Unassociated Document


     

     

     

    

      NOMURA
        ASSET ACCEPTANCE CORPORATION,

       

      Depositor

       

      


       

      NOMURA
        CREDIT & CAPITAL, INC.,

       

      Sponsor

       

      


       

      WELLS
        FARGO BANK, NATIONAL ASSOCIATION,

       

      Master
        Servicer and Securities Administrator

       

       

      and

      


       

      HSBC
        BANK
        USA, NATIONAL ASSOCIATION

       

      Trustee

       

      
        	 	 	 


      

      


       

      


       

      POOLING
        AND SERVICING AGREEMENT

       

      Dated
        as
        of August 1, 2006

       

      
        	 	 	 


      

      


       

      NOMURA
        ASSET ACCEPTANCE CORPORATION

       

      MORTGAGE
        PASS-THROUGH CERTIFICATES, SERIES 2006-WF1

       

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      



      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 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.

              
	
                Section
                  2.08

              	
                Issuance
                  of the Class R Certificates.

              
	
                Section
                  2.09

              	
                Establishment
                  of Trust.

              
	
                Section
                  2.10

              	
                Purpose
                  and Powers of the Trust.

                 

              
	
                ARTICLE
                  III

                ADMINISTRATION
                  OF THE MORTGAGE LOANS; ACCOUNTS

                 

              
	
                Section
                  3.01

              	
                Reserved.

              
	
                Section
                  3.02

              	
                Reserved.

              
	
                Section
                  3.03

              	
                Reserved.

              
	
                Section
                  3.04

              	
                Reserved.

              
	
                Section
                  3.05

              	
                Reserved.

              
	
                Section
                  3.06

              	
                Reserved.

              
	
                Section
                  3.07

              	
                Reserved.

              
	
                Section
                  3.08

              	
                Reserved.

              
	
                Section
                  3.09

              	
                Reserved.

              
	
                Section
                  3.10

              	
                Reserved.

              
	
                Section
                  3.11

              	
                Reserved.

              
	
                Section
                  3.12

              	
                Reserved.

              
	
                Section
                  3.13

              	
                Annual
                  Statement as to Compliance.

              
	
                Section
                  3.14

              	
                Assessments
                  of Compliance and Attestation Reports.

              
	
                Section
                  3.15

              	
                Reserved.

              
	
                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

              	
                Reserved.

              
	
                Section
                  3.21

              	
                Reserved.

              
	
                Section
                  3.22

              	
                Reserved.

              
	
                Section
                  3.23

              	
                Reserved.

              
	
                Section
                  3.24

              	
                Optional
                  Purchase of Defaulted Mortgage Loans.

              
	
                Section
                  3.25

              	
                Obligations
                  of the Servicer Under Credit Risk Management Agreement.

              
	
                Section
                  3.26

              	
                Reserved.

              
	
                Section
                  3.27

              	
                Reserved.

              
	
                Section
                  3.28

              	
                Reserved.

              
	
                Section
                  3.29

              	
                Reserved.

              
	
                Section
                  3.30

              	
                Reserved.

              
	
                Section
                  3.31

              	
                Distribution
                  Account.

              
	
                Section
                  3.32

              	
                Permitted
                  Withdrawals and Transfers from the Distribution
                  Account.

              
	
                Section
                  3.33

              	
                Duties
                  of the Credit Risk Manager; Termination.

              
	
                Section
                  3.34

              	
                Limitation
                  Upon Liability of the Credit Risk Manager.

                 

              
	
                ARTICLE
                  IV

                ADMINISTRATION
                  AND MASTER SERVICING OF THE MORTGAGE LOANS

                 

              
	
                Section
                  4.01

              	
                The
                  Master Servicer.

              
	
                Section
                  4.02

              	
                Monitoring
                  of Servicer.

              
	
                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

              	
                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 AND THE MASTER SERVICER

                 

              
	
                Section
                  7.01

              	
                Liabilities
                  of the Depositor and the Master Servicer.

              
	
                Section
                  7.02

              	
                Merger
                  or Consolidation of the Depositor 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

              	
                Reserved.

              
	
                Section
                  7.06

              	
                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 Master Servicer.

                 

              
	
                ARTICLE
                  VIII

                DEFAULT;
                  TERMINATION OF SERVICER AND MASTER SERVICER

                 

              
	
                Section
                  8.01

              	
                Events
                  of Default.

              
	
                Section
                  8.02

              	
                Master
                  Servicer 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.

              
	 	 
	 	 
	
                EXHIITS

                 

              	 
	
                Exhibit
                  A-1

              	
                Form
                  of Class A-[1][2][3][4][5][6] Certificates

              
	
                Exhibit
                  A-2 

              	
                Form
                  of Class M-[1][2][3][4] 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
                  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

              
	 	 
	
                Schedule
                  I

              	
                PMI
                  Coverage Percentage

              


      

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

      POOLING
        AND SERVICING AGREEMENT, dated as of August 1, 2006, among NOMURA ASSET
        ACCEPTANCE CORPORATION, a Delaware corporation, as depositor (the “Depositor”),
        NOMURA CREDIT & CAPITAL, INC., a Delaware corporation, as seller (in such
        capacity, the “Sponsor”), 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 (and exclusive of
        the
        Cap Contact and the Net WAC Reserve Fund) 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 IA Regular Interests. None of the REMIC I
        Regular Interests will be certificated.

       

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      
        	
                Designation

              	
                Initial
                  Uncertificated

                Principal
                  Balance

              	
                Uncertificated

                REMIC I

                Pass-Through
                  Rate

              	
                Assumed
                  Final Maturity Date(1)

              
	
                LT-AA

              	
                $ 334,159,462.12

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                LT-A1

              	
                $   
                   1,339,550.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                LT-A2

              	
                $      
                   284,800.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                LT-A3

              	
                $      
                   378,860.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                LT-A4

              	
                $      
                   504,230.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                LT-A5

              	
                $      
                   261,490.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                LT-A6

              	
                $      
                   306,700.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                LT-M1

              	
                $      
                   117,640.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                LT-M2

              	
                $      
                   104,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                LT-M3

              	
                $         
                   59,670.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                LT-M4

              	
                $         
                   34,100.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                LT-ZZ

              	
                $
                      3,428,540.86

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                LT-P

              	
                $              
                   100.00

              	
                N/A

              	
                June
                  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.

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      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
        Certificates that represents one or more of the “regular interests” in
        REMIC II created hereunder:

      


      
        	
                Class
                  Designation

              	
                Initial
                  Certificate

                Principal
                  Balance

              	
                Pass-Through
                  Rate

              	
                Assumed
                  Final Maturity Date(1)

              
	
                Class
                  A-1

              	
                $ 133,955,000

              	
                Class
                  A-1 Pass-Through Rate

              	
                June
                  25, 2036

              
	
                Class
                  A-2

              	
                $ 
                   28,480,000

              	
                Class
                  A-2 Pass-Through Rate

              	
                June
                  25, 2036

              
	
                Class
                  A-3

              	
                $ 
                   37,886,000

              	
                Class
                  A-3 Pass-Through Rate

              	
                June
                  25, 2036

              
	
                Class
                  A-4

              	
                $ 
                   50,423,000

              	
                Class
                  A-4 Pass-Through Rate

              	
                June
                  25, 2036

              
	
                Class
                  A-5

              	
                $ 
                   26,149,000

              	
                Class
                  A-5 Pass-Through Rate

              	
                June
                  25, 2036

              
	
                Class
                  A-6

              	
                $ 
                   30,670,000

              	
                Class
                  A-6 Pass-Through Rate

              	
                June
                  25, 2036

              
	
                Class
                  M-1

              	
                $ 
                   11,764,000

              	
                Class
                  M-1 Pass-Through Rate

              	
                June
                  25, 2036

              
	
                Class
                  M-2

              	
                $ 
                   10,400,000

              	
                Class
                  M-2 Pass-Through Rate

              	
                June
                  25, 2036

              
	
                Class
                  M-3

              	
                $   
                   5,967,000

              	
                Class
                  M-3 Pass-Through Rate

              	
                June
                  25, 2036

              
	
                Class
                  M-4

              	
                $   
                   3,410,000

              	
                Class
                  M-4 Pass-Through Rate

              	
                June
                  25, 2036

              
	
                Class
                  X 

              	
                    
                  $1,875,042.98 (2)

              	
                Class
                  X Pass-Through Rate

              	
                June
                  25, 2036

              
	
                Class
                  P 

              	
                $         
                   100.00

              	
                N/A(3)

              	
                June
                  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 Class of
                  Certificates.

              
	
                (2)

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

              
	
                (3)

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

              


      

      


       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      In
        consideration of the mutual agreements herein contained, the Depositor, 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-1 Certificates), the
        calendar month immediately preceding such Distribution Date. With respect
        to the
        Class A-1 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-1 Certificates) will be based on a 360-day year
        consisting of twelve 30-day months. All calculations of interest on the Class
        A-1 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 5.12 of this Agreement.

       

      Additional
        Form 10-D Disclosure:
        Has the
        meaning set forth in Section 5.12(a) of this Agreement.

       

      Additional
        Form 10-K Disclosure:
        Has the
        meaning set forth in Section 5.12(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 the Servicer pursuant to the Servicing Agreement
        or
        by the Trustee pursuant to Section 5.01.

       

      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.

       

      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 August
        31, 2006, among the Sponsor, the Depositor and the 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 July 2036. 

       

      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, 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.

       

      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
        the 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-1 Certificates attached hereto as Exhibit
        P.

       

      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-5.

       

      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 $1,875,043.00.

       

      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 any Subsequent
        Recoveries added to the Certificate Principal Balance of such Certificate
        pursuant to Section 5.05(f) 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 the Percentage Interest of distributions provided
        for
        the Class A-1 Certificates as set forth herein and evidencing a Regular Interest
        in REMIC II.

       

      Class
        A-1 Pass-Through Rate:
        With
        respect to any Distribution Date, One-Month LIBOR plus 0.10% per annum, subject
        to a cap equal to the Net WAC Rate Cap 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 a Regular Interest
        in REMIC II.

       

      Class
        A-2 Pass-Through Rate:
        With
        respect to any Distribution Date, 5.755% per annum, subject to a cap equal
        to
        the Net WAC Rate Cap 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 a Regular Interest
        in REMIC II.

       

      Class
        A-3 Pass-Through Rate:
        With
        respect to any Distribution Date, 5.769% per annum, subject to a cap equal
        to
        the Net WAC Rate Cap 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 a Regular Interest
        in REMIC II.

       

      Class
        A-4 Pass-Through Rate:
        With
        respect to any Distribution Date, 6.026% per annum, subject to a cap equal
        to
        the Net WAC Rate Cap for such Distribution Date.

       

      Class
        A-5 Certificate:
        Any
        Certificate designated as a “Class A-5 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-5 Certificates as set forth herein and evidencing a Regular Interest
        in REMIC II.

       

      Class
        A-5 Pass-Through Rate:
        Shall
        mean (i) with respect to any Distribution Date which occurs on or prior to
        the
        Optional Termination Date, 6.257% per annum and (ii) with respect to each
        Distribution Date which occurs thereafter, 6.757% per annum, in each case,
        subject to a cap equal to the Net WAC Rate Cap for such Distribution
        Date.

       

      Class
        A-6 Certificate:
        Any
        Certificate designated as a “Class A-6 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-6 Certificates as set forth herein and evidencing a Regular Interest
        in REMIC II.

       

      Class
        A-6 Pass-Through Rate:
        Shall
        mean (i) with respect to any Distribution Date which occurs on or prior to
        the
        Optional Termination Date, 5.840% per annum and (ii) with respect to each
        Distribution Date which occurs thereafter, 6.340% per annum, in each case,
        subject to a cap equal to the Net WAC Rate Cap for such Distribution
        Date.

       

      Class
        A-6 Lockout Principal Distribution Amount:
        With
        respect to any Distribution Date will be an amount equal to the least of
        (i) the
        Certificate Principal Balance of the Class A-6 Certificates, (ii) the Senior
        Principal Distribution Amount for such Distribution Date and (iii) the Class
        A-6
        Lockout Distribution Percentage for that Distribution Date multiplied by
        the
        product of (x) a fraction, the numerator of which is the Certificate Principal
        Balance of the Class A-6 Certificates and the denominator of which is the
        aggregate Certificate Principal Balance of all of the Senior Certificates,
        in
        each case immediately prior to such Distribution Date and (y) the Senior
        Principal Distribution Amount for such Distribution Date.

       

      Class
        A-6 Lockout Distribution Percentage:
        With
        respect to each Distribution Date, the applicable percentage set forth
        below:

       

      
        	
                Distribution
                  Dates

              	
                Class
                  A-6 Lockout

                Distribution

                Percentage

              
	
                September
                  2006 through and including August 2009

              	
                   
                  0%

              
	
                September
                  2009 through and including August 2011

              	
                 
                  45%

              
	
                September
                  2011 through and including August 2012

              	
                 
                  80%

              
	
                September
                  2012 through and including August 2013

              	
                100%

              
	
                September
                  2013 and thereafter

              	
                300%

              


      

      


      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 a Regular Interest
        in REMIC II.

       

      Class
        M-1 Pass-Through Rate:
        Shall
        mean (i) with respect to each Distribution Date which occurs on or prior
        to the
        Optional Termination Date, 6.132% per annum and (ii) with respect to each
        Distribution Date which occurs thereafter, 6.632% per annum, in each case
        subject to a cap equal to the Net WAC Rate Cap 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 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 of the Senior Principal Distribution Amount;
                and

            


       

      	·  	
              the
                excess, if any, of (A) the aggregate Certificate Principal Balance
                of the
                Class M-1 Certificates immediately prior to that Distribution Date
                over
                (B) the positive difference between (i) the aggregate Stated Principal
                Balance of the Mortgage Loans as of the last day of the related Due
                Period
                (after reduction for Realized Losses incurred during the related
                Prepayment Period) and (ii) the sum of (x) the aggregate Certificate
                Principal Balance of the Senior Certificates after taking into account
                the
                payment of the Senior Principal Distribution Amount for such Distribution
                Date and (y) the product of (a) the aggregate Stated Principal Balance
                of
                the Mortgage Loans as of the last day of the related Due Period (after
                reduction for Realized Losses incurred during the related Prepayment
                Period) and (b) the sum of 11.60% and the Required Overcollateralization
                Percentage.

            


       

      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 a Regular Interest
        in REMIC II.

       

      Class
        M-2 Pass-Through Rate:
        Shall
        mean (i) with respect to each Distribution Date which occurs on or prior
        to the
        Optional Termination Date, 6.429% per annum and (ii) with respect to each
        Distribution Date which occurs thereafter, 6.929% per annum, in each case
        subject to a cap equal to the Net WAC Rate Cap 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 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 of the Senior Principal Distribution Amount and the
                Class M-1
                Principal Distribution Amount; and

            


       

      	·  	
              the
                excess, if any, of (A) the aggregate Certificate Principal Balance
                of the
                Class M-2 Certificates immediately prior to that Distribution Date
                over
                (B) the positive difference between (i) the aggregate Stated Principal
                Balance of the Mortgage Loans as of the last day of the related Due
                Period
                (after reduction for Realized Losses incurred during the related
                Prepayment Period) and (ii) the sum of (x) the aggregate Certificate
                Principal Balance of the Senior Certificates and the Class M-1
                Certificates after taking into account the payment of the Senior
                Principal
                Distribution Amount and the Class M-1 Principal Distribution Amount
                for
                such Distribution Date and (y) the product of (a) the aggregate Stated
                Principal Balance of the Mortgage Loans as of the last day of the
                related
                Due Period (after reduction for Realized Losses incurred during the
                related Prepayment Period) and (b) the sum of 5.50% and the Required
                Overcollateralization Percentage.

            


       

      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 a Regular Interest
        in REMIC II.

       

      Class
        M-3 Pass-Through Rate:
        Shall
        mean (i) with respect to each Distribution Date which occurs on or prior
        to the
        Optional Termination Date, 6.700% per annum and (ii) with respect to each
        Distribution Date which occurs thereafter, 7.200% per annum, in each case
        subject to a cap equal to the Net WAC Rate Cap 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 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 of the Senior Principal Distribution Amount, the Class
                M-1
                Principal Distribution Amount and the Class M-2 Principal Distribution
                Amount; and

            


       

      	·  	
              the
                excess, if any, of (A) the aggregate Certificate Principal Balance
                of the
                Class M-3 Certificates immediately prior to that Distribution Date
                over
                (B) the positive difference between (i) the aggregate Stated Principal
                Balance of the Mortgage Loans as of the last day of the related Due
                Period
                (after reduction for Realized Losses incurred during the related
                Prepayment Period) and (ii) the sum of (x) the aggregate Certificate
                Principal Balance of the Senior Certificates, the Class M-1 Certificates
                and the Class M-2 Certificates (after taking into account the payment
                of
                the Senior Principal Distribution Amount, the Class M-1 Principal
                Distribution Amount and the Class M-2 Principal Distribution Amount
                for
                such Distribution Date) and (y) the product of (a) the aggregate
                Stated
                Principal Balance of the Mortgage Loans as of the last day of the
                related
                Due Period (after reduction for Realized Losses incurred during the
                related Prepayment Period) and (b) the sum of 2.00% and the Required
                Overcollateralization Percentage.

