Unassociated Document


    SERVICER
      APPOINTMENT, ASSUMPTION AND 

    AMENDMENT
      AGREEMENT

    


    THIS
      SERVICER APPOINTMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”),
      dated as of January 2, 2007, is by and among Nomura Home Equity Loan, Inc.,
      as
      depositor (the “Depositor”), Nomura Credit & Capital, Inc., as seller (in
      such capacity, the “Sponsor”), Wells Fargo Bank, National Association, as
      servicer (“Wells Fargo”), Wells Fargo Bank, National Association, as master
      servicer (the “Master Servicer”) and securities administrator (the “Securities
      Administrator”), and HSBC Bank USA, National Association, as trustee (the
“Trustee”).

    


    W
      I T N E
      S S E T H

    


    WHEREAS,
      the Depositor, the Sponsor, the Master Servicer, the Securities Administrator,
      GMAC Mortgage, LLC (“GMACM”) and the Trustee entered into the Pooling and
      Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of October
      1, 2006, relating to Nomura Home Equity Loan, Inc., Asset Backed Certificates,
      Series 2006-AF1;

    


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

    


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


    


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

    


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

    


    SECTION
      1. Defined Terms.

    


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

    


    SECTION
      2. Appointment of Servicer.

    


    (a) The
      Sponsor hereby proposes that Wells Fargo be appointed as the Servicer under
      the
      Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans
      and, subject to the satisfaction of the conditions precedent set forth in
      Section 5 of this Agreement, the Sponsor will provide written notification
      to
      GMACM of its termination as the Servicer under the Pooling and Servicing
      Agreement with respect to the Transferred Mortgage Loans to be effective on
      January 2, 2007 (the “Termination Date”).

    


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

    


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

    


    (d) Wells
      Fargo hereby represents and warrants, as of the date hereof, that it (i) is
      a
      Fannie Mae and Freddie Mac approved seller/servicer in good standing and has
      a
      net worth of at least $15,000,000; (ii) meets all requirements of a servicer
      set
      forth in Section 8.02 of the Pooling and Servicing Agreement, (iii) accepts
      the
      appointment as the Servicer of the Transferred Mortgage Loans under the Pooling
      and Servicing Agreement, (iii) assumes and agrees to discharge the due and
      punctual performance and observance of each covenant and condition to be
      performed and observed by the Servicer under the Pooling and Servicing
      Agreement, as amended hereby, and (iv) assumes and agrees, as of the date
      hereof, to be bound by all terms and conditions of the Pooling and Servicing
      Agreement, as amended hereby.

    


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

    


    SECTION
      3. Amendments to Pooling and Servicing Agreement.

    


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

    


    “Wells
      Fargo:
      Wells
      Fargo Bank, National Association, acting in its capacity as the
      Servicer.”

    


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

     

    (b) The
      definition of Servicer in Article 1 of the Pooling and Servicing Agreement
      is
      hereby amended by replacing “GMAC Mortgage Corporation” with “Wells Fargo Bank,
      National Association.”

    


    (c)  Each
      reference in the Pooling and Servicing Agreement to “GMACM Mortgage Loans” is
      hereby deemed to be a reference to “Wells Fargo Mortgage Loans.”

    


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

    


    (i) It
      is
      duly organized and is validly existing and in good standing under the laws
      of
      the United States and is duly authorized and qualified to transact any and
      all
      business contemplated by this Agreement to be conducted by it in any state
      in
      which a Mortgaged Property is located or is otherwise not required under
      applicable law to effect such qualification and, in any event, is in compliance
      with the doing business laws of any such state, to the extent necessary to
      ensure its ability to service the 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 Mortgage Loan, and to
      execute, deliver and perform, and to enter into and consummate the transactions
      contemplated by this Agreement and has duly authorized by all necessary
      corporate action on its part the execution, delivery and performance of this
      Agreement; and this Agreement, assuming the due authorization, execution and
      delivery hereof by the other parties hereto, constitutes its legal, valid and
      binding obligation, enforceable against it in accordance with its terms, except
      that (a) the enforceability hereof may be limited by the effect of insolvency,
      liquidation, conservatorship and other similar laws administered by the Federal
      Deposit Insurance Corporation affecting the enforcement of contract obligations
      of insured banks and (b) the remedy of specific performance and injunctive
      and
      other forms of equitable relief may be subject to equitable defenses and to
      the
      discretion of the court before which any proceeding therefor may be brought
      and
      further subject to public policy with respect to indemnity and contribution
      under applicable securities law.

