCC
        to:             
 NHEL
        06-AF1, Supplemental Interest Trust, 

      Account
        #:        50963402

      


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

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      


      We
        are
        very pleased to have executed this Transaction with you and we look forward
        to
        completing other transactions with you in the near future.

      


      Very
        truly yours,

      


      Swiss
        Re
        Financial Products Corporation


      


      By: /s/
        David
        Starr                 
    

      Name:
        David Starr  

      Title:
        Vice President    

      


      


      Party
        B,
        acting through its duly authorized signatory, hereby agrees to, accepts and
        confirms the terms of the foregoing as of the date hereof.

      


      HSBC
        Bank
        USA, National Association, not in its individual capacity but solely as
        Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
        Trust
        with respect to the Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
        Series 2006-AF1, Asset-Backed Certificates, Series 2006-AF1  

      


      


      By: /s/
        Elena
        Zheng              
   

      Name:
        Elena Zheng 

      Title:
        Assistant Vice President

      


      


      


      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      


      SCHEDULE
        I

       

      (all
        such
        dates subject to No Adjustment with respect to Fixed Rate Payer Period End
        Dates
        and adjustment in accordance with the Following Business Day Convention with
        respect to Floating Rate Payer Period End Dates) 

      


      
        	
                From
                  and including

              	
                To
                  but excluding

              	
                Notional
                  Amount (USD)

              
	
                Effective
                  Date

              	
                October
                  25, 2007

              	
                104,843,000.00
                  

              
	
                October
                  25, 2007

              	
                November
                  25, 2007

              	
                104,843,000.00
                  

              
	
                November
                  25, 2007

              	
                December
                  25, 2007

              	
                104,843,000.00
                  

              
	
                December
                  25, 2007

              	
                January
                  25, 2008

              	
                104,843,000.00
                  

              
	
                January
                  25, 2008

              	
                February
                  25, 2008

              	
                104,843,000.00
                  

              
	
                February
                  25, 2008

              	
                March
                  25, 2008

              	
                104,843,000.00
                  

              
	
                March
                  25, 2008

              	
                April
                  25, 2008

              	
                104,843,000.00
                  

              
	
                April
                  25, 2008

              	
                May
                  25, 2008

              	
                104,843,000.00
                  

              
	
                May
                  25, 2008

              	
                June
                  25, 2008

              	
                104,843,000.00
                  

              
	
                June
                  25, 2008

              	
                July
                  25, 2008

              	
                104,843,000.00
                  

              
	
                July
                  25, 2008

              	
                August
                  25, 2008

              	
                104,843,000.00
                  

              
	
                August
                  25, 2008

              	
                September
                  25, 2008

              	
                104,843,000.00

              
	
                September
                  25, 2008

              	
                October
                  25, 2008

              	
                104,843,000.00
                  

              
	
                October
                  25, 2008

              	
                November
                  25, 2008

              	
                104,843,000.00
                  

              
	
                November
                  25, 2008

              	
                December
                  25, 2008

              	
                104,843,000.00
                  

              
	
                December
                  25, 2008

              	
                January
                  25, 2009

              	
                104,843,000.00
                  

              
	
                January
                  25, 2009

              	
                February
                  25, 2009

              	
                100,699,853.66
                  

              
	
                February
                  25, 2009

              	
                March
                  25, 2009

              	
                95,368,417.99
                  

              
	
                March
                  25, 2009

              	
                April
                  25, 2009

              	
                90,244,006.65
                  

              
	
                April
                  25, 2009

              	
                May
                  25, 2009

              	
                85,318,595.31
                  

              
	
                May
                  25, 2009

              	
                June
                  25, 2009

              	
                80,584,470.20
                  

              
	
                June
                  25, 2009

              	
                July
                  25, 2009

              	
                76,034,216.07
                  

              
	
                July
                  25, 2009

              	
                August
                  25, 2009

              	
                71,660,704.74
                  

              
	
                August
                  25, 2009

              	
                September
                  25, 2009

              	
                67,457,083.90

              
	
                September
                  25, 2009

              	
                October
                  25, 2009

              	
                63,416,766.53
                  

              
	
                October
                  25, 2009

              	
                November
                  25, 2009

              	
                59,533,420.58
                  

              
	
                November
                  25, 2009

              	
                December
                  25, 2009

              	
                59,533,420.58
                  

              
	
                December
                  25, 2009

              	
                January
                  25, 2010

              	
                59,533,420.58
                  

              
	
                January
                  25, 2010

              	
                February
                  25, 2010

              	
                59,533,420.58
                  

              
	
                February
                  25, 2010

              	
                March
                  25, 2010

              	
                59,533,420.58
                  

              
	
                March
                  25, 2010

              	
                April
                  25, 2010

              	
                59,533,420.58
                  

              
	
                April
                  25, 2010

              	
                May
                  25, 2010

              	
                59,533,420.58
                  

              
	
                May
                  25, 2010

              	
                June
                  25, 2010

              	
                58,409,831.24
                  

              
	
                June
                  25, 2010

              	
                July
                  25, 2010

              	
                56,133,273.89
                  

              
	
                July
                  25, 2010

              	
                August
                  25, 2010

              	
                53,945,226.87
                  

              
	
                August
                  25, 2010

              	
                September
                  25, 2010

              	
                51,842,256.00

              
	
                September
                  25, 2010

              	
                October
                  25, 2010

              	
                49,821,060.10
                  

              
	
                October
                  25, 2010

              	
                November
                  25, 2010

              	
                47,878,465.86
                  

              
	
                November
                  25, 2010

              	
                December
                  25, 2010

              	
                46,011,400.99
                  

              
	
                December
                  25, 2010

              	
                January
                  25, 2011

              	
                44,216,956.77
                  

              
	