            


       

      Class
        M-4 Certificate:
        Any
        Certificate designated as a “Class M-4 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-4 Certificates as set forth herein and evidencing a Regular Interest
        in REMIC II.

       

      Class
        M-4 Pass-Through Rate:
        Shall
        mean (i) with respect to each Distribution Date which occurs on or prior
        to the
        Optional Termination Date, 6.700% per annum and (ii) with respect to each
        Distribution Date which occurs thereafter, 7.300% per annum, in each case
        subject to a cap equal to the Net WAC Rate Cap for such Distribution
        Date.

       

      Class
        M-4 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 of the Senior Principal Distribution Amount,
        the
        Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
        Amount and the Class M-3 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 of the Senior Principal Distribution Amount, the Class
                M-1
                Principal Distribution Amount, the Class M-2 Principal Distribution
                Amount
                and the Class M-3 Principal Distribution Amount;
                and

            


       

      	·  	
              the
                excess, if any, of (A) the aggregate Certificate Principal Balance
                of the
                Class M-4 Certificates immediately prior to that Distribution Date
                over
                (B) the positive difference between (i) the aggregate Stated Principal
                Balance of the Mortgage Loans as of the last day of the related Due
                Period
                (after reduction for Realized Losses incurred during the related
                Prepayment Period) and (ii) the sum of (x) the aggregate Certificate
                Principal Balance of the Senior Certificates, the Class M-1 Certificates,
                the Class M-2 Certificates and the Class M-3 Certificates (after
                taking
                into account the payment of the Senior Principal Distribution Amount,
                the
                Class M-1 Principal Distribution Amount, the Class M-2 Principal
                Distribution Amount and the Class M-3 Principal Distribution Amount
                for
                such Distribution Date) and (y) the product of (a) the aggregate
                Stated
                Principal Balance of the Mortgage Loans as of the last day of the
                related
                Due Period (after reduction for Realized Losses incurred during the
                related Prepayment Period) and (b) the Required Overcollateralization
                Percentage.

            


       

      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 II.

       

      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 and Class R-2 Interest.

       

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

       

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

       

      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 a Regular Interest in
        REMIC II.

       

      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 items 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 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 (L) below, and the denominator of which is the aggregate
        of the Uncertificated Principal Balances of the REMIC I Regular Interests
        (other than REMIC I Regular Interest LT-P). For purposes of calculating the
        Pass-Through Rate for the Class X Certificates, the numerator is equal to
        the
        sum of the following components:

       

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

       

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

       

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

       

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

       

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

       

      (F)
         the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest LT-A5
        minus the Marker Rate, applied to an amount equal to the Uncertificated
        Principal Balance of REMIC I Regular Interest LT-A5;

       

      (G)
         the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest LT-A6
        minus the Marker Rate, applied to an amount equal to the Uncertificated
        Principal Balance of REMIC I Regular Interest LT-A6;

       

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

       

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

       

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

       

      (K) the
        Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest LT-M4
        minus the Marker Rate, applied to an amount equal to the Uncertificated
        Principal Balance of REMIC I Regular Interest LT-M4; and

       

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

       

      Cleanup
        Call:
        As
        defined in Section 10.01.

       

      Closing
        Date:
        August
        30, 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, an amount to be deposited in the Distribution
        Account by the Servicer pursuant to the Servicing Agreement or the Master
        Servicer pursuant to this Agreement to offset a Prepayment Interest Shortfall
        on
        a Mortgage Loan; provided, however that the amount of Compensating Interest
        required to be paid in respect of the Mortgage Loans shall not exceed the
        Servicing Fee payable to the Servicer or, in the case of the Master Servicer,
        shall not exceed the Master Servicing Compensation payable to the Master
        Servicer with respect to the related Prepayment Period.

       

      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 Asset Acceptance Corp., 2006-WF1 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 Servicer, 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 (NAAC 2006-WF1), 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 (NAAC 2006-WF1) (or for overnight deliveries, at
        9062
        Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
        Services-Client Manager (NAAC 2006-WF1)), 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 Servicer and
        the
        Trustee.

       

      Corresponding
        Certificate:
        With
        respect to:

       

      
        	 	
                (i)

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

              
	 	
                (ii)

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

              
	 	
                (iii)

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

              
	 	
                (iv)

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

              
	 	
                (v)

              	
                REMIC
                  I Regular Interest LT-A5, the Class A-5 Certificates;

              
	 	
                (vi)

              	
                REMIC
                  I Regular Interest LT-A6, the Class A-6 Certificates;

              
	 	
                (vii)

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

              
	 	
                (viii)

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

              
	 	
                (ix)

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

              
	 	
                (x)

              	
                REMIC
                  I Regular Interest LT-M4, the Class M-4 Certificates;
                  and

              
	 	
                (xi)

              	
                REMIC
                  I Regular Interest LT-P, the Class P
                  Certificates.

              


      

      


      Coverage
        Percentage:
        With
        respect to each Covered Mortgage Loan, the percentage of coverage provided
        by
        the PMI Policy (as set forth in Schedule I, which will remain static throughout
        the life of the transaction).

       

      Covered
        Mortgage Loan:
        Each
        Mortgage Loan covered by the PMI Policy, as identified on the schedule attached
        hereto as Schedule 2.

       

      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 Management Agreement:
        The
        agreement between the Credit Risk Manager and the Servicer and/or Master
        Servicer, dated as of August 30, 2006.

       

      Credit
        Risk Management Fee:
        As to
        each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
        the
        Credit Risk Management Fee Rate multiplied by the Stated Principal Balance
        of
        such Mortgage Loan as of the last day of the related Due Period. The Credit
        Risk
        Management Fee shall be payable to the Credit Risk Manager and/or the Sponsor
        pursuant to Section 3.32(a)(vii) and 3.33(b).

       

      Credit
        Risk Management Fee Rate:
        0.005%
        per annum.

       

      Credit
        Risk Manager:
        Portfolio Surveillance Analytics, LLC, and its successors and
        assigns.

       

      Custodial
        Account:
        The
        account established and maintained by the Servicer with respect to receipts
        on
        the Mortgage Loans and related REO Properties in accordance with the terms
        and
        conditions of the Servicing Agreement.

       

      Custodial
        Agreement:
        The
        Custodial Agreement dated as of August 1, 2006 among the Custodian, the Servicer
        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:
        August
        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.

       

      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
        Asset Acceptance Corporation, 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
        Asset Acceptance Corp., Mortgage Pass-Through Certificates, Series 2006-WF1”.
        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 September 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.

       

      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 and Class R Certificates.

       

      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 Credit Risk Management Fee Rate, the Servicing Fee Rate, the Master
        Servicing Fee Rate and the PMI Insurer Fee Rate, if applicable. In attributable
        to the Mortgage Loans.

       

      Extra
        Principal Distribution Amount:
        With
        respect to any Distribution Date, the lesser of (x) the Net Monthly Excess
        Cashflow for such Distribution Date and (y) the Overcollateralization Increase
        Amount for such Distribution Date.

       

      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 Servicer pursuant to the Servicing Agreement that
        all
        Insurance Proceeds, Liquidation Proceeds and other payments or recoveries
        which
        the Servicer, in its reasonable good faith judgment, expects to be finally
        recoverable in respect thereof have been so recovered. The Servicer shall
        maintain records of each Final Recovery Determination made thereby.

       

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

       

      Fitch:
        Fitch
        Ratings.

       

      Form
        8-K Disclosure Information:
        Has the
        meaning set forth in Section 5.12(b) of this Agreement.

       

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

       

      Indemnified
        Persons:
        The
        Trustee, the Master 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,
        the 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, the Servicer, the Sponsor, any originator or any Affiliate
        thereof, and (c) is not connected with the Depositor, the Master Servicer,
        the
        Securities Administrator, the 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, the 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, the 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 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 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 and
        Class
        R 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-1 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-1 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 Credit Risk Management Fee and the PMI Insurer Fee, if applicable, (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 Servicer pursuant
        to
        the Servicing Agreement or the Master Servicer pursuant to this 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.

       

      Last
        Scheduled Distribution Date:
        The
        Distribution Date in June 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 REMIC I and REMIC II 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
        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 Certificates and any Distribution Date, a per annum
        rate
        equal to two (2) times the weighted average of the Uncertificated REMIC I
        Pass-Through Rates for REMIC I Regular Interest LT-A1, REMIC I Regular Interest
        LT-A2, REMIC I Regular Interest LT-A3, REMIC I Regular Interest LT-A4, REMIC
        I
        Regular Interest LT-A4, REMIC I Regular Interest LT-A5, REMIC I Regular Interest
        LT-A6, REMIC I Regular Interest LT-M1, REMIC I Regular Interest LT-M2, REMIC
        I
        Regular Interest LT-M3 and REMIC I Regular Interest LT-ZZ, with the rate
        on each
        such REMIC I Regular Interest subject to a cap equal to the Pass-Through
        Rate
        for the Corresponding Certificate for the purpose of this calculation; and
        with
        the rate on REMIC I Regular Interest LT-ZZ subject to a cap of 0.00% per
        annum
        for the purpose of this calculation; provided, however, that for this purpose,
        the calculation of the Uncertificated REMIC I Pass-Through Rate and the related
        cap with respect to REMIC I Regular Interest LT-A1 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 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 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.

       

      Master
        Servicing Fee Rate:
        0.0050%
        per annum.

       

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

       

      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, Class M-3 and Class M-4.

       

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

       

      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 August 30, 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 Servicer 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;


       

      (xv)  the
        Servicer; and

       

      (xvi)  whether
        the Mortgage Loan is a Covered Mortgage Loan; and

       

      (xvii)  the
        PMI
        Insurer Fee Rate, if applicable.

       

      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 Shortfalls:
        With
        respect to any Distribution, Interest Shortfalls net of payments by the Servicer
        or the Master Servicer in respect of Compensating Interest.

       

      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 and (B) the Principal Funds.

       

      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 Credit
        Risk
        Management Fee Rate, (iii) the Master Servicing Fee Rate and (iv) the PMI
        Insurer Fee Rate.

       

      Net
        WAC Rate Cap:
        With
        respect to the Senior Certificates and the Mezzanine Certificates, the weighted
        average of the Net Mortgage Rates of the Mortgage Loans, weighted based on
        their
        Stated Principal Balances as of the first day of the calendar month preceding
        the month in which the Distribution Date occurs; provided that the Net WAC
        Rate
        Cap with respect to the Class A-1 Certificates shall be multiplied by a
        fraction, the numerator of which is 30 and the denominator of which is the
        actual number of days in the Accrual Period. 

       

      For
        federal income tax purposes, the Net WAC Rate Cap, with respect to any
        Distribution Date, shall be expressed as the weighted average of the
        Uncertificated REMIC I Pass-Through Rates on each REMIC I Regular
        Interest (other than REMIC I Regular Interest LT-P) weighted on the basis
        of the
        Uncertificated Principal Balance of such REMIC I Regular
        Interests.

       

      Net
        WAC Rate Carryover Amount:
        With
        respect to each class of Senior Certificates and the Mezzanine Certificates
        and
        any Distribution Date on which the related Pass-Through Rate is reduced by
        the
        Net WAC Rate Cap, an amount equal to the sum of (i) the excess of (x) the
        amount
        of interest such Class would have been entitled to receive on such Distribution
        Date if the Pass-Through Rate applicable to such Class would not have been
        reduced by the Net WAC Rate Cap on such Distribution Date over (y) the amount
        of
        interest paid on such Distribution Date to such Class plus (ii) the related
        Net
        WAC Rate Carryover Amount for the previous Distribution Date not previously
        distributed to such Class.

       

      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 Servicer pursuant to the Servicing
        Agreement or the Trustee (or such other Successor Servicer appointed by the
        Trustee), that, in the good faith judgment of the Servicer or the such 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.

       

      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 the Servicing 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 the Servicing
        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-1
        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 5.350% per annum.

       

      Opinion
        of Counsel:
        A
        written opinion of counsel, who may be counsel for the Sponsor, the Master
        Servicer, the Depositor or the 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 the
        Servicer, (ii) not have any direct financial interest in the Sponsor, the
        Depositor, the Master Servicer or the Servicer or in any affiliate of any
        of
        them, and (iii) not be connected with the Sponsor, the Depositor, the Master
        Servicer or the 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 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.

       

      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.

       

      PMI
        Insurer:
        PMI
        Mortgage
Insurance
        Company,
        an
        Arizona corporation, or its successor in interest.

       

      PMI
        Insurer Fee:
        The
        premium payable to the PMI Insurer on each Distribution Date pursuant to
        Section
        3.32, which amount shall equal one twelfth of the product of (i) the PMI
        Insurer
        Fee Rate (without regard to the words “per annum”), multiplied by (ii) the
        aggregate Stated Principal Balance of each Covered Mortgage Loan as of the
        first
        day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the Due Period relating to the previous Distribution
        Date,
        to the extent received or advanced) plus any applicable premium taxes on
        each
        Covered Mortgage Loan located in West Virginia and Kentucky.

       

      PMI
        Insurer Fee Rate:
        With
        respect to any Distribution Date and any Mortgage Loan covered by the PMI
        Policy, a rate ranging between 0.204% per annum and 2.461% per
        annum.

       

      PMI
        Policy:
        The
        primary mortgage insurance policy (policy reference number: # 22699-4) with
        respect to the related PMI Mortgage Loans, including all endorsements thereto
        dated the Closing Date, issued by the PMI Insurer.

       

      PMI
        Threshold Percentage:
        For
        purposes of Regulation AB, with respect to each Distribution Date, a percentage
        equivalent of a fraction, the numerator of which is (x) the sum of the product
        of (i) the Stated Principal Balance of the Covered Mortgage Loans and (ii)
        the
        related Coverage Percentage for each Covered Mortgae Loan and the denominator
        of
        which is (y) the aggregate Stated Principal Balance of the Mortgage Loans,
        in
        each case, as of the last day of the related Due Period.

       

      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
        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 Servicing Fee, (b)
        the
        Credit Risk Management Fee, (c) the Master Servicing Fee Rate and (d) the
        PMI
        Insurer Fee Rate, if any.

       

      Prepayment
        Period:
        With
        respect to any Distribution Date, the calendar month immediately preceding
        the
        calendar 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, plus (ii) the Extra Principal Distribution 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 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 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, 3.26 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
        Servicer in accordance with the terms of the related Mortgage Note.

       

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

       

      Prospectus
        Supplement:
        The
        Prospectus Supplement dated August 29, 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 A-5, Class A-6, Class M-1,
        Class M-2, Class M-3 and Class M-4 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 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 Servicer pursuant to this Agreement. To the extent the 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.

       

      In
        addition, to the extent the 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 such Subsequent Recoveries are
        applied to reduce the Certificate Principal Balance of any Class of Certificates
        on any Distribution Date.

       

      Record
        Date:
        With
        respect to the 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. 

       

      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-1 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-1
        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 and the PMI Policy; (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 and (iv) the
        Cap
        Contract.

       

      REMIC
        I 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 I Pass-Through Rate for REMIC
        I
        Regular Interest LT-AA minus the Marker Rate, divided by (b) 12.

       

      REMIC
        I Overcollateralization Amount:
        With
        respect to any date of determination, (i) 1% of the aggregate Uncertificated
        Principal Balances of the REMIC I Regular Interests minus (ii) the aggregate
        of
        the Uncertificated Principal Balances of REMIC I Regular Interest LT-A1,
        REMIC I
        Regular Interest LT-A2, REMIC I Regular Interest LT-A3, REMIC I Regular Interest
        LT-A4, REMIC I Regular Interest LT-A5, REMIC I Regular Interest LT-A6, REMIC
        I
        Regular Interest LT-M1, REMIC I Regular Interest LT-M2, REMIC I Regular Interest
        LT-M3, REMIC I Regular Interest LT-M4 and REMIC I Regular Interest LT-P,
        in each
        case as of such date of determination.

       

      REMIC
        I Principal 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) 1 minus a fraction, the numerator of which is two times
        the
        aggregate of the Uncertificated Principal Balances of REMIC I Regular Interest
        LT-A1, REMIC I Regular Interest LT-A2, REMIC I Regular Interest LT-A3, REMIC
        I
        Regular Interest LT-A4, REMIC I Regular Interest LT-A5, REMIC I Regular Interest
        LT-A6, REMIC I Regular Interest LT-M1, REMIC I Regular Interest LT-M2, REMIC
        I
        Regular Interest LT-M3 and REMIC I Regular Interest LT-M4 and the denominator
        of
        which is the aggregate of the Uncertificated Principal Balances of REMIC
        I
        Regular Interest LT-A1, REMIC I Regular Interest LT-A2, REMIC I Regular Interest
        LT-A3, REMIC I Regular Interest LT-A4, REMIC I Regular Interest LT-A5, REMIC
        I
        Regular Interest LT-A6, REMIC I Regular Interest LT-M1, REMIC I Regular Interest
        LT-M2, REMIC I Regular Interest LT-M3, REMIC I Regular Interest LT-M4 and
        REMIC
        I Regular Interest LT-ZZ.