    


    (iii) The
      execution and delivery of this Agreement by it, the servicing of the 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 Mortgage Loans
      or
      to perform any of its other obligations under this Agreement in accordance
      with
      the terms hereof.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    “By
      March
      15 of each year, the Master Servicer and the Securities Administrator, and
      by
      March 1 (but in no event later than March 10) of each year, the Servicer, each
      commencing in March 2007, 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.”

    


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

    


    “(a) If
      at any
      time, the Sponsor acquires from Wells Fargo Bank, N.A. the rights to service
      any
      of the Mortgage Loans, then Wells Fargo Bank, N.A. shall continue to service
      the
      related Mortgage Loans as the Servicer hereunder. Upon Sponsor acquiring the
      Servicing Rights, the Sponsor may, at its option, terminate the servicing
      responsibilities of Wells Fargo Bank, N,A., as Servicer hereunder with respect
      to any such Mortgage Loans without cause. No such termination shall become
      effective unless and until a successor to Wells Fargo Bank, N.A. 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 to Wells Fargo Bank, N.A. meets the eligibility criteria
      contained in Section 8.02, (ii) the Trustee 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 Wells
      Fargo Bank, N.A. hereunder to the extent of the related Mortgage Loans and
      (v)
      all amounts reimbursable to Wells Fargo Bank, N.A. pursuant to the terms of
      this
      Agreement shall have been paid to Wells Fargo Bank, N.A. 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
      Wells Fargo Bank, N.A. and all out-of-pocket expenses of Wells Fargo Bank,
      N.A.
      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.”

    


    (i)
       Section
      7.06(b) of the Pooling and Servicing Agreement is hereby amended by deleting
      the
      section in its entirety.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (i) The
      Sponsor is duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware and is duly authorized and qualified to transact any
      and all business contemplated by this Agreement to be conducted by the Sponsor
      in any state in which a Mortgaged Property is located or is otherwise not
      required under applicable law to effect such qualification and, in any event,
      is
      in compliance with the doing business laws of any such state, to the extent
      necessary to ensure its ability to enforce each Mortgage Loan, to sell the
      Mortgage Loans in accordance with the terms of this Agreement and to perform
      any
      of its other obligations under this Agreement in accordance with the terms
      hereof.

    


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

    


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

    


    (v) 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.

     

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

     

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

    


    SECTION
      5. Conditions Precedent.

    


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

    


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

    


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

    


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

    


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

    


    SECTION
      6. Effectiveness of this Agreement.

    


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

    


    SECTION
      7. Binding Effect.

    


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

    


    SECTION
      8. Governing Law.

    


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

    


    SECTION
      9. Severability of Provisions.

    


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

    


    SECTION
      10. Section Headings.

    


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

    


    SECTION
      11. Counterparts.

    


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

    


    [signature
      pages follow]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    




    
      
        
        

      

    

    
      
      

    


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

    


    
      	 	
              NOMURA
                HOME EQUITY LOAN, INC.,

            
	 	
              as
                Depositor

            
	 	 	 
	 	
              By:

            	
              /s/
                John P. Graham

            
	 	
              Name:
                

            	
              John
                P. Graham

            
	 	
              Title:
                

            	
              Managing
                Director

            
	 	 	 
	 	
              NOMURA
                CREDIT & CAPITAL, INC.,

            
	 	
              as
                Sponsor 

            
	 	 	 
	 	
              By:

            	
              /s/
                Timothy P.F. Crowley

            
	 	
              Name:
                

            	
              Timothy
                P.F. Crowley 

            
	 	
              Title:
                

            	
              Vice
                President

            
	 	 	 
	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

            
	 	
              as
                Servicer 

            
	 	 	 
	 	
              By:

            	
              /s/
                Ruth M. Kovalski

            
	 	
              Name:
                

            	
              Ruth
                M. Kovalski

            
	 	
              Title:
                

            	
              Vice
                President

            
	 	 	 
	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

            
	 	
              as
                Master Servicer and Securities Administrator 

            
	 	 	 
	 	
              By:

            	/s/
              Kristin Ann Cronin 
	 	
              Name:
                

            	Kristin
              Ann Cronin 
	 	
              Title:
                

            	Vice
              President 
	 	 	 
	 	
              HSBC
                BANK USA, NATIONAL ASSOCIATION 

            
	 	
              as
                Trustee

            
	 	 	 
	 	
              By:

            	
              /s/
                Elena Zheng

            
	 	
              Name:
                

            	
              Elena
                Zheng

            
	 	
              Title:
                

            	
              Assistant
                Vice President

            


    

    


    



    SCHEDULE
      1

    


    SCHEDULE
      OF TRANSFERRED MORTGAGE LOANS