                January
                  25, 2011

              	
                February
                  25, 2011

              	
                42,492,314.54
                  

              
	
                February
                  25, 2011

              	
                March
                  25, 2011

              	
                40,834,764.84
                  

              
	
                March
                  25, 2011

              	
                April
                  25, 2011

              	
                39,241,703.20
                  

              
	
                April
                  25, 2011

              	
                May
                  25, 2011

              	
                37,710,626.09
                  

              
	
                May
                  25, 2011

              	
                June
                  25, 2011

              	
                36,239,076.90
                  

              
	
                June
                  25, 2011

              	
                July
                  25, 2011

              	
                34,824,729.88
                  

              
	
                July
                  25, 2011

              	
                August
                  25, 2011

              	
                33,465,129.27
                  

              
	
                August
                  25, 2011

              	
                September
                  25, 2011

              	
                32,158,424.97
                  

              
	
                September
                  25, 2011

              	
                Termination
                  Date

              	
                30,902,599.90
                  

              


      

      


      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Annex
        A

      


      Paragraph
        13 of the Credit Support Annex

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Exhibit
        A

      


      Form
        of Parental Guarantee

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Exhibit
        B

      


      Form
        of Parental Guarantee Opinion

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

        ANNEX
          A

        


        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of October 9, 2006 between

        Swiss
          Re
          Financial Products Corporation (hereinafter referred to as “Party
          A”
          or
“Pledgor”)

        and

        HSBC
          Bank
          USA, National Association, not in its individual capacity but solely as
          trustee
          (the “Supplemental Interest Trust Trustee”) on behalf of the supplemental
          interest trust with respect to the Nomura Home Equity Loan, Inc., Home
          Equity
          Loan Trust, Series 2006-AF1, Asset-Backed Certificates, Series 2006-AF1
          (the
“Supplemental Interest Trust”) 

        (hereinafter
          referred to as “Party
          B”
          or
“Secured
          Party”).

        


        For
          the
          avoidance of doubt, and notwithstanding anything to the contrary that may
          be
          contained in the Agreement, this Credit Support Annex shall relate solely
          to the
          Transaction documented in the Confirmation dated October 9, 2006, between
          Party
          A and Party B, Reference Number 1133214.

        


         

        Paragraph
          13. Elections and Variables.

         

        
          	(a)  	
                  Security
                    Interest for “Obligations”.
                    The term “Obligations”
                    as
                    used in this Annex includes the following additional
                    obligations:

                


        

         

        With
          respect to Party A: not applicable.

         

        With
          respect to Party B: not applicable.

         

        
          	(b)  	
                  Credit
                    Support Obligations.

                


        

         

        
          	(i)  	
                  Delivery
                    Amount, Return Amount and Credit Support
                    Amount.

                


        

         

        
          	(A)  	
                  “Delivery
                    Amount”
                    has the meaning specified in Paragraph 3(a) as amended (I) by
                    deleting the
                    words “upon a demand made by the Secured Party on or promptly following
                    a
                    Valuation Date” and inserting in lieu thereof the words “not later than
                    the close of business on each Valuation Date” and (II) by deleting in its
                    entirety the sentence beginning “Unless otherwise specified in Paragraph
                    13” and ending “(ii) the Value as of that Valuation Date of all Posted
                    Credit Support held by the Secured Party.” and inserting in lieu thereof
                    the following:

                


        

         

        The
          “Delivery
          Amount”
          applicable to the Pledgor for any Valuation Date will equal the greatest
          of


         

        
          	 	
                  (1)
                    

                	
                  the
                    amount by which (a) the S&P Credit Support Amount for such Valuation
                    Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                    Credit Support held by the Secured Party,


                


        

         

        
          	 	
                  (2)
                    

                	
                  the
                    amount by which (a) the Moody’s First Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                    Valuation Date of all Posted Credit Support held by the Secured
                    Party,
                    and

                


        

         

        
          	 	
                  (3)
                    

                	
                  the
                    amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                    such Valuation Date of all Posted Credit Support held by the
                    Secured
                    Party.

                


        

         

        
          	(B)  	
                  “Return
                    Amount”
                    has the meaning specified in Paragraph 3(b) as amended by deleting
                    in its
                    entirety the sentence beginning “Unless otherwise specified in Paragraph
                    13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                    thereof the following:

                


        

         

        The
          “Return
          Amount”
          applicable to the Secured Party for any Valuation Date will equal the least
          of


         

        
          	 	
                  (1)
                    

                	
                  the
                    amount by which (a) the S&P Value as of such Valuation Date of all
                    Posted Credit Support held by the Secured Party exceeds (b) the
                    S&P
                    Credit Support Amount for such Valuation Date,


                


        

         

        
          	 	
                  (2)
                    

                	
                  the
                    amount by which (a) the Moody’s First Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                    and

                


        

         

        
          	 	
                  (3)
                    

                	
                  the
                    amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s Second Trigger Credit Support Amount for such Valuation
                    Date.

                


        

         

        
          	(C)  	
                  “Credit
                    Support Amount”
                    shall not apply. For purposes of calculating any Delivery Amount
                    or Return
                    Amount for any Valuation Date, reference shall be made to the
                    S&P
                    Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                    the Moody’s Second Trigger Credit Support Amount, in each case for such
                    Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                    above.

                


        

         

        
          	(ii)  	
                  Eligible
                    Collateral.
                    