       

      REMIC
        I Regular Interests:
        REMIC I
        Regular Interest LT-AA, REMIC I Regular Interest LT-A1, REMIC I Regular Interest
        LT-A2, REMIC I Regular Interest LT-A3, REMIC I Regular Interest LT-A4, REMIC
        I
        Regular Interest LT-A5, REMIC I Regular Interest LT-A6, REMIC I Regular Interest
        LT-M1, REMIC I Regular Interest LT-M2, REMIC I Regular Interest LT-M3, REMIC
        I
        Regular Interest LT-M4, REMIC I Regular Interest LT-ZZ and REMIC I Regular
        Interest LT-P.

       

      REMIC
        I Regular Interest LT-AA:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest LT-AA 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.

       

      REMIC
        I Regular Interest LT-A1:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest LT-A1 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.

       

      REMIC
        I Regular Interest LT-A2:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest LT-A2 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.

       

      REMIC
        I Regular Interest LT-A3:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest LT-A3 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.

       

      REMIC
        I Regular Interest LT-A4:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest LT-A4 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.

       

      REMIC
        I Regular Interest LT-A5:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest LT-A5 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.

       

      REMIC
        I Regular Interest LT-A6:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest LT-A6 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.

       

      REMIC
        I Regular Interest LT-M1:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest LT-M1 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.

       

      REMIC
        I Regular Interest LT-M2:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest LT-M2 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.

       

      REMIC
        I Regular Interest LT-M3:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest LT-M3 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.

       

      REMIC
        I Regular Interest LT-M4:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest LT-M4 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.

       

      REMIC
        I Regular Interest LT-P:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I 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
        I Regular Interest LT-ZZ:
        One of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
        Interest LT-ZZ 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.

       

      REMIC
        I Regular Interest LT-ZZ Maximum Interest Deferral Amount:
        With
        respect to any Distribution Date, the excess of (i) accrued interest at the
        Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular Interest
        LT-ZZ for such Distribution Date on a balance equal to the Uncertificated
        Principal Balance of REMIC I Regular Interest LT-ZZ minus the REMIC I
        Overcollateralization Amount, in each case for such Distribution Date, over
        (ii)
        Uncertificated Accrued Interest on REMIC I Regular Interest LT-A1, REMIC
        I
        Regular Interest LT-A2, REMIC I Regular Interest LT-A3, REMIC I Regular Interest
        LT-A4, REMIC I Regular Interest LT-A5, REMIC I Regular Interest LT-A6, REMIC
        I
        Regular Interest LT-M1, REMIC I Regular Interest LT-M2, REMIC I Regular Interest
        LT-M3 and REMIC I Regular Interest LT-M4 for such Distribution Date, with
        the
        rate on each such REMIC I Regular Interest subject to a cap equal to the
        related
        Pass-Through Rate.

       

      REMIC
        I Required Overcollateralization Amount:
        1% of
        the Required Overcollateralization Amount.

       

      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 REMIC
        II
        Certificateholders pursuant to Section 2.07, and all amounts deposited
        therein, with respect to which a separate REMIC election is to be
        made.

       

      REMIC
        II Certificate:
        Any
        Regular Certificate or Class R Certificate.

       

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

       

      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 or a Regular Certificate.

       

      Remittance
        Date:
        Shall
        mean the eighteenth (18th)
        day of
        the month and if such day is not a Business Day, the immediately succeeding
        Business Day.

       

      REO
        Property:
        A
        Mortgaged Property acquired by the 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 5.12(b) of this Agreement.

       

      Reporting
        Servicer:
        Shall
        mean the 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, 1.70% 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) 3.40% 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.

       

      Required
        Overcollateralization Percentage:
        With
        respect to any Distribution Date, a percentage equal to (a) the Required
        Overcollateralization Amount divided by (b) the aggregate 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, and unscheduled collections
        of
        principal received during the related Prepayment Period, and after reduction
        for
        Realized Losses incurred on the Mortgage Loans during the related Prepayment
        Period).

       

      Residual
        Certificates:
        The
        Class R 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 5.12.

       

      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, Class A-4, Class A-5 and Class A-6
        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 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;
                and

            


       

      	·  	
              the
                excess, if any, of (A) the aggregate Certificate Principal Balance
                of the
                Senior Certificates immediately prior to that Distribution Date over
                (B)
                the positive difference between (i) the aggregate Stated Principal
                Balance
                of the Mortgage Loans as of the last day of the related Due Period
                (after
                reduction for Realized Losses incurred during the related Prepayment
                Period) and (ii) the product of (x) the aggregate Stated Principal
                Balance
                of the Mortgage Loans as of the last day of the related Due Period
                (after
                reduction for Realized Losses incurred during the related Prepayment
                Period) and (y) the sum of 18.50% and the Required Overcollateralization
                Percentage.

            


       

      Servicer:
        Shall
        mean Wells Fargo Bank, N.A. or any successor thereto appointed hereunder
        in
        connection with the servicing and administration of the Mortgage
        Loans.

       

      Servicer
        Default:
        As
        defined in Section 8.01.

       

      Servicer
        Prepayment Charge Payment Amount:
        The
        amount payable by the 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:
        As
        defined in the Servicing Agreement.

       

      Servicing
        Agreement:
        The
        Seller’s Warranties and Servicing Agreement, dated as of May 1, 2006, between
        the Sponsor and the Servicer (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:
        0.25%
        per annum per Mortgage Loan.

       

      Servicing
        Function Participant:
        Means
        any Subservicer or Subcontractor of the Servicer, the Master Servicer and
        the
        Securities Administrator, the Custodian. For purposes of Section 5.12(d),
        such
        term also shall include the Servicer, the Master Servicer, the Securities
        Administrator and the Custodian.

       

      Servicing
        Officer:
        Any
        officer of the Servicer involved in, or responsible for, the administration
        and
        the servicing of 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.


       

      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 Servicer as recoveries
        of principal in accordance with the Servicing Agreement with respect to such
        Mortgage Loan, that were received by the 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 September 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 21.90%.

       

      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 the Servicer (or a Subservicer of the Servicer),
        the Master Servicer, the Trustee, the Custodian or the Securities Administrator
        and such 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 the 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 Mortgage Loans on behalf of the 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 or any subservicing
        agreement.

       

      Subservicing
        Agreement:
        Any
        agreement entered into between the Servicer and a Subservicer with respect
        to
        the subservicing of any Mortgage Loan subject to 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 the Servicer appointed pursuant to Section 8.02 of this
        Agreement after the occurrence of a Servicer Default or upon the resignation
        of
        the Servicer pursuant to the Servicing 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.

       

      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 31.96% 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

              
	
                September
                  2009 to August 2010

              	
                0.44%

              
	
                September
                  2010 to August 2011

              	
                1.10%

              
	
                September
                  2011 to August 2012

              	
                1.90%

              
	
                September
                  2012 and thereafter

              	
                2.20%

              


      

      


      Trust
        Fund:
        Collectively, the assets of REMIC I, REMIC II, the Net WAC Reserve Fund and
        the
        Cap Contract.

       

      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
        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 5.07 and, if and to the extent necessary
        and appropriate, shall be further reduced on such Distribution Date by Realized
        Losses as provided in Section 5.07. The Uncertificated Principal Balance
        of each
        REMIC Regular Interest shall never be less than zero.

       

      Uncertificated
        REMIC I Pass-Through Rate:
        A per
        annum rate equal to the average of the Net Mortgage Rates of the Mortgage
        Loans
        as of the first day of the related Due Period, weighted on the basis of the
        Stated Principal Balances as of the first day of the related Due Period.
        REMIC I
        Regular Interest LT-P will not accrue interest.

       

      Uncertificated
        REMIC Regular Interest:
        The
        REMIC I 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) 97% 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.

       

      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 among
        REMIC I Regular Interest LT-AA, REMIC I Regular Interest LT-A1, REMIC I Regular
        Interest LT-A2, REMIC I Regular Interest LT-A3, REMIC I Regular Interest
        LT-A4,
REMIC
        I
        Regular Interest LT-A5,
        REMIC I
        Regular Interest LT-A6, REMIC I Regular Interest LT-M1, REMIC I Regular Interest
        LT-M2, REMIC I Regular Interest LT-M3, REMIC I Regular Interest LT-M4 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.

       

      


       

      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. The Depositor herewith
        delivers to the Trustee or its Custodian an executed copy of the PMI Policy,
        and
        the Trustee or its Custodian, as applicable, acknowledges receipt of the
        same on
        behalf of the Certificateholders.

       

      Concurrently
        with the execution and delivery of this Agreement, the Depositor does hereby
        assign to the Trustee all of its rights and interest under the Mortgage Loan
        Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage
        Loan Purchase Agreement. The Trustee hereby accepts such assignment, and
        shall
        be entitled to exercise all rights of the Depositor under the Mortgage Loan
        Purchase Agreement as if, for such purpose, it were the Depositor. 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 Servicer 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 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. The Servicer
        shall not be responsible for any custodial fees or other costs incurred in
        obtaining such documents and the Depositor shall cause the Servicer to be
        reimbursed for any such costs the Servicer may incur in connection with
        performing its obligations under the Servicing Agreement.

       

      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 Servicer for deposit in the 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 the Sponsor and the Master Servicer.

       

      (a)  The
        Sponsor hereby represents and warrants to and covenants with, the Depositor,
        the
        Master Servicer, 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 5.6 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.

       

      (b)  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) 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) 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
        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. Notwithstanding the foregoing, any breach of a representation
        or
        warranty contained in clauses (xxxvii), (xxxviii), (xxxix), (xl) and/or (xlv)
        of
        Section 8 of the Mortgage Loan Purchase Agreement shall be automatically
        deemed to materially and adversely affect the interests of the
        Certificateholders.

       

      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 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 receipt of notice of 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 Servicer for deposit in the 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 Servicer for deposit in
        the
        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 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 Servicer to the Trustee certifying that the Purchase Price
        has been deposited in the 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.

       

      (c)  The
        Master Servicer hereby represents, warrants and covenants with the Sponsor,
        the
        Depositor 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.

       

      (d)  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 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.

       

      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 Regular Certificates, respectively,
        and all ownership interests evidenced or constituted by the Class R-2 Interest
        and the Regular Certificates shall be as set forth in this Agreement. The
        Class
        R-2 Interest and the Regular Certificates shall constitute the entire beneficial
        ownership interest in REMIC II.

       

      Section
        2.08  Issuance
        of the Class R Certificates.

       

      The
        Trustee acknowledges the assignment to it of the REMIC I 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.


       

      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 Asset Acceptance Corporation, Alternative Loan
        Trust, Series 2006-WF1” 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
        OF THE MORTGAGE LOANS; ACCOUNTS

       

      Section
        3.01  Reserved.

       

      Section
        3.02  Reserved.

       

      Section
        3.03  Reserved.

       

      Section
        3.04  Reserved.

       

      Section
        3.05  Reserved.

       

      Section
        3.06  Reserved.

       

      Section
        3.07  Reserved.

       

      Section
        3.08  Reserved.

       

      Section
        3.09  Reserved.

       

      Section
        3.10  Reserved.

       

      Section
        3.11  Reserved.

       

      Section
        3.12  Reserved.

       

      Section
        3.13  Annual
        Statement as to Compliance.

       

      (a)  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 and in the case
        of
        the Master Servicer, to the Trustee 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 party’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
        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.

       

      The
        Master Servicer shall enforce the obligation of the Servicer as set forth
        in the
        Servicing Agreement to deliver to the Master Servicer an annual statement
        of
        compliance within the time frame set forth in, and in such form and substance
        as
        may be required pursuant to, the Servicing Agreement The Master Servicer
        shall
        include such annual statement of compliance with its own annual statement
        of
        compliance to be submitted to the Securities Administrator pursuant to this
        Section. For so long as the Trust Fund is subject to Exchange Act reporting
        requirements, failure of the Servicer to timely deliver an annual statement
        of
        compliance pursuant to the Servicing Agreement shall be deemed a Servicer
        Default under the Servicing Agreement, 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 Trustee may have under this
        Agreement, the Servicing Agreement and at law or in equity or to damages,
        including injunctive relief and specific performance, terminate all the rights
        and obligations of the Servicer under the Servicing Agreement and in and
        to the
        Mortgage Loans and the proceeds thereof without compensating the Servicer
        for
        the same. The Trustee shall so terminate the Servicer by delivery of notice
        thereof via first class mail, facsimile or electronic mail. After the Trust
        Fund
        ceases to be subject to Exchange Act reporting requirements, failure of the
        Servicer to perform deliver an annual statement of compliance on or before
        March
        31 of each such year shall be deemed a Servicer Default under the Servicing
        Agreement. The Master Servicer shall notify the Trustee and the Trustee may
        terminate the Servicer by delivery of notice thereof via first class mail,
        facsimile or electronic mail.

       

      (b)  (i)For
        so
        long as the Trust Fund is subject to Exchange Act reporting requirements,
        failure of the Master Servicer to comply timely with this Section 3.13 shall
        be
        deemed a Master Servicer Default, without any cure period, and the Trustee
        may,
        in addition to whatever rights the Trustee 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 the Master Servicer
        under this Agreement and in and to the Mortgage Loans and the proceeds thereof
        without compensating the Master Servicer for the same. The Trustee shall
        so
        terminate the Master 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 Master Servicer to duly perform its obligations under this Section
        3.13
        on or before March 31 of each such year shall be deemed a Master Servicer
        Default as provided for in Section 8.01(a)(x). The Trustee may terminate
        the
        Master 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 Servicer 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 Servicer, the Master Servicer, the Securities Administrator or
        any
        Servicing Function Participant is terminated or resigns pursuant to the terms
        of
        this Agreement or the Servicing Agreement, or any applicable agreement in
        the
        case of such Servicing Function Participant, as the case may be, such party
        shall provide or cause such Servicing Function Participant to provide an
        Officer’s Certificate pursuant to this Section 3.13 or pursuant to the Servicing
        Agreement with respect to the period of time it was subject to this Agreement,
        the Servicing Agreement or any other applicable agreement, as the case may
        be
        notwithstanding any such termination, assignment or resignation.

       

      Section
        3.14  Assessments
        of Compliance and Attestation Reports.

       

      (a)  By
        March
        15 of
        each
        year, commencing in March 2007,
        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 February 1 of each year, commencing in February 2007, 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
        Master Servicer (or any Servicing Function Participant engaged by them) submits
        its assessments to the Securities Administrator, such party 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 pursuant to
        this
        Agreement and the Servicing Agreement, (i) the Depositor shall review each
        such
        report and, if applicable, consult with the 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 the Servicer and notify the
        Depositor of any exceptions.

       

      In
        the
        event the Master Servicer, Securities Administrator or any 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,
        notwithstanding any such termination, assignment or resignation.

       

      The
        Master Servicer shall include all annual reports on assessment of compliance
        received by it from each Servicer 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 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 an attestation 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 each such report on assessment of compliance and attestation
        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. 

       

      In
        the
        event the Master Servicer, Securities Administrator or any 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 cause a registered public accounting firm
        to
        provide an attestation pursuant to this Section 3.14 or such other agreement
        with respect to the period of time it was subject to this Agreement or such
        other agreement, as the case may be, notwithstanding any such termination,
        assignment or resignation.

       

      Section
        3.15  Reserved.

       

      Section
        3.16  The
        Trustee.

       

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

       

      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 cts.sec.notifications@wellsfargo.com
        or by
        facsimile at (410) 715-2380. In the event the 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.

       

      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 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, the Servicer will (or if the Servicer does not, the Master
        Servicer may) promptly furnish to the Trustee if required by the Servicing
        Agreement 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 Custodial Account pursuant
        to
        the Servicing Agreement have been or will be so deposited) and shall request
        that the Custodian, on behalf of the Trustee, deliver to the 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 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 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 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, the Trustee shall execute such documents
        as shall be prepared and furnished to the Trustee by the 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 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 Servicer.
        Such
        request for release shall obligate the 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 Servicer.

       

      Section
        3.20  Reserved.

       

      Section
        3.21  Reserved.

       

      Section
        3.22  Reserved.

       

      Section
        3.23  Reserved.

       

      Section
        3.24  Optional
        Purchase of Defaulted 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 Servicer for
        deposit
        in the Custodial Account and remitted by the Servicer to the Securities
        Administrator on the Servicer Remittance Date in the month immediately following
        the month in which the Purchase Price was deposited in the Custodial
        Account.

       

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

       

      If
        at any
        time the Sponsor remits to the Servicer a payment for deposit in the Custodial
        Account covering the amount of the Purchase Price for such a Mortgage Loan
        and
        the Servicer delivers an Officer’s Certificate to the Trustee certifying that
        the Purchase Price has been deposited in the Custodial Account (which shall
        be
        delivered no more than two Business Days following such deposit), 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
        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 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 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  Obligations
        of the Servicer Under Credit Risk Management Agreement.

       

      Notwithstanding
        anything in this Agreement or the Credit Risk Management Agreements to the
        contrary, the Trustee shall not have any duty or obligation to enforce any
        Credit Risk Management Agreement or to supervise, monitor or oversee the
        activities of the Credit Risk Manager or the Servicer under the Credit Risk
        Management Agreements or this Agreement with respect to any action taken
        or not
        taken by the Servicer pursuant to a recommendation of the Credit Risk Manager
        or
        otherwise in connection with obligations of the Servicer under the related
        Credit Risk Management Agreement.

       

      Section
        3.26  Reserved.

       

      Section
        3.27  Reserved.

       

      Section
        3.28  Reserved.

       

      Section
        3.29  Reserved.

       

      Section
        3.30     Reserved.

       

      Section
        3.31  Distribution
        Account.

       

      (a)  The
        Securities Administrator shall establish and maintain 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 Mortgage Loans,
        including, without limitation, Principal Prepayments, Subsequent Recoveries,
        Liquidation Proceeds, Insurance Proceeds, condemnation proceeds, all payments
        of
        claims under the PMI Policy and all payments and recoveries in respect of
        interest on the related Mortgage Loans withdrawn by the Servicer from the
        Custodial Account and remitted by Servicer to the Securities
        Administrator;

       

      (ii)  Any
        Advance and any Compensating Interest Payments;

       

      (iii)  Any
        Prepayment Charges collected by the Servicer in connection with the Principal
        Prepayment of any of the 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 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 Sponsor 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
        related
        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 Master Servicer as Successor Servicer or the Servicer for any
        Advance or Servicing Advance of its own funds, the right of the Master Servicer
        as Successor Servicer or the Servicer 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 Servicer from Insurance Proceeds or
        Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended
        by the Master Servicer as Successor Servicer or the Servicer 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 Master Servicer as Successor Servicer or the Servicer from
        Insurance Proceeds relating to a particular Mortgage Loan for insured expenses
        incurred with respect to such Mortgage Loan and to reimburse the Master Servicer
        as Successor Servicer or the Servicer from Liquidation Proceeds from a
        particular Mortgage Loan for Liquidation Expenses incurred with respect to
        such
        Mortgage Loan;

       

      (v)  to
        reimburse the Master Servicer as Successor Servicer or the Servicer 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 Master Servicer as Successor Servicer or the Servicer 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)  to
        pay
        the PMI Insurer Fee to the PMI Insurer and to pay the Credit Risk Management
        Fee
        to the Credit Risk Manager; provided, however, that upon the termination
        of the
        Credit Risk Manager pursuant to Section 3.33 hereof, the amount of the
        Credit Risk Management Fee (or any portion thereof) previously payable to
        the
        Credit Risk Manager as described herein shall be paid to the
        Sponsor;

       

      (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 Servicer;

       

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

       

      (xi)  to
        reimburse the Trustee for expenses incurred in the transfer of servicing
        responsibilities of the 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 after taking into account permitted withdrawals therefrom pursuant
        to
        clause (a) above, to the holders of the Certificates in accordance with
        Section 5.04.

       

      Section
        3.33  Duties
        of the Credit Risk Manager; Termination.

       

      (a)  The
        Depositor appoints Portfolio Surveillance Analytics, LLC, a wholly owned
        subsidiary of InformationLogix, Inc. as Credit Risk Manager. For and on behalf
        of the Depositor, the Credit Risk Manager will provide reports and
        recommendations concerning the Mortgage Loans that are past due, as to which
        there has been commencement of foreclosure, as to which there has been
        forbearance in exercise of remedies which are in default, as to which a
        Mortgagor is the subject of bankruptcy, receivership, or an arrangement of
        creditors, or as to which have become REO Properties. Such reports and
        recommendations will be based upon information provided to the Credit Risk
        Manager pursuant to the related Credit Risk Management Agreement and the
        Credit
        Risk Manager shall look solely to the Servicer and/or Master Servicer for
        all
        information and data (including loss and delinquency information and data)
        and
        loan level information and data relating to the servicing of the related
        Mortgage Loans. If the Credit Risk Manager is no longer able to perform its
        duties hereunder, the Credit Risk Manager may be terminated by the Depositor
        at
        the direction of Certificateholders evidencing not less than 66 2/3% of the
        Voting Rights. The Depositor may, at its option, cause the appointment of
        a
        successor Credit Risk Manager. Upon any termination of the Credit Risk Manager
        or the appointment of a successor Credit Risk Manager, the Depositor shall
        give
        written notice thereof to the Servicer, the Trustee, each Rating Agency and
        the
        Credit Risk Manager. Notwithstanding the foregoing, the termination of the
        Credit Risk Manager pursuant to Section 3.33(b) shall not become effective
        until the appointment of a successor Credit Risk Manager. The Trustee is
        hereby
        authorized to enter into any Credit Risk Management Agreement necessary to
        effect the foregoing.

       

      (b)  Within
        six months of the Closing Date, the Sponsor may, at its option, terminate
        the
        Credit Risk Manager if, in its reasonable judgment, (i) the value of the
        servicing rights with respect to the Mortgage Loans is adversely affected
        as a
        result of the presence of the Credit Risk Manager or (ii) the presence of
        the
        Credit Risk Manager impairs the ability of the Sponsor to transfer the servicing
        rights with respect to the Mortgage Loans as permitted by this Agreement.
        Upon
        the termination of the Credit Risk Manager, the Sponsor may, at its option,
        cause the Depositor to appoint a successor Credit Risk Manager. Notice of
        such
        termination shall be provided by the Sponsor to the Rating Agencies, the
        Trustee, the Securities Administrator, the Depositor, the Servicer and the
        Credit Risk Manager. Upon the appointment of a successor Credit Risk Manager,
        the Depositor shall provide written notice thereof to each Rating Agency,
        the
        Trustee, the Servicer, the Securities Administrator and the Credit Risk
        Manager.

       

      If
        the
        Credit Risk Manager is terminated pursuant to this Section 3.33(b), the
        Credit Risk Manager shall only be entitled to a fee equal to 0.0050% with
        respect to each Mortgage Loan for the one year period following such
        termination. After the expiration of such one year period, the Credit Risk
        Manager shall not be entitled to the Credit Risk Management Fee or any portion
        thereof with respect to any Mortgage Loan. The excess of the Credit Risk
        Management Fee with respect to each Mortgage Loan over the amount payable
        to the
        Credit Risk Manager as described in this paragraph shall be paid to the Sponsor
        pursuant to Section 5.04(a).

       

      Section
        3.34  Limitation
        Upon Liability of the Credit Risk Manager.

       

      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 and/or Master Servicer under the
        related Credit Risk Management Agreement or of errors in judgment; provided,
        however, that this provision shall not protect the Credit Risk Manager or
        any
        such person against liability that would otherwise be imposed by reason of
        willful malfeasance, bad faith or gross negligence in its performance of
        its
        duties under this Agreement or the applicable Credit Risk Management Agreement.
        The Credit Risk Manager and any director, 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, and may rely in good faith upon the accuracy of information
        furnished by the Servicer and/or Master Servicer pursuant to the related
        Credit
        Risk Management Agreement in the performance of its duties thereunder and
        hereunder.

       

       

       

      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
        Servicer to
        service and administer the Mortgage Loans in accordance with the terms of
        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
        Servicer 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 Servicer
        and
        shall cause the Servicer to perform and observe the covenants, obligations
        and
        conditions to be performed or observed by the Servicer under the Servicing
        Agreement. The Master Servicer shall independently and separately monitor
        the
        servicing activities of the Servicer 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 Servicer’s 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 5.06 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 Servicer to the Distribution
        Account.

       

      Notwithstanding
        anything in this Agreement to the contrary, the Master Servicer shall not
        have
        any duty or obligation to enforce any Credit Risk Management Agreement that
        the
        Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to
        supervise, monitor or oversee the activities of the Credit Risk Manager under
        the Servicer Credit Risk Management Agreement with respect to any action
        taken
        or not taken by the Servicer pursuant to a recommendation of the Credit Risk
        Manager.

       

      The
        Trustee shall furnish the Servicer 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 Servicer 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 the Servicer pursuant to any such limited power of attorney and shall
        be
        indemnified by the Master Servicer or the Servicer for any cost, liability
        or
        expense arising from the misuse thereof by the Master Servicer or the
        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 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
        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 Servicer.

       

      The
        Master Servicer shall be responsible for monitoring the compliance by the
        Servicer with its duties under the Servicing Agreement. In the review of
        the
        Servicer’s activities, the Master Servicer may rely upon an officer’s
        certificate of the Servicer with regard to the Servicer’s compliance with the
        terms of the Servicing Agreement. In the event that the Master Servicer,
        in its
        judgment, determines that the Servicer should be terminated in accordance
        with
        the Servicing Agreement, or that a notice should be sent pursuant to the
        Servicing Agreement 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 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 Servicer under the Servicing Agreement,
        and
        shall, in the event that the Servicer fails to perform its obligations in
        accordance with the Servicing Agreement, subject to this Section and
        Article VIII, shall notify the Trustee and the Trustee shall terminate the
        rights and obligations of the Servicer under the Servicing Agreement in
        accordance with the provisions of Article VIII. 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 Trustee with the consent of the Master
        Servicer (such consent not to be unreasonably withheld); 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 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 Trustee, in its good faith business
        judgment, would require were it the owner of the Mortgage Loans. The Trustee
        shall pay the costs of such enforcement, provided that no provision of this
        Agreement shall require the Trustee, to expend or risk its own funds or
        otherwise incur any financial liability in the performance or any of its
        duties
        hereunder, or in the exercise of any of its rights or powers, if it shall
        have
        reasonable grounds for believing that repayment of such funds or adequate
        indemnity against such risk or liability is not reasonably assured to
        it.

       

      To
        the
        extent that the costs and expenses related to the termination of the Servicer,
        appointment of a Successor Servicer or the transfer and assumption of servicing
        by the Trustee as Successor 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 the Servicer as a result
        of
        an event of default by the 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 Mortgage Loans in accordance with the Servicing
        Agreement) are not fully and timely reimbursed by the terminated Servicer,
        the
        Trustee shall be entitled to reimbursement of such costs and expenses from
        the
        Distribution Account.

       

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

       

      If
        the
        Trustee acts as Successor Servicer, it shall not assume liability for the
        representations and warranties of the 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 the 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 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 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 Servicer and shall be indemnified by the Master Servicer
        or the
        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 provided in the Servicing Agreement and to the extent the Mortgage
        Loans
        contain enforceable due-on-sale clauses, the Master Servicer shall cause
        the
        Servicer to enforce such clauses in accordance with 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 the Servicing Agreement, and,
        as a
        consequence, a Mortgage Loan is assumed, the original Mortgagor may be released
        from liability in accordance with the Servicing Agreement.

       

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

       

      The
        Master Servicer shall transmit and the Servicer (to the extent required under
        the Servicing Agreement) shall transmit to the Trustee or Custodian such
        documents and instruments coming into the possession of the Master Servicer
        or
        the Servicer from time to time as are required by the terms hereof or in
        the
        case of the Servicer, the Servicing Agreement, 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 or
        the
        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, and to the right of the Servicer
        to
        retain its Servicing Fee and other amounts as provided in the Servicing
        Agreement. The Master Servicer shall (and to the extent provided in the
        Servicing Agreement) cause the Servicer to, provide access to information
        and
        documentation regarding the 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
        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
        Servicer under this Agreement.

       

      Section
        4.07  Standard
        Hazard Insurance and Flood Insurance Policies.

       

      For
        each
        Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicer
        under the Servicing Agreement to maintain or cause to be maintained standard
        fire and casualty insurance and, where applicable, flood insurance, all in
        accordance with the provisions of the Servicing Agreement. It is understood
        and
        agreed that such insurance shall be with insurers meeting the eligibility
        requirements set forth in the Servicing Agreement 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 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 or by the
        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 the Servicing Agreement) shall
        be
        deposited into the Distribution Account, subject to withdrawal pursuant to
        Section 3.32. Any
        cost
        incurred by the Servicer in maintaining any such insurance if the Mortgagor
        defaults in its obligation to do so shall be added to the amount owing under
        the
        Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however,
        that the addition of any such cost shall not be taken into account for purposes
        of calculating the distributions to be made to Certificateholders and shall
        be
        recoverable by the Servicer pursuant to the Servicing Agreement.

       

      Section
        4.08  Presentment
        of Claims and Collection of Proceeds. 

       

      The
        Master Servicer shall enforce (to the extent provided in the Servicing
        Agreement) the 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 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
        the
        Servicer (to the extent such action is prohibited under the Servicing Agreement)
        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 Servicer, would have been covered thereunder. The Master Servicer
        shall
        use its best reasonable efforts to enforce Servicer’s obligation (to the extent
        required under the Servicing Agreement) 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 and the Servicing Agreement,
        as
        applicable. The Master Servicer shall not, and (to the extent within its
        control) shall not permit the Servicer (to the extent provided in the Servicing
        Agreement) 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 and the Servicing Agreement, as
        applicable.

       

      The
        Master Servicer agrees to enforce the Servicer’s obligation (to the extent
        required under the Servicing Agreement) 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, any amounts
        collected by the Master Servicer or the Servicer under any primary mortgage
        insurance policies shall be deposited by the 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 Servicer otherwise
        have
        fulfilled its obligations under this Agreement and the Servicing Agreement,
        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 enforce the Servicer’s obligation (to the extent required
        under the Servicing Agreement) 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 the Servicing Agreement.

       

      Section
        4.12  Compensation
        for the Master Servicer.

       

      As
        compensation for its services hereunder, the Master Servicer shall be entitled
        to receive the Master Servicing Fee and 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 Compensation 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 enforce, to the extent provided in the Servicing Agreement, the Servicer’s
        obligation to sell, and the Servicer agrees to sell, any REO Property as
        expeditiously as possible and in accordance with the provisions of this
        Agreement and the Servicing Agreement, as applicable. Further, the Master
        Servicer shall to the extent provided in the Servicing Agreement, enforce
        the
        Servicer’s obligation to sell any REO Property prior to three (3) 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 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 to the extent provided
        in
        the Servicing Agreement, cause the Servicer to protect and conserve, such
        REO
        Property in the manner and to the extent required by the Servicing 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 enforce, to the extent required by the Servicing
        Agreement, the Servicer’s obligation to deposit all funds collected and received
        in connection with the operation of any REO Property in the Custodial Account
        maintained by the Servicer.

       

      The
        Master Servicer and the 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
        and Master Servicing Fees from Liquidation Proceeds received in connection
        with
        the final disposition of such REO Property; provided, that any such unreimbursed
        Advances as well as any unpaid Master 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
        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 Servicer under the Servicing Agreement with respect
        to Prepayment Interest Shortfalls on the Mortgage Loans for the related
        Distribution Date, and not so paid by the Servicer and (ii) the Master Servicing
        Compensation for such Distribution Date without reimbursement
        therefor.

       

       

       

      ARTICLE
        V


      ADVANCES
        AND DISTRIBUTIONS

       

      Section
        5.01  Advances.

       

      If
        the
        Scheduled Payment on a Mortgage Loan or a portion thereof is delinquent as
        of
        its Due Date, other than as a result of interest shortfalls due to bankruptcy
        proceedings or application of the Relief Act, and the Servicer fails to make
        an
        advance of the delinquent amount pursuant to the Servicing Agreement, then
        the
        Trustee (in its capacity as Successor Servicer) shall deposit in the
        Distribution Account on the Remittance Date on which such Advance was required
        to be remitted by the Servicer, from its own funds an amount equal to such
        delinquency, net of the Servicing Fee for such Mortgage Loan except to the
        extent the Trustee determines any such advance to be nonrecoverable from
        Liquidation Proceeds, Insurance Proceeds, or future payments on the Mortgage
        Loan for which such Advance was made; provided, however, that if the Trustee
        is
        prohibited by law or regulation from obligating itself to make advances
        regarding delinquent mortgage loans, then the Trustee shall not be obligated
        to
        make Advances pursuant to this Section 5.01; and provided further, that any
        failure to perform such duties or responsibilities caused by the Servicer’s
        failure to provide information required by the Trustee in connection with
        the
        making of any such required Advance shall not be considered a default by
        the
        Trustee as successor to the Servicer; provided, however, that (1) 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 Trustee or any Successor Servicer and (2) any failure
        to perform such duties or responsibilities caused by the Servicer’s failure to
        provide information required by the Trustee in connection with the making
        of any
        such Advance shall not be considered a default by the Trustee as successor
        to
        the Servicer.

       

      Section
        5.02  Compensating
        Interest Payments.

       

      In
        the
        event that there is a Prepayment Interest Shortfall arising from a voluntary
        Principal Prepayment in full by the Mortgagor with respect to any Mortgage
        Loan,
        the Servicer shall, to the extent of the Servicing Fee for such Distribution
        Date, deposit into the Custodial Account, 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
        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. In the event that the Servicer fails to make such payments,
        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 Servicer under the Servicing Agreement
        with
        respect to Prepayment Interest Shortfalls on the Mortgage Loans for the related
        Distribution Date, and (ii) the Master Servicing Compensation for such
        Distribution Date without reimbursement therefor.

       

      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 5.07 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.

              	
                from
                  the Interest Remittance Amount to the holders of the Senior Certificates
                  on a pro rata basis, based on the entitlement of each such Class,
                  the
                  Senior Interest Distribution Amount for each such Class and for
                  such
                  Distribution Date;

              
	 	 
	
                2.