                


        

         

        On
          any
          date, the following items denominated in U.S. Dollars will qualify as
“Eligible
          Collateral”:

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        

          
            	
                     

                    Collateral
                      

                  	
                    S&P
                      Valuation 

                    Percentage

                  	
                    Moody’s
                      

                    First
                      Trigger Valuation
                      Percentage

                  	
                    Moody’s
                      

                    Second
                      Trigger Valuation
                      Percentage

                  
	
                    (A)  Cash

                  	
                    100%

                  	
                    100%

                  	
                    100%

                  
	
                    (B)  Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of less than one year

                  	
                    98.5%

                  	
                    100%

                  	
                    100%

                  
	
                    (C)  Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of at least one year but
                      less than two
                      years

                  	
                    89.9%

                  	
                    100%

                  	
                    99%

                  
	
                    (D)  Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of at least two years but
                      less than
                      three years

                  	
                    89.9%

                  	
                    100%

                  	
                    98%

                  
	
                    (E)  Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of at least three years but
                      less than
                      five years

                  	
                    89.9%

                  	
                    100%

                  	
                    97%

                  
	
                    (F)  Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of at least five years but
                      less than
                      seven years

                  	
                    89.9%

                  	
                    100%

                  	
                    95%

                  
	
                    (G)  Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of at least seven years but
                      less than
                      ten years

                  	
                    89.9%

                  	
                    100%

                  	
                    94%

                  
	
                    (H)  Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of ten to twenty years

                  	
                    83.9%

                  	
                    100%

                  	
                    89%

                  
	
                    (I)  Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of more than twenty
                      years

                  	
                    83.9%

                  	
                    100%

                  	
                    87%

                  


          

        

         

         

        
          	(iii)  	
                  Other
                    Eligible Support. 

                


        

         

        The
          following items will qualify as “Other
          Eligible Support”
          for the
          party specified: 

         

        Not
          applicable.

         

        
          	(iv)  	
                  Threshold.

                


        

         

        
          	(A)  	
                  “Independent
                    Amount”
                    means zero with respect to Party A and Party
                    B.

                


        

         

        
          	(B)  	
                  “Threshold”
                    means, with respect to Party A and any Valuation Date, zero if
                    a
                    Collateral Event has occurred and has been continuing (x) for
                    at least 30
                    days or (y) since this Annex was executed; otherwise,
                    infinity.

                


        

         

          “Threshold”
          means,
          with respect to Party B and any Valuation Date, infinity.

         

        
          	(C)  	
                  “Minimum
                    Transfer Amount” means
                    USD 100,000 with respect to Party A and Party B; provided, however,
                    that
                    if the aggregate Certificate Principal Balance and note principal
                    balance
                    of Certificates and Notes rated by S&P ceases to be more than USD
                    50,000,000, the “Minimum
                    Transfer Amount”
                    shall be USD 50,000.

                


        

         

        
          	(D)  	
                  Rounding:
                    The Delivery Amount will be rounded up to the nearest integral
                    multiple of
                    USD 10,000. The Return Amount will be rounded down to the nearest
                    integral
                    multiple of USD 1,000.

                


        

         

        
          	(c)  	
                  Valuation
                    and Timing.

                


        

         

        
          	(i)  	
                  “Valuation
                    Agent”
                    means Party A; provided, however, that if an Event of Default
                    shall have
                    occurred with respect to which Party A is the Defaulting Party,
                    Party B
                    shall have the right to designate as Valuation Agent an independent
                    party,
                    reasonably acceptable to Party A, the cost for which shall be
                    borne by
                    Party A. All calculations by the Valuation Agent must be made
                    in
                    accordance with standard market practice, including, in the event
                    of a
                    dispute as to the Value of any Eligible Credit Support or Posted
                    Credit
                    Support, by making reference to quotations received by the Valuation
                    Agent
                    from one or more Pricing Sources.

                


        

         

        
          	(ii)  	
                  “Valuation
                    Date” means
                    the first Local Business Day in each week on which any of the
                    S&P
                    Credit Support Amount, the Moody’s First Trigger Credit Support Amount or
                    the Moody’s Second Trigger Credit Support Amount is greater than
                    zero.

                


        

         

        
          	(iii)  	
                  “Valuation
                    Time” means
                    the close of business in the city of the Valuation Agent on the
                    Local
                    Business Day immediately preceding the Valuation Date or date
                    of
                    calculation, as applicable; provided
                    that the calculations of Value and Exposure will be made as of
                    approximately the same time on the same date.


                


        

         

        
          	(iv)  	
                  “Notification
                    Time” means
                    10:00 a.m., New York time, on a Local Business Day.
                    

                


        

         

        
          	(v)  	
                  External
                    Verification.
                    Notwithstanding anything to the contrary in the definitions of
                    Valuation
                    Agent or Valuation Date, at any time at which Party A (or, to
                    the extent
                    applicable, its Credit Support Provider) does not have a long-term
                    unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                    the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                    the S&P Value of Posted Credit Suppport on each Valuation Date based
                    on internal marks and (B) verify such calculations with external
                    marks
                    monthly by obtaining on the last Local Business Day of each calendar
                    month
                    two external marks for each Transaction to which this Annex relates
                    and
                    for all Posted Credit Suport; such verification of the Secured
                    Party’s
                    Exposure shall be based on the higher of the two external marks.
                    Each
                    external mark in respect of a Transaction shall be obtained from
                    an
                    independent Reference Market-maker that would be eligible and
                    willing to
                    enter into such Transaction in the absence of the current derivative
                    provider, provided that an external mark may not be obtained
                    from the same
                    Reference Market-maker more than four times in any 12-month period.
                    The
                    Valuation Agent shall obtain these external marks directly or
                    through an
                    independent third party, in either case at no cost to Party B.
                    The
                    Valuation Agent shall calculate on each Valuation Date (for purposes
                    of
                    this paragraph, the last Local Business Day in each calendar
                    month
                    referred to above shall be considered a Valuation Date) the Secured
                    Party’s Exposure based on the greater of the Valuation Agent’s internal
                    marks and the external marks received. If the S&P Value on any such
                    Valuation Date of all Posted Credit Support then held by the
                    Secured Party
                    is less than the S&P Credit Support Amount on such Valuation Date (in
                    each case as determined pursuant to this paragraph), Party A
                    shall, within
                    three Local Business Days of such Valuation Date, Transfer to
                    the Secured
                    Party Eligible Credit Support having an S&P Value as of the date of
                    Transfer at least equal to such deficiency.