              	
                to
                  the extent of the Interest Remittance Amount remaining after distribution
                  of the Senior Interest Distribution Amount to the Holders of the
                  Senior
                  Certificates, to
                  the Holders
                  of
                  the Class M-1 Certificates, the Interest Distribution Amount for
                  such
                  Class for such Distribution Date;

              
	 	 
	
                3.

              	
                to
                  the extent of the Interest Remittance Amount remaining after distribution
                  of the Senior Interest Distribution Amount to the Holders
                  of
                  the Senior Certificates and the Interest Distribution Amount to
                  Holders
                  of
                  the Class M-1 Certificates, to the Holders
                  of
                  the Class M-2 Certificates, the Interest Distribution Amount for
                  such
                  Class for such Distribution Date; 

              
	 	 
	
                4.

              	
                to
                  the extent of the Interest Remittance Amount remaining after distribution
                  of the Senior Interest Distribution Amount to the Holders of the
                  Senior
                  Certificates, the Interest Distribution Amount to the Holders of
                  the Class
                  M-1 Certificates and the Interest Distribution Amount to the Holders
                  of
                  the Class M-2 Certificates, to the Holders of the Class M-3 Certificates,
                  the Interest Distribution Amount for such Class for such Distribution
                  Date;

              
	 	 
	
                5.

              	
                to
                  the extent of the Interest Remittance Amount remaining after distribution
                  of the Senior Interest Distribution Amount to the Holders of the
                  Senior
                  Certificates, the Interest Distribution Amount to the Holders of
                  the Class
                  M-1 Certificates, the
                  Interest Distribution Amount to the Holders of the Class M-2
                  Certificates
                  and the Interest Distribution Amount to the Holders of the Class
                  M-3
                  Certificates, to the Holders of the Class M-4 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.

              	
                The
                  Senior Principal Distribution Amount for such Distribution Date
                  will be
                  distributed to the Senior Certificates as follows:

              
	 	 
	 	
                first,
                  to the Class A-6 Certificates, in an amount up to the Class A-6
                  Lockout
                  Principal Distribution Amount for such Distribution Date, until
                  the
                  Certificate Principal Balance thereof has been reduced to zero;
                  and

              
	 	 
	 	
                second,
                  any remaining Senior Principal Distribution Amount after the distribution
                  described in clause first above, sequentially:

              
	 	 
	 	
                ·  to
                  the Class A-1 Certificates, until the Certificate Principal Balance
                  of
                  each such Class has been reduced to zero;

              
	 	 
	 	
                ·  to
                  the Class A-2 Certificates, until the Certificate Principal Balance
                  thereof has been reduced to zero;

              
	 	 
	 	
                ·  to
                  the Class A-3 Certificates, until the Certificate Principal Balance
                  thereof has been reduced to zero;

              
	 	 
	 	
                ·  to
                  the Class A-4 Certificates, until the Certificate Principal Balance
                  thereof has been reduced to zero; 

              
	 	 
	 	
                ·  to
                  the Class A-5 Certificates, until the Certificate Principal Balance
                  thereof has been reduced to zero; and

              
	 	 
	 	
                ·  to
                  the Class A-6 Certificates, until the Certificate Principal Balance
                  thereof has been reduced to zero.

              


      

      


      provided,
        however, on any Distribution Date after the Certificate Principal Balances
        of
        the Mezzanine Certificates have been reduced to zero, distributions of principal
        to the Senior Certificates will be allocated among such Senior Certificates
        concurrently on a pro rata basis, based on the Certificate Principal Balances
        thereof, until the Certificate Principal Balance of each such Class has been
        reduced to zero.

       

      
        	
                2.

              	
                To
                  the extent of any Principal Distribution Amount remaining after
                  distribution of the Senior Principal Distribution Amount to the
                  Holders
                  of
                  the Senior Certificates on such Distribution Date, 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.

              
	 	 
	
                3.

              	
                To
                  the extent of any Principal Distribution Amount remaining after
                  distribution of the Senior Principal Distribution Amount to the
                  Holders
                  of
                  the Senior Certificates on such Distribution Date and the distribution
                  of
                  the Class M-1 Principal Distribution Amount to the Holders
                  of
                  the Class M-1 Certificates on such Distribution Date, 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.

              
	 	 
	
                4.

              	
                To
                  the extent of any Principal Distribution Amount remaining after
                  distribution of the Senior Principal Distribution Amount to the
                  Holders
                  of
                  the Senior Certificates on such Distribution Date, the distribution
                  of the
                  Class M-1 Principal Distribution Amount to the Holders
                  of
                  the Class M-1 Certificates on such Distribution Date and the distribution
                  of the Class M-2 Principal Distribution Amount to the Holders
                  of
                  the Class M-2 Certificates on such Distribution Date, 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.

              
	 	 
	
                5.

              	
                To
                  the extent of any Principal Distribution Amount remaining after
                  distribution of the Senior Principal Distribution Amount to the
                  Holders
                  of
                  the Senior Certificates on such Distribution Date, the distribution
                  of the
                  Class M-1 Principal Distribution Amount to the Holders
                  of
                  the Class M-1 Certificates on such Distribution Date, the distribution
                  of
                  the Class M-2 Principal Distribution Amount to the Holders
                  of
                  the Class M-2 Certificates on such Distribution Date and the distribution
                  of the Class M-3 Principal Distribution Amount to the Holders
                  of
                  the Class M-3 Certificates on such Distribution Date, to the Class
                  M-4
                  Certificates in an amount equal to the Class M-4 Principal Distribution
                  Amount for such Distribution Date, until the Certificate Principal
                  Balance
                  thereof has been reduced to zero.

              


      

      


      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 Publicly Offered Certificates in an amount equal
                  to any
                  Extra Principal Distribution Amount for such Distribution Date,
                  payable to
                  such Holders as part of the Principal Distribution Amount in accordance
                  with clause Second
                  above;

              
	 	 
	
                2.

              	
                To
                  the Holders of the Class M-1 Certificates, then to the Holders
                  of the
                  Class M-2 Certificates, then to the Holders of the Class M-3 Certificates
                  and then to the Holders of the Class M-4 Certificates, the related
                  Interest Carry Forward Amount for each such Class and such Distribution
                  Date;

              
	 	 
	
                3.

              	
                To
                  the Net WAC Reserve Fund, in respect of the Senior Certificates,
                  an amount
                  equal to (i) with respect to the Senior Certificates (other than
                  the Class
                  A-1 Certificates), the sum of the related Net WAC Rate Carryover
                  Amounts,
                  if any, for each such Class for such Distribution Date or any prior
                  Distribution Dates and (ii) with respect to the Class A-1 Certificates,
                  the amount by which the sum of the Net WAC Rate Carryover Amounts
                  with
                  respect to the Class A-1 Certificates exceeds the amount received
                  by the
                  Securities Administrator with respect to the Cap Contract for such
                  Distribution Date or any prior Distribution Date;

              
	 	 
	
                4.

              	
                To
                  the Net WAC Reserve Fund, in respect of the Class M-1 Certificates,
                  the
                  Net WAC Rate Carryover Amount for such Class for such Distribution
                  Date or
                  any prior Distribution Dates to the extent unpaid;

              
	 	 
	
                5.

              	
                To
                  the Net WAC Reserve Fund, in respect of the Class M-2 Certificates,
                  the
                  Net WAC Rate Carryover Amount for such Class for such Distribution
                  Date or
                  any prior Distribution Dates to the extent unpaid;

              
	 	 
	
                6.

              	
                To
                  the Net WAC Reserve Fund, in respect of the Class M-3 Certificates,
                  the
                  Net WAC Rate Carryover Amount for such Class for such Distribution
                  Date or
                  any prior Distribution Dates to the extent unpaid;

              
	 	 
	
                7.

              	
                To
                  the Net WAC Reserve Fund, in respect of the Class M-4 Certificates,
                  the
                  Net WAC Rate Carryover Amount for such Class for such Distribution
                  Date or
                  any prior Distribution Dates to the extent unpaid;

              
	 	 
	
                8.

              	
                To
                  the Holders of the Class X Certificates, the Class X Distribution
                  Amount;
                  and

              
	 	 
	
                9.

              	
                To
                  the Holders of the Class R Certificates, in respect of the Class
                  R-2
                  Interest, any remaining amounts.

              


      

      


      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 Cap Contract with respect to the Class A-1
        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;
        fourth, to the Class M-3 Certificates, the related Net WAC Rate Carryover
        Amount
        for such Distribution Date for such Class and fifth, to the Class M-4
        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 August 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.

       

      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 Servicer pursuant to 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 the
        Net
        Monthly Excess Cashflow; second, to the Class X Certificates, until the
        Certificate Principal Balance thereof has been reduced to zero; third, to
        the
        Class M-4 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)  The
        principal portion of all Realized Losses on the Mortgage Loans shall be
        allocated on each Distribution Date to the following REMIC I Regular
        Interests in the specified percentages, as follows: first, to Uncertificated
        Accrued Interest payable to the REMIC I Regular Interest LT-AA and
        REMIC I Regular Interest LT-ZZ up to an aggregate amount equal to the
        REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively; second,
        to the Uncertificated Principal Balances of the REMIC I Regular Interest
        LT-AA
        and REMIC I Regular Interest LT-ZZ up to an aggregate amount equal to the
        REMIC
        I Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
        Uncertificated Principal Balances of REMIC I Regular Interest LT-AA, REMIC
        I
        Regular Interest LT-M4 and REMIC I Regular Interest LT-ZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Principal Balance of REMIC I Regular
        Interest LT-M3 has been reduced to zero; fourth, to the Uncertificated Principal
        Balances of REMIC I Regular Interest LT-AA, REMIC I Regular Interest LT-M3
        and
        REMIC I Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
        Uncertificated Principal Balance of REMIC I Regular Interest LT-M3 has been
        reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC
        I
        Regular Interest LT-AA, REMIC I Regular Interest LT-M2 and REMIC I Regular
        Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
        Balance of REMIC I Regular Interest LT-M2 has been reduced to zero; and sixth,
        to the Uncertificated Principal Balances of REMIC I Regular Interest LT-AA,
        REMIC I Regular Interest LT-M1 and REMIC I Regular Interest LT-ZZ, 98%, 1%
        and
        1%, respectively, until the Uncertificated Principal Balance of REMIC I Regular
        Interest LT-M1 has been reduced to zero.

       

      (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
        Servicer under the Servicing Agreement, that any Subsequent Recoveries have
        been
        collected by the 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, the Depositor, the Credit Risk
        Manager
        and the PMI Insurer 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 Extra Principal Distribution
        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 the Servicer pursuant to 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 Servicer;

       

      (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 Servicer and the Master Servicing
        Fees
        received by the Master Servicer during the related Due Period;

       

      (xx)  the
        amount of the Credit Risk Management Fees paid to the Credit Risk Manager
        and/or
        the Sponsor for such Distribution Date;

       

      (xxi)  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;

       

      (xxii)  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; 

       

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

       

      (xxiv)  the
        amount of payments received from the Servicer related to claims under the
        PMI
        Policy during the related Prepayment Period (based solely on information
        provided by the Servicer);

       

      (xxv)  (A)
        the
        dollar amount of claims made under each PMI Policy that were denied (as
        identified by the Servicer) during the Prepayment Period (and the number
        of
        Mortgage Loans to which such denials related) and (B) the dollar amount of
        the
        cumulative claims made under the PMI Policy that were denied since the Closing
        Date (and the number of Mortgage Loans to which such denials related) (based
        solely on information provided by the Servicer); 

       

      (xxvi)  the
        PMI
        Threshold Percentage for such Distribution Date; and

       

      (xxvii)  amounts
        payable in respect of the Cap Contract.

       

      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 and the Cap Provider.
        The Securities Administrator will make available a copy of each statement
        provided pursuant to this Section 5.06 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 5.06 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 and REMIC II 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. 

       

      (b)  On
        each
        Distribution Date, the Available Distribution Amount, in the following order
        of
        priority, 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 Certificates, as the case may be:

       

      (i)  to
        Holders of REMIC I Regular Interest LT-AA, REMIC Regular Interest LT-A1,
        REMIC I
        Regular Interest LT-A2, REMIC I Regular Interest LT-A3, REMIC I Regular Interest
        LT-A4, REMIC I Regular Interest LT-A5, REMIC I Regular Interest LT-A6, REMIC
        I
        Regular Interest LT-M1, REMIC I Regular Interest LT-M2, REMIC I Regular Interest
        LT-M3, REMIC I Regular Interest LT-M4 and REMIC I Regular Interest LT-ZZ,
        pro
        rata, in an amount equal to (A) the Uncertificated Accrued Interest for each
        such REMIC I 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 I Regular
        Interest LT-ZZ shall be reduced and deferred when the REMIC I
        Overcollateralization Amount is less than the REMIC I Required
        Overcollateralization Amount, by the lesser of (x) the amount of such difference
        and (y) the REMIC I Regular Interest LT-ZZ Maximum Interest Deferral Amount
        and
        such amount will be payable to the Holders of REMIC Regular Interest LT-A1,
        REMIC Regular Interest LT-A2, REMIC I Regular Interest LT-A3, REMIC I Regular
        Interest LT-A4, REMIC I Regular Interest LT-A5, REMIC I Regular Interest
        LT-A6,
        REMIC I Regular Interest LT-M1, REMIC I Regular Interest LT-M2, REMIC I Regular
        Interest LT-M3 and REMIC I Regular Interest LT-M4 in the same proportion
        as the
        Overcollateralization Increase Amount is allocated to the Corresponding
        Certificates and the Uncertificated Principal Balance of REMIC I Regular
        Interest LT-ZZ shall be increased by such amount;

       

      (ii)  second,
        to the Holders of REMIC I Regular Interests, in an amount equal to the remainder
        of the Available Distribution 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 I Regular Interest LT-AA and REMIC I Regular Interest LT-P,
        until the Uncertificated Principal Balance of such REMIC I Regular Interest
        is
        reduced to zero, provided, however, that the Uncertificated Principal Balance
        of
        REMIC I Regular Interest LT-P shall not be reduced until the Distribution
        Date
        in August 2011 or any Distribution Date thereafter, at which point such amount
        shall be distributed to REMIC I Regular Interest LT-P, until $100 has been
        distributed pursuant to this clause;

       

      (B)  2.00%
        of
        such remainder (other than amounts payable under clause (c) below, first,
        to the
        Holders of REMIC I Regular Interest LT-A1, REMIC Regular Interest LT-A2,
        REMIC I
        Regular Interest LT-A3, REMIC I Regular Interest LT-A4, REMIC I Regular Interest
        LT-A5, REMIC I Regular Interest LT-A6, REMIC I Regular Interest LT-M1, REMIC
        I
        Regular Interest LT-M2, REMIC I Regular Interest LT-M3 and REMIC I Regular
        Interest LT-M4, 1.00%, in the same proportion as principal payments are
        allocated to the Corresponding Certificates, until the Uncertificated Principal
        Balances of such REMIC I Regular Interests are reduced to zero and second,
        to
        the Holders of REMIC I Regular Interest LT-ZZ until the Uncertificated Principal
        Balance of such REMIC I Regular Interest is reduced to zero; then

       

      (iii)  any
        remaining amount to the Holders of the Class R Certificates;

       

      provided,
        however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
        attributable to an Overcollateralization Reduction Amount shall be allocated
        to
        Holders of (i) REMIC I Regular Interest LT-AA and REMIC I Regular Interest
        LT-P,
        in that order and (ii) REMIC I Regular Interest LT-ZZ, respectively; provided
        that REMIC I Regular Interest LT-P shall not be reduced until the Distribution
        Date in August 2011, at which point such amount shall be distributed to REMIC
        I
        Regular Interest LT-P, until $100 has been distributed pursuant to this
        clause.

       

      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 Servicer and remitted to the related Deposit 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 Asset Acceptance Corporation, Alternative Loan Trust 2006-WF1 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 August 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 Asset Acceptance Corporation, Mortgage Pass-Through Certificates,
        Series
        2006-WF1, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
        Class M-1, Class M-2, Class M-3 and Class M-4”. 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 $5,000. 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 paragraphs 3, 4, 5, 6
        and 7
        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-1 Certificates to receive payments from the Net WAC
        Reserve Fund shall be $9,000.00 and the amount allocated to the right of
        the
        holders of the Publicly Offered Certificates (other than the Class A-1
        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  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
        5.12(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 5.12(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”),
        or 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, 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 5.12(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 5.12(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 5.12(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 (B) if any registered public
        accounting firm attestation report described under Section 3.14 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 5.12(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
        5.12(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 5.12(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)  On
        each
        Distribution Date, the Securities Administrator will calculate the PMI Threshold
        Percentage based on information provided by the Servicer and the PMI Insurer.
        The PMI Threshold Percentage will be included in the statement to
        Certificateholders prepared and made available by the Securities Administrator
        pursuant to Section 5.07 of this Agreement. The Depositor will be obligated
        to
        provide to the Securities Administrator any financial statements of or other
        information relating to the PMI Insurer that may be required to be included
        in
        any Form 10-D, Form 8-K or Form 10-K or written notification instructing
        the
        Securities Administrator that such Additional Disclosure is not necessary
        for
        such Distribution Date. The Depositor shall be responsible for any reasonable
        fees and expenses assessed or incurred by the Securities Administrator in
        connection with including any Additional Disclosure information pursuant
        to this
        Section.