                


        

         

        
          	(vi)  	
                  Notice
                    to S&P.
                    At
                    any time at which Party A (or, to the extent applicable, its
                    Credit
                    Support Provider) does not have a long-term unsubordinated and
                    unsecured
                    debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                    provide to S&P not later than the Notification Time on the Local
                    Business Day following each Valuation Date its calculations of
                    the Secured
                    Party’s Exposure and the S&P Value of any Eligible Credit Support or
                    Posted Credit Support for that Valuation Date. The Valuation
                    Agent shall
                    also provide to S&P any external marks received pursuant to the
                    preceding paragraph.

                


        

         

        
          	(d)  	
                  Conditions
                    Precedent and Secured Party’s Rights and
                    Remedies.
                    The following Termination Events will be a “Specified
                    Condition”
                    for the party specified (that party being the Affected Party
                    if the
                    Termination Event occurs with respect to that party): With respect
                    to
                    Party A: any Additional Termination Event with respect to which
                    Party A is
                    the sole Affected Party. With respect to Party B:
                    None.

                


        

         

        
          	(e)  	
                  Substitution.

                


        

         

        
          	(i)  	
                  “Substitution
                    Date”
                    has the meaning specified in Paragraph
                    4(d)(ii).

                


        

         

        
          	(ii)  	
                  Consent.
                    If
                    specified here as applicable, then the Pledgor must obtain the
                    Secured
                    Party’s consent for any substitution pursuant to Paragraph 4(d):
                    Inapplicable.

                


        

         

        
          	(f)  	
                  Dispute
                    Resolution.

                


        

         

        
          	(i)  	
                  “Resolution
                    Time”
                    means 1:00 p.m. New York time on the Local Business Day following
                    the date
                    on which the notice of the dispute is given under Paragraph
                    5.

                


        

         

        
          	(ii)  	
                  Value.
                    Notwithstanding anything to the contrary in Paragraph 12, for
                    the purpose
                    of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                    Value, and Moody’s Second Trigger Value, on any date, of Eligible
                    Collateral other than Cash will be calculated as follows:
                    

                


        

         

        For
          Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
          the
          sum of (A) the product of (1)(x) the bid price at the Valuation Time for
          such
          securities on the principal national securities exchange on which such
          securities are listed, or (y) if such securities are not listed on a national
          securities exchange, the bid price for such securities quoted at the Valuation
          Time by any principal market maker for such securities selected by the
          Valuation
          Agent, or (z) if no such bid price is listed or quoted for such date, the
          bid
          price listed or quoted (as the case may be) at the Valuation Time for the
          day
          next preceding such date on which such prices were available and (2) the
          applicable Valuation Percentage for such Eligible Collateral, and (B) the
          accrued interest on such securities (except to the extent Transferred to
          the
          Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
          referred to in the immediately preceding clause (A)) as of such
          date.

         

        
          	(iii)  	
                  Alternative.
                    The provisions of Paragraph 5 will
                    apply.

                


        

         

        
          	(g)  	
                  Holding
                    and Using Posted
                    Collateral.

                


        

         

        
          	(i)  	
                  Eligibility
                    to Hold Posted Collateral; Custodians.  Party
                    B (or any Custodian) will be entitled to hold Posted Collateral
                    pursuant
                    to Paragraph 6(b). 

                


        

         

        Party
          B
          may appoint as Custodian (A) the entity then serving as Trustee or (B)
          any
          entity other than the entity then serving as Trustee if such other entity
          (or,
          to the extent applicable, its parent company or credit support provider)
          shall
          then have a short-term unsecured and unsubordinated debt rating from S&P of
          at least “A-1.”

         

        Initially,
          the Custodian
          for
          Party B is: Not applicable.

         

        
          	(ii)  	
                  Use
                    of Posted Collateral. The
                    provisions of Paragraph 6(c)(i) will not apply to Party B, but
                    the
                    provisions of Paragraph 6(c)(ii) will apply to Party B.
                    

                


        

         

        
          	(h)  	
                  Distributions
                    and Interest Amount.

                


        

         

        
          	(i)  	
                  Interest
                    Rate.
                    The “Interest
                    Rate”
                    will be the actual interest rate earned on Posted Collateral
                    in the form
                    of Cash that is held by Party B or its
                    Custodian.

                


        

         

        
          	(ii)  	
                  Transfer
                    of Interest Amount.
                    The Transfer of the Interest Amount will be made on the second
                    Local
                    Business Day following the end of each calendar month and on
                    any other
                    Local Business Day on which Posted Collateral in the form of
                    Cash is
                    Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                    however,
                    that the obligation of Party B to Transfer any Interest Amount
                    to Party A
                    shall be limited to the extent that Party B has earned and received
                    such
                    funds and such funds are available to Party B.


                


        

         

        
          	(iii)  	
                  Alternative
                    to Interest Amount.
                    The provisions of Paragraph 6(d)(ii) will
                    apply.

                


        

         

        
          	(i)  	
                  Additional
                    Representation(s).
                    There are no additional representations by either
                    party.

                


        

         

        
          	(j)  	
                  Other
                    Eligible Support and Other Posted Support.

                


        

         

        
          	(i)  	
                  “Value”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable. 

                


        

         

        
          	(ii)  	
                  “Transfer”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable.

                


        

         

        
          	(k)  	
                  Demands
                    and Notices.All
                    demands, specifications and notices under this Annex will be
                    made pursuant
                    to the Notices Section of this Agreement, except that any demand,
                    specification or notice shall be given to or made at the following
                    addresses, or at such other address as the relevant party may
                    from time to
                    time designate by giving notice (in accordance with the terms
                    of this
                    paragraph) to the other party:

                


        

         

        If
          to
          Party A, at the address specified pursuant to the Notices Section of this
          Agreement.

         

        If
          to
          Party B, at the address specified pursuant to the Notices Section of this
          Agreement.

         

        If
          to
          Party B’s Custodian: Not applicable.

         

        
          	(l)  	
                  Address
                    for Transfers.
                    Each Transfer hereunder shall be made to the address specified
                    below or to
                    an address specified in writing from time to time by the party
                    to which
                    such Transfer will be made.

                


        

         

        Party
          A
          account details:    JPMorgan
          Chase Bank

        SWIFT:
            CHASUS33

        Account
          of:        Swiss
          Re
          Financial Products

        Account
          No.:     066-911184
          

        ABA#:             
            021000021

        


         

        Party
          B
          account details:     Wells
          Fargo Bank, N.A.

        ABA
          #
          :           
  121000248

        For
          Credit To:     SAS
          Clearing

        Account
          No.:     3970771416

        FCC
          to:             
  NHEL
          06-AF1, Supplemental Interest Trust Posted Collateral Account, Account
          #50963403

         

        
          	(m)  	
                  Other
                    Provisions.

                


        

         

        
          	(i)  	
                  Collateral
                    Account.
                    Party B shall open and maintain a segregated account, which shall
                    be an
                    Eligible Account, and hold, record and identify all Posted Collateral
                    in
                    such segregated account.

                


        

         

        
          	(ii)  	
                  Agreement
                    as to Single Secured Party and Single Pledgor.
                    Party A and Party B hereby agree that, notwithstanding anything
                    to the
                    contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                    means only Party B, (b) the term “Pledgor” as used in this Annex means
                    only Party A, (c) only Party A makes the pledge and grant in
                    Paragraph 2,
                    the acknowledgement in the final sentence of Paragraph 8(a) and
                    the
                    representations in Paragraph 9.

                


        

         

        
          	(iii)  	
                  Calculation
                    of Value.
                    Paragraph 4(c) is hereby amended by deleting the word “Value” and
                    inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                    Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                    deleting the words “a Value” and inserting in lieu thereof “an S&P
                    Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                    (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                    Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                    Paragraph 5 (flush language) is hereby amended by deleting the
                    word
                    “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                    Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                    language) is hereby amended by deleting the word “Value” and inserting in
                    lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                    Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                    word “the Value, if” and inserting in lieu thereof “any one or more of the
                    S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                    Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
                    first instance of the words “the Value” and inserting in lieu thereof “any
                    one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
                    Second Trigger Value” and (2) deleting the second instance of the words
                    “the Value” and inserting in lieu thereof “such disputed S&P Value,
                    Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                    Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by
                    deleting
                    the word “Value” and inserting in lieu thereof “least of the S&P
                    Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                    

                


        

         

        
          	(iv)  	
                  Form
                    of Annex. Party
                    A and Party B hereby agree that the text of Paragraphs 1 through
                    12,
                    inclusive, of this Annex is intended to be the printed form of
                    ISDA Credit
                    Support Annex (Bilateral Form - ISDA Agreements Subject to New
                    York Law
                    Only version) as published and copyrighted in 1994 by the International
                    Swaps and Derivatives Association,
                    Inc.

                


        

         

        
          	(v)  	
                  Events
                    of Default.
                    Paragraph 7 will not apply to cause any Event of Default to exist
                    with
                    respect to Party B except that Paragraph 7(i) will apply to Party
                    B solely
                    in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                    Support Annex. Notwithstanding anything to the contrary in Paragraph
                    7,
                    any failure by Party A to comply with or perform any obligation
                    to be
                    complied with or performed by Party A under the Credit Support
                    Annex shall
                    only be an Event of Default if (A) a Required Ratings Downgrade
                    Event has
                    occurred and been continuing for 30 or more Local Business Days
                    and (B)
                    such failure is not remedied on or before the third Local Business
                    Day
                    after notice of such failure is given to Party
                    A.

                


        

         

        
          	(vi)  	
                  Expenses.
                    Notwithstanding anything to the contrary in Paragraph 10, the
                    Pledgor will
                    be responsible for, and will reimburse the Secured Party for,
                    all transfer
                    and other taxes and other costs involved in any Transfer of Eligible
                    Collateral.

                


        

         

        
          	(vii)  	
                  Withholding.
                    Paragraph 6(d)(ii) is hereby amended by inserting immediately
                    after “the
                    Interest Amount” in the fourth line thereof the words “less any applicable
                    withholding taxes.”

                


        

         

        
          	(viii)  	
                  Notice
                    of Failure to Post Collateral. Upon
                    any failure by Party A to post collateral as required under this
                    Agreement, Party B shall, no later than the next Business Day
                    after the
                    date such collateral was required to be posted, give a written
                    notice of
                    such failure to Party A and to Depositor. For the avoidance of
                    doubt,
                    notwithstanding anything in this Agreement to the contrary, the
                    failure of
                    Party B to comply with the requirements of this paragraph shall
                    not
                    constitute an Event of Default or Termination Event.
                    

                


        

         

        (ix) Additional
          Definitions.
          As used
          in this Annex:

         

        “Collateral
          Event” means
          that no Relevant Entity has credit ratings at least equal to the Approved
          Ratings Threshold.