       

      (f)  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 5.12 or such
        party’s negligence, bad faith or willful misconduct in connection therewith.


       

      Notwithstanding
        the provisions of Section 11.01, this Section 5.12 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 5.12 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.

       

       

       

      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-5. 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

              	
                $ 133,955,000

              	
                Class
                  A-1 Pass-Through Rate

              
	
                A-2

              	
                $ 25,000

              	
                $1

              	
                $ 
                   28,480,000

              	
                Class
                  A-2 Pass-Through Rate

              
	
                A-3

              	
                $ 25,000

              	
                $1

              	
                $ 
                   37,886,000

              	
                Class
                  A-3 Pass-Through Rate

              
	
                A-4

              	
                $ 25,000

              	
                $1

              	
                $ 
                   50,423,000

              	
                Class
                  A-4 Pass-Through Rate

              
	
                A-5

              	
                $ 25,000

              	
                $1

              	
                $ 
                   26,149,000

              	
                Class
                  A-5 Pass-Through Rate

              
	
                A-6

              	
                $ 25,000

              	
                $1

              	
                $ 
                   30,670,000

              	
                Class
                  A-6 Pass-Through Rate

              
	
                M-1

              	
                $ 25,000

              	
                $1

              	
                $ 
                   11,764,000

              	
                Class
                  M-1 Pass-Through Rate

              
	
                M-2

              	
                $ 25,000

              	
                $1

              	
                $ 
                   10,400,000

              	
                Class
                  M-2 Pass-Through Rate

              
	
                M-3

              	
                $ 25,000

              	
                $1

              	
                $   
                   5,967,000

              	
                Class
                  M-3 Pass-Through Rate

              
	
                M-4

              	
                $ 25,000

              	
                $1

              	
                $   
                   3,410,000

              	
                Class
                  M-4 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

              


      

      


       

      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 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 or Subordinate Certificate 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.

       

      (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)  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.

       

      (e)  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 Class R Certificate, the holder thereof may exchange, in the
        manner described above, such Class R 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 Class R Certificate being exchanged.

       

      (f)  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.

       

      (g)  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.

       

      (h)  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 Servicer, 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 Servicer, 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 Servicer, 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 AND THE MASTER SERVICER

       

      Section
        7.01  Liabilities
        of the Depositor and the Master Servicer.

       

      Each
        of
        the Depositor 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 or the Master Servicer.

       

      (a)  Subject
        to subsection (b) below, the Depositor will keep in full force and effect
        its
        rights and franchises as a corporation under the laws of the jurisdiction
        of its
        incorporation. Subject to the following paragraph, the Master Servicer shall
        keep in full force and effect its existence, rights and franchises as a
        corporation under the laws of the jurisdiction of its formation. The Depositor
        and the Master Servicer each 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 respective duties under this Agreement.

       

      (b)  The
        Depositor or the Master Servicer may be merged or consolidated, or any person
        resulting from any merger or consolidation to which the Depositor or the
        Master
        Servicer shall be a party, or any Person succeeding to the business of the
        Depositor or the Master Servicer shall be the successor of the Depositor
        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.

       

      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)  [Reserved]

       

      (c)  Each
        of
        the Depositor, Master Servicer, Securities Administrator and any Servicing
        Function Participant engaged by such party, respectively, shall indemnify
        and
        hold harmless the Master Servicer, the Securities Administrator, the Trustee
        and
        the Depositor, respectively, and each of its 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 or any information, data or materials required to be
        included in any 1934 Act report, (b) any material misstatement or omission
        in
        any information, data or materials provided by such party (or, in the case
        of
        the Securities Administrator or Master Servicer, any material misstatement
        or
        material omission in (i) any Compliance Statement, Assessment of Compliance
        or
        Attestation Report delivered by it, or by any Servicing Function Participant
        engaged by it, pursuant to this Agreement, or (ii) any Additional Form 10-D
        Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure concerning
        the Master Servicer or the Securities Administrator), or (c) the negligence,
        bad
        faith or willful misconduct of such indemnifying party in connection with
        its
        performance hereunder. If the indemnification provided for in this Section
        11.03(e) is unavailable or insufficient to hold harmless the Master Servicer,
        the Securities Administrator or the Depositor, as the case may be, then each
        such party agrees that it shall contribute to the amount paid or payable
        by the
        Master Servicer, the Securities Administrator or the Depositor, as applicable,
        as a result of any claims, losses, damages or liabilities incurred by such
        party
        in such proportion as is appropriate to reflect the relative fault of the
        indemnified party on the one hand and the indemnifying party on the other.
        This
        indemnification shall survive the termination of this Agreement or the
        termination of any party to this Agreement.

       

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

       

      Subject
        to the obligation of the Depositor to indemnify the Indemnified Persons pursuant
        to Section 7.03 and the Servicer’s indemnification obligations under the
        Servicing Agreement:

       

      (a)  None
        of
        the Depositor, the Securities Administrator, the Master Servicer or any of
        the
        directors, officers, employees or agents of the Depositor, the Securities
        Administrator, the Master Servicer and the 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 the Servicing Agreement, as applicable, 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
        under the Servicing Agreement 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 or under the Servicing Agreement.

       

      (b)  The
        Depositor, the Securities Administrator, the Master Servicer, the 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 or under the Servicing Agreement.

       

      (c)  The
        Depositor, the Securities Administrator, the Master Servicer, the Servicer,
        the
        Trustee, the Custodian and any director, officer, employee or agent of the
        Depositor, the Securities Administrator, the Master Servicer, the 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
        Servicing Agreement, the Custodial Agreement or the Certificates (including
        any
        pending or threatened claim or legal action), other than (i) with respect
        to the
        Servicer, such loss, liability or expense related to the Servicer’s failure to
        perform its duties in compliance with the Servicing 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 under the Custodial Agreement, (ii) with respect to the
        Servicer, any such loss, liability or expense incurred by reason of the
        Servicer’s willful misfeasance, bad faith or gross negligence in the performance
        of its duties under the Servicing Agreement or (iii) with respect to the
        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, the Servicer 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 or the
        Servicing Agreement and that in its opinion may involve it in any expense
        or
        liability; provided, however, that each of the Depositor, the Securities
        Administrator, the Servicer 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 Servicing Agreement and the rights and duties of
        the
        parties hereto and the interests of the Certificateholders hereunder and
        under
        the Servicing Agreement. 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 under the Servicing Agreement or
        by
        reason of reckless disregard of obligations and duties hereunder or under
        the
        Servicing Agreement) shall be expenses, costs and liabilities of the Trust
        Fund,
        and the Depositor, the Securities Administrator, the Servicer and the Master
        Servicer shall be entitled to be reimbursed therefor out of the Distribution
        Account as provided by Section 3.27 or Section 3.32, as applicable. 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 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 the Master Servicer,
        Servicer, the Depositor or the Custodian.

       

      Section
        7.05  Reserved.

       

      Section
        7.06  Appointment
        of Special Servicer.

       

      The
        Sponsor may, at its option, appoint a special servicer with respect to certain
        of the Mortgage Loans. The Sponsor and the 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 the Servicing Agreement and shall obligate the special
        servicer to service such Mortgage Loans in accordance with standard of care
        set
        forth in the Servicing Agreement. The fee payable to the special servicer
        for
        the performance of such duties and obligations will paid from the Servicing
        Fee
        collected by the Servicer with respect to each such Mortgage Loan and will
        be
        remitted to such special servicer by the 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 Master Servicer.

       

      The
        Master Servicer shall afford the Depositor and the Trustee, upon reasonable
        notice, during normal business hours, access to all records maintained by
        the
        Master Servicer in respect of the Master Servicer’s rights and obligations
        hereunder and access to officers of the Master Servicer responsible for such
        obligations. Upon request, the Master Servicer shall furnish to the Depositor
        and the Trustee its most recent financial statements and such other information
        relating to the Master Servicer’s capacity to perform its obligations under this
        Agreement as it 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 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
        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
        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 Master Servicer to comply
        with any applicable law prohibiting disclosure of information regarding the
        Mortgagors and the failure of the Master 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
        Master Servicer to collect, create, collate or otherwise generate any
        information that it does not generate in its usual course of business. The
        Master 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 under this Agreement and may, but is not obligated to,
        perform, or cause a designee to perform, any defaulted obligation of the
        Master
        Servicer under this Agreement or exercise the rights of the Master Servicer
        under this Agreement; provided that the Master Servicer shall not 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 and is
        not
        obligated to supervise the performance of the Master Servicer under this
        Agreement or otherwise.

       

       

       

      ARTICLE
        VIII


      DEFAULT;
        TERMINATION OF SERVICER AND MASTER SERVICER

       

      Section
        8.01  Events
        of Default.

       

      In
        case
        one or more events of default by the Servicer under the Servicing Agreement
        (each, a “Servicer Default”) shall occur and be continuing, then, and in each
        and every such case, so long as a Servicer Default shall not have been remedied,
        the Master Servicer shall notify the Trustee and the Trustee, by notice in
        writing to the defaulting Servicer, shall with respect to a payment default
        by
        the Servicer pursuant to the Servicing Agreement and, upon the occurrence
        and
        continuance of any other Servicer Default, 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 this Agreement and the Servicing Agreement and at law or equity
        to
        damages, including injunctive relief and specific performance, terminate
        all the
        rights and obligations of the defaulting Servicer under the Agreement and
        in and
        to the Mortgage Loans and the proceeds thereof without compensating the
        defaulting Servicer for the same with respect to a default by the Servicer.
        On
        or after the receipt by the defaulting Servicer of such written notice, all
        authority and power of the Servicer under the Servicing Agreement whether
        with
        respect to the Mortgage Loans or otherwise, shall pass to and be vested in
        the
        Trustee. Upon receipt of the above-mentioned termination notice, 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 the
        Servicer’s sole expense. The defaulting Servicer shall cooperate with the
        Trustee in effecting the termination of the Servicer’s responsibilities and
        rights under the Servicing Agreement 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 Custodial 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 the Servicing
        Agreement on or prior to the date of such termination, whether in respect
        of
        Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise.
        The Trustee shall not have knowledge of any Servicer Default unless a
        Responsible Officer of the Trustee has actual knowledge or unless written
        notice
        of the Servicer Default is received by the Trustee at its address for notice
        and
        such notice references the Certificates, the Trust Fund or this
        Agreement.

       

      (a)  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 5.12.

       

      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.

       

      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.

       

      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.

       

      Section
        8.02  Master
        Servicer to Act; Appointment of Successor.

       

      On
        and
        after the time the Servicer receives a notice of termination pursuant to
        Section 8.01, the Trustee shall become the successor to the 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 Servicer
        by the terms and provisions of the Servicing Agreement, including, the
        obligation to make Advances, except as otherwise provided herein; provided,
        however, that 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
        Trustee 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 Trustee shall be entitled to all fees, costs and expenses relating
        to the Mortgage Loans that the terminated Servicer would have been entitled
        to
        if it had continued to act as Servicer under the Servicing Agreement, provided,
        however, that the Trustee shall not 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 or (iv) obligated to deposit losses on any Permitted
        Investment directed by the terminated Servicer. 

       

      Notwithstanding
        the foregoing, the Trustee may, if it shall be unwilling to so act, or shall,
        if
        it is prohibited by applicable law from making Advances pursuant to 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
        Servicer under the Servicing Agreement in the assumption of all or any part
        of
        the responsibilities, duties or liabilities of the Servicer 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 Mortgage Loans 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 the Servicer under the Servicing
        Agreement), with like effect as if originally named as a party to 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 Trustee assumes the duties and
        responsibilities of the terminated Servicer in accordance with this
        Section 8.02, the Trustee 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, the Trustee,
        unless the Trustee is prohibited by law from so acting, shall act in such
        capacity as hereinabove provided. In connection with such appointment and
        assumption, the Trustee 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 under the Servicing Agreement. The
        Trustee and such successor shall take such action, consistent with this
        Agreement and the Servicing Agreement, as shall be necessary to effectuate
        any
        such succession. Neither the Trustee 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 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 Trustee in connection with the termination of the 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 Trustee to
        correct
        any errors or insufficiencies in the servicing data or otherwise to enable
        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 Trustee from the Distribution Account
        pursuant to Section 3.31. Any successor to the terminated Servicer as
        Successor Servicer under the Servicing Agreement shall give notice to the
        applicable Mortgagors of such change of the 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 the Servicing
        Agreement.

       

      On
        and
        after the time the Master Servicer receives a notice of termination, the
        Trustee
        shall be the successor in all respects to the Master Servicer (and, if
        applicable, the Securities Administrator) in its capacity as Master Servicer
        (and, if applicable, the Securities Administrator) under this Agreement and
        the
        transactions set forth or provided for herein, and all the responsibilities,
        duties and liabilities relating thereto and arising thereafter shall be assumed
        by the Trustee (except for any representations or warranties of the Master
        Servicer under this Agreement, the responsibilities, duties and liabilities
        contained in Section 2.3 and the obligation to deposit amounts in respect
        of
        losses pursuant to Section 3.22(c)) by the terms and provisions hereof. As
        compensation therefor, the Trustee shall be entitled to and all funds relating
        to the Loans, investment earnings on the Distribution Account and all other
        remuneration to which the Master Servicer would have been entitled if it
        had
        continued to act hereunder. Notwithstanding the above and subject to the
        immediately following paragraph, the Trustee may, if it shall be unwilling
        to so
        act, or shall, if it is unable to so act or if it is prohibited by law from
        making advances regarding delinquent mortgage loans or if the Holders of
        Certificates evidencing, in aggregate, not less than 51% of the Certificate
        Principal Balance of the Certificates so request in writing promptly appoint
        or
        petition a court of competent jurisdiction to appoint, an established mortgage
        loan servicing institution acceptable to each Rating Agency and having a
        net
        worth of not less than $25,000,000, as the successor to the Master Servicer
        under this Agreement in the assumption of all or any part of the
        responsibilities, duties or liabilities of the Master Servicer under this
        Agreement.

      


      No
        appointment of a successor to the Master Servicer (and, if applicable, the
        Securities Administrator) under this Agreement shall be effective until the
        assumption by the successor of all of the Master Servicer’s (and, if applicable,
        the Securities Administrator’s) responsibilities, duties and liabilities
        hereunder. In connection with such appointment and assumption described herein,
        the Trustee may make such arrangements for the compensation of such successor
        out of payments on Loans as it and such successor shall agree; provided,
        however, that no such compensation shall be in excess of that permitted the
        Master Servicer (and, if applicable, the Securities Administrator) as such
        hereunder. The Depositor, the Trustee and such successor shall take such
        action,
        consistent with this Agreement, as shall be necessary to effectuate any such
        succession. Pending appointment of a successor to the Master Servicer (and,
        if
        applicable, the Securities Administrator) under this Agreement, the Trustee
        shall act in such capacity as hereinabove provided. The transition costs
        and
        expenses incurred by the Trustee in connection with the replacement of the
        Master Servicer (and, if applicable, the Securities Administrator) shall
        be
        reimbursed out of the Trust Fund.

       

      Section
        8.03  Notification
        to Certificateholders.

       

      (a)  Upon
        any
        termination of or appointment of a successor to the 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 the Servicer or Master
        Servicer in the performance of its obligations hereunder 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 in writing.

       

       

       

      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 or Master Servicer
        Default, and after the curing or waiver of all Servicer Defaults or 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 or 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 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 or Master Servicer Default and after
        the
        curing or waiver of all such Servicer Defaults or 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 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 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 or Master 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 Servicer,
        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 or 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 or Master Servicer Default hereunder
        and
        after the curing or waiver of all Servicer Defaults or 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 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; 

       

      (xi)  The
        Trustee is hereby directed by the Depositor to execute the Cap Contract on
        behalf of the Trust Fund in the form presented to it by the Depositor and
        shall
        have no responsibility for the contents of the Cap Contract, including, without
        limitation, the representations and warranties contained therein. Any funds
        payable by the Trustee under the Cap Contract at closing shall be paid by
        the
        Depositor. Notwithstanding anything to the contrary contained herein or in
        the
        Cap Contract, the Trustee shall not be required to make any payments to the
        counterparty under the Cap Contract.

       

      (xii)  None
        of
        the Securities Administrator, the Master Servicer, the Servicer, the Sponsor,
        the Depositor, the Custodian or the Trustee shall be responsible for the
        acts or
        omissions of the others, it being understood that this Agreement shall not
        be
        construed to render them partners, joint venturers or agents of one another;
        and

       

      (xiii)  The
        permissive rights of the Trustee enumerated herein shall not be construed
        as
        duties.

       

      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 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 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 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/F1" by Fitch, if Fitch
        is a
        Rating Agency, or 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.

       

      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 the REMIC I or 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
        REMIC
        I, and to vest in such Person or Persons, in such capacity, and for the benefit
        of the Holders of the Certificates, such title to REMIC I, 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 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, the Servicer 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-4 Certificates, second, to the Class M-3 Certificates, third, to the Class
        M-2
        Certificates, fourth, to the Class M-1 Certificates, and fifth, 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
        Servicer 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 and (v) 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.

       

      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 REMIC I
        and
        REMIC II, 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 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.