         

        “DBRS
          Rating Threshold Event”
          means,
          on any date, no Relevant Entity has credit ratings from DBRS which are
          at least
          equal to the DBRS Approved Ratings Threshold.

         

        “DV01”
          means,
          with respect to a Transaction and any date of determination, the estimated
          change in the Secured Party’s Transaction Exposure with respect to such
          Transaction that would result from a one basis point change in the relevant
          swap
          curve on such date, as determined by the Valuation Agent in good faith
          and in a
          commercially reasonable manner. The Valuation Agent shall, upon request
          of Party
          B, provide to Party B a statement showing in reasonable detail such
          calculation.

         

        “Exposure”
          has the
          meaning specified in Paragraph 12, except that after the word “Agreement” the
          words “(assuming, for this purpose only, that Part 1(f) of the Schedule is
          deleted)” shall be inserted. 

         

        “Fitch
          Rating Threshold Event” means,
          on
          any date, no Relevant Entity has credit ratings from Fitch which exceed
          the
          Fitch Approved Ratings Threshold.

         

        “Local
          Business Day”
means:
          any day on which (A) commercial banks are open for business (including
          dealings
          in foreign exchange and foreign currency deposits) in New York and the
          location
          of Party A, Party B and any Custodian, and (B) in relation to a Transfer
          of
          Eligible Collateral, any day on which the clearance system agreed between
          the
          parties for the delivery of Eligible Collateral is open for acceptance
          and
          execution of settlement instructions (or in the case of a Transfer of Cash
          or
          other Eligible Collateral for which delivery is contemplated by other means
          a
          day on which commercial banks are open for business (including dealings
          in
          foreign exchange and foreign deposits) in New York and the location of
          Party A,
          Party B and any Custodian. 

         

        “Moody’s
          First Trigger Event” means
          that no Relevant Entity has credit ratings from Moody’s at least equal to the
          Moody’s First Trigger Ratings Threshold.

         

        “Moody’s
          First Trigger Credit Support Amount” means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which (I) a Moody’s First Trigger Event has occurred
                    and has been continuing (x) for at least 30 Local Business Days
                    or (y)
                    since this Annex was executed and (II) it is not the case that
                    a Moody’s
                    Second Trigger Event has occurred and been continuing for at
                    least 30
                    Local Business Days, the sum, for each Transaction to which this
                    Annex
                    relates, of an amount equal to the
                    following:

                


        

         

        the
          greater of (a) zero and (b) the sum of (i) the Secured Party’s Transaction
          Exposure for such Transaction and such Valuation Date and (ii) the least
          of (x)
          the product of the Moody’s First Trigger DV01 Multiplier and DV01 for such
          Transaction and such Valuation Date, (y) the product of Moody’s First Trigger
          Notional Amount Multiplier and the Notional Amount for such Transaction
          for the
          Calculation Period which includes such Valuation Date, and (z) the product
          of
          the applicable Moody’s First Trigger Factor set forth in Table 1 and the
          Notional Amount for such Transaction for the Calculation Period which includes
          such Valuation Date; or 

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II) the
          Threshold for Party A such Valuation Date.

         

        “Moody’s
          First Trigger DV01 Multiplier”
          means
          25.

         

        “Moody’s
          First Trigger Value”
          means,
          on any date and with respect to any Eligible Collateral other than Cash,
          the bid
          price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
          Valuation Percentage for such Eligible Collateral set forth in Paragraph
          13(b)(ii).

         

        “Moody’s
          First Trigger Notional Amount Multiplier”
          means
          4%.

         

        “Moody’s
          Second Trigger Event” means
          that no Relevant Entity has credit ratings from Moody’s at least equal to the
          Moody’s Second Trigger Ratings Threshold.

         

        “Moody’s
          Second Trigger Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which it is the case that a Moody’s Second Trigger
                    Event has occurred and been continuing for at least 30 Local
                    Business
                    Days, the sum, for each Transaction to which this Annex relates,
                    of an
                    amount equal to the following:

                


        

         

        
          	(1)  	
                  if
                    such Transaction is not a Transaction-Specific Hedge,
                    

                


        

         

        the
          greatest of (a) zero, (b) the amount of the next payment due to be paid
          by Party
          A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
          Exposure for such Transaction and such Valuation Date and (y) the least
          of (i)
          the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for such
          Transaction and such Valuation Date, (ii) the product of the Moody’s Second
          Trigger Notional Amount Multiplier and the Notional Amount for such Transaction
          for the Calculation Period which includes such Valuation Date, and (iii)
          the
          product of the applicable Moody’s Second Trigger Factor set forth in Table 2 and
          the Notional Amount for such Transaction for the Calculation Period which
          includes such Valuation Date;
          or

         

        
          	(2)  	
                  if
                    such Transaction is a Transaction-Specific Hedge,
                    

                


        

         

        the
          greatest of (a) zero, (b) the amount of the next payment due to be paid
          by Party
          A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
          Exposure for such Transaction and such Valuation Date and (y) the least
          of (i)
          the product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
          Multiplier and DV01 for such Transaction and such Valuation Date, (ii)
          the
          product of the Moody’s Second Trigger Transaction-Specific Hedge Notional Amount
          Multiplier and the Notional Amount for such Transaction for the Calculation
          Period which includes such Valuation Date, and (iii) the product of the
          applicable Moody’s Second Trigger Factor set forth in Table 3 and the Notional
          Amount for such Transaction for the Calculation Period which includes such
          Valuation Date; or 

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II) the
          Threshold for Party A for such Valuation Date.

         

        “Moody’s
          Second Trigger DV01 Multiplier”
          means
          60.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge DV01
          Multiplier”
          means
          75.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge Notional Amount
          Multiplier”
          means
          11%.

         

        “Moody’s
          Second Trigger Value”
          means,
          on any date and with respect to any Eligible Collateral other than Cash,
          the bid
          price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
          Valuation Percentage for such Eligible Collateral set forth in Paragraph
          13(b)(ii).

         

        “Moody’s
          Second Trigger Notional Amount Multiplier”
          means
          9%.

         

        “Pricing
          Sources”
          means
          the sources of financial information commonly known as Bloomberg, Bridge
          Information Services, Data Resources Inc., Interactive Data Services,
          International Securities Market Association, Merrill Lynch Securities Pricing
          Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing, JJ
          Kenny,
          S&P and Telerate.

         

        “S&P
          Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)
                    

                	
                  for
                    any Valuation Date on which an S&P Rating Threshold Event, has
                    occurred and been continuing for at least 30 days, an amount
                    equal to the
                    sum, for each Transaction to which this Annex relates, of the
                    sum of (1)
                    100.0% of the Secured Party’s Transaction Exposure for such Valuation Date
                    and (2) the product of the Volatility Buffer for such Transaction
                    and the
                    Notional Amount of such Transaction for the Calculation Period
                    of such
                    Transaction which includes such Valuation Date, or
                    

                


        

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II) the
          Threshold for Party A for such Valuation Date.

         

        “S&P
          Rating Threshold Event”
          means,
          on any date, no Relevant Entity has credit ratings from S&P which equal or
          exceed the S&P Approved Ratings Threshold.

         

        “S&P
          Value”
          means,
          on any date and with respect to any Eligible Collateral other than Cash,
          the
          product of (A) the bid price obtained by the Valuation Agent for such Eligible
          Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
          set forth in paragraph 13(b)(ii).

         

        “Swap
          Provider Trigger Event”
          means:
          (A) an Event of Default with respect to which Party A is a Defaulting Party,
          (B)
          a Termination Event with respect to which Party A is the sole Affected
          Party or
          (C) an Additional Termination Event with respect to which Party A is the
          sole
          Affected Party.

         

        “Transaction
          Exposure”
          means,
          for any Transaction, Exposure determined as if such Transaction were the
          only
          Transaction between the Secured Party and the Pledgor.

         

        “Transaction-Specific
          Hedge” means
          any
          Transaction that is an interest rate cap, interest rate floor or interest
          rate
          swaption, or an interest rate swap if (x) the notional amount of the interest
          rate swap is “balance guaranteed” or (y) the notional amount of the interest
          rate swap for any Calculation Period otherwise is not a specific dollar
          amount
          that is fixed at the inception of the Transaction.

         

        “Valuation
          Percentage”
          shall
          mean, for purposes of determining the S&P Value, Moody’s First Trigger
          Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
          or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
          Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
          such Eligible Collateral or Posted Collateral, respectively, in each case
          as set
          forth in Paragraph 13(b)(ii).

         

        “Value”
          shall
          mean, in respect of any date, the related S&P Value, the related Moody’s
          First Trigger Value, and the related Moody’s Second Trigger Value.

         

        “Volatility
          Buffer”
          means,
          for any Transaction, the related percentage set forth in the following
          table.


         

        
          	
                   

                  The
                    higher of the S&P short-term credit rating of (i) Party A and (ii) the
                    Credit Support Provider of Party A, if applicable

                	
                   

                  Remaining
                    Weighted Average Maturity 

                  up
                    to 3 years

                   

                	
                   

                  Remaining
                    Weighted Average Maturity

                  up
                    to 5 years

                   

                	
                   

                  Remaining
                    Weighted Average Maturity

                  up
                    to 10 years

                   

                	
                   

                  Remaining
                    Weighted Average Maturity

                  up
                    to 30 years

                   

                
	
                  At
                    least “A-2”

                	
                  2.75%

                	
                  3.25%

                	
                  4.00%

                	
                  4.75%

                
	
                  “A-3”

                	
                  3.25%

                	
                  4.00%

                	
                  5.00%

                	
                  6.25%

                
	
                  “BB+”
                    or
                    lower

                	
                  3.50%

                	
                  4.50%

                	
                  6.75%

                	
                  7.50%

                


        

        


         

        


         

        


         

        [Remainder
          of this page intentionally left blank]

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Table
          1

         

        Moody's
          First Trigger Factor

         

        
          	
                  Remaining

                  Weighted
                    Average Life 

                  of
                    Hedge in Years

                   

                	
                  Weekly

                  Collateral

                  Posting

                   

                
	
                  1
                    or less

                	
                  0.25%

                
	
                  More
                    than 1 but not more than 2

                	
                  0.50%

                
	
                  More
                    than 2 but not more than 3

                	
                  0.70%

                
	
                  More
                    than 3 but not more than 4

                	
                  1.00%

                
	
                  More
                    than 4 but not more than 5

                	
                  1.20%

                
	
                  More
                    than 5 but not more than 6

                	
                  1.40%

                
	
                  More
                    than 6 but not more than 7

                	
                  1.60%

                
	
                  More
                    than 7 but not more than 8

                	
                  1.80%

                
	
                  More
                    than 8 but not more than 9

                	
                  2.00%

                
	
                  More
                    than 9 but not more than 10

                	
                  2.20%

                
	
                  More
                    than 10 but not more than 11

                	
                  2.30%

                
	
                  More
                    than 11 but not more than 12

                	
                  2.50%

                
	
                  More
                    than 12 but not more than 13

                	
                  2.70%

                
	
                  More
                    than 13 but not more than 14

                	
                  2.80%

                
	
                  More
                    than 14 but not more than 15

                	
                  3.00%

                
	
                  More
                    than 15 but not more than 16

                	
                  3.20%

                
	