       

      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 effect any
        changes
        in the parties obligations as are necessary to accommodate evolving
        interpretations of the provisions of Regulation AB and 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.

       

      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.

       

      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
        Trustee 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 the 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:

       

      	(1)  	
              Each
                Annual Statement of Compliance described in Section 3.13 of this
                Agreement; and

            


       

      	(2)  	
              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 Asset Acceptance Corp., 2 World Financial Center, Building B, New
        York,
        New York 10281 Attention: Nomura Asset Acceptance Corporation, Alternative
        Loan
        Trust, Series 2006-WF1; (ii) in the case of the Sponsor, Nomura Credit &
Capital, Inc., 2 World Financial Center, Building B, New York, New York 10281,
        Attention: Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
        2006-WF1 or such other address as may be hereafter furnished to the other
        parties hereto by the Sponsor in writing; (iii) in the case of the Servicer,
        Wells Fargo Bank, N.A., 1 Home Campus, Des Moines, Iowa 50328-0001; (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 - NAAC 2006-WF1) 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 5.12 of this Agreement is to facilitate compliance by the Sponsor,
        the
        Master Servicer, the Securities Administrator 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 and (c) the
        parties
        shall comply with requests made by the Sponsor, the Master Servicer, the
        Securities Administrator 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.

       

      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-1 Certificates
        for
        distribution by the Securities Administrator to the Class A-1 Certificates
        in
        accordance with Section 5.04(a), clause Third,
        item
        3.

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      



      IN
        WITNESS WHEREOF, the Depositor, the Sponsor, the Master Servicer, 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
                  ASSET ACCEPTANCE
                  CORPORATION,

              
	 	
                as
                  Depositor

                 

              
	 	
                By:
                  /s/
                  John P. Graham

              
	 	
                Name:
                  

              
	 	
                Title:
                  

                 

              
	 	
                NOMURA
                  CREDIT & CAPITAL, INC.,

              
	 	
                as
                  Sponsor

                 

              
	 	
                By:
                  /s/
                  Jeane D. Leschak

              
	 	
                Name:
                  Jeane D. Leschak

              
	 	
                Title:
                  Director

                 

              
	 	
                WELLS
                  FARGO
                  BANK, NATIONAL
                  ASSOCIATION,

              
	 	
                as
                  Master Servicer and Securities Administrator

                 

              
	 	
                By:
                  /s/
                  Amy Doyle

              
	 	
                Name:
                  Amy Doyle

              
	 	
                Title:
                  Vice President

                 

              
	 	
                HSBC
                  BANK
                  USA, NATIONAL
                  ASSOCIATION,

              
	 	
                as
                  Trustee

                 

              
	 	
                By:
                  /s/
                  Elena Zheng

              
	 	
                Name:
                  Elena Zheng

              
	 	
                Title:
                  Assistant Vice President

                 

              
	 	
                With
                  respect to Sections 3.33 and 3.34

              
	 	
                PORTFOLIO
                  SURVEILLANCE ANALYTICS, LLC

                 

              
	 	
                By:
                  /s/
                  Kevin J. Cooke

              
	 	
                Name:
                  Kevin J. Cooke

              
	 	
                Title:
                  Managing Partner

              
	 	 


      

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      
        	
                STATE
                  OF NEW YORK

              	
                )

              
	 	
                ) 
                  ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              


      

      


      On
        this
        ___ day of August 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 Asset Acceptance
        Corporation, one of the corporations 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 August 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., 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 August 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 Portfolio Surveillance Analytics,
        LLC, one of the corporations 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 August 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 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 August 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 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][5][6] 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.

      


      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][5][6] Senior

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement

                and
                  Cut-off Date: August 1, 2006

              	
                Aggregate
                  Initial Certificate Principal Balance of the Class A-[1][2][3][4][5][6]
                  Certificates as of the Cut-off Date:

                $ 

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	
                First
                  Distribution Date: September 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:

                June
                  25, 2036

              	
                CUSIP:
                  [__________________]

              
	 	 


      

      


      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2006-WF1

      


      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        A-[1][2][3][4][5][6] 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 ASSET ACCEPTANCE CORPORATION.

      


      


      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Asset Acceptance Corporation
        (“NAAC”) 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 NAAC or the Trustee or any of their affiliates
        or
        any other person. None of NAAC, 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 one-
        to four-family residences, units in planned unit developments and individual
        condominium units (collectively, the “Mortgage Loans”) sold by NAAC. The
        Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the “Sponsor”)
        to
        NAAC. The Trust Fund was created pursuant to the Pooling and Servicing Agreement
        dated as of the Cut-off Date specified above (the “Agreement”), among NAAC, 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 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] [FOR CLASS A-[2][3][4][5][6]][the
        calendar month immediately preceding 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 CERTIFICATES][the lesser
        of (i)
        One-Month LIBOR plus [______]% per annum and (ii) the Net WAC Rate Cap for
        such
        Distribution Date] [FOR CLASS A-[2][3][4]] 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 Net WAC Rate Cap for such Distribution Date] [FOR CLASS
        A-[5][6] 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)(a) with respect to any Distribution Date which
        occurs on or prior to the Optional Termination Date, [_____]% per annum and
        (b)
        with respect to each Distribution Date which occurs thereafter, [_____]%
        per
        annum and (ii) the Net WAC Rate Cap 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, 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
        June 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 above, 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.

      


      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 respecting the Mortgage Loans and other
        assets included in the Trust Fund relating to the Mortgage Loans [FOR CLASS
        A-1
        ONLY: (including the Cap Agreement)], 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,
        or
        (ii) the optional repurchase by the party named in the Agreement 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. 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: August
                  __, 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][5][6] 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][4] 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]
        [AND
        THE CLASS M-3 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”).

      


      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][4]
                  Subordinate

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement

                and
                  Cut-off Date: August 1, 2006

              	
                Aggregate
                  Initial Certificate Principal Balance of this Class M-[1][2][3][4]
                  Certificate as of the Cut-off Date:

                $_______________

              
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	 	 
	
                First
                  Distribution Date:

                September
                  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:

                June
                  25, 2036

              	
                CUSIP:
                  [__________________]

              
	 	 


      

      


      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2006-WF1

      


      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        M-[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 ASSET ACCEPTANCE CORPORATION.

      


      


      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Asset Acceptance Corporation
        (“NAAC”) 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 NAAC or the Trustee or any of their affiliates
        or
        any other person. None of NAAC, 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 one-
        to four-family residences, units in planned unit developments and individual
        condominium units (collectively, the “Mortgage Loans”) sold by NAAC. The
        Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the “Sponsor”) to
        NAAC. The Trust Fund was created pursuant to the Pooling and Servicing Agreement
        dated as of the Cut-off Date specified above (the “Agreement”), among NAAC, 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 prior to the calendar
        month in which a 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 each Distribution Date which occurs on or prior to
        the
        Optional Termination Date, [____]% per annum and (b) with respect to each
        Distribution Date which occurs thereafter, [____]% per annum and (ii) the
        Net
        WAC Rate Cap 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, 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 above, 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.

      


      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. The Certificates are limited in right of
        payment to certain collections and recoveries respecting the Mortgage Loans
        and
        other assets included in the Trust Fund relating to the Mortgage Loans, 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,
        or
        (ii) the optional repurchase by the party named in the Agreement 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. 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: August
                  __, 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][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-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
        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: ____

              
	 	 
	
                Class
                  X

              	
                Variable
                  Pass-Through Rate

              
	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date: August 1,
                  2006

              	
                Initial
                  Certificate Notional Balance of this Certificate as of the Cut-off
                  Date:

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	
                First
                  Distribution Date: September 25, 2006

              	 
	 	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  N.A.

              
	
                Assumed
                  Final Distribution Date: June 25, 2036

              	
                CUSIP:
                  [__________________]

              


      

      


      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2006-WF1

      


      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
        ASSET
        ACCEPTANCE CORPORATION.

      


      


      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Asset Acceptance Corporation
        (“NAAC”) or the Trustee referred to below 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 NAAC or the Trustee
        or
        any of their affiliates or any other person. None of NAAC, 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 one- to four-family residences, units in planned unit developments
        and individual condominium units (collectively, the “Mortgage Loans”) sold by
        NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NAAC. The Trust Fund was created pursuant to the Pooling and
        Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NAAC, 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 prior to 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, 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 above, 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 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,
        or
        (ii) the optional repurchase by the party named in the Agreement 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. 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: August
                  __, 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: August 1,
                  2006

              	
                Aggregate
                  Initial Certificate Principal Balance of the Class P Certificates
                  as of
                  the Cut-off Date: $100

              
	 	 
	
                First
                  Distribution Date: September 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: June 25, 2036

              	 
	 	
                CUSIP:
                  [__________________]

              


      

      


      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2006-WF1

      


      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
        ASSET
        ACCEPTANCE CORPORATION.

      


      


      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Asset Acceptance Corporation
        (“NAAC”) or the Trustee referred to below 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 NAAC or the Trustee
        or
        any of their affiliates or any other person. None of NAAC, 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 one- to four-family residences, units in planned unit developments
        and individual condominium units (collectively, the “Mortgage Loans”) sold by
        NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NAAC. The Trust Fund was created pursuant to the Pooling and
        Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NAAC, 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, 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, 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 above, 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 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,
        or
        (ii) the optional repurchase by the party named in the Agreement 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. 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: May
                  __, 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: August 1, 2006

              	 
	 	 
	
                First
                  Distribution Date:

                September
                  25, 2006

              	 
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  N.A.

              
	 	 
	
                Assumed
                  Final Distribution Date: June 25, 2036

              	 
	 	
                CUSIP:
                  [__________________] 

              


      

      


      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2006-WF1

      


      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
        ASSET
        ACCEPTANCE CORPORATION.

      


      


      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Asset Acceptance Corporation
        (“NAAC”) or the Trustee referred to below 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 NAAC or the Trustee
        or
        any of their affiliates or any other person. None of NAAC, 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 one- to four-family residences, units in planned unit developments
        and individual condominium units (collectively, the “Mortgage Loans”) sold by
        NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NAAC. The Trust Fund was created pursuant to the Pooling and
        Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NAAC, 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, 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, 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 above, 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. The Certificates are limited in right of
        payment to certain collections and recoveries respecting the Mortgage Loans
        and
        other assets included in the Trust Fund relating to the Mortgage Loans, 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,
        or
        (ii) the optional repurchase by the party named in the Agreement 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. 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: August
                  __, 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
        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 August 30, 2006,
          between Nomura Credit & Capital, Inc., a Delaware corporation (the “Seller”)
          and Nomura Asset Acceptance Corporation, 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 Asset
          Acceptance Corporation, Alternative Loan Trust, Series 2006-WF1, Mortgage
          Pass-Through Certificates (the “Certificates”). The Certificates will consist of
          thirteen (13) classes of certificates. The Certificates will be issued
          pursuant
          to a Pooling and Servicing Agreement for Series 2006-WF1, dated as of August
          1,
          2006 (the “Pooling and Servicing Agreement”), among the Seller as sponsor, the
          Purchaser as depositor, Wells Fargo Bank, N.A. (“Wells Fargo”) as master
          servicer and 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, Class A-4, Class A-5, Class A-6, Class M-1, Class M-2, Class M-3 and
          Class
          M-4 Certificates to Nomura Securities International, Inc. (“NSII”) and Citigroup
          Global Markets, Inc. (together with NSII, the “Underwriters”), pursuant to the
          Amended and Restated Underwriting Agreement between the Purchaser and NSII,
          dated July 1, 2006, and the Terms Agreement among the Purchaser and the
          Underwriters, dated August 29, 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 August 1, 2006 (the “Custodial Agreement”),
          among the Trustee, Wells Fargo as servicer (the “Servicer”) and Wells Fargo as
          custodian (the “Custodian”), the Trustee intends to have the Custodian take
          possession of the Mortgages and Mortgage Notes, along with certain other
          documents specified in the Custodial Agreement, as the custodian of 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 August 30,
          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
          August 1, 2006 (the “Cut-off Date”) of approximately $340,979,043 (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
          set 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 and Class R 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;
          and
          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.

        
          

          
            *
              Please
              contact Nomura Credit & Capital, Inc. for pricing information.

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

        (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 custodians. 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 of 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 notice, 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; 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
          because the originals of such documents, or a certified copy, have not
          been
          returned by the applicable jurisdiction, the Seller shall not be required
          to
          purchase 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 (a) 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 so to 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, or 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
          its
          entering into this Agreement, (B) seeking to prevent the sale 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 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 any of 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 at the date or dates respecting 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 (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
          collectability 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) under the applicable state law.

         

        (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 was 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) and 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 (i) 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 or (ii) 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,
          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 on 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 a 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 the
          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 of 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 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, (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 the 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 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: (i) any encroachment insured against in the lender's
          title
          insurance policy identified in clause (xiii) above, (ii) any encroachment
          generally acceptable to mortgage loan originators doing business in the
          same
          jurisdiction as the Mortgaged Property, and (iii) 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 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 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 (the “Georgia
          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 at the date or dates on which such information
          is furnished respecting with such information is 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 collectability 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 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 and warranty was
          inaccurate as of the date such representation and 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
          and
          warranty being inaccurate at the time the representation and 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, or that any material
          document was not transferred by the Seller (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 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 and 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 and 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 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 in 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 in 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 respecting a missing document or 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
          (NAAC
          2006-WF1), 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.

        


        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) (1) 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;
          (2) 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; (3) 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
          (4) 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(d) 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]

        


        


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          




        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:

                	 
	
                  Name:

                	 
	
                  Title:

                	 
	 
	 
	
                  NOMURA
                    ASSET ACCEPTANCE CORPORATION

                
	 	 
	
                  By:

                	 
	
                  Name:

                	
                  John
                    P. Graham

                
	
                  Title:

                	
                  President

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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 August 30,
          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 Asset Acceptance
                  Corporation, Alternative Loan Trust, Series 2006-WF1 Mortgage Pass-Through
                  Certificates, Class R Certificates (the “Class R 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 Class R Certificates
                  were issued.

              


      

       

      
        	 	
                2.

              	
                The
                  Investor (i) is and will be a “Permitted Transferee” as of
                  ____________________. ____ and (ii) is acquiring the Class R 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
                  Class R Certificates to disqualified organizations under the Internal
                  Revenue Code of 1986 that applies to all transfers of the Class
                  R
                  Certificates after July 31, 1988; (ii) that such tax would be 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 Class R 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 Class R 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 Class R 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 Class R 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 Class
                  R Certificates and the provisions of Section 6.02(d) of the Pooling
                  and
                  Servicing Agreement under which the Class R 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 Class R 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 Class
                  R
                  Certificates, have sufficient assets to pay any taxes owed by the
                  holder
                  of such Class R Certificates, and hereby represents to and for
                  the benefit
                  of the person from whom it acquired the Class R Certificates that
                  the
                  Investor intends to pay taxes associated with holding such Class
                  R
                  Certificates as they become due, fully understanding that it may
                  incur tax
                  liabilities in excess of any cash flows generated by the Class
                  R
                  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 Class R
                  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 Class R Certificates with the intent
                  to
                  transfer the Class R Certificates to any person or entity that
                  will not
                  have sufficient assets to pay any taxes owed by the holder of such
                  Class R
                  Certificates, or that may become insolvent or subject to a bankruptcy
                  proceeding, for so long as the Class R Certificates remain
                  outstanding.

              


      

       

      
        	 	
                14.

              	
                The
                  Investor will, in connection with any transfer that it makes of
                  the Class
                  R Certificates, obtain from its transferee the representations
                  required by
                  Section 6.02(d) of the Pooling and Servicing Agreement under which
                  the
                  Class R 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 Class
                  R Certificates, deliver to the Securities Administrator an affidavit,
                  which represents and warrants that it is not transferring the Class
                  R
                  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
                  Class R
                  Certificates; (ii) may become insolvent or subject to a bankruptcy
                  proceeding for so long as the Class R Certificates remains 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 of the Class R Certificate, 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 assigned of the undersigned
                  in the
                  Class R Certificate. In connection with any transfer of the Class
                  R
                  Certificate, 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 Class R 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 August 1, 2006, among Nomura
        Asset Acceptance Corporation, 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 [Name of Officer], 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
        Asset Acceptance Corporation

      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 Asset Acceptance Corporation, Alternative Loan Trust, Series
        2006-WF1

       

      
        	
                Re:

              	
                Nomura
                  Asset Acceptance Corporation 

                Mortgage
                  Pass-Through Certificates, Series 2006-WF1, Class
                  [X][P][R]

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the sale by ___________ (the “Sponsor”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Mortgage
        Pass-Through Certificates, Series 2006-WF1, Class [X][P][R] (the
“Certificates”), issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of August 1, 2006, among Nomura
        Asset Acceptance Corporation, 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 respect to any Certificate, any interest in any Certificate
        or
        any other similar security with any person in any manner, (d) has made 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 the 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
        Asset Acceptance Corporation

      2
        World
        Financial Center

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
        2006-WF1

       

      
        	
                Re:

              	
                Nomura
                  Asset Acceptance Corporation, Alternative Loan Trust, Mortgage
                  Pass-Through Certificates, Series
                  2006-WF1

              


      

       

      Ladies
        and Gentlemen:

       

      _______________
        (the “Purchaser”) intends to purchase from ____________ (the “Sponsor”)
        $_________ Initial Certificate Principal Balance of Mortgage Pass-Through
        Certificates, Series 2006-WF1, Class [X][P][R] (the “Certificates”), issued
        pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”), dated as of August 1, 2006, among Nomura Asset Acceptance
        Corporation, 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
                  resold 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 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 of 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 respect
                  to any
                  Certificate, any interest in any Certificate or any other similar
                  security
                  with any person in any manner, (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
        Asset Acceptance Corporation

      2
        World
        Financial Center

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

       

      
        	
                Re:

              	
                Nomura
                  Asset Acceptance Corporation, Alternative Loan Trust, Mortgage
                  Pass-Through Certificates, Series 2006-WF1 (the “Certificates”), including
                  the Class [X][P][R] 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 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, 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 Privately Offered 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 or Class R 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] 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 August 1, 2006, between Nomura Asset
        Acceptance Corporation, 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
        Asset Acceptance Corporation

      2
        World
        Financial Center, Building B

      New
        York,
        New York 10281

       

      Attn: Corporate
        Trust Services - Nomura Asset Acceptance Corporation, Alternative Loan Trust,
         Mortgage
        Pass-Through Certificates, Series 2006-WF1 - 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
        August 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

       

      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
                  Fargo2

              
	
                (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

              	 	 	 
	
                (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

              	 	 	
                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

              	 	 	 
	
                (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.