                  More
                    than 16 but not more than 17

                	
                  3.30%

                
	
                  More
                    than 17 but not more than 18

                	
                  3.50%

                
	
                  More
                    than 18 but not more than 19

                	
                  3.60%

                
	
                  More
                    than 19 but not more than 20

                	
                  3.70%

                
	
                  More
                    than 20 but not more than 21

                	
                  3.90%

                
	
                  More
                    than 21 but not more than 22

                	
                  4.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  4.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  4.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  4.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  4.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  4.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  4.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  4.00%

                
	
                  More
                    than 29

                	
                  4.00%

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Table
          2

         

        Moody's
          Second Trigger FActor for Interest Rate Swaps with Fixed Notional
          Amounts

         

        
          	
                  Remaining

                  Weighted
                    Average Life 

                  of
                    Hedge in Years

                   

                	
                  Weekly

                  Collateral
                    

                  Posting

                   

                
	
                  1
                    or less

                	
                  0.60%

                
	
                  More
                    than 1 but not more than 2

                	
                  1.20%

                
	
                  More
                    than 2 but not more than 3

                	
                  1.70%

                
	
                  More
                    than 3 but not more than 4

                	
                  2.30%

                
	
                  More
                    than 4 but not more than 5

                	
                  2.80%

                
	
                  More
                    than 5 but not more than 6

                	
                  3.30%

                
	
                  More
                    than 6 but not more than 7

                	
                  3.80%

                
	
                  More
                    than 7 but not more than 8

                	
                  4.30%

                
	
                  More
                    than 8 but not more than 9

                	
                  4.80%

                
	
                  More
                    than 9 but not more than 10

                	
                  5.30%

                
	
                  More
                    than 10 but not more than 11

                	
                  5.60%

                
	
                  More
                    than 11 but not more than 12

                	
                  6.00%

                
	
                  More
                    than 12 but not more than 13

                	
                  6.40%

                
	
                  More
                    than 13 but not more than 14

                	
                  6.80%

                
	
                  More
                    than 14 but not more than 15

                	
                  7.20%

                
	
                  More
                    than 15 but not more than 16

                	
                  7.60%

                
	
                  More
                    than 16 but not more than 17

                	
                  7.90%

                
	
                  More
                    than 17 but not more than 18

                	
                  8.30%

                
	
                  More
                    than 18 but not more than 19

                	
                  8.60%

                
	
                  More
                    than 19 but not more than 20

                	
                  9.00%

                
	
                  More
                    than 20 but not more than 21

                	
                  9.00%

                
	
                  More
                    than 21 but not more than 22

                	
                  9.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  9.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  9.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  9.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  9.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  9.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  9.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  9.00%

                
	
                  More
                    than 29

                	
                  9.00%

                


        

        


         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        


         


        Table
          3

         

        Moody's
          Second Trigger Factor for Transaction Specific Hedges

         

        


         

        
          	
                  Remaining

                  Weighted
                    Average Life 

                  of
                    Hedge in Years

                   

                	
                  Weekly

                  Collateral

                  Posting

                   

                
	
                  1
                    or less

                	
                  0.75%

                
	
                  More
                    than 1 but not more than 2

                	
                  1.50%

                
	
                  More
                    than 2 but not more than 3

                	
                  2.20%

                
	
                  More
                    than 3 but not more than 4

                	
                  2.90%

                
	
                  More
                    than 4 but not more than 5

                	
                  3.60%

                
	
                  More
                    than 5 but not more than 6

                	
                  4.20%

                
	
                  More
                    than 6 but not more than 7

                	
                  4.80%

                
	
                  More
                    than 7 but not more than 8

                	
                  5.40%

                
	
                  More
                    than 8 but not more than 9

                	
                  6.00%

                
	
                  More
                    than 9 but not more than 10

                	
                  6.60%

                
	
                  More
                    than 10 but not more than 11

                	
                  7.00%

                
	
                  More
                    than 11 but not more than 12

                	
                  7.50%

                
	
                  More
                    than 12 but not more than 13

                	
                  8.00%

                
	
                  More
                    than 13 but not more than 14

                	
                  8.50%

                
	
                  More
                    than 14 but not more than 15

                	
                  9.00%

                
	
                  More
                    than 15 but not more than 16

                	
                  9.50%

                
	
                  More
                    than 16 but not more than 17

                	
                  9.90%

                
	
                  More
                    than 17 but not more than 18

                	
                  10.40%

                
	
                  More
                    than 18 but not more than 19

                	
                  10.80%

                
	
                  More
                    than 19 but not more than 20

                	
                  11.00%

                
	
                  More
                    than 20 but not more than 21

                	
                  11.00%

                
	
                  More
                    than 21 but not more than 22

                	
                  11.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  11.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  11.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  11.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  11.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  11.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  11.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  11.00%

                
	
                  More
                    than 29

                	
                  11.00%

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
          representatives as of the date of the Agreement.

         

        
          	
                  Swiss
                    Re Financial Products Corporation

                   

                	
                  HSBC
                    Bank USA, National Association, not in its individual capacity
                    but solely
                    as Supplemental Interest Trust Trustee on behalf of the Supplemental
                    Interest Trust with respect to the Nomura Home Equity Loan, Inc.,
                    Home
                    Equity Loan Trust, Series 2006-AF1, Asset-Backed Certificates,
                    Series
                    2006-AF1

                   

                
	
                  By: /s/
                    David
                    Starr               
                    

                  Name:
                    David Starr

                  Title:
                    Vice President

                  Date:
                    November 9, 2006

                	
                  By: /s/
                    Elena
                    Zheng                  
                    

                  Name:
                    Elena Zheng

                  Title:
                    Assistant Vice President

                  Date:
                    November 9, 2006