        

        
          2 
            Wells Fargo in its capacity as Paying Agent, Master Servicer and
            Securities Administrator.

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

      

      EXHIBIT
        M

       

      FORM
        OF
        BACK-UP CERTIFICATION

       

      Re: __________
        (the “Trust”)

       

      Mortgage
        Pass-Through Certificates, Series 2006-WF1

       

      I,
        [identify the certifying individual], certify to Nomura Asset Acceptance
        Corporation (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 August 1,
        2006, among Nomura Asset Acceptance Corporation, 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
                  proceeding sknown 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
                  proceeding sknown 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 August 30, 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 Asset Acceptance
          Corporation, 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 August 1, 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 Asset Acceptance Corporation, Alternative
          Loan Trust, Series 2006-WF1 Mortgage Pass-Through Certificates (the
“Certificateholders”) pursuant to the Pooling and Servicing Agreement, dated as
          of August 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 (the “Master Servicer”) and securities administrator (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 bylaws 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 Asset Acceptance
          Corporation, Alternative Loan Trust, Series 2006-WF1” 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: NAAC 2006-WF1 Account #50944300

         

        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 Deleted Mortgage Loans with any
          Qualified Substitute 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 September
          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”:
          Alternative Loan Trust, Series 2006-WF1.

         

        “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 institutions in the State of New York, the State of
          Maryland, the State of Iowa, the State of California, the State of Minnesota,
          the State of South Carolina 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
          Asset Acceptance Corporation”

         

        (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,
          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
          and
          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 there 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 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 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
          Asset Acceptance Corporation

        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 - NAAC 2006-WF1

        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:_________________________________

        Name:

        Title:

        


         

        NOMURA
          ASSET ACCEPTANCE CORPORATION

        Assignee

        


         

        By:_________________________________

        Name:

        Title:

        
 

        WELLS
          FARGO BANK, N.A.

        Servicer

        


         

        By:_________________________________

        Name:

        Title:

         

        ACKNOWLEDGED
          AND AGREED TO:

        HSBC
          BANK
          USA, NATIONAL ASSOCIATION

        Trustee
          for the holders of the Nomura Asset Acceptance Corporation,

        Alternative
          Loan Trust, Series 2006-WF1

        Mortgage
          Pass-Through Certificates

        


         

        By:_________________________________

        Name:

        Title:

        


         

        ACKNOWLEDGED
          AND AGREED TO:

        WELLS
          FARGO BANK, N.A.

        Master
          Servicer

        


         

        By:_________________________________

        Name:

        Title:

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



        ATTACHMENT
          1

         

        ASSIGNED
          LOAN SCHEDULE

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



        ATTACHMENT
          2

         

        SELLER’S
          WARRANTIES AND SERVICING AGREEMENT

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



        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

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        STANDARD
          FILE LAYOUT- DELINQUENCY REPORTING

         

        Exhibit
          1: Standard File Layout - Delinquency Reporting

         

        
          	
                  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 ($)

                


        

         

        
 

        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

                


        

        


        



        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
          Officer Certificate 

         

        *
          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”)

         

        Mortgage
          Pass-Through Certificates, Series 2006-WF1

         

        I,
          [identify the certifying individual], certify to Nomura Asset Acceptance
          Corporation (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
          August 30, 2006, among Nomura Credit & Capital, Inc., Nomura Asset
          Acceptance Corporation 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:

                	
                  Wednesday,
                    The 30th of August 2006

                
	 	 
	
                  To:

                	
                  HSBC
                    Bank USA, National Association, not in its individual capacity,
                    but solely
                    as Trustee on behalf of the Nomura Asset Acceptance Corporation,
                    Alternative Loan Trust, Series 2006-WF1, Mortgage Pass-Through
                    Certificates, Series 2006-WF1

                
	 	 
	
                  From:

                	
                  Nomura
                    Global Financial Products Inc.

                
	 	 
	
                  Attention:

                	
                  Cap
                    Documentation

                


        

        


         

        


        Re
          : Cap Transaction (Class A-1 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 the Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
          2006-WF1, Mortgage Pass-Through Certificates, Series 2006-WF1 (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-1 Certificates issued pursuant
          to
          the Pooling and Servicing Agreement dated as of August 1, 2006, among Nomura
          Asset Acceptance Corporation, as Depositor, Nomura Credit & Capital, Inc.,
          as Sponsor, GMAC Mortgage Corporation, 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 Pooling and Servicing Agreement.

        


        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
          30th
          of August 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 Calculation Amount set
                    forth in the
                    Schedule I (Amortization Schedule) below

                
	 	 
	
                  Trade
                    Date:

                	
                  The
                    30th of August 2006

                
	 	 
	
                  Effective
                    Date:

                	
                  The
                    30th of August 2006

                
	 	 
	
                  Termination
                    Date:

                	
                  The
                    25th of August 2008, subject to adjustment in accordance with
                    the Modified
                    Following Business Day Convention

                
	 	 
	
                  Business
                    Days:

                	
                  New
                    York, unless indicated otherwise

                
	 	 
	
                  FIXED
                    AMOUNTS:

                	 
	 	 
	
                  Fixed
                    Rate Payer:

                	
                  Counterparty

                
	 	 
	
                  Fixed
                    Rate Payer Payment Date:

                	
                  No
                    later than the 30th of August 2006, subject to adjustment in
                    accordance
                    with the Modified Following Business Day Convention 

                
	 	 
	
                  Fixed
                    Amount:

                	
                  USD
                    9,000.00

                


        

        


        
          	
                  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 September 2006
                    to and
                    including the 25th of August 2008, 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 September 2006
                    to and
                    including the 25th of August 2008, 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:

                	
                  5.33
                    per cent per annum, exclusive of Spread

                
	 	 
	
                  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 11.40 per cent per annum,
                    then the
                    Floating Rate Option for such Calculation Period shall be deemed
                    to be
                    11.40 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, NAAC 2006-WF1

                  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
          #:          
          [TBA]

        For
          Credit To:            SAS
          Clearing

        Account
          No:         
[TBA]

        FCC
          to:           
          NAAC
          06-WF1, Account # [TBA] Net WAC Reserve Fund Account

        Beneficiary:           
          HSBC
          Bank
          USA, 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:_______________________  

        


        Name:
          

        Title:
          


        


        


        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 the Nomura Asset Acceptance Corporation, Alternative Loan
          Trust,
          Series 2006-WF1, Mortgage Pass-Through Certificates, Series
          2006-WF1

         

                     
          ____________________

        By:
                

        Name:      

        Title:


         

        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
          the Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
          2006-WF1, Mortgage Pass-Through Certificates, Series 2006-WF1 (“Counterparty”),
          pursuant to the Pooling and Servicing Agreement, dated as of August 1,
          2006,
          among the Trustee, GMAC Mortgage Corporation, Wells Fargo Bank, National
          Association, Nomura Credit & Capital, Inc., and Nomura Asset Acceptance
          Corporation.

        


        
          	
                  Calculation
                    Period

                	
                  Cap
                    Rate %

                	
                  USD Calculation
                    Amount

                
	
                  Commencing
                    on the Effective Date

                	
                  8.092

                	
                  133,955,000.00

                
	
                  Commencing
                    on the 25th of September 2006

                	
                  7.000

                	
                  129,998,000.00

                
	
                  Commencing
                    on the 25th of October 2006

                	
                  6.771

                	
                  125,794,000.00

                
	
                  Commencing
                    on the 25th of November 2006

                	
                  7.000

                	
                  121,086,000.00

                
	
                  Commencing
                    on the 25th of December 2006

                	
                  6.771

                	
                  115,886,000.00

                
	
                  Commencing
                    on the 25th of January 2007

                	
                  6.771

                	
                  110,207,000.00

                
	
                  Commencing
                    on the 25th of February 2007

                	
                  7.507

                	
                  104,064,000.00

                
	
                  Commencing
                    on the 25th of March 2007

                	
                  6.771

                	
                  97,474,000.00

                
	
                  Commencing
                    on the 25th of April 2007

                	
                  7.000

                	
                  90,460,000.00

                
	
                  Commencing
                    on the 25th of May 2007

                	
                  6.771

                	
                  83,594,000.00

                
	
                  Commencing
                    on the 25th of June 2007

                	
                  7.000

                	
                  76,874,000.00

                
	
                  Commencing
                    on the 25th of July 2007

                	
                  6.771

                	
                  70,295,000.00

                
	
                  Commencing
                    on the 25th of August 2007

                	
                  6.771

                	
                  63,856,000.00

                
	
                  Commencing
                    on the 25th of September 2007

                	
                  7.000

                	
                  57,552,000.00

                
	
                  Commencing
                    on the 25th of October 2007

                	
                  6.771

                	
                  51,381,000.00

                
	
                  Commencing
                    on the 25th of November 2007

                	
                  7.001

                	
                  45,340,000.00

                
	
                  Commencing
                    on the 25th of December 2007

                	
                  6.772

                	
                  39,426,000.00

                
	
                  Commencing
                    on the 25th of January 2008

                	
                  6.772

                	
                  33,636,000.00

                
	
                  Commencing
                    on the 25th of February 2008

                	
                  7.246

                	
                  28,111,000.00

                
	
                  Commencing
                    on the 25th of March 2008

                	
                  6.772

                	
                  22,785,000.00

                
	
                  Commencing
                    on the 25th of April 2008

                	
                  7.001

                	
                  17,576,000.00

                
	
                  Commencing
                    on the 25th of May 2008

                	
                  6.772

                	
                  12,481,000.00

                
	
                  Commencing
                    on the 25th of June 2008

                	
                  7.001

                	
                  7,500,000.00

                
	
                  Commencing
                    on the 25th of July 2008

                	
                  6.772

                	
                  2,628,000.00

                


        

        


        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 August 30, 2006, 

          


          between
            Nomura
            Global Financial Products Inc. ("NGFP")
            and HSBC
            Bank USA, National Association, not individually, but solely as Trustee
            on
            behalf of the Nomura
            Asset Acceptance Corporation, Alternative Loan Trust, Series 2006-WF1,
            Mortgage
            Pass-Through Certificates, Series 2006-WF1 ("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:
            NAAC 2006 WF1, 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, NAAC 2006-WF1

          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 August 1, 2006,
            among
            Nomura Asset Acceptance Corporation, a Delaware corporation, as depositor,
            Nomura Credit & Capital, Inc., a Delaware corporation, as Sponsor, 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:___________________________________

                    Name:

                    Title:

                  	
                    HSBC
                      BANK USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY
                      AS TRUSTEE ON
                      BEHALF OF THE NOMURA ASSET ACCEPTANCE CORPORATION, ALTERNATIVE
                      LOAN TRUST,
                      SERIES 2006-WF1, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
                      2006-WF1
                      

                     

                     

                     

                     

                     

                     

                    By:
                      _________________________________

                    Name:

                    Title:

                  
	
                     

                     

                     

                    By:
                      _____________________________________

                    Name:

                    Title:

                  	 


          


          


          
            	
                    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 SERVICING CRITERIA

      


      
        	
                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

      


      
        	
                Tab
                  1

              	 	
                Fields
                  for Tab 1

              	 	
                Fields
                  for Tab 2 thru Tab 7

              
	
                Summary

              	 	
                Investor
                  Number

              	 	
                CHL
                  Loan No

              
	 	 	
                Portfolio
                  Balance

              	 	
                Investor
                  No

              
	
                Tab
                  2

              	 	
                Loan
                  Count

              	 	
                Investor
                  Block No

              
	
                Normal
                  Servicing

              	 	
                Delinquencies

              	 	
                Investor
                  Loan No

              
	 	 	
                30

              	 	
                Borrower
                  Name

              
	
                Tab
                  3

              	 	
                60

              	 	
                CoBorrower
                  Name

              
	
                DEL

              	 	
                90

              	 	
                State

              
	 	 	
                120

              	 	
                Original
                  Balance

              
	
                Tab
                  4

              	 	
                120+

              	 	
                Current
                  Balance

              
	
                BK

              	 	
                FC

              	 	
                Escrow
                  Balance

              
	 	 	
                BK

              	 	
                Paid
                  To Date

              
	
                Tab
                  5

              	 	
                WO

              	 	
                No
                  Days Delinquent

              
	
                FC

              	 	
                REO

              	 	
                Next
                  Due Date

              
	 	 	
                Totals

              	 	
                Status

              
	
                Tab
                  6

              	 	 	 	
                Monthly
                  Payment

              
	
                WO

              	 	 	 	
                Delinquent
                  Payment Balance

              
	 	 	 	 	
                First
                  Due Date

              
	
                Tab
                  7

              	 	 	 	
                Date
                  Mortgage Recorded

              
	
                REO

              	 	 	 	
                Lien
                  Position

              
	 	 	 	 	
                Reason
                  for Default

              
	 	 	 	 	
                Property
                  Condition

              
	 	 	 	 	
                Occupancy
                  Status

              
	 	 	 	 	
                Refered
                  to Attorney

              
	 	 	 	 	
                FC
                  Sale Date

              
	 	 	 	 	
                Notice
                  of Default

              
	 	 	 	 	
                1st
                  Legal Action

              
	 	 	 	 	
                BPO
                  Amount

              
	 	 	 	 	
                BPO
                  Dt

              
	 	 	 	 	
                Bankruptcy
                  Case No

              
	 	 	 	 	
                Chapter
                  No

              
	 	 	 	 	
                Discharge
                  Dt

              
	 	 	 	 	
                Proof
                  of Claim Filed

              
	 	 	 	 	
                Motion
                  Filed Dt

              
	 	 	 	 	
                BK
                  Filing Dt

              
	 	 	 	 	
                BK
                  Setup Dt

              
	 	 	 	 	
                Hearing
                  Dt

              
	 	 	 	 	
                Confirmation
                  Dt

              
	 	 	 	 	
                Post
                  Petition Payed to Dt

              
	 	 	 	 	
                Investor
                  Name

              
	 	 	 	 	
                Warning
                  Code

              
	 	 	 	 	
                Lockout
                  Code

              
	 	 	 	 	
                Address

              
	 	 	 	 	
                CityState

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 	 	
                ZipCode

              
	 	 	 	 	
                Appraisal
                  Amount

              
	 	 	 	 	
                Appraisal
                  Date

              
	 	 	 	 	
                MI
                  Company

              
	 	 	 	 	
                MI
                  Covereage %

              
	 	 	 	 	
                Original
                  Loan Amount

              
	 	 	 	 	
                Interest
                  Rate

              
	 	 	 	 	
                Servicing
                  Fee

              
	 	 	 	 	
                PI

              
	 	 	 	 	
                Maturity_Date

              
	 	 	 	 	
                Loan
                  Term

              
	 	 	 	 	
                Property
                  Type

              
	 	 	 	 	
                Original
                  Purchase Price

              
	 	 	 	 	
                Purpose
                  of Loan

              
	 	 	 	 	
                Borrower
                  Social Security

              
	 	 	 	 	
                Original
                  FICO

              
	 	 	 	 	
                ARM

              
	 	 	 	 	
                MARGIN

              
	 	 	 	 	
                Arm
                  Index

              
	 	 	 	 	
                ARM
                  Rounding Feature

              
	 	 	 	 	
                Next
                  Interest Rate_Change

              
	 	 	 	 	
                Rate
                  Adjustment Cap

              
	 	 	 	 	
                Lifetime
                  Caps

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        X-2

       

      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
        : 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

                    	 	
                       

                    	 	 	
                      (12)

                    
	 	 	
                      HOA/Condo
                        Fees

                    	 	
                       

                    	 	 	
                      (12)

                    
	 	 	
                       

                    	 	
                       

                    	 	 	
                      (12)

                    
	 	 	 	 	 	 	 	 
	 	 	
                      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)

                    
	 	
                       

                    	 	
                       

                    	
                       

                    	 	 	
                      (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